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Vendor Services Schedule

1. INTRODUCTION

Upside Realty Pty Ltd ('Upside Realty') and its' subsidiaries, including its' duly licensed estate agent entities (together, 'Upside Group') provide value-added, real estate agency marketing and sales services in certain states of Australia in return for a fixed fee rather than a traditional real estate agency commission.

An Upside entity holding an appropriate real estate agency licence ('Upside Agency') will sign sale authorities ('Sale Authorities' or 'Agency Agreements') with property vendors in order to provide various estate agent sales-related services. In providing the services, the Upside Agency is supported by members of the Upside Group (including Upside) which are authorised to provide services to support the marketing and sale of properties. This includes the services described in this Schedule ('Vendor Services') and the Upside Platforms.

In this Schedule ('VSS') references to 'Upside' 'we' or 'us' means Upside Realty, Upside Agency or another member of the Upside Group as the context may require.

VSS forms part of and should be read in conjunction with the Sale Authority in respect of your Property between you and the Upside Agency as required by Applicable Law (together, 'Agreement').

This VSS set outs the terms and conditions on which Upside provide vendors ('Vendor' or 'you') with the Vendor Services in relation to the sale of your Property.

Annexure 1 contains a dictionary of defined terms used in this VSS.

Upside can only provide the Vendor Services (described in clause 4.1 of this VSS) after you have signed a Sale Authority with the Upside Agency. As between the Sale Authority and this VSS, the Sale Authority will prevail to the extent of any inconsistency.

Use of the Upside Platforms is subject to the Platform Terms available on the Website. Where the Upside Platforms deliver services that are only available to you once you have signed a Sale Authority, these features are provided to you by Upside as service provider to the Upside Agency. Upside's collection, use and disclosure of personal information is covered by the Privacy Policy available on the Website.

2. BEFORE YOU SELL - VALUING YOUR PROPERTY FOR FREE

For your convenience, before signing a Sale Authority, Upside provides a free approximate market value report ('AVMR') as a non-binding guide to the potential market value of your Property.

When you are ready to discuss selling your Property, Upside Agency can also provide a free Appraisal of your Property.

In order to request your free Appraisal:

  • You submit an Appraisal booking request through your Upside User Account,
  • If we require additional information a member of the Upside Customer Experience Team may contact you to clarify any required information about your Property
  • Then, if your Property is in our sales coverage area an Agent will contact you to arrange a time for your free Appraisal.
  • During the Appraisal, the Agent will discuss features of your Property as part of their consideration of the Estimated Selling Price for the Property. You warrant that any information you provide the Agent about your Property is accurate.
  • The Agent will then provide you with a comparative market analysis ('CMA') for your Property based on similar property sales in your local area.
  • For your convenience, we will also deliver an Independent Valuation for your Property (created independently by an accredited valuer) to provide you with more market data.

Once the Agent has completed the Appraisal, if you decide to engage Upside Agency to sell your Property you will be required to sign a Sale Authority to authorise us to proceed.

3. VENDOR SERVICES

After you have appointed Upside Agency as your exclusive agent by signing the Sale Authority, we will provide you with various services, which are further described below. Most of these services are provided as part of the Fixed Fee ('Standard Vendor Services'). However, some of these services require the payment of fixed additional amounts advised upfront ('Additional Services').

3.1 Standard Vendor Services - Included in the Fixed Fee

Subject to the terms of this Agreement, Upside will provide you with the following Standard Vendor Services as part of the Fixed Fee:

  1. An Agent to appraise, list and manage the sale of the Property, including inspections of the Property and negotiating potential sales on your behalf;
  2. 24 hour, 7 days a week access to the Upside Customer Experience Team;
  3. AVMR;
  4. Independent Valuation;
  5. Professional photographs and floor plan of the Property;
  6. Creation of a standard listing on the Property Portals;
  7. Creation and printing of Signboard and Printed Material for your Property;
  8. Facilitation (if required) of Conveyancing Services; and
  9. Access to all Vendor features on the Upside Platforms, including without limitation:
    1. access to property insights of your Property and suburb;
    2. progress and interest tracker of the sales campaign and purchaser interest; and
    3. access to the 'Vendor knowledge base' information.

3.2 Additional Services

In Addition to the Standard Vendor Services included in the Fixed Fee, if you elect to sell your Property by Auction, Upside will manage this on your behalf in consideration for the Auction Fee payable to Upside in respect of the Auction.

