Terms & Condition
Terms and Conditions
1. Our Disclosures
1.1 Privacy Policy:
Property Brew values your privacy and is committed to protecting your personal information. Our privacy policy outlines how we collect, use, disclose, and manage your personal information. By using our services, you agree to our privacy policy, which is available for review on our website
1.2 Limitation of Liability:
You acknowledge and agree that Property Brew's liability under these Terms and Conditions is limited. We will not be liable for any consequential loss, including but not limited to loss of profit, loss of revenue, or loss of data. Additionally, we will not be liable for any loss arising from third-party services, incorrect information provided by you, or problems with your internet connection affecting access to our platform.
1.3 Rental Guarantee Entitlement:
As a user of Property Brew's platform, you may be entitled to receive a Rental Guarantee under certain conditions. The Rental Guarantee provides financial compensation in lieu of rental payments if a property remains unoccupied by tenants. Eligibility criteria and application processes for the Rental Guarantee are outlined in Annexure 1 of these Terms and Conditions.
1.4 Acknowledgment of Consumer Rights under Australian Consumer Law:
You acknowledge that certain legislation, including the Australian Consumer Law (ACL), may confer you with rights, warranties, guarantees, and remedies that cannot be excluded, restricted, or modified. These rights include protections against misleading or deceptive conduct, and guarantees as to the quality and fitness for purpose of goods and services. Nothing in these Terms and Conditions limits or excludes your rights as a consumer under the ACL.
By accepting these Terms and Conditions, you acknowledge that you have read and understood our disclosures regarding privacy, liability, Rental Guarantee entitlement, and your consumer rights under Australian Consumer Law.
2. Introduction
2.1 Parties:
These terms and conditions ("Terms") constitute a legally binding agreement between Property Brew (referred to as "we," "us," or "our") and you, the user of our online platform ("Platform"). By using our Platform, you agree to be bound by these Terms.
2.2 Platform Overview:
Property Brew operates an online platform that allows users to view investment properties available on the market and reserve properties by expressing interest through our Platform.
2.3 User Definition:
Throughout these Terms, "you" refers to any individual or entity using our Platform. If you are using the Platform on behalf of an employer or business entity, you represent that you are authorized to act on their behalf and bind them to these Terms.
3. Acceptance and Platform License
3.1 Acceptance:
You accept these Terms by accessing or using our Platform. By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.
3.2 Age Requirement:
You must be at least 18 years old to use our Platform. By using the Platform, you represent and warrant that you are at least 18 years old.
3.3 Amendments:
We reserve the right to amend these Terms at any time by providing written notice to you. Your continued use of the Platform after the notice or 30 days after notification (whichever is earlier) constitutes acceptance of the amended Terms.
3.4 Platform License:
Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable license to use our Platform in accordance with these Terms.
3.5 Prohibited Activities:
When using the Platform, you agree not to engage in any unlawful or inappropriate activities, including but not limited to:
3.6 Platform Availability:
We may perform scheduled and emergency maintenance on the Platform, during which it may be unavailable. We will strive to minimize disruptions and provide notice when possible.
3.7 Third Party Services:
You acknowledge that the Platform may rely on or interface with third- party systems ("Third Party Services"). We are not liable for any issues arising from Third Party Services or the unavailability of the Platform due to Third Party Services.
3.8 Support:
If you encounter any difficulties accessing or using the Platform, you must contact our support team via the help desk, phone, or email. We will make reasonable efforts to assist you in a timely manner.
4. Property Brew Services
4.1 Reservation Process:
You may use our Platform to reserve properties ("Properties") for investment purposes. To make a reservation, you must provide basic information, including your business name, contact name, and email address.
4.2 Information Accuracy:
You are responsible for providing accurate information when making a reservation. We are not liable for any issues arising from incorrect information provided by you.
4.3 Reservation Requirements:
To reserve a Property, you must pay the deposit specified on the Platform ("Deposit") and fill out and return an expression of interest form (EOI) within the designated time frame.
4.4 Property Availability:
Properties listed on our Platform may be managed and sold by third parties. If a Property you attempted to reserve is sold, we may offer you an equivalent substitute property or refund your Deposit at our discretion.
