ACTIVE - Agency Agreement - Member - Jan_2025 - Updated 20/01/25

Agency Agreement

Executed by

Australian Property Scout Pty Ltd

ABN 64 638 266 369

WA License: RA83150

NSW License: 10094798

VIC License: 093288L

QLD License: 4388254

in accordance with section 127 of the Corporations Act 2001 (Cth)

Background

A. The Client is a student of the SPG Education Pty Ltd (“SPG”) and wishes to purchase a property as an investment.

B. At the request of the Guarantor (if any) the Client has appointed APS as its exclusive agent to advise and assist the Client purchase a property.

C. APS has agreed to act as the Clients agent and to provide the Services to the Client in accordance with this Agreement using the APS system.

Operative provisions

1. Definitions and interpretation

1.1 Definitions

In this Agreement:

Agreement means this agreement including the schedules or other annexures.

APS’s Representative means the person nominated by APS from time to time.
APS System means a combination of all or any of any intellectual property that APS may have including trademarks, patents, designs, copyright, moral rights, its formulas, research (past present and future), data, client information, property information, relationships with any third party or consultant, opinion(s), know how, business systems, client management, relationships, skills, property research system or methods and general business experience.
Business Day means a day not being a Saturday, Sunday or public holiday in New South Wales and the state in which the property is situated.
Client’s Representative means the person set out in Item 3(b) of Schedule 1 or such other person nominated by the Client from time to time.
Costs includes any cost, expense, charge, liability or disbursement.
Fees means the fees payable by the Client to APS for providing the Service as set out in Schedule One (GST inclusive) and as invoiced by APS pursuant to this agreement, and such Fees are not refundable.
GST means the Goods and Services Tax payable by the APS upon the fees and as defined by the A New Tax System (Goods and Services Tax) Act 1999 (CTH).
Income Tax means any tax assessed in accordance with the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth).
Recommendation(s) means any property identified by APS, with or without the use of the APS System, that may be suitable for the Client and notified to the Client by APS as a property to purchase.
Services means the services to be provided by the APS selected by the client as set out in Schedule 2.
Term has the meaning given in clause 2 of this Agreement.

1.2 Interpretation

In this Agreement and unless the context indicates a contrary intention and the parties agree that:

(a) headings are for convenience only and do not affect interpretation;

(b) an obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally;

(c) “person” includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;

(d) the APS System is highly valuable and must be protected at all times within the spirit of this agreement;

(e) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation;

(f) a reference to a document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;

(g) a reference to a statute includes its delegated legislation and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;

(h) a word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender;

(i) a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this Agreement, and a reference to this Agreement includes all schedules, exhibits, attachments and annexures to it;

(j) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(k) “includes” in any form is not a word of limitation; and

(l) a reference to “$” or “dollar” is to Australian currency.

2. Term

2.1 Without limitations, the Client hereby appoints APS as the Clients exclusive agent to perform the Services set out in Schedule 2 for the Term. For the avoidance of doubt the Client must not appoint any third party or entity to act as it/his/her agent (directly or indirectly) to purchase any property during the Term.

2.2 This Agreement commences on the date hereof and continues until the later of:

(a) the date (or number of days) referred to in item 1 of Schedule 1 or

(b) terminated in accordance with the terms of this Agreement or

(d) the date that is twelve (12) months from commencement, or

(e) if the client has taken the Renovation Agency Pack option, the date of completion of the renovation of the property.

(the Term).

2.3 Notwithstanding clause 2.2(d), the client may terminate this agreement after 90 days from the commencement of the Agreement with a 30-day written notice.

3. Functions and duties of the Parties

3.1 APS Services

(a) The APS services encompass two stages

1. Stage 1: Strategy Session and Development of a Buyer’s Brief

2. Stage 2: The selected service.

(b) The Buyer may select from the five services

1. Foundational Bread & Butter Deal

2. Trademark Bread & Butter Deal

3. Cash-Flow Deal

4. Unit Block

5. Renovation Agency Pack

(d) Where a Buyer’s Brief requires amendment, the amended Buyer’s Brief revokes all previous Buyer’s Brief and become the Buyer’s Brief for the purpose of this Agreement.

