Terms of Access to the website and for the Disclosure of Confidential Business Information

You need to read and accept these terms and conditions the first time you register for access and before you use the online services or receive any confidential business information from us.

All information collected will be treated in accordance with our Privacy Policy which is accessible on our website: www.wbsa.com.au

The following terms and conditions:

• form a binding contract,

• limit your use of this website and any information provided to you, your employees or agents

• contain a confidentiality agreement in relation to ALL confidential business information received from us in the future,

• contain disclaimers and limitations of liability in relation to the information provided, and contain indemnity provisions, and

• by completing this form and submitting your application for registration you agree to these terms and conditions.

IF YOU DO NOT AGREE TO AND ACCEPT THESE OBLIGATIONS, DO NOT PROCEED ANY FURTHER.

When the term ‘we’, ‘us’, or ‘our’ is used, it refers to the operator of this website Wakely Business Sales, and includes officers, employees, agents, and successors

Where the person named in the application for registration above is acting on behalf of a business they are taken to have executed this contract for and on behalf of the company in accordance with

Registration and use of this website as a registered user including any subsequent supply of information or other materials is conditional on your acceptance, without alteration, of the terms and conditions set out below. By completing this registration form and submitting your application for registration you are agreeing to the terms and conditions set out below.

1. Breach of terms and conditions of use:

1.1 If you breach any of the terms and conditions of use, we may revoke your access to the website and any Confidential Information. If we choose not to do this, it does not mean we waive our right to act with respect to the said breach, future or similar breaches.

2. Business inspections by appointment only:

2.1 All inspections of the business are to be by appointment only and arranged and organised through Wakely Business Sales. You agree not to attempt to inspect the business or any premises upon which the business is carried on, or to contact the seller, business owner, Franchisor, or their employees directly or indirectly other than through our representative.

3. Business brokers as selling agents:

3.1 You acknowledge that Wakely Business Sales, its officers and employees are not investment or financial advisors and that our role in this matter is to simply relay information provided to us by the seller, business owner or the Franchisor regarding the business listed for sale to prospective buyers, in our capacity as selling agent.

3.2 You must advise us if you have been previously introduced to the same business by another agent or broker.

4. Electronic receipt of information:

4.1 You agree to receive information via electronic means and expressly authorise us to send you such information via your nominated email, fax or any other electronic means.

5. Release of Personal Information:

5.1 Any information that you provide to us, including personal information will be treated in accordance with Privacy Law. That being all Commonwealth, State and Territory legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to personal information including, but not limited to the Privacy Act 1988 (Cth) (including the Australian Privacy Principles).

5.2 You agree that we may disclose any information that you provide to us to the seller of the business, the business owner, the seller’s professional advisors, and any relevant franchisor, lessor, mortgagee or other similar person for the purposes of this agreement.

6. Customer database:

6.1 By applying for registration, you agree to be included in our customer and to receive communications by telephone, post or by any electronic means. We will remove you from these databases at any time if you choose to unsubscribe.

6.2 By applying for registration, you agree to receive marketing and promotional contact by telephone, post or by any electronic means from us.

7. Confidential Information:

7.1 "Confidential Information" means any confidential or commercially sensitive or valuable information and includes, but is not limited to the information memorandum, fact sheet and due diligence package and all other business information and materials, trade secrets, ideas, know-how, concepts and information which is not in the public domain.

7.2 "Disclosing Party" means the seller, business owner or Franchisor of any business listed for sale through Wakely Business Sales and includes any officers, employees, agents, successors or permitted assigns of the seller or Franchisor.

7.3 "Disclosure" means the disclosure of Confidential Information to you, your employees or agents by Wakely Business Sales on behalf of the Disclosing Party for the Specified Purpose.

7.4 "Specified Purpose" means the receipt, perusal and analysis of the Confidential Information to generally assess business valuation and to negotiate for the purchase or potential purchase of a business.

7.5 You acknowledge that you may be given access to Confidential Information of the Disclosing Party for the Specified Purpose. The terms and conditions set out on this website shall apply to the initial Disclosure, as well as any and all subsequent Disclosures which may be in relation to different Disclosing Parties.

7.6 You must ensure that you, your employees and agents do not:

a) disclose any Confidential Information to any other person without the prior written consent of the Disclosing Party, or

b) use any of the Confidential Information otherwise than for the Specified Purpose.

7.7 Without limiting the generality of clause 7.6 above you will not, and you will ensure that your employees or agents do not, use the Confidential Information or the contacts that have been provided to you as part of a Disclosure to:

a) Commence or operate a competitive business, or

b) disclose such Confidential Information or contacts to a third party.

7.8 If you are uncertain as to whether any information is Confidential Information, you must treat the information as if it were Confidential Information and as not being in the public domain unless and until the Disclosing Party agrees in writing that the information is not confidential in nature.

7.9 You will take all reasonable precautions to maintain the confidentiality, the non-disclosure and un-permitted use of the Confidential Information obtained through any Disclosure.

