Service Terms of Agreement

Updated: February 2026

Supply of Services

1.1 Palise Property agrees to provide the Services to the Client for the Term, and the Client agrees to engage Palise Property to provide the Services in accordance with these Terms and Conditions.

Definitions

2.1 In the Terms and Conditions:

(a) Client means the person(s), body corporate or other entity that engages Palise Property to provide the Services as identified in the Invoice;

(b) Commencement Date means the date on which both these Terms and Conditions are acknowledged and accepted by the Client and the Engagement Fee is paid in full by the Client;

(d) Invoice means the invoice issued to the Client upon payment of the Engagement Fee;

(e) Law means all legislation, regulation or other instruments or rules in force from time to time applicable to the provision of the Services or to either Party;

(f) Parties means Palise Property (and any of its successors and assigns) and the Client (and any of its successors and assigns);

(g) Palise Property means Palise Propulsion Pty Ltd ACN 646 092 337 t/as Palise Property;

(h) Palise Property Material means all material and information of Palise Property and used by Palise Property for the purpose of providing the Services;

(i) Privacy Law means the Privacy Act 1988 (Cth), the Privacy and Personal Information Protection Act 1998 (NSW), and the Health Records and Information Privacy Act 2002 (NSW) as amended or added to from time to time;

(j) Property means a real estate property, including any real estate subject to company title, sourced by Palise Property in accordance with the Engagement and these Terms and Conditions, and real estate property will be deemed to have been sourced by Palise Property if it was presented to the Client by way of:

(i) in person or telephone conversation between the Client and any employee and/or agent of Palise Property;
(ii) email, fax, text message, letter or other written communication from any employee and/or agent of Palise Property to the Client;

(k) Property Contract means:

(i) a contract (whether written or verbal) pursuant to which the Client, or a person or other entity directly or indirectly owned and/or procured by the Client, agrees to purchase and acquire title to a Property;
(ii) a contract (whether written or verbal) pursuant to which the Client, or a person or other entity directly or indirectly owned and/or procured by the Client, agrees to purchase and acquire shares in a company that entitle the holder of those shares to exclusive use of a Property;

(l) Property Specifications means the property specifications as agreed between Palise Property and the Client from time to time relating to the Client’s proposed purchase of a Property;

(m) Services means the buyers agency services provided by Palise Property to the Client, and as amended from time to time by agreement between Palise Property and the Client;

(n) Success Fee means the fee calculated and payable pursuant to the Summary and Term 6, and as amended from time to time by Palise Property;

(n) Summary means the payment link setting out the Engagement Fee and Success Fee and providing the means for payment of the Engagement Fee;

(o) Term means the term set out in Term 11.1 of these Terms and Conditions;

(p) Terms and Conditions means these terms and conditions for the supply of the Services by Palise Property to the Client and amended or varied in writing by Palise Property from time to time.

Engagement of Palise Property

3.1 The Client must pay the Engagement Fee on or before the Commencement Date, and acknowledges and agrees that:

(a) Palise Property will not be obligated to provide any of the Services unless and until the Engagement Fee is paid in full;

(b) these Terms and Conditions become binding on the Parties on the Commencement Date.

Obligations and Warranties of Palise Property

4.1 Palise Property must provide the Services:

(a) in accordance with these Terms and Conditions; and

(b) to a standard of care, skill and diligence expected of a provider that regularly acts in the capacity for which Palise Property is engaged.

5.2 Palise Property warrants that:

(a) it will, at all relevant times, act in accordance with all Laws and relevant regulations governing the property buyers industry;

(b) it holds all necessary licences, permits, provider numbers, approvals and qualifications to enable it to perform the Services.

Obligations, Warranties and Acknowledgements of the Client

5.1 The Client agrees that, by engaging Palise Property pursuant to these Terms and Conditions:

(a) it appoints Palise Property as its exclusive buyers agent for the provision of the Services for the entirety of the duration of the Term and any extension of the Term, and in that regard:

(i) it is not subject to any earlier or concurrent buyers agency agreement that would conflict with the obligation set out in this Term 6.1(a);
(ii) if it is subject to any earlier or concurrent buyers agency agreement that would conflict with the obligation set out in this Term 6.1(a), it must immediately terminate any such agreement;
(iii) it will not appoint another buyers agent for the provision of the Services while these Terms and Conditions are in effect;
(iv) it will not enter into a Property Contract relating to a Property other than via Palise Property as its intermediary;

(b) it will, as soon as practicable, advise Palise Property of:

(i) any changes it requires to the Property Specification;
(ii) any changes in the details of the Client;
(iii) the identity of any property not sourced by Palise Property that it has either acquired or has an interest in acquiring;

(c) it will, to the greatest extent possible, cooperate with Palise Property in pursuing the objectives of these Terms and Conditions, including but not limited to:

(i) providing instructions to Palise Property in a timely manner; and
(ii) reasonably making itself available for Property inspections arranged by Palise Property.