(e) The Client may any time choose to alter their selected services at Stage 2, provided the alteration is in writing between the parties.

(f) APS acknowledges a commercial relationship with SPG.

3.2 Appointment and Acknowledgements

(a) The Client appoints the APS as it’s/his/her exclusive agent for the Term to carry out the Services. Selected by the Client as set out in Schedule 2.

(b) In consideration of the Fees APS agrees to provide the Services to the Client and to expose the Client to the APS System.

(c) Subject to the terms of the Agreement, APS will use its best endeavours when providing the Services and implementing the APS System.

(d) APS will make Recommendations to the Client using the APS System having regard to the Client’s reasonable instructions and directions provided at Stage 1.

(e) The Client must satisfy it/him/her self as to the accuracy suitability of all or any Recommendations by APS.

(f) The Client warrants that it has full power and authority to enter into this Agreement and has obtained all necessary authorisations and approvals to purchase a property.

(g) The Client warrants that it/he/she is not subject to any earlier or concurrent agency agreement which would conflict with this Agreement in any way and will not affect the APS System at all now or in the future.

(h) The Client agrees to:

(i) immediately notify APS in writing of any amendments to the personal details, property specifications, or material facts regarding the Client’s proposed purchase of any property;

(ii) not use the APS System or use any Recommendation for the Client’s own advantage except in accordance with this Agreement. For the avoidance of doubt this obligation to pay also extends to any person, including any spouse or relative by maternity or marriage or at law, or any entity that the Client may have any interest, directly or indirectly, except a public company of which the Client holds less than 5% or passed on any information relevant to this Agreement or the APS System;

(iii) cooperate with APS at all times (including without limitation by providing instructions in a timely manner and making itself available for property inspections;

(iv) only purchase a property which has/had/will be presented or Recommended by APS during the Term, whether verbally or in writing (including without limitation properties presented to the Client in person, by telephone, by email, by letter, by fax or by text message) to the Client pursuant to this Agreement, such clause not to merge upon termination;

(v) Immediately upon demand pay the Fee to APS if the Client purchases a property within 12 months after termination of this agreement or its expiration which was recommended or located within a radius of 30kms of any property Recommended and or the Client has obtained knowledge of due to (in any way) the APS System, this clause will not merge upon termination. For the avoidance of doubt this obligation to pay also extends to any person, including any spouse or relative by maternity or marriage or at law, or any entity that the Client may have any interest, directly or indirectly, except a public company of which the Client holds less than 5% or passed on any information relevant to this Agreement or the APS System.

3.3 Limits on Appointment

The appointment in clause 3.1 does not include the right on behalf of the Client to:

(a) put recommendations outside the scope of the latest Buyer’s Brief;

(b) execute any documentation relating to the Renovation, financing, sale or leasing of the property;

(d) lend money or give credit; or

(e) give any security,

without the prior written consent of the Client.

3.4 Provision of Recommendations by APS

(a) APS must keep the Client regularly and comprehensively informed in relation to the performance of the Services.

(b) APS may make Recommendations with respect to properties that may be suitable for the Client to purchase. Those Recommendations are:

(i) not a warranty or indemnity as to the state of condition or repair of the property,

(ii) at the discretion of the Client who may choose to accept or decline those Recommendations relating to the property,

(iii) subject to the Client being in a suitable financial position to affect any purchase.

(i) any matter of significant importance requiring prompt notification to the Client relevant to the Recommendations;

(ii) any decision required by the Client and the deadline for providing it; and

(iii) any materially adverse variance from the Services that are offered by APS.

3.5 Payment of Fees and Costs

(a) Where the Client is a student of SPG, APS waives any requirement to pay an Engagement Fee or retainer for the first property purchase. However, an Engagement Fee of $3,000 will be required for all subsequent property purchases. The Engagement Fee(s) paid for subsequent property purchase(s) is subtracted from the stage 2 success fee that becomes payable as per 3.5(b).

(b) Where APS has provided the service set out in Stage 2, and the Client enters into an unconditional contract to purchase a property, the Client must pay the Stage 2 success fee within 7 days of receiving a tax invoice.

(d) ‘Purchase’ includes purchase of a property, purchase of shares in a corporation that is the registered proprietor of a property, or the purchase of a unit in a trust where the trust has a beneficial interest in a property.

