1. OVERVIEW

1. Unikorn Pty Ltd ACN 648 448 748 (the “Service Provider”) has agreed to provide to the person who accepts this document as the “Client”, the products and services specified in any invoice or offer on these terms and conditions. This Agreement as defined below governs the relationship between the Service Provider and the Client.

2. DEFINITION

1. “Agreement” means the Terms and Conditions set out herein.
2. “Australian Consumer Law” means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

3. “Authorisation” means clicking “I agree to the terms and conditions”, making a payment, or starting to avail of the Products and/or Services.

4. “Buyer’s Agent” means (a) a real estate Agent acting for a buyer, or a prospective buyer, of land, and (b) an assistant real estate Agent acting, to the extent permitted under the Property and Stock Agents Regulation 2022, for a buyer, or a prospective buyer, of land.

5. “Client” means you, them, the person and/or business who avails of Unikorn’s services for any reason.

6. “Education Fee” means the fee schedule in Annexure B of this Agreement, as payment for the education programs and products.

7. “Enrolment form” means the order made by the Client for the supply of goods but without the product specifications.

8. “Fees” means the payment due to the Service Provider.

9. “Non-Excludable Guarantee” means a non-excludable guarantee implied in this Agreement by the Australian Consumer Law.

10. “Product” means course content, notes, material, program and information the Service Provider provides to the Client.

11. “Education Program” means the various educational content provided to clients to learn about commercial property, in whatever form and/or tier.

12. “Education Fee” means the education fees, found in Annexure B.

13. “Services” means the reviews, negotiations, sourcing, offers, inspection, due diligence, coaching sessions, advice, community access, and all other matters of a similar nature provided by Unikorn to the Client.

14. “Service Provider”, “Agent” and “Unikorn” means Unikorn Pty Ltd (ACN 648 448 748)

15. “Tier Sourcing Fee” means the fees for sourcing, found in Annexure A.

3. INTERPRETATION

In these Terms and Conditions:

1. Headings and underlinings are for convenience only and do not affect the construction of these Terms and Conditions.

2. Any provision of these Terms and Conditions will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party’s legal representative prepared the provision.

3. Currency refers to Australian dollars unless specified otherwise.

4. A reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of these Terms and Conditions.

5. A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.

6. A reference to a person includes a reference to an individual, partnership, company, joint venture, government body, government department, and/or any other legal entity.

7. The words “includes”, “including” and similar expressions are not words of limitation.

8. Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.

9. If there is any inconsistency between the Terms and Conditions and the brochure or offer, the Terms and Conditions are paramount to the extent of that inconsistency.

4. ACCEPTANCE

1. By clicking “I agree to these terms and conditions” and availing Unikorn’s services, the Client acknowledges that they have read these Terms and Conditions, agreed to everything stipulated therein, and that this Agreement binds all parties.

2. Other ways of accepting these Terms and Conditions include the 1st payment after an Invoice was issued.

3. The Client accepts that this Agreement forms a contract between them and the Service Provider, which the Service Provider shall manage.

4. The execution of this Agreement represents the entire agreement and arrangement between the Parties.

5. PROVISION OF SERVICES

1. The Service Provider provides a 2-Step Process that the Client can avail of: The Education Program and Commercial Property Sourcing Service.

2. The Education Program service includes programs and products to get the Client started in understanding commercial property investment.

3. The Commercial Property Sourcing Service is where Unikorn acts as the Client’s buyer’s Agent to acquire a commercial property.

4. For Clients who availed ONLY the Education Program, the provisions under Clauses 8 and 9 are excluded; everything else in this Agreement still applies.

5. For Clients who availed ONLY the Commercial Property Sourcing service, the provisions under Clauses 6 and 7 are excluded; everything else in this Agreement still applies.

6. For Clients who availed of the entire 2-Step Process: The Education Program and Commercial Property Sourcing Service, all provisions in this Agreement shall apply.

6. EDUCATION PROGRAM
1. This Program offers general education and general support from the Unikorn team in buying a commercial property.

2. This Program includes but is not limited to, strategy calls, e-courses, lessons, webinars, and access to expert panels, templates, events, boot camps, recordings, and like-minded communities the frequency of these services may be limited based on Unikorn’s schedule and according to the needs of the Client.

3. To fully utilise this Program and obtain its full potential, the Client needs to be an active participant in all events whether online or offline.

4. It is up to the client’s own initiative apart from the initial strategy call to book for further strategy and coaching calls via email to either coach@unikorn.com.au or helen@unikorn.com.au to request a booking.