4.5 Payment Methods:
Payment methods for the Deposit are outlined on the Platform. We may offer payment through third-party providers, and you agree that we have no control over these providers' actions.
4.6 Payment Authorization:
By making a payment, you warrant that you are authorized to use the selected payment method. If payment is made by direct debit, you authorize our nominated third-party payment processor to debit your account.
4.7 Reservation Rescission:
If you wish to rescind your reservation, you must provide notice via email within the specified timeframe after making the reservation.
4.8 Refund Policy:
The Deposit is refundable and cancellable in accordance with your consumer rights and these Terms.
4.9 Rental Guarantee:
We may provide a rental guarantee for certain Properties as outlined in Annexure 1. The eligibility and conditions for the rental guarantee will vary depending on the property and the rental guarantee provider.
5. Rental Guarantee
5.1 Eligibility Criteria:
The rental guarantee ("Rental Guarantee") may be available for specific property reservation types, including but not limited to:
5.2 Application Process:
Eligibility for the Rental Guarantee varies depending on the rental guarantee provider. You will be required to complete an application and provide relevant documentation to the rental guarantee provider ("Rental Guarantee Provider").
5.3 Assistance Provided:
We will assist you in completing the rental guarantee application as necessary. Additionally, we will notify you of the Rental Guarantee Provider and the requirements for the application process at the time of reserving your property.
5.4 Additional Terms and Conditions:
You may be required to accept additional terms and conditions issued by the Rental Guarantee Provider. These terms and conditions will govern your entitlement to the Rental Guarantee.
5.5 Issuance of Certificate:
Upon acceptance of your rental guarantee application, you will be issued with a certificate from the Rental Guarantee Provider confirming your eligibility for the Rental Guarantee.
5.6 Commencement and Duration:
The Rental Guarantee will commence upon receipt of the certificate from the Rental Guarantee Provider and will end either when the tenant signs the lease or when you no longer qualify to receive the Rental Guarantee.
5.7 Limitations and Changes:
The Rental Guarantee may be subject to limitations, such as maximum compensation amounts or coverage time limits, as determined by the Rental Guarantee Provider. You will be notified of any changes to the Rental Guarantee terms via email or other reasonable means.
5.8 Sole Entitlement:
If the property you reserve is eligible for a Rental Guarantee provided by both us and a third-party, the third-party guarantee will prevail. You are entitled to receive only one Rental Guarantee for each property reserved.
6. Warranties
6.1 Representation of Non-Competitive Use:
By using Property Brew's services, you represent and warrant that you will not utilize our platform in any manner that competes with our business interests.
6.2 Legal Capacity:
You warrant that there are no legal restrictions preventing you from entering into this agreement with Property Brew and utilizing our services.
6.3 Accuracy of Information:
You warrant that all information and documentation provided to Property Brew in connection with the reservation process is true, correct, and complete to the best of your knowledge and belief.
6.4 Compliance with Terms:
You agree to comply with all the terms and conditions outlined in this agreement, including any schedules, annexures, or additional documents attached hereto.
6.5 No Breach of Privacy:
You warrant that you will not engage in any activities on the platform that would constitute a breach of an individual's privacy, including uploading private or personal information without their consent.
6.6 Non-Defamatory Use:
You warrant that you will not use the platform to defame, harass, threaten, menace, or offend any person, including sending unsolicited electronic messages.
6.7 No Unauthorized Modifications:
You warrant that you will not tamper with or modify the platform in any way, including transmitting viruses or using trojan horses.
6.8 Compliance with Third-Party Terms:
You agree to comply with any additional terms and conditions imposed by third-party service providers, including payment processors, whose services are utilized in connection with the platform.
6.9 Notification of Reservation Cancellation:
You agree to provide timely notice to Property Brew via email if you wish to rescind a property reservation.
6.10 Compliance with Consumer Law Rights:
You acknowledge and agree to abide by your rights under the Australian Consumer Law (ACL) and any similar consumer protection laws and regulations applicable to you.