(e) The Fees will be payable by the Client whether APS presented the property to the Client, whether the Client purchased the property themselves and whether or not the Client engaged another Buyer’s Agent, if in any way it was located with the assistance of APS and or the APS System. For the avoidance of doubt this obligation to pay also extends to any person, including any spouse or relative by maternity or marriage or at law, or any entity that the Client may have any interest, directly or indirectly, except a public company of which the Client holds less than 5% or passed on any information relevant to this Agreement or the APS System.

(f) The Client shall pay and indemnifies APS for all expenses, costs (including without limitation debt collection fees and/or legal costs on a solicitor/client basis) and disbursements incurred by APS in recovering any outstanding fees under this Agreement, and payable upon demand by APS.

(g) The Client will pay APS interest upon any Fees and Costs that are outstanding and not paid to APS in accordance with this Agreement, such interests to be calculated on daily rests at the rate prescribed by Rule 36.7 of the Uniform Civil Procedure Rules 2005 (NSW), and payable upon demand by APS.

(h) APS declares that it may receive referral fees from third party consultants for services or advice provided by them to the Client.

(i) If the client terminates the agency agreement before the services outlined in Schedule 2 are delivered, they may either forfeit access to SGSOP or pay the difference between the retail price of SGSOP ($9,900) and the amount already paid, plus an additional fee for the strategy session based on the following rates: Naaman – $3,000, Paul – $3,000, Luke – $5,000, Sam – $10,000.

3.6 Delegation, Declarations, Warranties, Confidentiality and Data

(a) APS may at its own cost and expense, delegate to APS’s Employees or contractors any or all of its duties, parts of the Service or obligations under this Agreement. APS must exercise all proper and reasonable care in the selection and appointment of APS’s Employees and contractors.

(b) APS shall keep all and any information provided to it by the Client confidential and private and not disclose any of it to any third party except as provided by the law or with the prior express written permission of the Client.

(c) The Client agrees and acknowledges that any data, information, Recommendation or advice provided by APS to the Client in relation to the property market, properties identified and introduced during the Term of this Agreement is of a general nature only. The provision of any such information or Recommendation does not constitute financial or investment advice nor should it be relied upon as such.

(d) The Client acknowledges that APS does not hold a financial services licence as defined in s913B of the Corporations Act 2001 (Cth) and is not authorised to provide financial services to the Client.

(e) For the avoidance of doubt the Client should obtain his/her/it’s own financial advice, accounting advice and legal advice prior to entering this Agreement or accepting and or acting upon any Recommendation and or purchasing any property.

(f) The Client acknowledges that the Recommendation is provided solely for the benefit of the Client, and only to be used for the Clients benefit within the terms of this Agreement and may only be relied upon by the Client for the purposes of this Agreement. For the avoidance of doubt this obligation to pay also extends to any person, including any spouse or relative by maternity or marriage or at law, or any entity that the Client may have any interest, directly or indirectly, except a public company of which the Client holds less than 5% or passed on any information relevant to this Agreement or the APS System.

(g) To the extent such Recommendations or the APS System or advice is given which also incorporates information or data from any third parties, APS makes no warranties in relation to the accuracy or suitability of such information or data and the Client expressly releases APS from all liability in relation to such (including without limitation in relation to its accuracy, completeness, suitability and reliability).

(h) Each party warrants to the other that:

(i) it has full force and effect to give the authorisations necessary to enter into this Agreement and to fully comply with the obligations under this Agreement and allow this Agreement to be enforced; and

(ii) its obligations under this Agreement are valid and binding and are enforceable against it in accordance with its terms; and

(iii) it has power to enter into and observe its obligations under this Agreement; and

(iv) this Agreement and the transactions under this Agreement do not contravene its constituent documents or any law, regulation or official directive or any of its obligations or undertakings by which it or any of its assets are bound or cause a limitation on its powers or powers of its directors to be exceeded; and

(v) it will at all times act in good faith in its dealings with the other party.

3.7 Disclosures and Indemnities

(a) APS may recommend third parties to the Client including without limitation conveyancers, solicitors, mortgage brokers, building and/or pest inspection companies, strata searching companies, valuers and surveyors, and any other trades people or consultants (‘third parties’) in relation to the purchase of the property.

