Terms of trade

iearn Members

General
1. These Terms of Trade are between the Member/Referrer (You, Your) and IEARN PTY LTD (ACN 603902085) (Us, We, Our).
2. These Terms of Trade apply to:
  1. the establishment, operation and use of any account of Yours with Us; and
  2. all transactions effected between You and Us in relation to the supply of the Services ; and
3. These Terms of Trade take precedence over Terms of Trade contained in any document of Yours or elsewhere.
4. You agree to be bound by, and comply with, these Terms of Trade.
5. You agree to comply with all relevant laws relating to Your use of Our Website and any membership with Us or referral through Us.
6. All variations to these Terms of Trade must be agreed to by both Us and You in writing.
Nature of our relationship with you
1. You acknowledge now and at all times that the relationship between Us and You is one of Referral Network Business Supplier and Member / Referrer.
2. You further acknowledge that the relationship is not one of principal and agent, ,joint venturers , partners or employer and employee
3. You acknowledge that the Business conducted by Us is in the nature of a Referral Network business and that We are not operating in any capacity as Real Estate Agents Stock and Station Agents or Business Brokers as defined by the Property Stock and Business Agents Act 2002 [NSW]
Commencement
1. These Terms of Trade commence upon You becoming a Member once We approve Your application.
Website Account
1. If You register an account with Us through Our Website then:
  1. You must not have more than one (1) active account at any time;
  2. Your account is non-transferrable and is personal to You only; and
  3. You may only update or edit Your account at any time through Our Website with Our consent or .terminate the Account pursuant to Clauses 18 and/or 19.
2. You are responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer.
3. You agree to accept responsibility for all activities that occur under Your account.
Membership
1. In order to access or use Our Services, You must become a member. In order to become a member You must:
2. complete the Membership Application form on the Website by providing all the information required in the form including Your bank account
3. if You are a Land and/or Business Agent, pay the Membership Fee, unless waived by Us
4. Accept these terms and conditions by clicking ‘accept’ where indicated on the Website
5. If You are a Land and/or Business Agent or have a Sales Certificate to sell real estate or business, provide Us with a scanned copy of your licence or certificate
6. If You are not a Land and/or Business Agent, provide Us with 3 Forms of Acceptable Identity.
7. Having Us approve or reject Your Membership by providing You with confirmation by email of Our acceptance or rejection of Your Application.
8. Once We have confirmed acceptance of Your Membership Application You are bound by these terms of trade.
9. Please refer to Our Privacy Policy linked on Our home page for information relating to our collection, storage and use of the details you provide on registration.
10. You agree to ensure that Your registration details are true and accurate at all times and You undertake to update Your registration details from time to time when they change.
11. On registration, We provide You with a password
Member Rights
1. As a member We agree to provide You with and You are entitled to the following:
2. Access to the Member Portal of the Website
3. Access to the IEARN Referral and Network System and Members
4. Support to enable You to access the both the Website and IEARN Referral and Network System
5. The Services We supply to You from time to time.
6. The Referral fees referred to in Clause 9 below subject to strict compliance with all of Your Obligations under these Terms of Trade.
7. A right to refer sellers and buyers seeking to sell or buy in one or more of the territories to other IEARN members operating within the relevant Territories.
8. Such other member benefits that become available to Members from Us from time to time.
Member Primary Obligations
1. As a Member and in consideration of the Rights referred to in Clause 6 above, You agree You must:
2. always provide Us with accurate true and correct information at all times and on request by Us including but not limited to information about any transaction, sale or purchase that arose or arises out of or was connected to Your use of the IEARN Referral Network System
3. not provide representations which are in any way misleading or deceptive or likely to mislead or deceive Us or any third party
4. promptly supply Us with any information that We may require from You at any time including with respect to any transaction that occurs as a result of Your use of the IEARN referral Network System
5. only refer sellers and buyers wishing to purchase or sell land or a business in a Territory to other IEARN members in that specific Territory.
6. if You are an employed salesperson, seek the consent of the licensee or owner of the business in which You are employed prior to making or accepting a referral.
