Conjunction Agreement

The Conjuncting Agency acts in conjunction with, and under, the Listing Agency's appointment to sell the Property. The parties agree to work together on a conjunction basis for the sale of the Property during the period specified in this Agreement. These arrangements may only be terminated before expiry: (a) by written agreement between the parties; (b) automatically, if the Listing Agency's appointment is terminated by the registered owner/s; (c) by either party on written notice, if the other party commits a material breach of this Agreement and fails to remedy it within 10 business days of a written notice requiring remedy; or (d) by either party on written notice, if the other party becomes insolvent, enters administration or liquidation, or ceases to hold the licence required by clause 7. This Agreement expires automatically at the end of the Duration unless renewed in writing by both parties. Notwithstanding expiry or termination, the Conjuncting Agency remains entitled to its commission share under clause 5 if the Property is sold to a buyer introduced by the Conjuncting Agency before expiry or termination.

The Listing Agency holds the appointment to sell the Property and retains the primary relationship with the seller. The Conjuncting Agency may communicate with the buyer and facilitate inspections or offers where lawful, but has no authority to bind the seller or the Listing Agency. The Conjuncting Agency must not represent itself as the listing or appointed selling agent and must not make representations inconsistent with this arrangement.

The Conjuncting Agency will introduce a genuine prospective buyer to the Property. BuyFinder platform records — including invitation timestamps, buyer registration records and buyer identity — are prima facie evidence of introduction facts, rebuttable by evidence to the contrary. Where both parties claim to have introduced the same buyer, priority is determined first by platform records and then by the earliest verifiable written record. Any dispute as to priority must be raised promptly and before settlement.

The total commission payable by the seller to the Listing Agency is as separately agreed between the Listing Agency and the seller. This Agreement governs only the division of that commission between the two agencies and creates no obligation on the seller.

Commission is payable if a contract is entered into with the buyer/s introduced by the Conjuncting Agency and settlement of that contract occurs. This entitlement applies regardless of whether settlement occurs via the original buyer, a nominee, a related entity, or under a substituted contract for the same Property, provided the introduced buyer was the effective cause of the transaction. Upon settlement the Listing Agency will pay the Conjuncting Agency the commission amount specified in this Agreement. Where the commission payable to the Conjuncting Agency is a fixed amount, the amount payable must not exceed the gross commission actually received by the Listing Agency for the transaction; if the Listing Agency receives less than the full commission (including where it receives a share of a forfeited deposit only), the Conjuncting Agency is entitled to a proportionate share of the amount actually received. A valid tax invoice (or, where clause 6 applies to a non-registered party, a written payment notice) must be provided at or before settlement. Payment is due within 3 business days of the Listing Agency receiving the gross commission from the seller.

Unless otherwise stated, all commission amounts in this Agreement are inclusive of GST where the recipient is registered for GST. If the Conjuncting Agency is not registered for GST, the amount payable to it is the agreed amount excluding any GST component, and it must not issue a document styled as a tax invoice; a written payment notice quoting its ABN is sufficient. Each party is responsible for its own GST obligations. Tax invoices must comply with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

The Listing Agency warrants that: (a) it holds a valid appointment to act for the registered owner/s of the Property under applicable real estate licensing legislation; (b) that appointment permits commission sharing or conjunction with another licensed agent; and (c) it has obtained any vendor consent required for this conjunction arrangement. Each party warrants that it holds a current real estate licence or registration authorising its activities under this Agreement in the state or territory in which the Property is located, is authorised to receive commission for those activities, and will maintain that licence or registration for the duration of this Agreement.

The following additional provisions apply according to the state or territory in which the Property is located. Victoria: the Listing Agency warrants that its engagement or appointment to sell the Property contains the statement required by section 48 of the Estate Agents Act 1980 (Vic) permitting the sharing of commission with the Conjuncting Agency. Tasmania: the parties acknowledge that under section 47(3) of the Property Agents and Land Transactions Act 2016 (Tas) commission sharing must be disclosed to the vendor; the Listing Agency must make that disclosure before any commission is shared, and the services to be provided, the Property, the calculation of the commission split, the treatment of expenses and the termination arrangements are as set out in this Agreement for the purposes of section 44(3) of that Act. Western Australia: for the purposes of section 60(2) of the Real Estate and Business Agents Act 1978 (WA), the services to be performed by the Conjuncting Agency and the calculation of its commission share are as set out in this Agreement, and each party must be given an executed copy of this Agreement immediately after execution by both parties.