(b) The Client acknowledges that all third parties are independent of APS and under no circumstances will APS be liable for any advice, acts, or omissions of such third parties.

(c) If APS engages any such third parties on the Client’s behalf, the Client must meet the Costs and the Client will, upon request, advance the funds for such to APS or reimburse the Costs immediately upon receipt of an invoice.

(d) The Client acknowledges that it is responsible for his/her/its purchasing decision and that APS makes no guarantees or warranties of any kind in relation to any property.

(e) The Client accepts full responsibility for satisfying itself in relation to all aspects of the property (including without limitation the building integrity, planning regulations which apply to the property, the neighbourhood of the property, any other information of importance to the Client and the financial consequences of purchasing the property). Under no circumstances will APS be liable for any loss, damage, costs or compensation arising out of, or in connection with, the Client’s decision to the purchase the property.

(f) Notwithstanding any other provision of this Agreement, under no circumstances will APS be liable to the Client for any indirect, incidental, special, consequential, aggravated, exemplary and/or punitive damages (such as those in relation to loss of revenue, profits, goodwill, tangible or intangible losses or other economic losses), nor any lost sales, lost revenue, lost profits, lost data or procurement amount, howsoever arising.

(g) The Client will indemnify and hold APS harmless from any and all liabilities, actions, suits, proceedings, claims, demands, costs (including without limitation taxes or duties), loss, damage, expenses, and/or other amounts of any nature (including but not limited to legal costs on a solicitor/client basis and disbursements in defending or settling the claim giving rise to same and any special, incidental, indirect, consequential, aggravated, exemplary and/or punitive damages of any type or kind such as those in relation to loss of revenue, profits, goodwill, tangible or intangible losses or other economic losses) arising out of or connected in any way to any breach by the Client of this Agreement, or arising out of the proper performance or exercise of any of the powers, duties or authorities of APS under this Agreement.

(h) The Client must disclose to APS all reasonable information and details requested by APS for any property purchased by the Client within 12 months after termination of this Agreement. For the avoidance of doubt this obligation to pay also extends to any person, including any spouse or relative by maternity or marriage or at law, or any entity that the Client may have any interest, directly or indirectly, except a public company of which the Client holds less than 5% or passed on any information relevant to this Agreement or the APS System.

(i) Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of this Agreement.

(j) It is not necessary for a party to incur expense or to make any payment before enforcing a right of indemnity conferred by this Agreement.

(k) A party must pay on demand any amount it must pay under an indemnity in this Agreement.

4. Termination

4.1 Termination

(a) Either party may terminate this Agreement by giving notice of termination to the other (“Breach Party”) if:

(i) the Breach Party is in material breach of this Agreement and, in the case of a breach which is capable of being remedied, fails to remedy that breach within 30 days of being notified of the breach unless the breach is rectified.

(b) A notice of termination under clause 4.1(a) takes effect:

(i) in the case of clause 4.1(a)(ii), on a date specified in the notice being a date at least 30 days after the date of giving the termination notice unless the breach is rectified within that time.

4.2 Clauses to survive

Clauses 3 in its entirety and Clause 4.1(a) shall survive termination of this Agreement.

5. Settlement of disputes

5.1 Nominated Officers

The Client and APS agree that they will in good faith seek to resolve any difference that arises between them.

5.2 Expert determination

(a) If within 21 days of a dispute arising the parties shall fail to resolve the matter then either party may give to the other a notice that the dispute must be referred to an expert for determination.

(b) An expert to be appointed under paragraph (a) (Expert) must have at least ten (10) years’ experience in the relevant field and must be agreed between the parties or, in the absence of agreement, within seven (7) days, be appointed by the president or other senior officer for the time being of the body administering the relevant field.

(c) If the parties cannot agree the relevant field, either The Client or the APS may refer the matter to the President of the New South Wales Law Society, or the President’s nominee, whose decision as to the relevant field is final and binding on the parties.