7. accept a referral from another IEARN member within 48 hours of receiving the referral from the IEARN Website
Membership Fees
1. If You are a Land and/or Business Agent, at the time you become a member You must pay the annual membership fee averaged over a year by twelve monthly instalments commencing with the first instalment on the date We approve Your membership unless We agree to waive that fee.
2. Even if We waive that fee then You must continue to pay the annual Membership fee by twelve monthly instalments commencing with the first instalment on each anniversary date of the Commencement Date.
3. You agree that the annual Membership fee may increase by the Percentage on each anniversary date of the Commencement Date.
How the referral system works
1. You acknowledge that the Referral System has been established by Us to enable You to make and receive referrals of sellers and buyers from other IEARN members and to network with those members.
2. Once You are a member You can access the Member Portal of the Website
3. In order to make and receive referrals You must always operate by completing and using the Website means of communication which then keeps Us fully informed of each referral that You make
4. When You make or receive a referral You must provide all of the information required for each Milestone Event
5. You acknowledge that You can only insert the Milestone Event for “SOLD” when a contract is exchanged unconditionally.
6. You agree that on Settlement of a sale or purchase and if You receive the Commission You will arrange for Total Referral Fee to be paid to Us on receipt of Our Tax Invoice.
7. We must then account to You as a Member entitled to the Member Referral Fee from the monies received within 7 days of receipt.
8. You agree that We are to receive the Total Referral Fee on each referral within 7 days of Completion and
9. You will receive from Us the Member Referral Fee within a further 7 days from the receipt of the Total Referral Fee and
10. We are entitled to retain the remaining balance of the Total Referral Fee.
11. You agree that a referral ceases to be current and therefore not subject to any further payment once a particular transaction has been completed and Your referral fee paid to You for that transaction.
12. You further agree that a Referral is only active for a period of three (3) months from it being listed on the Website and thereafter it becomes stale and We can remove it from the Website at any time after the expiration of that time.
Site Access
1. When you visit our website, We give You a limited licence to access and use our information for personal use.
2. You are permitted to download a copy of the information on this website to Your computer for Your personal use only provided that You do not delete or change any copyright symbol, trade mark or other proprietary notice. Your use of Our content in any other way infringes Our intellectual property rights.
3. Except as permitted under the Copyright Act 1968 (Cth), You are not permitted to copy, reproduce, republish, distribute or display any of the information on this website without Our prior written permission.
4. The licence to access and use the information on Our website does not include the right to use any data mining robots or other extraction tools. The licence also does not permit You to metatag or mirror Our website without Our prior written permission. We reserve the right to serve You with notice if We become aware of Your metatag or mirroring of Our website.
Hyperlinks
1. This website may from time to time contain hyperlinks to other websites. Such links are provided for convenience only and We take no responsibility for the content and maintenance of or privacy compliance by any linked website. Any hyperlink on Our website to another website does not imply Our endorsement, support, or sponsorship of the operator of that website nor of the information and/or products which they provide.
2. You may link our website only with Our consent. Any such linking will be entirely Your responsibility and at Your expense. By linking, You must not alter any of Our website's contents including any intellectual property notices and You must not frame or reformat any of Our pages, files, images, text or other materials.
Intellectual Property Rights
1. The copyright to all content on the Website including applets, graphics, images, layouts and text belongs to Us or We have a licence to use those materials.
2. All trademarks, brands and logos generally identified either with the symbols TM or ® which are used on the website or by Us in any format are either owned by Us or We have a licence to use them. Your access to Our website does not license You to use those marks in any commercial way without Our prior written permission.
3. Any comment, feedback, idea or suggestion (called “Comments”) which You provide to Us through this website becomes Our property. If in future We use Your Comments in promoting Our website or in any other way, We will not be liable for any similarities which mayappear from such use. Furthermore, You agree that We are entitled to use Your Comments for any commercial or non-commercial purpose without compensation to You or to any other person who has transmitted Your Comments.
4. If You provide us with Comments, You acknowledge that You are responsible for the content of such material including its legality, originality and copyright.