(d) it will pay to Palise Property all Success Fees payable pursuant to and in accordance with these Terms and Conditions.

5.2 The Client warrants that:

(a) it has full power and authority to enter into these Terms and Conditions;

(b) all information that it has provided to Palise Property is accurate and truthful and does not involve any misrepresentation of fact or opinion on the part of the Client;

(c) it has obtained all necessary authorisations and approvals to enter into a Property Contract in accordance with the Engagement and the Terms and Conditions;

(d) there is no legal or other impediment that would prevent it from entering into a Property Contract;

(e) it will, as and when required, pay all fees relating to the acquisition process for a Property, including but not limited to building and pest inspections, due diligence reports, valuation reports and solicitor fees;

(f) it will ensure that it complies with all special conditions and warranties in a Property Contract;

(g) it will not post any negative comments about Palise Property on any of Palise Property’s social media pages (or otherwise) online.

5.3 The Client acknowledges and agrees that:

(a) Palise Property makes no warranties or representations (express or implied) in relation to the quality, standard, suitability or potential financial return of any Property;

(b) Palise Property has not and will not provide any advice to the Client in relation to a Property or otherwise that constitutes financial advice and, in that regard:

(i) Palise Property does not hold an Australian Financial Services Licence as defined by section 913B of the Corporations Act 2001 (Cth) (the Act) and is not authorised to provide financial or investment services to the Client;
(ii) any data, information or advice provided by Palise Property to the Client in relation to the property market generally and any Property specifically (Market Data) is of a general nature only and does not constitute financial or investment services as defined by the Act;
(iii) the Market Data is provided solely and exclusively for the use and benefit of the Client and may only be relied upon for the purposes, and to the extent, of these Terms and Conditions;
(iv) to the extent that the Market Data incorporates information or data from any third parties, all such third parties are independent of Palise Property and Palise Properties makes no warranties or representations as to the accuracy, completeness, suitability and reliability of that information;

(i) the Client is solely responsible for satisfying itself in relation to the purchase or non-purchase of any Property, including but not limited to identifying and determining the integrity of any building or structure, the impact of planning and zoning regulations, the nature of the area and neighbourhood in which the Property is located, and any other information or circumstances that are relevant to the Client’s decision to purchase or not purchase a Property;
(ii) the Client accepts full responsibility for any decision to purchase or not purchase a Property;
(iii) under no circumstances will Palise Property be liable for any loss, damages, costs or compensation arising out of the Client’s decision to purchase or not purchase a Property;

(d) it will retain the services of all third parties necessary to assist it to assess, enter into and comply with any Property Contract, including but not limited to the services of a solicitor or licensed conveyancer;

(e) it will, at its sole discretion, retain the services of any other third parties that it considers necessary to obtain advice in relation to the legal, financial, tax and other relevant consequences that may arise from the purchase or non-purchase of any Property.

Engagement Fee and Success Fee

6.1 The Client must pay the Engagement Fee specified in the Summary and acknowledges and agrees that:

(a) the Engagement is non-refundable; and

(b) the Engagement Fee does not form part of any Success Fee payable to Palise Property pursuant to these Terms and Conditions.

6.2 The Client must pay any Success Fee due under these Terms and Conditions within seven (7) days of the Client (or a person or other entity directly or indirectly owned and/or procured by the Client) becoming the registered owner of a Property (as defined by these Terms and Conditions) pursuant to a Property Contract.

6.3 The Client must pay any Success Fee due under these Terms and Conditions regardless of whether the Client (or a person or other entity directly or indirectly owned and/or procured by the Client) becomes the registered owner of a Property (as defined by these Terms and Conditions) pursuant to a Property Contract entered into during the Term or after the Term.

6.4 The Client acknowledges and agrees that any Success Fee payable to Palise Property pursuant to these Terms and Conditions is in addition to the Engagement Fee.

6.5 The Client indemnifies Palise Property for all expenses, costs (including but not limited to debt collection fees, legal costs on an indemnity basis and any court costs) and disbursements incurred by Palise Property in recovering any outstanding Success Fee.