5.3 Terms of appointment

The parties must instruct the Expert that the Expert:

(a) is to act as an expert and not as an arbitrator;

(b) is to proceed in the way, and determine the rules for the conduct of the expert determination, as the expert thinks fit without being bound to observe the rules of natural justice or the rules of evidence;

(c) is to take into consideration those documents and that information and other material which the parties give to the Expert and which in the Expert’s opinion are relevant to the determination of the dispute;

(d) need not, but may, obtain or refer to any other documents, information or material;

(e) must determine the dispute and give written reasons for the decision as soon as possible, but no later than within one (1) month after being appointed; and

(f) may determine what proportion of the costs of the expert determination is to be paid by each party,

and the Expert must be engaged by the parties jointly and on terms consistent with this clause and otherwise on terms reasonably required by The Client.

5.4 Binding Determination

The Expert’s determination is final and binding on the parties without appeal so far as the law allows unless the determination involves a cost (excluding costs incurred in the course of the determination) to either the Client or APS exceeding $5,000.00.

5.5 Costs of determination

The costs of expert determination must be shared by the parties unless the Expert decides otherwise. Each party must pay its own costs in connection with the dispute.

5.6 Injunctive relief

Clauses 5.1 to 5.5 (inclusive) do not apply to any application for urgent injunctive or declaratory relief.

6. General

6.1 Notices

Each communication (including each notice, consent, approval, request and demand) under or in connection with this Agreement:

(a) must be in writing;

(b) must be addressed to the address notified by the person receiving the communication to each other party from time to time;

(c) must be signed by the party making it or (on that party’s behalf) by the solicitor for, or any attorney, director, secretary or authorised agent of, that party;

(d) must be delivered by hand or posted by prepaid post to the address, or sent by email, of the addressee, in accordance with clause 6.1(b); and

(e) is taken to be received by the addressee:

(i) (in the case of prepaid post sent to an address in the same country) on the third day after the date of posting;

(ii) (in the case of prepaid post sent to an address in another country) on the fifth day after the date of posting by airmail;

(iii) (in the case of email) at the time in the place to which it is sent equivalent to the time shown on the transmission confirmation report produced by the email computer server from which it was sent; and

(iv) (in the case of delivery by hand) on delivery,

but if the communication is taken to be received on a day that is not a working day or after 5.00 pm, it is taken to be received at 9.00 am on the next working day (working day meaning a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally, in the place to which the communication is posted, sent or delivered).

6.2 Governing law

This Agreement is governed by and must be construed according to the law applying in the state where the property is located.

6.3 Amendments

This Agreement may only be varied by a Deed executed by or on behalf of each party.

6.4 Waiver

(a) Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Agreement by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement.

(b) A waiver or consent given by a party under this Agreement is only effective and binding on that party if it is given or confirmed in writing by that party.

(c) No waiver of a breach of a term of this Agreement operates as a waiver of another breach of that term or of a breach of any other term of this Agreement.

6.5 Further acts and documents

Each party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by another party to give effect to this Agreement.

6.6 Consents

A consent required under this Agreement from a party may be given or withheld, or may be given subject to any conditions, as that party (in its absolute discretion) thinks fit, unless this Agreement expressly provides otherwise.

6.7 No representation or reliance

(a) Each party acknowledges that no party (nor any person acting on a party’s behalf) has made any representation or other inducement to it to enter into this Agreement, except for representations or inducements expressly set out in this Agreement.

(b) Each party acknowledges and confirms that it does not enter into this Agreement in reliance on any representation or other inducement by or on behalf of any other party, except for representations or inducements expressly set out in this Agreement.

(c) Each party has obtained, and or had an opportunity to obtain it’s/his/her own and independent legal advice and financial advice and accounting advice prior to entering into this Agreement.

6.8 Expenses

Except as otherwise provided in this Agreement, each party must pay its own legal costs and expenses in connection with negotiating, preparing, executing and performing this Agreement.

6.9 Entire agreement

To the extent permitted by law, in relation to its subject matter, this Agreement:

(a) embodies the entire understanding of the parties, and constitutes the entire terms agreed by the parties; and

(b) supersedes any prior written or other agreement of the parties.

7. GST

7.1 Reimbursement of costs, expenses and other amounts

If a party is required under this Agreement to reimburse or pay to another party an amount calculated by reference to a cost, expense, or an amount paid or incurred by that party, the amount of the reimbursement or payment will be reduced by the amount of any Input Tax Credits to which that party is entitled in respect of any acquisition relating to that cost, expense or other amount.