5. The Agent reserves the right to change the Education Program features from time to time to reflect best practices and improvements

6. The Agent reserves the right to change the format of the education and or events from time to time to reflect the changing needs of the general market.

7. EDUCATION PROGRAM PAYMENT

1. The Client has the option to pay for the Program through a lump-sum payment, or within a specified payment term stated in Annexure B of this Agreement.

2. No refund shall be issued except as expressly stated on the checkout page.

3. All payments under this Program will be irrevocable, non-refundable, and non-creditable.

4. The Agent has the right to change the Education Fee, and the latest fee during the purchase date of the sourced property applies, subject to clause 7.1 of this Agreement.

8. COMMERCIAL PROPERTY SOURCING SERVICE

1. The Client appoints Unikorn as the Buyer’s Agent on an exclusive basis to provide the following services:

i. Provide a strategy session to build the Client’s property profile.
ii. Identify, present, and recommend suitable commercial properties and deals to the Client. iii. Present an overview of property details specifying details. iv. Help draft and process the offer from the Client to the vendor.
v. Conduct preliminary negotiations with property owners on behalf of the Client.
vi. Aid in the preparation of legal documents.
vii. Bid on behalf of the Client at the auction of a prospective property approved and authorised by the Client in writing. This clause may be varied in writing.
viii. Assist the Client in obtaining adequate legal representation when the offer is accepted and the property goes under
contract. ix. Help the Client perform due diligence on the property.
x. Inspect the property on behalf of the Client with or on behalf of the client (if they choose)
xi. Assist the client in any renegotiations
xii. Assist the client in obtaining any due diligence report as needed
xiii. Assist the Client to complete the purchase through to settlement. xiv. Help the Client find a suitable property manager.

2. The Agent will be subject to the following duties:

i. Exercise due care in researching properties, answering questions and providing information. ii. avoid misrepresentation and use best efforts to secure the best possible price for the Client.
iii. Discontinue any negotiations or bidding at auction when the Client’s maximum price is exceeded unless authorised otherwise.
iv. Present to the client the findings of due diligence during the purchasing period
v. Keep the Client fully informed of progress at each stage of the assignment. vi. Renegotiate for or on behalf of the client as needed for the purchase

3. Unless otherwise instructed, the Agent may allow other Agents to act in conjunction with them to effect a purchase, but only one fee will be payable.

9. SOURCING FEE

1. This Clause applies to the Client who availed of the Service Provider’s Commercial Property Sourcing Service only.

2. In consideration of the Agent providing the Services, the Client hereby irrevocably agrees to pay the Agent a non-refundable Retainer’s and/or Commitment Fee for one property only.

3. If the Client purchases a property introduced and/or made known, directly or indirectly, to the Client by the Agent, the Client shall pay the Agent a fee listed as Tier Sourcing Fee as seen in Annexure A of this Agreement.

4. The Agent has the right to change the Tier Sourcing Fee, and the latest fee during the purchase date of the sourced property applies, subject to clause 10.2 of this Agreement.

5. The Fee shall be payable if the Client:

i. Enters into a contract to purchase the Property.
ii. Uses a trust of any kind (including an entity owned or controlled by the trust) to purchase the Property, whether as a direct beneficiary or indirectly through a family member or associate who is a beneficiary.
iii. Uses another party or entity (in partnership, agency, contractor or otherwise) to purchase the Property, whether by novation or otherwise.
iv. Buys, directly or indirectly, all or part of the shares of an entity that owns the Property or part thereof.
v. By any other means whatsoever, direct or indirect, becomes the legal and/or beneficial owner of the Property or part thereof. vi. Where the property is owned by a company, and enters into a contract for the purchase of any shares of that company.
vii. Where the property is owned by a company, by any means whatsoever becomes the legal and/or beneficial owner or both of any of the shares of that company.
viii. Where the property is owned by a company, procures a further person to enter into a contract for the purchase of any of the shares of that company (whether by novation or otherwise).
ix. If the Client proceeds to purchase a property introduced or made known to the Client by the Agent, whether directly or indirectly, within six (6) months of the Expiry Date. The Client acknowledges the significance of this provision and expressly agrees to its inclusion.
x. The Client irrevocably instructs the Settlement Agent to disburse the Fee if the Client purchases a property introduced by the Agent and the Client irrevocably agrees to give instructions to the Settlement Agent accordingly.

6. Within 7 days of the Due Diligence Phase being completed, the Client is required to pay the Agent 30% of the Sourcing Fee.

7. Within 7 days after the Settlement Phase, the Client is required to pay the balance of the Outstanding Fee.

8. In the event that the Client withdraws from the deal or purchase within the permitted period, and no liability is incurred by the Agent, the fees paid by the Client shall be applied to the next transaction.

