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Standard Terms and Conditions
Advice regarding the purchase of an Eligible Property, acknowledging that any
1.1 This standard terms and conditions, together with the Engagement Letter, sets out the terms and conditions of engagement between us and you for the provision of Services (Agreement).
1.2 you appoint us as your exclusive agent to perform the Services in relation to a property that meets the specifications set out in the Engagement Letter (Eligible Property), in accordance with the terms of this Agreement (Appointment). We accept the Appointment and agree to provide the Services in consideration of the Engagement Fee and pursuant to this Agreement.
1.3 The Appointment commences on the earlier of the date you execute and return the Engagement Letter or the payment of the Engagement Fee and continue until terminated by either party by giving seven (7) days' written notice to the other (Term).
1.4 You agree to:
(a) notify us in writing of any changes to your personal details, property specifications, or any material facts that would reasonably affect the provision of Services;
(b) cooperate with us in good faith and provide all necessary information and assistance as reasonably required to facilitate the Service, including but not limited to providing timely instructions and making yourself or a representative available for inspections of Eligible Properties;
(c) obtain independent legal, financial, investment, and tax information or assistance we provide does not constitute legal, financial, investment, or tax advice, and that you should seek independent professional advice as needed;
(d) not appoint or engage another agent to act on your behalf in relation to the purchase of an Eligible Property or the provision of Services at any time during the Term; and
(e) not to purchase, directly or indirectly, any property Presented to you by us pursuant to this Agreement during the Term except through us. A property is considered Presented if it is disclosed to you verbally or in writing, including but not limited to in-person discussions, telephone calls, emails, letters, faxes, or text messages.
1.5 You warrant that:
(a) you have full power and authority to enter into this Agreement and have obtained all necessary authorisations and approvals to purchase an Eligible Property;
(b) you are not subject to any prior or concurrent agency agreement in relation to the provision of Services that would conflict with the terms of this Agreement.
2.1 You agree to pay us:
(a) the Engagement Fee upon commencement of the Appointment as set out in clause 1.3 of this document;
(b) the Agent Commission, if:
(i) a contract of sale for an Eligible Property (Contract of Sale) is entered into by you or any of your Affiliates within the Term or after the Term, provided that we have Presented the Eligible Property that is the subject of the Contract of Sale and the Contract of Sale becomes unconditional; or
(ii) you or any of your Affiliates, directly or indirectly, become the legal, equitable, or beneficial owner of an Eligible Property through any other form of transaction or arrangement, including but not limited to a share sale, unit sale, option agreement, joint venture, trust arrangement, or any other mechanism that has the effect of acquiring an interest in the Eligible Property, whether during the Term or after the Term, provided we have Presented the Eligible Property.
2.2 Payment of the Agent Commission
For the avoidance of doubt, while the Agent Commission becomes payable in accordance with clause 2.1(b), you must pay it at the earlier of:
(a) completion of the acquisition of the property, as defined in the relevant Contract of Sale or any other documents contemplated under clause
2.1(b)(ii);
(b) the time specified in the Engagement Letter; or (c) any other time agreed in writing by the parties.
You indemnify us against, and must pay us on demand the amount of, any claim, cost, loss, damage, expense or liability of any nature, we suffer or directly or indirectly incur in connection with any breach of this Agreement by you including recovering any outstanding fees under this Agreement including without limitation debt collection fees and legal costs on an indemnity basis.
Termination of this Agreement will not affect:
(a) any rights, obligations, or liabilities accrued by either party prior to the effective date of termination;
(b) our entitlement to any fees or commission payable under this Agreement, including but not limited to the Engagement Fee and the Agent Commission, where the conditions for payment were met before or after termination in accordance with clause 2; or
(c) any provisions of this Agreement that, by their nature, are intended to survive termination, including but not limited to clauses relating to confidentiality, limitation of liability, and indemnities.