7.2 GST payable

If GST becomes payable by a party to this Agreement (Supplier) in relation to any supply that it makes under or in connection with this Agreement, the parties agree that:

(a) any consideration provided for that supply under or in connection with this Agreement other than under this clause 7.2 (as reduced in accordance with clause 7.1 if applicable) or any value deemed for GST purposes in relation to that supply (Agreed Amount) is exclusive of GST;

(b) an additional amount will be payable by the party providing consideration for that supply (Recipient) equal to the amount of GST payable by the Supplier in relation to that supply and the additional amount is payable at the same time as any part of the Agreed Amount is to be first provided for that supply, and;

(c) the additional amount is payable at the same time as any part of the Agreed Amount is to be first provided for that supply; and

(d) the Supplier will provide a tax invoice to the Recipient in respect of that supply, no later than the time at which the additional amount in respect of that taxable supply is payable pursuant to clause 7.2(c).

To the extent, if any, that any consideration for a supply is specified in this Agreement to be inclusive of GST, that consideration shall be excluded from the Agreed Amount for the purposes of this clause 7.2.

7.3 Variation

If, following the payment of an additional amount pursuant to clause 7.2 in relation to a supply made by the Supplier, the GST payable by the Supplier in respect of that supply (taking into account any increasing or decreasing adjustments relevant to that supply) varies from the additional amount paid by the Recipient under clause 19.2 in respect of that supply such that:

(a) the Supplier is required to pay a further amount of GST in respect of that supply; or

(b) the Supplier receives a refund or credit of the whole or any part of the GST paid by the Supplier in relation to that supply,

then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient (as appropriate). For the purposes of calculating variations under this clause 7.3, any additional amount payable pursuant to this Agreement shall be adjusted to take account of an earlier variation made pursuant to this clause.

8. Confidentiality

Unless the other party expressly agrees in writing this Agreement and all information disclosed to a party in relation to this Agreement, the APS System, the Renovation or the property, will be kept confidential and will not be disclosed except:

(a) where it is in the public domain, other than as a result of a breach of confidentiality by any person;

(b) where otherwise required by law or by the Australian Stock Exchange;

(c) to bona fide independent consultants of any party, or any financier of a Renovation or the financiers of The Client provided they are subject to equivalent confidentiality obligations;

(d) to potential purchasers, lessees or licensees of any part of the property; or

(e) with prior written approval of the other party.

9. Guarantee and Security

9.1 Guarantee

(a) The Guarantor hereby agrees that APS has entered into the agreement with the Client at the request of the Guarantor and in consideration of this guarantee and noting that APS System is of great value and speciality.

(b) The Guarantor unconditionally and irrevocably guarantees to APS:

(i) the payment when due of the repayment and any other amounts which are payable or become liable to be paid by the Client to APS under the agreement; and

(ii) the due and prompt performance by the Client of all of its other obligations under the agreement.

(c) This guarantee is a principal obligation of the Guarantor and must not be treated as ancillary or collateral to any other obligation.

(d) APS may enforce this guarantee against the Guarantor without first being required to exhaust any remedy that APS may have against the Client.

9.2 Security

The Client and the Guarantor each jointly and severally:

(i) (general security interest): grants and creates, and agrees to grant and create, a security interest under PPSA over or in relation to; and

(ii) (equitable charge): additionally, and separately charges by way of equitable mortgage;

to and in favour of APS as a continuing security for payment of the moneys and performance of any liability comprised in the Agreement, by them severally to or for the benefit of APS:

(iii) (PPSA security interest): by way of a PPSA Security Interest in relation to any

personal property as defined by the PPSA;

(iv) (specific charge): by way of specific or fixed charge, in relation to any:

a. land, including any freehold, leasehold, strata title or strata leasehold estate or

b. interest in, or licence, right or easement or mining leasehold, tenement, licence, claim or authority relating to, any real property or premises and any building or improvement constructed or effected on or in relation to that real property;

c. fixtures as defined in PPSA;

(v) (floating charge): by way of floating charge, in relation to any Collateral,

comprising any:

(i) book debts or other debts; and

(ii) moneys, funds or sums of any formal nature, representing any credit or balance, whether denominated in Australian or foreign currency, deposited, applied or held by or on behalf of the Grantor to, in or into any current, term, deposits or other account held at any time by the Grantor with any bank or other financial institution in the name of the Grantor, whether alone or jointly, severally or jointly and severally with any other person and whether under a single contract or any number of separate contracts; and

(iii) accretions credited to any account specified in subparagraph (ii) in relation to the principal sums comprising those monies, funds or sums, whether in the nature of interest or otherwise.