9. Only one fee shall be payable by the Client in all circumstances irrespective of the number of Agents acting in conjunction.

10. The fees and expenses payable by the Client may be varied by the Parties after notice.

11. The Agent shall be entitled to be reimbursed for any taxes or deductions debited by banks or other financial institutions against the Agent’s account and attributable to the affairs of the Client.

12. If a property that was introduced to the client was later then purchased by the client within 6 months of the introduction then the Client is still liable for the Service Provider’s fees

13. If the Client purchases a property introduced and/or made known, directly or indirectly, the Client shall pay the Service Provider a fee listed as Education Fee as seen in Annexure B of this Agreement.

10. DURATION AND TERMINATION

1. The Agent hereby acts on behalf of the Client in consideration of the said services above commencing on the day the Client executed this Agreement, until such time as the Client purchases property as set out, or when either party terminates this Agreement.

2. Within 12 months upon execution of this Agreement, the Client is protected from any subsequent increase by the Agent of their sourcing fees.

3. After 12 months, the Agent still acts on behalf of the Client, but any discounts/benefits/promos are already forfeited, and any increase implemented prior will automatically apply.

4. This Agreement and the Service Provider-Client Relationship may be terminated by either party through a notice in writing but without prejudice to either party’s rights accrued or obligation incurred before the effective termination.

5. Unikorn may terminate or suspend access to the Products and Services immediately, without liability, for any reason whatsoever, including without limitation if the Client breaches this Agreement.

6. The Client may terminate this Agreement upon notice. The Client will subsequently forfeit their commitment fee, due diligence fee and accrued discounts and benefits. They however are still obligated to pay for the services performed and obligations accrued prior to the termination.

7. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

11. ACKNOWLEDGEMENT

1. The Client acknowledges having been served with a copy of this Agreement.

2. The Client acknowledges that they are responsible for their purchasing decisions and that the Agent makes no guarantees or warranties of any kind concerning any property.

3. The Client acknowledges and accepts that this Agreement is non-exclusive with respect to the Agent, and the Agent shall at all times be free to deal with other potential purchasers. In particular:

i. The Agent may introduce other potential purchasers to the same properties only once the Client has decided to forgo the properties given a reasonable timeframe.
ii. Except where the Client decides to put in an offer on a property, the Agent is not obliged to disclose offers by other Clients. The Agent shall not disclose the offer price of one Client to another Client or any other party.
iii. The Agent has discretion over what suitable properties are known to them to introduce to the Client.

4. The Client acknowledges, agrees, and consents to the Agent having access and distribution of their financial and due diligence documentation drafted by third parties including but not limited to valuation reports, pest and building reports, strata searches and title searches.

5. The Client acknowledges that all care and attention has been given to their property deals; however, from time to time there are information/material facts that were not able to be obtained due to privacy reasons or legal reasons.

6. The client acknowledges that all due diligence that is done on the property was performed based on the information provided at the time of the purchase, therefore shall not be liable for any omissions, or material facts that come to light after the unconditional contract has been entered into

7. The Client acknowledges that all advice given for the property transaction or education is general advice based on experience and past work on similar property transactions.

12. CLIENT RESPONSIBILITIES
1. The Client is responsible for paying any fees promptly upon receipt of the invoice.

2. The Client is responsible for performing the required task in any lesson, module, content, etc. to fully utilise the Program.

3. The Client is responsible for actively communicating all their needs and wants to the Agent, as well as providing relevant information, so the Agent can find suitable properties tailored to the Client’s profile.

4. The Client is responsible for communicating promptly and decisively as the decision maker or connecting the Agent and the main decision maker, for a swift, efficient, and effective commercial sourcing process.

5. The Client is liable for any building/pest inspections, strata searches, legal and any other incidental costs. The Client agrees to advance the funds for such or reimburse the costs to the Agent upon receipt of an invoice.

13. WARRANTIES

1. The Client warrants that they have sought independent legal, investment, and/or financial advice or have chosen to waive their rights with regard to this transaction.

2. The Client warrants and undertakes to the Agent that all material facts in relation to this Agreement and its subject matter have been made known and disclosed to the Agent.

i. “Material fact” in this clause has the same meaning as it has in Section 52 of the Property, Stock and Business Agents Act 2002.

3. The Client warrants that they have full power and authority to enter this Agreement and have obtained all necessary authorisations and approvals to purchase the property.

