SCHEDULE A SPECIFIC CLIENT FACTORING DEED
THIS DEED is made the 30th day of December 2020
REALTY ASSIST AUSTRALIA PTY LTD (ACN 639 613 808) trading as VPACollect of 47 Hay Street, Subiaco, Western Australia (VPACollect);
THE PARTY IDENTIFIED AS THE CLIENT IN THE SCHEDULE (Client).
- FACTORING OF APPROVED INVOICE Pursuant to and subject to the terms and conditions of the master factoring agreement between VPACollect and the agency identified in the Schedule (Agency) executed prior to the date of this deed (the Master Factoring Agreement):
- VPACollect agrees to acquire and take assignment of the Client Invoice as detailed in the Schedule (Approved Invoice);
- the Client consents to the assignment of the Approved Invoice to VPACollect and further agrees that:
- the amount owing under the Approved Invoice (Client Invoice Debt) is, from the date of this deed, a debt owing by the Client to VPACollect;
- under the terms of the Master Factoring Agreement, VPACollect and the Agency have agreed that VPACollect may and will charge the following fees (Fees) to the Agency:
- an upfront credit fee, in the amount set out in the Schedule, in return for providing the invoice factoring service and advancing the Agency the amount of the Client Invoice Debt;
- one or more incremental interest fees on the outstanding amount of the Client Invoice Debt at the rate set out in the Schedule; and
- the other fees and charges in respect of the Client Invoice Debt as set out in the Schedule (including late fees);
- the Client has agreed with the Agency and VPA Collect that the Client will pay the Fees in respect of the Approved Invoice in accordance with the terms of this deed; and
- the Client must pay all amounts owing to VPACollect (being the Client Invoice Debt and the Fees) (Client Outstanding Amount) as follows:
- in the event that the Agency sells the Client’s property as detailed in the Schedule (Property), the Agency must pay the Client Outstanding Amount to VPACollect from the settlement proceeds received in relation to the sale of the Property immediately.’ In this regard, the Client irrevocably directs the Agency to make payment to VPACollect in accordance with this clause; or
- otherwise on the due date set out in the Schedule (with late fees and interest payable in the event that payment is not made on or before this date);
- VPACollect will provide a statement to the Client of the amounts owing under this clause and elsewhere in this deed;
- the Client will also be able to access statements via contacting VPACollect at [email protected] or by calling 1300 355 729
- in certain circumstances set out in the Master Factoring Agreement, VPACollect may assign the Client Outstanding Amount to the Agency (without the consent or agreement of the Client).
- CLIENT AND VPACOLLECT AGREEMENT
By entering this deed, the Client agrees to the following:
- the Client has engaged the Agency, on an exclusive basis, to incur costs for advertising and marketing, styling and staging, cleaning and pest control, minor repairs, safety, minor interior and/or exterior improvement and/or replacement of interior floor or wall coverings showing wear and tear (Services) incurred in connection with the sale of the Property (Property Service Costs);
- the Agency is responsible for booking and delivering the Services, and all other services relating to the sale of your Property and VPACollect does not have any control over and is not responsible for providing the Services;
- the Client has the financial means to pay the Client Outstanding Amount and understands its obligations under this deed (which have been explained to the Client by the Agency);
- the Client must give written notice to VPACollect when the Property is under contract to be sold and the proposed settlement date of the sale of the Property;
- any queries that the Client has in relation to the Services should be raised directly with the Agency and not VPACollect;
- the Client is liable to pay to VPACollect the amounts set out in clause 1 of this deed and elsewhere.’ The Client has no right of set off or other claim against VPACollect in relation to the Services or any other matter;
- the Client has due authority to enter into this deed, fully understands its obligations in relation to this deed and had the opportunity to take professional advice prior to entering into this deed;
- as security for payment of the Client Outstanding Amount, the Client hereby charges any present or future interest the Client has in the Property (the Charge) and the Client consents to VPACollect lodging a caveat over the Property for the Charge;
- if the Property is in Queensland, VPACollect may require the Client to execute and deliver to VPACollect appropriate Queensland Land Registry documents to enable VPACollect to record, register or protect the Charge. The Client irrevocably appoints VPACollect as the Client’s attorney to execute any such documents if the Client fails to execute them with 7 days of our request.’ The Client also authorise third parties to act on a declaration or oath of the attorney as to any facts supporting the exercise of this power and to accept it as evidence of same; and
- NOTICES AND COMMUNICATIONS
- All notices, statements, and reminders under this deed must be sent in writing.
- The Client must tell VPACollect promptly if its contact details change (including any changes to their phone number or email address)
- VPACollect’s contact details are set out on its website and other communications, or as notified to the Client from time to time. 4.
- REPRESENTATIONS, WARRANTIES AND CLAIMS
- The Client hereby confirms, represents and warrants to VPACollect that all representations and warranties made by the Client to VPACollect are true and correct in all respects.
- In addition, the Client indemnifies VPACollect against any liability, loss, cost, damage, expense or claim (including legal costs on a full indemnity basis) incurred or suffered by VPACollect for a breach by the Client of this deed.
- The Client agrees that VPACollect may set-off any amount owed by VPACollect under this deed against any amount owed to VPACollect under this deed, and that our liability to make payment will be reduced by the extent of any such set-off.
- WITHDRAWAL OF PROPERTY FOR SALE
In the event that either:
- the exclusive contract entered into by the Client with the with Agency for sale of the Property is terminated; or
- the Client withdraws the Property from sale, it does not impact the validity of, or otherwise vary, this deed.’ In this circumstance:
- this deed will remain in full force and effect, and the Client must continue to abide by its terms and conditions; and
- the Client must pay the Client Outstanding Amount to VPACollect within 5 business days of such termination or withdrawal.
- VPACollect may assign, novate, or otherwise deal with its rights under this deed and any document or agreement entered into or provided under this deed in any way we wish. VPACollect may disclose personal and credit information about the Client in connection with any such dealing. The Client must sign anything and do anything VPACollect reasonably requires for these purposes.
- The Client must not assign, novate, transfer, or deal with its rights or obligations under this deed.
- APPLICABLE LAW This deed is governed by the laws of Western Australia, and the parties to submit to the jurisdiction of the courts and tribunals of that state.
- COMPLAINTS HANDLING
VPACollect agrees to the following:
- to conform with the Australian Standard AS ISO 10002-2006 Customer satisfaction ‘ Guidelines for complaints handling in organizations (ISO 10002:2004 MOD) published by SAI Global Limited on 5 April 2006 (Standard) for handling complaints;
- if the Client has a complaint and sends it in writing to VPACollect’s Complaint’s Manager (as detailed in our ‘Complaints Policy’ published on VPACollect’s website), VPACollect will deal with the complaint in accordance with the Standard and the Complaints Policy; and
- otherwise comply with the requirements under ASIC Corporations (Factoring Arrangements) Instrument 2017/794 section 6(b)(ii). Any reference to complaints in this deed is analogous to the definition of a dispute in that legislation.
This deed may be signed by the parties in different counterparts and the signature pages combined to create a document binding on all parties. A transmission of an image of this deed showing a signature will have the same binding effect as an original bearing an original signature. No party may raise the use of a facsimile machine or other image transmission device or method or the fact that any signature was transmitted as an image as a defence to the enforcement of this deed.
Time is of the essence of this deed, it being understood that each date set forth herein and the obligations of the parties to be satisfied by such date have been the subject of specific negotiation by the parties.
Words and phrases in this deed shall have the same meaning given to them in the Master Factoring Agreement, unless separately defined.
Executed by the parties as a deed.