7. Australian Consumer Law
7.1 Consumer Law Rights:
Property Brew acknowledges that certain legislation, including the Australian Consumer Law (ACL) found in the Competition and Consumer Act 2010 (Cth), confers rights, warranties, guarantees, and remedies upon consumers that cannot be excluded, restricted, or modified.
7.2 Acknowledgment of Consumer Rights:
If you are deemed a consumer under the ACL, nothing in this agreement excludes, restricts, or modifies your Consumer Law Rights. Property Brew agrees that its liability for services provided to consumers under the ACL is governed solely by the ACL and the terms outlined in this agreement.
7.3 Exclusion of Warranties:
Subject to your Consumer Law Rights, Property Brew excludes all express and implied warranties. All services provided by Property Brew are offered without warranties of any kind, whether express or implied, to the fullest extent permitted by law.
7.4 Survival of Clause:
This clause regarding the application of the Australian Consumer Law will survive the termination or expiry of this agreement.
8. Liability
8.1 Limitation of Liability:
Property Brew and the Affiliate mutually agree that, to the maximum extent permitted by law:
(a) Neither party will be liable for Consequential Loss, including but not limited to any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act, or omission.
(b) Property Brew will not be liable for any Liability arising from or in connection with the payment of fees, problems with internet access affecting the Platform's availability, or the unavailability of properties due to third-party actions.
(c) Each party's liability for any Liability under these terms will be reduced proportionately to the extent caused by the other party's acts or omissions.
(d) Property Brew's aggregate liability for any Liability arising from or in connection with this agreement will be limited to the fees paid by the Affiliate in the preceding 12 months.
8.2 Survival of Clause:
This clause pertaining to liability limitations will survive the termination or expiry of this agreement.
9. General
9.1 Assignment:
Unless with prior written consent from the other party, neither Party shall assign or deal with the whole or any part of its rights or obligations under this agreement.
9.2 Dispute Resolution:
In the event of a dispute, the Parties agree to attempt to resolve it through good faith negotiations. If a resolution cannot be reached, both Parties agree to engage in mediation before commencing court proceedings.
9.3 Entire Agreement:
This agreement constitutes the entire understanding between Property Brew and the Affiliate. No representation or statement has been made, except as expressly stipulated in this agreement, superseding all previous discussions, communications, negotiations, and agreements.
9.4 Force Majeure:
Neither Party will be held liable for any delay or failure to perform its obligations under this agreement due to circumstances beyond its reasonable control, such as acts of God, natural disasters, or government actions.
9.5 Governing Law:
This agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Property Brew operates. Both Parties submit to the exclusive jurisdiction of the courts in that jurisdiction.
9.6 Notices:
Any notices required or permitted under this agreement shall be in writing and delivered to the respective addresses provided by each Party. Notices may be delivered via email or standard post and will be deemed received upon delivery.
9.7 Severability:
If any provision of this agreement is deemed invalid or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of the agreement shall remain in full force and effect.
10. Definitions
Affiliate: Refers to any individual or entity that enters into an agreement with Property Brew to promote its services and earn commissions.
Platform: The online platform provided by Property Brew where Affiliates can view available properties and make reservations.
Reservation Fee: The fee paid by Affiliates to reserve a property through the Platform.
Rental Guarantee: A guarantee provided by Property Brew or a third-party provider to compensate Affiliates for unoccupied properties under certain conditions.
Consequential Loss: Any loss or damage that does not arise directly from a breach but may result indirectly from it.
Force Majeure Event: An event or circumstance beyond the control of either Party that prevents them from fulfilling their obligations under the agreement.
Liability: Any expense, cost, loss, damage, claim, or proceeding arising from the agreement.
Australian Consumer Law (ACL): Legislation that protects consumers' rights and sets out regulations for consumer transactions in Australia.
Property Brew's liability is outlined, and your entitlement to certain guarantees and protections is established. Both Parties agree to abide by the terms of this agreement and to act in good faith to resolve any disputes that may arise. This agreement is governed by the laws of the jurisdiction in which Property Brew operates.