Disclaimers
1. Whilst we take all due care in providing Our services, We do not provide any warranty either express or implied including without limitation warranties of merchantability or fitness for a particular purpose.
2. To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is excluded.
3. We also take all due care in ensuring that Our website is free of any virus, worm, Trojan horse and/or malware, however We are not responsible for any damage to Your computer system which arises in connection with Your use of Our website or any linked website.
4. From time to time We may host third party content on Our website such as advertisements and endorsements belonging to other traders. Responsibility for the content of such material rests with the owners of that material and We are not responsible for any errors or omissions in such material.
Invoicing and Payment
1. We may in Our absolute discretion, issue an invoice to You in any one (1) or more of the following ways:
  1. At any time prior to Completion or upon or after Completion :
    1. for an amount equal to the Total Referral Fee
2. The amount payable in an invoice will be effectively 30% of the full Commission
3. You must pay Us within the payment period agreed to by Us and as specified in the invoice.
4. If any invoice is due but unpaid, We may suspend or terminate your Membership and/or exclude You from. the IEARN Website and/or System
5. You are to pay Us on demand interest at the rate of 10% per annum on all overdue amounts owed by You to Us. Such interest will be calculated daily and compounded monthly.
6. All costs and expenses associated with collecting overdue amounts, including, but not limited to, all legal fees and internal costs and expenses (and on a full indemnity basis) incurred by Us, are to be paid by You as a debt due and payable under these Terms of Trade.
GST
1. You and We agree to comply with each of our obligations in relation to Goods and Services Tax (GST) under the A New Tax System (Goods and Services Tax) Act 1999 and any other applicable legislation governing GST.
Personal Property Securities Act
1. You acknowledge and agree that:
  1. These Terms of Trade are a security agreement for the purposes of the PPSA;
  2. If You owe any moneys to Us pursuant to these terms of trade You grant us a security interest in You; and
  3. The security interest secures all amounts owing by You to Us in connection with the relevant Goods under these Terms of Trade.
2. You acknowledge and agree as follows:
  1. We may at any time register a financing statement (or, if relevant, a financing change statement) on the Register in relation to Our security interest in You.
  2. We may register a financing statement or financing change statement on the Register for any period that We determines (at Our discretion).
  3. We may register Our security interest on the Register at any time so long as We believe on reasonable grounds that We will become a secured party in relation to You.
  4. You must do anything reasonably required by Us to enable Us to register the security interest as a PMSI and to maintain that registration.
  5. You agree that We do not need to give You any notice under the PPSA, including without limitation a notice of a verification statement received from the Registrar, unless the notice is required by the PPSA and that requirement cannot be excluded.
3. In the event of a default by You in performing of any of Your obligations in connection with a supply of the Services under these Terms of Trade, You agree that We are not obliged to give notice to any other secured party with interests in You or to any other third party of any enforcement or recovery action that it takes or which it may take with respect to its security interest in You
Agency and Assignment
1. You agree that We may at any time appoint or engage an agent to perform an obligation of Us arising out of or pursuant to these Terms of Trade.
2. You agree that both We and You may assign and transfer to any person or company all or any of its title, estate, interest, benefit, rights, duties and obligations arising in, under or from these Terms of Trade provided that:
  1. the assignee agrees to assume any duties and obligations of Ours or Yours so assigned and transferred and
  2. provided You seek the consent of You and Us in writing respectively which shall not be unreasonably withheld.
  3. Provided that in Your case we approve the assignee and that assignee complies with Clause 5 above.
Default by You and Us
1. Each of the following events is an event of default under these Terms of Trade:
  1. Either You or Us breach these Terms of Trade for any reason, including, but not limited to, defaulting on any payment due under these Terms of Trade;