7.10 You must notify the Disclosing Party immediately of any unauthorised disclosure or use of the Confidential Information and take all steps that the Disclosing Party may reasonably require in relation to the unauthorised disclosure or use.

7.11 At the conclusion of the Specified Purpose or upon written notice from the Disclosing Party you must, at your own expense, immediately deliver to the Disclosing Party, or at the discretion of the Disclosing Party to destroy, all records and materials containing any Confidential Information in your possession or under you control.

7.12 You acknowledge and agree that the Disclosing Party would suffer financial and other loss and damage for any unauthorised disclosure or use of the Confidential Information, that monetary damages would be an insufficient remedy, and that in addition to any other remedy which may be available in law or equity, the Disclosing Party is entitled to injunctive relief to prevent a breach, or to compel specific performance of these terms and conditions. You will immediately reimburse the Disclosing Party for all costs and expenses (including legal costs and disbursements on a full indemnity basis) incurred in enforcing your obligations under these terms and conditions.

7.13 You will indemnify, and keep indemnified, the Disclosing Party against all costs, expenses, actions or claims directly or indirectly incurred or suffered by the Disclosing Party as a result of any breach of these terms and conditions by you, your employees or agents.

8. Use of the website and website material:

8.1 You, your employees or agents may not use the website or any material on it, for any purpose other than as a bona fide prospective purchaser of a business. This involves:

a) the reproduction or distribution of the material in any material form,

b) re-transmission of the material by any medium of communication,

c) uploading and/or reposting the material to any other site on the World Wide Web;

d) “framing” the material on the website with other material on any other World Wide Web site.

The above are unlawful in any jurisdiction and are specifically prohibited by these terms and conditions of access.

8.2 You, your employees or agents may not modify or copy the layout of the website or any computer software and code contained in the website. The website owner reserves all intellectual property rights, including, but not limited to, copyright in material or services provided by it.

8.3 You, your employees or agents must not:

a) use, post to, or transmit to or via our website any information or material that breach any laws or regulations, infringe upon a third party's rights, or are contrary to any relevant standards or codes,

b) use, post to, or transmit to or via our website any material that interferes with other users or defames, harasses, threatens, menaces, offends or restricts any person, or inhibits any other user from using or enjoying this site,

c) use this website to send unsolicited and unwanted email messages to anyone or make any fraudulent or speculative enquiries, bookings, reservations or requests using this website,

d) use another's name, username or password,

e) allow your username or password to be accessible to anyone,

f) post, or transmit to or via our website any obscene, indecent, inflammatory or pornographic material, or material that could give rise to civil or criminal proceedings,

g) tamper with, hinder the operation of, or make unauthorised modifications to this website,

h) knowingly transmit any virus or other disabling feature to this website.

9. Website access:

9.1 If there is a prolonged period of inactivity between your browser and our website servers, you may be disconnected or we may ask you to resubmit a security password. We are not responsible for any information you may lose if a disconnection occurs.

9.2 There may be other occasions when we will ask you to resubmit a password for security purposes.

10. Indemnity:

10.1 You indemnify us and our officers, employees, agents and related bodies from, and against, all actions, claims, suits, demands, damages, liabilities, costs or expenses arising out of, or in any way connected to, your use of this website. This includes unauthorised use of this website by someone using your username and password.

11. Disclaimer and limitation of liability:

11.1 To the maximum extent permitted by law, we (including our officers, employees, agents or related bodies) will not be liable in any way (including for negligence) for any loss, (including but not limited to consequential loss) damage, costs or expenses suffered by you, or claims made against you, of or incidental to your use of the website or any information provided to you.

12. Specific Disclaimer:

12.1 Any Confidential Information or other material supplied to you relating to a business listed for sale may include:

a) non‐verified and non‐audited trading results or profit and loss statements,

b) related industry averages or approximate costs and expenses and projected trading estimation, or

c) other non‐verified information or material.

12.2 We do not warrant that the information or material is correct or complete and have not audited the businesses financial information or verified that the information or material provided are correct. We accept no responsibility for any errors, omissions, inaccuracies or misstatements that may be contained within any information or material supplied to you and strongly recommend that you conduct a thorough investigation on the business and seek independent legal, commercial and financial advice before proceeding to contract for the purchase of any business.

12.3 As the purchaser, it is your responsibility to verify the accuracy and completeness of any information that is supplied to you, and you agree not to hold us responsible for its accuracy or completeness.

12.4 You acknowledge that;

a) we do not investigate the accuracy or completeness of the information given to us by the seller, business owner or the Franchisor,

b) we do not go through any due diligence process in relation to information or material provided to us, or

c) make any promise or express any opinion (professional or otherwise) about the business or its performance or any of the information or other material supplied to you, by us, on behalf of the seller, business owner or the Franchisor.

13. Legal Jurisdiction:

13.1 These terms and conditions of access are governed by the laws of New South Wales, Australia. Users and owners of this website, and other associated parties, submit to the non-exclusive jurisdiction of the New South Wales courts for determining any dispute concerning these terms and conditions.