Annexure 1 – Rental Guarantee
1. Guarantee
1.1 If a party reserves a property with Property Brew according to the terms outlined in this agreement and the property remains unoccupied by tenants, the party may be entitled to receive financial compensation as part of the Rental Guarantee.
1.2 The Rental Guarantee may be provided either by Property Brew or by a third-party provider, depending on the property reserved (Rental Guarantee Provider).
2. Eligibility
2.1 Eligibility for the Rental Guarantee may vary depending on the Rental Guarantee Provider.
2.2 Parties will be required to complete an application and provide relevant documentation to the Rental Guarantee Provider (Rental Guarantee Application).
2.3 Property Brew will notify parties of the Rental Guarantee Provider and the requirements for the Rental Guarantee Application at the time of reserving the property.
2.4 Property Brew will assist parties in completing the Rental Guarantee Application as necessary.
2.5 Parties may be required to accept additional terms and conditions issued by the Rental Guarantee Provider.
2.6 Upon acceptance of the Rental Guarantee Application, parties will receive a certificate from the Rental Guarantee Provider.
3. Conditions
3.1 The Rental Guarantee will commence after parties receive the certificate from the Rental Guarantee Provider and will end either when the tenant signs the lease or when the party no longer qualifies to receive the Rental Guarantee.
3.2 Parties will only be entitled to Rental Guarantee payments after receiving the certificate from the Rental Guarantee Provider.
3.3 The Rental Guarantee may be subject to limitations such as maximum compensation amounts or coverage time limits.
3.4 If the reserved property is eligible for a Rental Guarantee provided by both Property Brew and a third-party, the third-party guarantee will prevail. Parties are entitled to receive only one Rental Guarantee for each reserved property.
3.5 Any changes to the Rental Guarantee by the Rental Guarantee Provider will be communicated to parties via email or other reasonable means. Parties who disagree with the changes will have the opportunity to terminate their agreement within 7 days.
Affiliate Program
1. Introduction
This Affiliate Agreement (the "Agreement") is entered into between Property Brew ("Property Brew," "we," "us," or "our"), a property marketing platform, and you ("Affiliate," "you," or "your"), collectively referred to as the "Parties" and individually as a "Party."
This Agreement outlines the terms and conditions governing the relationship between Property Brew and the Affiliate in connection with the referral of customers to Property Brew's platform.
By accepting the terms of this Agreement, you acknowledge and agree to comply with all provisions set forth herein. This Agreement shall commence on the date you accept these terms (the "Commencement Date") and shall continue until terminated in accordance with its terms (the "Term").
Please read this Agreement carefully. If you do not agree with any provision of this Agreement, you should not accept these terms and should not participate in the affiliate program offered by Property Brew.
2. Acceptance
2.1 Acceptance of Terms:
By accepting these terms on the Property Brew platform, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
2.2 Commencement Date:
This Agreement shall commence on the date you accept these terms on the Property Brew platform (the "Commencement Date") and shall continue until terminated in accordance with its terms (the "Term").
2.3 Affiliate Process:
You agree to abide by the affiliate process outlined by Property Brew for referring customers. This may include, but is not limited to, providing referrals via email, using specific URLs provided by Property Brew, or any other process agreed upon in writing between the Parties.
2.4 Exclusive Relationship:
You understand and acknowledge that nothing in this Agreement creates an exclusive relationship between you and Property Brew. Property Brew reserves the right to enter into arrangements with other individuals or entities, including in relation to potential new business or clients.
2.5 Conflict of Interest:
You agree to inform Property Brew in writing if you become aware of any actual or potential conflict of interest between this Agreement and any other work you are undertaking. You further agree to take reasonable steps to resolve any conflicts of interest that may arise.
3. Affiliate Responsibilities
3.1 Customer Referrals:
During the Term of this Agreement, you agree to use your best efforts to refer customers to Property Brew in accordance with the agreed-upon affiliate process outlined in Section 2.
3.2 Exclusions:
Property Brew reserves the right to reject any customer referrals that:
3.3 Non-Exclusive Relationship:
You acknowledge that this Agreement does not create an exclusive relationship between you and Property Brew. Property Brew may engage with other individuals or entities for business activities similar to the services outlined in this Agreement.