The Conjuncting Agency warrants that neither it, nor any of its directors, employees or agents, holds or intends to obtain a beneficial interest in the purchase of the Property, and that the buyer/s introduced under this Agreement hold no beneficial interest in the Conjuncting Agency. If any such interest arises or is proposed, the party concerned must, before any interest is obtained, comply with the beneficial-interest disclosure, consent and approved-form requirements of the real estate legislation of the state or territory in which the Property is located.

Each party agrees to act in accordance with all applicable laws and professional obligations, including real estate licensing legislation and professional conduct rules in their relevant state or territory, and the Australian Consumer Law. Neither party may make misleading or deceptive representations to any buyer, seller or agent in connection with this Agreement.

The parties agree to keep the terms of this Agreement confidential and not to disclose the commission arrangements to any buyer, seller or third party, except: (a) disclosure to the seller or a party's client where required by law, by the terms of the Listing Agency's appointment, or by a party's professional obligations (including the vendor disclosure required in Tasmania under clause 8); (b) disclosure required by law or a regulator; or (c) with the prior written consent of the other party.

If a dispute arises under or in connection with this Agreement, a party must give written notice of the dispute to the other party, and the parties must first attempt in good faith to resolve the dispute by negotiation within 10 business days of that notice. If the dispute is not resolved within that period, either party may refer it to mediation administered by the Resolution Institute in accordance with the Resolution Institute Mediation Rules, with the costs of the mediator shared equally. Neither party may commence court proceedings (except proceedings seeking urgent interlocutory relief) until the mediation has concluded or the other party has failed to participate in it.

Each party warrants that the details it has provided in this Agreement — including its legal identity, agency name, ABN and (if provided) licence number — are true, accurate and complete. Each party is responsible for making its own enquiries about the other party, including as to legal identity, licensing and standing, and has not relied on BuyFinder to verify any of that information.

Nothing in this Agreement creates a partnership, joint venture, employment or fiduciary relationship between the parties, and neither party is the agent of the other except to the limited extent expressly stated in this Agreement. Neither party may incur obligations on behalf of the other.

Neither party may assign, transfer or novate its rights or obligations under this Agreement without the prior written consent of the other party.

This Agreement may be executed electronically. An electronic signature affixed by an authorised representative of each party is capable of constituting a valid and binding signature in accordance with the Electronic Transactions Act 1999 (Cth) and applicable state or territory electronic transactions legislation, where the statutory requirements for electronic signatures are met. Each party consents to the electronic execution of this Agreement.

This Agreement is governed by the laws of the state or territory in which the Property is located, Australia, being the jurisdiction in which the Property is located. The parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction. To the extent of any inconsistency between this Agreement and a mandatory provision of the law of the Property's jurisdiction, that mandatory provision prevails. Each party remains responsible for compliance with real estate licensing and conduct obligations in their own state or territory.

Each party must handle buyer personal information shared under this Agreement in compliance with the Privacy Act 1988 (Cth) and any applicable state privacy legislation. Buyer information may only be used for the purposes of this Agreement. Each party must implement reasonable security measures to protect shared buyer data and must not disclose it to third parties without the data subject's consent, except as required by law.

Notices under this Agreement may be given by email to the address shown on page 1 of this Agreement, or through the BuyFinder platform messaging system. A notice is deemed received on the day it is sent if sent before 5:00 pm on a business day in the recipient's state or territory, otherwise on the next business day.

Severability: if any provision of this Agreement is unenforceable it is severed and the remainder continues in force. Entire Agreement: this document constitutes the entire agreement between the parties regarding conjunction for the Property and supersedes any prior oral or written understandings on the same subject matter. Survival: clauses 5 (Payment of Commission Split), 11 (Confidentiality), 12 (Dispute Resolution), 13 (Party Details and Self-Responsibility) and 17 (Governing Law) survive expiry or termination of this Agreement.

This Agreement has been facilitated through the BuyFinder platform (BuyFinder Australia Pty Ltd ABN 30 696 397 903). BuyFinder is not a party to this Agreement, does not provide legal advice, does not verify the identity, licensing or ABN details declared by either party, and makes no warranty as to the legal effect or enforceability of this Agreement. The parties are encouraged to obtain independent legal advice if required.