4. The Client warrants that the Agent’s products and services will not be used for any illegal or unethical actions.

5. In respect of any expenses to be incurred by the Client or the Agent on behalf of the Client according to this agreement, the Client warrants that the Agent may receive rebates, discounts or commissions from third parties, except referral fees or other financial gain from the vendor of a property or their Agent, or those prohibited by law.

14. LIMITATION OF LIABILITIES

1. Any goods and services supplied by Unikorn may come with implied non-excludable guarantees which are regulated by the Australian Consumer Law. The extent of the implied guarantees depends on whether the Client is a ‘consumer’ of goods or services within the meaning of that term pursuant to the Australian Consumer Law as amended.

2. Nothing in these terms and conditions excludes, restricts, or modifies any guarantee or excludes liability conferred by the Competition and Consumer Act 2010 (Cth). However, if the goods or services are subject to a non-excludable guarantee implied by the Australian Consumer Law and the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, then pursuant to section 64A of the Australian Consumer Law, the Agent limits their liability for breach of any such non-excludable guarantee implied by the Australian Consumer Law (other than a guarantee implied by sections 51, 52 or 53 of the Australian Consumer Law) or expressly given by the Agent to the Client, in respect of each of the goods and services, to one or more of the following:

i. if the breach relates to goods:
ii. the replacement of the goods or the supply of equivalent goods;
iii. the repair of such goods; iv. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
v. the payment of the cost of having the goods repaired; and
vi. if the breach relates to services:
vii. the supplying of the services again; or
viii. the payment of the cost of having the services supplied again.

3. Except in respect of any Non-Excludable Guarantees, all conditions, warranties and guarantees implied in these Terms and Conditions are excluded, to the extent possible by law.

4. The Service Provider will provide due care in educating the Clients in line with the Program and course material, but takes no responsibility for the Client’s final investment decisions and results thereof, as it is the Client who is responsible for their successes, failures, actions, and inactions as a result of joining the Program or any part thereof.

5. The Agent is not a financial advisor and makes no such claim and gives no financial advice.

6. The Client avails of the Agent’s service at their sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

7. The Agent makes no warranties in relation to market information or data and expressly disclaims all liability in relation to such (including without limitation in relation to its accuracy, completeness, suitability and reliability) this includes to the extent such market data or advice incorporates information or data from any third parties.

8. The Agent cannot and does not make any guarantees about the Client’s ability to get results or earn any money through any of the Agent’s products and services, or any properties that were recommended to purchase, including ideas, information, tools, or strategies. Nothing in the Agent’s products or services is a promise or guarantee of results or future earnings, and the Agent does not offer any legal, medical, tax or other professional advice.

9. Any financial numbers referenced, or on any of the Agent’s sites, are illustrative of results achieved by others who have worked with the Agent, and should not be considered average earnings, exact earnings, or promises for actual or future performance.
10. The Agent shall not perform any other services in connection or related to the purchase other than as specified in this agreement or any amendment thereto.

11. When it comes to suggested services, such as but not limited to, suggested financial brokers, settlement agents, property managers, strata searchers, pest and building reporters, insurance, and other services in relation to acquiring commercial property, the Agent makes no warranties nor accepts any liability with any fees, conduct, issue caused, or error due to their independent services. Since they are merely suggested, the Client has the discretion to accept or reject and acquire said services from other service providers.

12. The Agent takes no liability or responsibility for the actions of the Vendor, Tenant, and/or other independent parties relevant to sourcing commercial properties.

13. The Agent shall not be held liable for any damages incurred by the Client or any issues related to the purchased property stemming from the actions of third parties, including but not limited to negligence, willful misrepresentation, non-disclosure of vital information, fraudulent activities, coercive tactics, intimidation, undue influence, or collusion. This disclaimer encompasses all scenarios in which the Agent conveyed said information from the third party to the Client upon which the Client relied, resulting in the Client entering into a contract under false pretences, unless such actions were directly attributable to the Agent’s gross negligence, bad faith, or willful misconduct.

14. The Agent will not be held liable for any act, omission, or failure to fulfil their obligation, other than remunerations, under this Agreement arising from any cause beyond its control, including acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental action after the date of this Agreement, fire, communication line failures, power failures, earthquakes or other Force Majeure.

15. INDEMNITY

1. For failure to pay the invoice on the due date, or if Client reverses a payment in respect to the Agent, the Agent may:
i. Refrain from supplying or suspending the operation of any service until the invoice is paid in full.
ii. Terminate this Agreement.
iii. Charge interest, which if not paid will compound on the monthly anniversary, at 10.5% per annum and 4% above the penalty interest rate in the relevant state legislation.
iv. If payment is not made within 14 days of the due date, the Agent may commence dispute resolution and debt collection action.