3.4 Conflict of Interest:
In the event of any actual or potential conflict of interest between your obligations under this Agreement and any other work you are undertaking, you agree to promptly notify Property Brew in writing and take necessary steps to resolve the conflict.
3.5 Business Conduct:
You agree to conduct business in a manner that reflects favorably on Property Brew and its services. This includes refraining from engaging in any unfair, deceptive, or unethical business practices.
3.6 Costs and Expenses:
You are responsible for bearing all costs and expenses incurred in connection with your activities as an affiliate of Property Brew.
3.7 Representation:
You agree not to make any false or misleading representations with respect to Property Brew and its services. Any representations made must accurately reflect the services provided by Property Brew.
3.8 Compliance:
You agree to comply with all relevant laws, regulations, and industry standards applicable to your activities as an affiliate of Property Brew.
4. Affiliate Fee
4.1 Payment for Property Purchases:
Property Brew agrees to pay you a fixed fee ("Affiliate Fee") as agreed upon between the parties for each customer referred by you who purchases any property listed on the Property Brew platform and proceeds to construction, with the first foundation slab laid.
4.2 Conditions for Payment:
The Affiliate Fee is payable only if the following conditions are satisfied:
4.3 Sales Report and Invoicing:
4.4 Claims by Third Parties:
In the event that a third party makes a claim for an affiliate fee in respect of a customer referred by you, Property Brew reserves the right to apportion the Affiliate Fee among the claimants at its sole discretion, after reasonable consultation with all relevant parties.
4.5 Set-off or Deductions:
Property Brew reserves the right to set-off or deduct from any amounts payable to you under this Agreement any amounts that you owe to Property Brew, whether under this Agreement or otherwise.
5. Payment Terms
5.1 Payment Schedule:
5.2 Method of Payment:
Payment of the Reservation Fee and Affiliate Fee will be made via electronic bank transfer to the bank account specified by you in your invoice.
5.3 Taxes:
You are responsible for any taxes, duties, or levies imposed on the payments received under this Agreement. Property Brew will not withhold any taxes from the payments made to you unless required by law.
5.4 Disputed Invoices:
If you dispute any invoice or sales report provided by Property Brew, you must notify Property Brew in writing within 7 days of receipt of the invoice or sales report. The parties will then work together in good faith to resolve the dispute promptly.
6. Confidentiality
6.1 Confidential Information:
Each Party agrees to keep confidential and not to use, disclose, or permit the unauthorized use or disclosure of any confidential information provided by the other Party ("Confidential Information").
Confidential Information includes, but is not limited to, information related to the business operations, customers, finances, strategies, trade secrets, and any other information designated as confidential by the disclosing Party.
6.2 Exceptions:
The obligations of confidentiality under this Agreement do not apply to information that:
6.3 Protection of Confidential Information:
Each Party agrees to take reasonable measures to protect the confidentiality of the other Party's Confidential Information, including implementing and maintaining appropriate security measures to prevent unauthorized access, use, or disclosure.
6.4 Survival:
The obligations of confidentiality under this Agreement will survive the termination or expiration of this Agreement for a period of 5 years.
6.5 Return of Confidential Information:
Upon termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy (at the disclosing Party's option) all Confidential Information received under this Agreement, including any copies or reproductions thereof, except to the extent that retention of such information is required by law or regulation.
6.6 Confidentiality of Agreement:
The terms and conditions of this Agreement are deemed Confidential Information of both Parties and may not be disclosed to any third party without the prior written consent of the other Party, except as required by law.
7. Privacy
7.1 Compliance with Privacy Laws:
The Parties agree to comply with all applicable privacy laws and regulations, including but not limited to the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth), and any other relevant privacy laws that may apply.
7.2 Handling of Personal Information:
Each Party agrees to handle any personal information obtained in connection with this Agreement in accordance with applicable privacy laws and the highest standards of privacy protection.
Personal information shall be collected, used, disclosed, and stored only for the purposes specified in this Agreement or as otherwise agreed upon by the Parties.
The Parties shall implement and maintain reasonable security measures to protect personal information from unauthorized access, use, or disclosure.
