Terms and Conditions for Purchasers and Investors
Disclaimer and information required by ASIC CO 02/273
The purpose of this communication and or website is to advise you that Worimi Pty Ltd t/a Ray White Business Sales Sydney (CBD) is a licensed business sales agent. The businesses offered for sale on this website are available to registered users only. Some of the business sale entities described in it are currently for sale and others are seeking capital. We request that any buyer of these entities is expected to make their own enquiries.
It is not an offer of securities in these entities nor a recommendation for you to purchase them. The information is based on representations made by these entities to Worimi Pty Ltd and its associates (“Worimi”).
Worimi has not undertaken any due diligence to verify the accuracy of these representations. The information is provided “as is”, without warranty of any kind.
In receiving this communication or publication and contacting Worimi to seek an introduction to any of these entities, you agree that Worimi shall have no liability to you for any loss or damage you may suffer or incur, as a result of the information provided. The information is given and any introduction is made pursuant to the Business Agents License 10036212 or ASIC CO 02/273 and RG 129 as applicable.
In accordance with CO 02/273, note that an investment in any business carries high risks. It is highly speculative and before investing in any project about which information is given, prospective investors are strongly advised to take appropriate professional advice. The information contained in this communication or publication (the “Publication”) has been prepared by or on behalf of the person who is proposing to sell all or part of their business, issue or sell the securities or scheme interests and Worimi has not undertaken an independent review of the information contained in the Publication.
The information contained in the Publication about the proposed business for sale or opportunity and the securities or scheme interests is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document, Product Disclosure Statement or any other notice that may be required under the Corporations Act 2001 (Cth), as the Corporations Act 2001 (Cth) may apply to the investment. Detailed information may be needed to make an investment decision, for example, financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports. Prospective purchasers and investors should be aware that limited or no established market exists for the trading of any securities or scheme interests that may be offered.
Terms and Conditions of Confidentiality Agreement
The Discloser may provide Confidential Information to the Recipient in connection with the sale of a business (the Discussions).
In consideration of the Discloser engaging with the Recipient in relation to the Discussions, the Recipient agrees to treat the Confidential Information as confidential on the terms and conditions set out below.
It is agreed as follows.
1 Confidential Information means this Agreement and all information of the Discloser which is disclosed to or otherwise comes to be known by the Recipient, whether before or after the date of this Agreement, which is in fact or which is reasonably regarded by the Discloser as confidential to the Discloser. This includes but is not limited to information relating to technology, processes, products, specifications, inventions or designs used or developed by the Discloser, trade secrets and know-how and information of a commercially sensitive nature.
Permitted Purpose means the purpose of enabling the Recipient and the Discloser to have the Discussions.
2 The Recipient must:
(a) keep confidential all Confidential Information and, except as permitted under this Agreement, not use or disclose any of it without the Discloser’s prior written consent;
(b) ensure that the Confidential Information is only disclosed to those directors, employees and professional advisers of it (and its related bodies corporate) who have a specific need to access the Confidential Information for the Permitted Purpose;
(c) ensure that those directors, employees and professional advisers of it (and its related bodies corporate) to whom the Confidential Information is disclosed comply with this Agreement; and
(d) immediately on request by the Discloser, return or destroy all copies of the Confidential Information.
3 The obligations in this Agreement do not apply to any Confidential Information which the Recipient can prove:
(a) is in, or comes into, the public domain other than by a breach of this Agreement;
(b) was lawfully in its possession prior to disclosure by the Discloser;
(c) was received from a third party who is not under an obligation to the Discloser to maintain the Confidential Information in confidence and who legitimately obtained the Confidential Information; or
(d) subject to clause 4, it is required to disclose in order to enforce this Agreement or under law or a binding order of a governmental agency or court.
4 If the Recipient wishes to rely on clause 3(d), it must:
(a) inform the Discloser of the required disclosure in advance to enable the Discloser to have a reasonable opportunity to object to the required disclosure; and
(b) use all reasonable efforts to obtain confidential treatment of such Confidential Information required to be disclosed.
5 The Recipient acknowledges that:
the Discloser owns the Confidential Information and all rights (including intellectual property rights) in it; and
the Discloser reserves all rights in the Confidential Information. No rights in the Confidential Information, other than those expressly contained in this Agreement, are granted or to be implied from this Agreement. In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right now or in the future held, made, obtained or licensable by the Discloser.
6 The Recipient further acknowledges that:
the value of the Confidential Information to the Discloser is unique and difficult to assess in monetary terms;
a breach by the Recipient of any of its obligations under this Agreement would irreparably harm the Discloser and damages would not be an adequate remedy for any such breach; and if the Recipient actually breaches or threatens to breach this Agreement, the Discloser will be entitled to enforce this Agreement by injunctive relief or specific performance as a remedy (in addition to other available relief) without proof of actual or special damage.
7 The Recipient indemnifies and will keep indemnified the Discloser against all claims, proceedings, liabilities, losses, damages, expenses and legal costs (on a solicitor-client basis) that the Discloser may reasonably sustain or incur as a result of any breach of this Agreement by the Recipient.
8 Each party warrants that it has the full power and authority to enter into and perform its obligations under this Agreement.
9 This Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.
10 This Agreement may be amended only by another agreement executed by both parties.
11 The obligations in this Agreement will continue indefinitely in respect of each item of Confidential Information until such Confidential Information subsequently falls within an exception in clause 3.
12 A party may not assign any of its rights or obligations under this Agreement without the written consent of the other party.
13 Information about this business and similar businesses will be provided electronically by email and data room. By signing this agreement, the recipient authorises Ray White business Sales to provide ongoing correspondence via email.
14 This Agreement is governed by the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of courts exercising jurisdiction there.
15 This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
16 The parties agree to following the 10 point sales process as set out below.
16.1 Feedback and questions with the broker.
16.2 Optional phone conference with the owner or manager (if under management)
16.3 Purchaser provides an “expression of interest” or “non binding offer” to purchase the business
16.4 If accepted, a 10% holding deposit is paid to Ray White Trust account – fully refundable until the parties exchange contracts
16.5 The draft contract of sale provided in the sales data room should now be forwarded to the purchasers solicitor for review
16.6 A Heads of agreement is drawn up by Ray White and signed by the parties – unless agreed, non binding at this point and subject to final due diligence.
16.7 Once the heads of agreement is signed, the parties may agree to act exclusively for an agreed period of time, generally 7-10 days.
16.8 Final Due Diligence – complete any further further due diligence including a site visit to meet the owner or manager (if under management)
16.9 The Final contract of sale is modified in line with the heads of agreement and re issued to the purchasers solicitor for review and sign off.
16.10 The final signed versions of the contract of sale are then exchanged by the solicitors – the agreement is binding on both parties and generally only subject to a lease assignment or new lease if applicable.
17. By ticking this box, you agree to receive emails and future communication from Ray White Business Sales Sydney.