  2. You being a natural person, commits an act of bankruptcy.
  3. You or Us, being a corporation, are subject to an Insolvency Event.
2. Where You commit an event of default We may:
  1. Terminate your Membership or;
  2. Suspend you from Membership or;
  3. retain ,where applicable, all monies paid to Us by You
  4. Remove any access that you have to the IEARN system or Website.
3. In addition to any action permitted to be taken by Us under clause 18.2, upon the occurrence of an event of default:
  1. all invoices will become immediately due and payable; and
  2. We may terminate all contracts and credit arrangements (if any) with You.
4. Where we commit an event of default You may:
  1. Terminate your Membership
  2. Require Us to pay You any amount due and owing to You by Us
Termination
1. In addition to the express rights of termination provided in these Terms of Trade, either party may terminate this agreement upon the occurrence of any of the following:
  1. an event of default pursuant to clause 18 forthwith (without notice required); or
  2. in any other circumstances, upon giving the other party thirty (30) days written notice.
Exclusions and Limitation of Liability
1. All express or implied terms, conditions, warranties, statements, assurances and representations in relation to any Services and/or the IEARN System are excluded except for:
  1. these Terms of Trade;
  2. the conditions and warranties necessarily implied under the law of the relevant State and the provisions of the Consumer Act; and
  3. any other terms and conditions to which We agree to be bound by in writing.
2. Any liability of Ours which is not excluded by clause 20.1 is limited to the extent permitted by law to one (1) or more of the following as determined by Us in Our absolute discretion:
  1. the replacement of the Services or the supply of equivalent Services;
  2. the payment of the cost of replacing the Services;
  3. the repayment of Your Membership Fees
3. You acknowledge that except for these terms and conditions, We do not give or make any warranty assurance, promise or representation regarding the quality, fitness for use, suitability or merchantability of the Services for any purpose whatsoever, and that in entering into these Terms of Trade, You have relied entirely on Your own knowledge, skill and judgement.
4. Any advice, recommendation, information, assistance or service given by Us in relation to Services is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty or accuracy, appropriateness or reliability.
5. We do not accept any liability or responsibility for any Loss suffered as a result of Your reliance on such advice, recommendation, information, assistance or service.
Indemnity
1. You agrees to indemnify and keep indemnified Us, Our servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to You):
  1. against Us; or
  2. for which We are liable; in connection with any Loss arising from or incidental to:
  3. the provision of Services; or
  4. the subject matter of this agreement; including, but not limited to any legal costs incurred by Us in relation to meeting any claim or demand or any party’s legal costs for which We are liable in connection with any such claim or demand.
2. This provision will remain in force after the termination of this agreement.
Confidentiality
1. Each party agrees that any matters raised in or arising out of these Terms of Trade and/or the relationship between them are confidential to the parties and are not to be disclosed to any person other than:
2. the parties and their respective legal and other advisers; or
3. if required to do so by law
Force Majeure
1. Should any Force Majeure Event prevent or hinder the provision of the Goods, We will be free from any obligation to provide the Goods while any such Force Majeure Event exists.
2. For as long as any Force Majeure Event exists, We may elect to terminate this agreement or keep the agreement on foot until any Force Majeure Event has ceased.
Governing Jurisdiction
1. These Terms of Trade are governed by the laws of New South Wales and each party irrevocably submits to the non-exclusive jurisdiction of the courts of such state.
Whole Agreement
1. These Terms of Trade, any Quotes or Prices and written variations agreed to in writing by Us represent the whole agreement between the parties.
2. These Terms of Trade supersede all oral and written negotiations and communications by and on behalf of either of the parties.
3. In entering into these Terms of Trade, You have not relied on any warranty, representation or statement, whether oral or written, made by Us or any of Our employees or agents relating to or in connection with the subject matter of these Terms of Trade.
Void, Voidable or Unenforceable Provisions
1. If any provision of these Terms of Trade at any time is or becomes void, voidable or unenforceable, the remaining provisions of these Terms of Trade will continue to have full force and effect.
No Waiver
1. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
Notices
1. A notice or other communication required or permitted to be given by one party to another must be in writing to the party’s address (or as varied pursuant to this clause) and:
  1. delivered personally;
  2. sent by pre-paid mail to the address of the addressee;
  3. sent by facsimile transmission to the facsimile number of the addressee, with acknowledgment of receipt from the facsimile machine of the addressee; or
  4. sent by e-mail to the e-mail address of the addressee with acknowledgement of delivery.