Market Data
You acknowledge and agree that:
(a) any data, information, or advice provided by us in relation to the propertymarket, Eligible Properties, orproperties Presented during the Term (Market Data) is of a general nature only;
(b) Market Data does not constitute financial, investment, legal, tax, or other professional advice and should not be relied upon as such;
(c) we do not hold an Australian financial services licence as defined in section 913B of the Corporations Act 2001 (Cth) and are not authorised to provide financial services to you;
(d) you are solely responsible for obtaining independent legal, financial, investment, and tax advice before making any decisions regarding the purchase of any property; and
(e) We make no representations or warranties, express or implied, as to the accuracy, completeness, reliability, or suitability of any Market Data provided;
(f) The Market Data is provided solely for the benefit of you and may only be relied upon by you for the purposes of this Agreement.
5.2 Third Parties
(a) We may recommend third parties to you in connection with the purchase of an Eligible Property, including but not limited to conveyancers, solicitors, mortgage brokers, building and pest inspection companies, strata searching companies, valuers, and surveyors.
(b) You acknowledge and agree that:
(i) all third parties are independent of us, and under no circumstances will we be liable for the advice, acts, or omissions of any third party. We or our related entities may receive referral fees from third parties we recommend, and we will provide you with a list of referrers from whom we may receive such fees upon your written request;
(ii) you are responsible for conducting your own due diligence and making your own enquiries before engaging any third party recommended by us;
(iii) if we engage any such third party on your behalf, we will seek your prior written approval, and you are solely responsible for all associated fees and costs, agreeing to reimburse us for any amounts paid on your behalf upon receipt of an invoice.
5.3 Final Purchasing Decision
You acknowledge and agree that:
(a) you are solely responsible for any final purchasing decision and that we make no guarantees or warranties, express or implied, regarding any Eligible Property;
(b) you accept full responsibility for conducting your own due diligence and satisfying yourself in relation to all aspects of an Eligible Property, including but not limited to its structural integrity, compliance withplanning regulations, suitability of the surrounding area, any other factors of importance to you, and the financial implications of the purchase;
(c) to the maximum extent permitted by law, we are not liable for any loss, damage, costs, or compensation arising out of or in connection with your decision to purchase an Eligible Property.
5.4 Release and damages
(a) To the maximum extent permitted by law, you release and discharge us and our directors, officers, employees, contractors, and agents from any and all liability, claims, losses, damages, costs, or expenses (whether direct, indirect, consequential, or otherwise) arising out of or in connection with:
(i) your use of or reliance on any Market Data provided under this Agreement;
(ii) the Presentation or purchase of any Eligible Property; and
(iii) any advice, acts, omissions, or services provided by third parties we recommend, refer, or engage on your behalf, including but not limited to conveyancers, solicitors, mortgage brokers, building and pest inspection companies, strata searching companies, valuers, and surveyors.
(b) Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law, we will not be liable to you for any indirect, incidental, special, consequential, aggravated, exemplary, or punitive damages, including but not limited to loss of revenue, profits, goodwill, data, or any other tangible or intangible economic losses. We will also not be liable for any lost sales, lost revenue, lost profits, lost data, or procurement costs, however arising.
(a) Any dispute or disagreement in relation to the proposed arrangements set out in the Agreement will be resolved in accordance with the following procedure:
(i) firstly, by a meeting of the parties where both parties will have the opportunity to discuss the issue openly and in good faith to seek a mutually acceptable resolution; and
(ii) if agreement cannot be reached at a meeting of the parties, you agree you must attend a mediation of the dispute, and jointly agree with us on the appointment of a suitably experienced and qualified mediator who is independent of both parties.
(b) You agree that each party will bear its own costs in respect of a dispute.
7.1 Applicable law
The Agreement is governed by Queensland law.
The courts sitting in that Queensland will have non-exclusive jurisdiction in relation to any dispute between us.
7.2 Unenforceable provisions
If any part of the Agreement is or becomes illegal, invalid or unenforceable in any respect, the remainder continues in force.