7.3 Notification of Security Incidents:
In the event of any security incident involving the personal information of either Party, the affected Party shall promptly notify the other Party of the incident, including the nature of the breach, the affected data, and any remedial actions taken or planned.
7.4 Cooperation and Assistance:
In the event of a security incident or breach involving personal information, the Parties agree to cooperate fully and provide assistance to each other as necessary to investigate, mitigate, and remedy the incident.
7.5 Indemnification:
Each Party agrees to indemnify and hold harmless the other Party from and against any liabilities, damages, losses, costs, or expenses arising out of or related to any breach of privacy laws or the obligations under this section.
7.6 Survival:
The obligations under this section shall survive the termination or expiration of this Agreement.
8. Intellectual Property
8.1 Ownership of Intellectual Property:
All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in any materials, documents, software, or other items provided by either Party ("Materials"), shall remain the sole property of the Party providing such Materials.
8.2 License Grant:
Each Party hereby grants the other Party a non-exclusive, non- transferable license to use its intellectual property solely for the purposes of performing its obligations under this Agreement.
8.3 Use of Materials:
The Parties agree to use the Materials provided by the other Party only for the purposes specified in this Agreement and in accordance with any restrictions or instructions provided by the owning Party.
8.4 Derivative Works:
Any modifications, enhancements, or derivative works created by either Party based on the other Party's Materials shall be owned by the Party creating such works, subject to the rights granted under this Agreement.
8.5 Protection of Intellectual Property:
Each Party agrees to take reasonable measures to protect the other Party's intellectual property from unauthorized use, disclosure, or infringement.
8.6 Indemnification:
Each Party agrees to indemnify and hold harmless the other Party from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to any infringement or misappropriation of intellectual property rights.
8.7 Survival:
The provisions of this section shall survive the termination or expiration of this Agreement.
9. Warranties and Representations
By agreeing to these terms, you represent, warrant, and agree to the following:
(a) You affirm that you have not become aware of any actual or potential conflict of interest in providing the Customers, and that the execution and performance of this Agreement by you do not conflict with any applicable laws or any other agreements binding on you.
(b) You commit to conducting business in a manner that reflects favorably on Property Brew and our services.
(c) You agree not to engage in any unfair, deceptive, or unethical business practices in the promotion of Property Brew and our services.
(d) You acknowledge that you will bear all costs and expenses incurred in connection with your activities as our affiliate.
(e) You will refrain from making any false or misleading representations regarding Property Brew and our services.
(f) You understand and agree that you have no authority to enter into contracts or commitments on behalf of Property Brew or to bind Property Brew in any respect.
(g) You undertake to comply with all relevant laws, including those requiring disclosure of any affiliate fees you may receive from Property Brew, to the Customer or any potential Customer.
(h) Except as expressly permitted or required by law, you will not make any undertakings, guarantees, or warranties to any person regarding Property Brew and our services without our prior written consent.
(i) In marketing our services and seeking Customers, you will exercise due care and skill and avoid engaging in any unfair, deceptive, or unethical business practices.
(j) You will refrain from any actions that may adversely affect the goodwill, brand, or reputation of Property Brew or our services.
(k) You agree to comply with any reasonable directives issued by Property Brew from time to time.
(l) You confirm that you are not entering into this Agreement as a trustee of a trust.
10. Liability
Notwithstanding any other provision in this Agreement, to the fullest extent permitted by applicable law:
(a) You agree to indemnify Property Brew from and against any liability, loss, damage, cost, or expense (including reasonable legal fees) that we may suffer, incur, or become liable for arising from or in connection with any breach of clauses 6, 8, or 9 of this Agreement.
(b) Each Party's liability for any liability under this Agreement will be proportionately reduced to the extent that the relevant liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel).
(c) Property Brew shall not be liable for any third parties associated with facilitating your role as our affiliate.
11.2 This clause 11 will survive the termination or expiry of this Agreement.
11. Termination
11.2 Either party may terminate this Agreement at any time by providing written notice of termination to the other party. The notice period shall be 30 days unless otherwise agreed upon by both parties.