Definitions for this clause:

PPSA means:

(a) The Personal Property Securities Act 2009 (Cth);

(b) The Personal Property Securities (Consequential Amendments) Act 2009 (Cth);

(d) The Personal Property Securities (Corporations and Other Amendments) Act 2011 (Cth);

(e) The Personal Property Securities (Registration Commencement) Act 2011 (Cth); and

(f) The Personal Property Securities Regulations 2010 (Cth);

as amended, supplemented or affected by any other applicable legislation of the Commonwealth, or any State or Territory, of Australia;

PPSA Security Interest means any security interest relating to personal property as defined in PPSA including:

(a) any interest of a transferee under a transfer of an account or chattel paper;

(b) the interest of a consignor who delivers goods to a consignee under a commercial assignment; and

but excluding any security interest to the extent that that security interest relates to excluded property under the PPSA;

Security Interest means any security interest or security right over or in connection with any property which in substance, whether or not in form, is a security for the payment or performance of any liability, including:

(a) any PPSA Security Interest;

(b) any mortgage, charge, pledge, lien, trust or right created or conferred in relation to any asset;

(c) any title retention, interest or other legal or equitable proprietary title or interest retained or reserved in any assets including any credit or conditional sale agreement, hire purchase agreement, sale and leaseback agreement, finance lease or bailment;

(d) any other right conferred on or agreement with, any creditor to be paid in priority or preference by recourse to any asset or its proceeds; or

(e) any deposit of moneys by any person with any other person under any agreement where:

(i) those moneys are payable to or withdrawable by the person upon condition that that person or any third party must perform any other liability of that person or any third party to the other person; or

(ii) that other person stipulates for or is entitled to claim any right or set-off under an express agreement with that person, excluding any right or writing by operation or implication of any law or banking custom or usage;

Schedule One
Item 1 – The Term:
1. Twelve (12) months from the date of this agreement.
Item 2 – The Service Stages and Fees.
Stage 1: ‘APS Membership (Including Access to Sammy Gordon’s School of Property)’ $8,995.00 – Invoice to be issued simultaneously with this agreement.
And
Stage 2 Option A: ‘Foundational Bread & Butter Deal’ noted on the Agency Agreement inc GST.
OR
Stage 2 Option B: ‘Trademark Bread & Butter Deal’ noted on the Agency Agreement inc GST.
OR
Stage 2 Option C: ‘Cash-Flow Deal’ noted on the Agency Agreement inc GST.
OR
Stage 2 Option D: ‘Unit Block or Duplex’ noted on the Agency Agreement inc GST
And/or
Optional: ‘Renovation Agency Pack’
As outlined in 2.2 (e), the renovation pack fee only applies when the Client has expressly selected this option and only binding should the Client agree to proceed with renovating the property. The project management fee relating to the renovation project shall be applicable solely to Bread & Butter deals, as the ‘Cash Flow Deal’ option fee includes the renovation project management fee.
APS discloses that the management for this option will be undertaken independently by its associated consulting company, APS Group Renovations Pty Ltd, which will issue a Renovation management Agreement that includes the following fees.
$2,200.00 inc GST project management fee for a renovation cost $0 – $25,000
$5,500.00 inc GST project management fee for a renovation cost $25,001 – $40,000
$7,500.00 inc GST project management fee for a renovation cost $40,001 and above
Schedule two – Services
‘Engagement Fee’. Strategy Session and establishing initial brief.
‘Foundational Bread & Butter Deal’. Securing property and deal management.
‘Trademark Bread & Butter Deal’. Securing property and deal management.
‘Cash-Flow Deal’. Securing property, deal management and project management up to handover to builder at commencement stage.
‘Unit Block’. Securing property and deal management.
‘Renovation Agency Pack’. Project manage the renovation alongside tradespeople.

Agency Agreement

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