2. A notice or other communication is taken to have been given (unless otherwise proved):
  1. if mailed, on the second Business Day after posting; or
  2. if sent by facsimile or e-mail before 4 pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.
Interpretation
1. In these Terms of Trade:.
  1. Business Day means a day that is not a Saturday, Sunday or public holiday in the state where the Goods are being provided.
  2. Completion means the time and date when a sale of real property or business settles and either You or We are informed of that fact.
  3. Consumer Act means the Competition and Consumer Act 2010 (Cth).
  4. Force Majeure Event means any of the following:
    1. illness or injury to Our personnel (including subcontractors) or their immediate family;
    2. unavailability of materials or components;
    3. strikes;
    4. lockouts;
    5. riots;
    6. natural disasters;
    7. fire;
    8. war;
    9. acts of God;
    10. Government decrees, proclamations or orders;
    11. transport difficulties; and
    12. failures or malfunctions of computers or other information technology systems.
  5. Forms of Acceptable Identity means a drivers licence , passport, credit card , rate notice , Medibank or Health Card
  6. IEARN Referral and Networking System means Our referral and networking system owned or licensed to Us
  7. Insolvency Event means any of the following:
    1. a petition being presented, an order being made or a meeting being called to consider a resolution for You to be wound up, deregistered or dissolved;
    2. a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of Your property and undertaking;
    3. the entering of a scheme of arrangement (other than for the purpose of restructuring); or
    4. You purport to assign Your rights under these Terms of Trade without Our written consent;
    5. any assignment for the benefit of creditors; or
    6. You cease or threatens to cease conduct of Your business in the normal manner.
  8. Land and/or Business Agent means a licensed real estate agent or salesperson, stock and station agent buyers agent or business broker or salesperson as defined under the Property Stock and Business Agents Act 2002.
  9. Loss(es) includes (but is not limited to):
    1. costs (including, but not limited legal costs incurred by You, Us or any other party);
    2. expenses;
    3. lost profits;
    4. awards of damages against the party alleging the loss;
    5. personal injury; and
    6. property damage.
  10. Member Portal means the Members Individual Account page and the referral section including Dashboard only
  11. Member Referral Fee means 75% of the Total Referral Fee
  12. Membership Fee means the fee charged by Us and payable by You if you are a Land and/ or Business Agent and referred to in Clause 8
  13. Milestone Events means the :
    1. Issuing of the Sales Advice;
    2. signed Agency Agreement;
    3. exchange of Contracts unconditionally known under the IEARN System as ‘SOLD’;
    4. settlement or completion of the sale;
    5. receipt of the Order on the Agent.
    6. Percentage means 10% of the Membership Fee;
    7. PMSI means a purchase money security interest as defined in the PPSA.
    8. PPSA means the Personal Property Securities Act 2009 (Cth).
    9. Proceeds has the meaning ascribed to it in the PPSA.
    10. Register means the Personal Property Securities Register established under the PPSA.
    11. Services means any services supplied by Us to You including but not limited to access to the IEARN Website and Referral Network System
    12. Terms of Trade means these terms of trade.
    13. Territory or Territories means geographic areas determined by Us from time to time
    14. Total Referral Fee means the total fee received by Us from You at any time and being 30% of the Commission payable on completion of the sale of real property or business for each completed sale.
    15. Website means Our IEARN website on which these Terms of Trade can be accessed from time to time.
2. In these Terms of Trade, unless the context otherwise requires:
  1. a reference to writing includes email and other communication established through Our website;
  2. the singular includes the plural and vice versa;
  3. a reference to a clause is a reference to a clause of these Terms of Trade;
  4. a reference to a party to these Terms of Trade or any other document or arrangement includes that party’s executors, administrators, successors and permitted assigns;
  5. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  6. headings are for ease of reference only and do not affect the meaning or interpretation of these Terms of Trade;
  7. if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing:
    1. if it involves a payment other than a payment which is due on demand must be done on the preceding Business Day; and
    2. in all other cases, must be done on the next Business Day.