11.3 Property Brew may terminate this Agreement immediately upon written notice if you breach a material term of this Agreement, and such breach remains unremedied for a period of 3 days following written notice of the breach.
11.4 Upon termination or expiration of this Agreement:
(a) You shall cease to provide Customers to Property Brew;
(b) If termination is due to your breach, you agree to reimburse Property Brew for any additional costs reasonably incurred as a result of the termination;
(c) Each party shall promptly return or destroy all property, including confidential information and intellectual property, belonging to the other party;
(d) Property Brew shall pay you any Affiliate Fees owing for Customers properly provided by you up to the termination date, subject to clause 5.6;
(e) Property Brew shall continue to pay you Affiliate Fees for Customers made during the term in accordance with the Payment Terms.
11.5 Termination of this Agreement shall not affect any rights or liabilities accrued under it prior to termination.
11.6 This clause 12 shall survive the termination or expiry of this Agreement.
12. General
12.1 Amendment:
This Agreement may only be amended by a written instrument executed by both parties.
12.2 Assignment:
Neither party shall assign, novate, or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, except as provided in clause 13.3.
12.3 Assignment of Debt:
Property Brew reserves the right to assign or transfer any debt owed by you to Property Brew, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
12.3 Assignment of Debt:
Property Brew reserves the right to assign or transfer any debt owed by you to Property Brew, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
12.4 Disputes:
Any dispute arising under or in connection with this Agreement (Dispute) shall be resolved in accordance with clause 13.4. If a Dispute arises, either party shall provide written notice to the other party specifying the nature of the Dispute. The parties shall attempt to resolve the Dispute amicably through good faith negotiations. If the Dispute cannot be resolved through negotiation, either party may refer the matter to mediation in accordance with its mediation rules.
12.5 Electronic Execution:
This Agreement may be executed using electronic signatures. The parties agree that electronic signatures shall be deemed original signatures for all purposes under this Agreement.
12.6 Governing Law:
This agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Property Brew operates. Both Parties submit to the exclusive jurisdiction of the courts in that jurisdiction.
12.7 Notices:
Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by email to the addresses provided by the parties.
12.8 Relationship of Parties:
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
12.9 Subcontracting:
You agree not to subcontract any part of the Affiliate Process without Property Brew's prior written consent. Any approved subcontracting does not relieve you of liability under this Agreement, and you remain liable for the acts and omissions of subcontractors.
13. Definitions
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
Affiliate Process: The process outlined in this Agreement for referring Customers to Property Brew.
Affiliate Fee: The fixed fee payable by Property Brew to the Affiliate for each Customer who purchases a property listed on the Property Brew Platform and proceeds to construction, subject to the conditions set forth in this Agreement.
Business Day: A day on which banks are open for general banking business in Australia, excluding Saturdays, Sundays, and public holidays.
Customer: A person referred to Property Brew by the Affiliate, in accordance with the Affiliate Process, and who meets the conditions set forth in this Agreement.
Dispute: Any dispute, controversy, or claim arising from or in connection with this Agreement.
Existing Client: A Customer who has engaged with Property Brew independently of any referral by the Affiliate under this Agreement.
Intellectual Property: Any and all rights throughout the world relating to copyright, designs, patents, trademarks, domain names, know-how, trade secrets, confidential information, and other intellectual property rights.
Liability: Any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding, or judgment, whether direct or indirect.
Our Materials: All materials, information, and services owned or developed by Property Brew or its personnel.
Personal Information: Information that identifies an individual or is capable of doing so, as defined in applicable privacy laws.
Privacy Laws: Laws relating to privacy, including but not limited to the Privacy Act
Reservation Fee: The fee payable by Property Brew to the Affiliate for each Customer who successfully reserves a property on the Property Brew Platform, subject to the conditions set forth in this Agreement.
Sales Report: A report provided by Property Brew to the Affiliate, setting out the Affiliate Fee payable for a specified period.
Security Incident: The actual or likely occurrence of a breach of clause 8 of this Agreement or an eligible data breach as defined in applicable privacy laws.
Your Materials: All materials, information, and services owned or developed by the Affiliate or its personnel.
This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
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