6.6 The Client must pay interest on any Success Fee that is not paid within terms at the rate that is 5% above the Reserve Bank of Australia’s cash rate at any given time, calculated daily and compounded weekly from the date on which the Success Fee becomes due and payable until it is paid in full.

Liability and Indemnity

7.1 Notwithstanding any other provision of these Terms and Conditions, under no circumstances will Palise Property be liable for any indirect, incidental, special, consequential, aggravated, exemplary and/or punitive damages (including but not limited to loss of revenue, profits, goodwill, tangible or intangible losses or other economic losses), or any lost sales, profits, data or re-procurement amount, howsoever arising.

7.2 The Client indemnifies and holds harmless Palise Property from any and all liabilities, actions, suits, proceedings, claims, demands, costs (including but not limited to taxes and duties), loss, damage, expenses, and /or other amounts of any nature (including but not limited to legal costs on an indemnity basis and disbursements in defending or settling any claim giving rise to any indirect, incidental, special, consequential, aggravated, exemplary and/or punitive damages (including but not limited to loss of revenue, profits, goodwill, tangible or intangible losses or other economic losses) arising out of or connected in any way to:

(a) any breach by the Client of these Terms and Conditions;

(b) the proper performance or exercise of any of the powers, duties or authorities of Palise Property under these Terms and Conditions;

(c) any advice provided to the Client by a third party engaged by the Client or Palise Property pursuant to these Terms and Conditions;

(d) any fees owed to any third party engaged by the Client or Palise Property pursuant to these Terms and Conditions.

Limited Liability

8.1 Notwithstanding any other provision of these Terms and Conditions, and subject to the qualifications in section 64A of schedule 2 of the Competition and Consumer Act 2010 (Cth) or any other Law, Palise Property’s liability for any breach of any implied or imposed condition, warranty or right in relation to the supply of the Services is limited to one or more of the following (at the sole discretion of Palise Property):

(a) providing the Services again, or providing services equivalent to the Services; or

(b) payment of the cost of providing the Services again, or acquiring services equivalent to the Services.

Ownership and Use of Material

9.1 The Parties agree that:

(a) all Palise Property Material belongs to Palise Property; and

(b) all material produced by third parties during the Term and paid for by the Client belongs to the Client.

Privacy

10.1 The Parties agree that they will comply with their obligations under the Privacy Law in respect of any Personal Information (as defined by the Privacy Law) obtained by or disclosed to them pursuant to these Terms and Conditions.

Term and Termination

11.1 These Terms and Conditions operate from the Commencement Date until the earlier of:

(a) the date on which the Client (or a person or other entity directly or indirectly owned and/or procured by the Client) becomes the registered owner of a Property (as defined by these Terms and Conditions) pursuant to a Property Contract; or

(b) the date that is seven (7) days after either Party receives written notice of the termination of these Terms and Conditions from the other Party; or

11.2 Any termination of these Terms and Conditions pursuant to Term 11.1 will be without prejudice to any rights, powers or remedies accrued to either Party and obligations incurred by either Party during the Term.

General

12.1 These Terms and Conditions constitute the whole agreement between the Parties and:

(a) exclude any oral or written representation made by either Party prior to entering into these Terms and Conditions;

(b) supersede all communications, negotiations, arrangements and agreements, either written or oral, made by either Party prior to entering into these Terms and Conditions.

12.2 These Terms and Conditions do not form a partnership or joint venture between the Parties and, if any provision of these Terms and Conditions is inconsistent with this term 12.2, this term 12.2 will prevail to the extent of any inconsistency.

12.3 These Terms and Conditions are governed by the laws of New South Wales (the Jurisdiction) and the Client:

(a) acknowledges and agrees that any action arising out of or relating to these Terms and Conditions must be commenced in an appropriate court in New South Wales (the Courts); and

(b) consents to the Laws of the Jurisdiction and to the Courts.

12.4 The Parties acknowledge and agree that:

(a) each term of these Terms and Conditions is severable and independent, and if any term of these Terms and Conditions is found invalid or unenforceable by any of the Courts, that term will be severed or modified to the minimum extent necessary to make these Terms and Conditions or that term enforceable;

(b) the failure by Palise Property to exercise or delay to exercise any right under these Terms and Conditions, or the partial exercise or enforcement by Palise Property of any right under these Terms and Conditions, is not a waiver of that right or any other right provided by the Laws;

(d) these Terms and Conditions are binding upon, and will inure to the benefit of, both Parties and their respective successors, heirs, administrators, personal representatives and permitted assigns;

(e) the Client may not assign the benefit of these Terms and Conditions without the prior written consent of Palise Property;

(f) no third party has rights under these Terms and Conditions.