2. In case of default by the Client, the Agent reserves the right to have the fees included in the settlement adjustment of the purchased property.

3. The Client will hold and keep indemnified the Agent against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against the Agent to recover any outstanding fees due in the course of or arising out of the proper performance or exercise of any of the powers, duties or authorities of the Agent under this agreement.

4. The Client is liable for in the cause of default, any expenses, disbursements and legal fees incurred by the company in the enforcement of any rights contained in this agreement shall be paid by the Client, including any reasonable legal costs or debt collection agency fees.

16. DISPUTE RESOLUTION

1. The Agent shall be notified promptly by the Client of any redress and/or dissatisfaction with any of the products and/or services which the Agent provided and the Agent must address, redress, and/or rectify these issues to the best of their utmost capability, without prejudice to the limitation of liabilities in this Agreement, and within the confines of the duties and obligations set therein.

2. The parties shall use their best endeavours to resolve any dispute arising out of or in connection with this Agreement between themselves. Failing such a resolution, they will try to settle the dispute by mediation. Either party may initiate mediation by giving written notice to the other party. If the parties cannot agree on a mediator within seven (7) days after such initiation, then the mediator shall be appointed by the New South Wales Civil and Administrative Tribunal.

3. If the dispute is not resolved within twenty (20) days after the mediator is appointed, then the parties shall, unless otherwise agreed in writing, refer to the dispute to arbitration through The Australian Centre for International Commercial Arbitration under the Commercial Arbitration Act 2010 (NSW).

4. This Agreement shall be governed by the laws of New South Wales and the Parties agree to submit to the jurisdiction of the courts in New South Wales.

17. NOTICES

1. All notices must be in writing and may be given by personal delivery, post, or email. A notice is deemed received if:
i. By personal delivery, on the business day after delivery. ii. Sent by post, 5 business days after the day of posting.
iii. Sent by email on the business day it was sent (unless within 12 hours of sending, the sender receives an automated
delivery failure notification)
2. For termination, effective immediately upon receipt.
3. For changes to this Agreement, they will take effect after 30 days from receipt of notice.
4. For failure to perform due to Force Majeure, the Agent or Client must immediately notify the other in writing of the reasons for its failure to fulfil its obligations and the likely effect of such failure.

18. CHANGES

1. The Agent reserves the right at their own sole discretion, to modify or replace these Terms and Conditions at any time.
2. If a revision is material the Agent makes is subject to the provisions of the Notice Clause.
3. What constitutes a material change will be determined at the Agent’s sole discretion.
4. By continuing to access or use the Agent’s products and services after those revisions become effective, the Client is deemed to have agreed to be bound by the revised terms. If you the Client do not agree to the new terms, they should notify the Agent for renegotiation or termination of this Agreement.

19. GST
1. Any amounts referred to in this agreement that are payable by the Client to the Agent in respect of services provided by the Agent under this agreement, including reimbursement of expenses, are expressed inclusive of the Goods and Services Tax (GST), at the rate of 10% (the current rate). If the current rate is increased or decreased, the parties agree that any amounts referred to in this agreement will be varied accordingly.

20. NON-DISPARAGEMENT
1. The Client expressly agrees that they will not at any time, orally or in writing:
i. disparage the Agent.
ii. make any statement or publication which does, or is likely to, bring the Agent into disrepute.
iii. make any statement or publication, which may otherwise adversely affect the Agent’s reputation, or iv. take any steps that would or may likely disparage or discourage any person from engaging with the Agent.

21. INTELLECTUAL PROPERTY
1. The products and services and their original content, features, and functionality, are and will remain the exclusive property of the Service Provider.

2. The educational materials, training videos and any events videos including but not limited to checklists, spreadsheets, tutorials and scenarios remain the property of Helen Tarrant and Unikorn Pty Ltd

22. SEVERABILITY
1. If any provision or clause in the Agreement is deemed to be illegal or otherwise unenforceable for any reason, all the other provisions and clauses shall remain unaffected and shall remain fully enforceable at all times.

23. PRIVACY POLICY
1. The Agent complies with the Privacy Act 1988. In this respect, the Client agrees and consents to the following: i. communications from the Agent.
ii. use of the Client’s personal information in the proper performance of its duties pursuant to this Agreement;
iii. if required, the Agent may disclose the Client’s personal information to financial institutions for funding. iv. use of the Client’s information to promote the services of the Agent and for case studies.
v. retention of personal information required by law for accounting and tax purposes.
vi. The Client has the right to view personal information being used/disclosed by the Agent and shall have the right to require any verifiable mistakes to be corrected.