7.3 Terms
(a) Each of the terms set out in this Agreement is severable and independent so that if any clause (or part thereof) is void or unenforceable then that clause (or part thereof) will be deemed eliminated or modified to the minimum extent necessary to make this Agreement or that clause (or part thereof) enforceable.
(b) Failure or delay to exercise or enforce any right under this Agreement or partial exercise or enforcement of any right under this Agreement is not a waiver of that right or any other right provided by law.
(c) Nothing in this Agreement will be construed as establishing a partnership or joint venture between you and us.
(d) You acknowledge that this Agreement along with the Engagement Letter constitutes the whole agreement between the parties, and you have not relied upon any oral or written representation made to by us in entering into this
Agreement.
(e) This Agreement supersedes all communications, negotiations, arrangements, and agreements, either oral or written, made or entered into prior to the date of this agreement.
7.4 Acceptance
You will be deemed to have read, understood and accepted the terms of this document if you:
(a) sign and return a copy of the Engagement Letter;
(b) provide instructions to us after receipt of this document; or
(c) communicate acceptance to any of our employees verbally or by email.
8.1 Defined terms
The following words shall have the following meaning in these Standard
Terms unless the contrary intention appears:
(a) Affiliate of any person means any other person that directly, or indirectly through one of more intermediaries, Controls, or is Controlled by, or under common Control with, such person.
(b) Agent Commission means the amount set out in the
Engagement Letter and payable in accordance with clause 2.1(b) of this document.
(c) Agreement has the meaning given in clause 1.1 of this document.
(d) Appointment has the meaning given in clause 1.2 of this document.
(e) Contract of Sale has the meaning given in clause
2.1(b)(i) of this document.
(f) Control means the possession, direct or indirect, of the power to direct or cause the direction of the management or financial and operating policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
(g) Eligible Property has the meaning given in clause 1.2 of this document.
(h) Engagement Fee means the non-refundable fee payable by you to us as set out in the
Engagement Letter, in consideration of the Services to be provided under this
Agreement.
(i) Engagement Letter means the document that sets out the scope of the Services, the specifications of the Eligible Property, the Agent Commission, and the Engagement Fee
(j) Market Data has the meaning given in clause 5.1(a) of this document.
(k) Presented has the meaning given in clause 1.4(e).
(l) Services means the services to be provided by us as set out in the Engagement Letter, including but not limited to identifying, Presenting, and assisting with the acquisition of an Eligible Property.
(m) Term has the meaning given in clause 1.3 of this document.
(n) we, us, our means Golden Triangle Finance Group Pty Ltd ABN 61 632 268 289.
(o) you or your means the person or entity named in the
Engagement Letter to whom the Services are provided under this Agreement.
8.2 General Interpretation
Unless the contrary intention appears, a reference in this agreement to:
(a) (variation or replacement) a document (including this agreement) includes any variation or replacement of it;
(b) (clauses) a clause, is a reference to a clause in these
Standard Terms;
(c) (references to statutes) a statute, ordinance, code, or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(d) (law) law includes common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments, or replacements of any of them);
(e) (singular includes plural) the singular includes the plural and vice versa;
(f) (person) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any
Government Agency;
(g) (reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;
(h) (dollars) an amount of money is a reference to Australian dollars;
(i) (calculation of time) a period of time that dates from a given day or the day of an act or event is to be calculated exclusive of that day (i.e. from the next day);
(j) (reference to a day) a day is to a calendar day and is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
(k) (meaning not limited) the words “include”, “including”, “for example” or “such as” are not to be interpreted as words of limitation, and when such words introduce an example, they do not limit the meaning of the words to which the example relates, or to examples of a similar kind; and
(l) (Headings) headings are inserted for convenience only and do not affect the interpretation of the Standard Terms.
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Disclaimer: This page provides general information only and has been prepared without taking into account your objectives, financial situation or needs. We recommend that you consider whether it is appropriate for your circumstances and your full financial situation will need to be reviewed prior to acceptance of any offer or product. It does not constitute legal, tax or financial advice and you should always seek professional advice in relation to your individual circumstances.
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