Further, Upside can help with facilitating the provision of Conveyancing Services through the introduction to a Conveyancing Provider. If you choose to use this Conveyancing Provider you will deal directly with, and be charged separately by, the Conveyancing Provider for Conveyancing Services.

Alternatively you are free to retain your own Conveyancer and also deal with that Conveyancer directly.

4. FEES AND CHARGES

4.1 Fixed Fees - Standard Vendor Services

We will charge you the Fixed Fee for the provision of the Standard Vendor Services. The Fixed Fee is inclusive of GST and is fixed irrespective of the price at which your Property is sold.

The Fixed Fee is payable in two (2) instalments as follows:

  • The Engagement Payment, is due and payable upon signing of the Sale Authority. Once the relevant State regulatory cooling off period (if any) has expired, the Engagement Payment will become non-refundable, irrespective of whether your Property is ultimately sold as a result of the provision of the Vendor Services.
  • The Settlement Payment is due and payable on Settlement of the Property, If the Property is withdrawn from sale prior to Settlement or otherwise fails to proceed to Settlement, you will be required to make the payment described in clause 4.3 below.

4.2 Other Fees - Additional Services

If you elect to sell your Property via Auction, the Auction Fee must be paid to Upside Agency in order to secure a date for the Auction. Once the Auction date has been booked and confirmed by Upside Agency, the Auction Fee is non-refundable.

The Upside Group does not provide any Conveyancing Services, and any fees for such services are payable directly to the Conveyancing Provider or Conveyancer you select.

You will be charged separately for any Additional Advertising that you require that is not included as part of the Vendor Services.

Upside reserves the right to charge for our costs incurred in providing credit card facilities for the Vendor Services. The charge for using a credit, debit card or other payment facility will be specified on the relevant Upside Platform at the time you select to pay any fees and charges under this Agreement by the relevant payment method.

4.3 Making Payments

Payment of the Engagement Payment (and any Auction Fee) is made via the Website or other applicable Upside Platform. We use a Third Party Provider to administer our payment service and any payment information you provide will be administered by the Third Party Provider for the purpose of making payment. We do not collect or store your credit card details. Billing of the Engagement Payment (and any Auction Fee) occurs at the time of, or shortly after you complete your online transaction to appoint us in accordance with the terms of the Sale Authority and this VSS.

To the extent your personal information is collected or retained by our payment service provider their privacy policy will apply.

Billing of the Settlement Payment occurs at the time of Settlement. You hereby direct the purchaser to pay this amount to Upside at the time of Settlement of the Property.

If the Property is sold during the Exclusive Authority Period, regardless of who sells it, the Settlement Payment is payable by Vendor.

If the Property is withdrawn from sale prior to Settlement or otherwise fails to proceed to Settlement, no further fees will apply. However, the Engagement Payment (and any Auction Fee) is non-refundable.

If you believe you have been billed in error you should notify us immediately by emailing [email protected]

Note the Agent is authorised to collect monies on behalf of Upside in respect of Vendor Services which will be made directly through the Website or other applicable Upside Platforms.

4.4 Cancellations and Refunds

If you wish to cancel the Agreement you may do so at any time, however:

  1. The Engagement Payment and Auction Fees are non-refundable; and
  2. If your Property is sold by any means during the Exclusive Authority Period you must pay the Settlement Payment in full.

You may withdraw your Ad at any time by contacting the Agent. In certain circumstances, you may be able to re-list the Property within a designated period after your withdrawal. We will provide you with further details at the time you seek to withdraw or re-list your Ad. We may charge you a fee to reinstate any removed or suspended Vendor Services at a later date.

5. CHOOSING THE METHOD OF SALE

5.1 Method of Sale

Before we are able to advertise your Property for sale, you will need to confirm whether you wish to sell your Property by Private Treaty Sale or by Auction.

The Agent will recommend a method of sale based on the, type and location of your Property, market conditions, your timeframe and personal preference. They will support their recommendation with recent sales data. However, the final choice on the method of sale for your Property is yours.

5.2 Private Treaty Sale

If you elect a Private Treaty Sale you can choose to provide an Asking Price in writing at the time of signing the Sales Authority, or may indicate the price they are willing to consider by rejecting an offer. If you indicate an Asking Price, we cannot advertise the Property at a price below the Asking Price or any price in a written offer that you have rejected. If you do not indicate an Asking Price, the Property cannot be advertised at a price below the Estimated Selling Price.

5.3 Auction

If you choose to sell your Property by Auction the Agent will instruct an Auctioneer on your behalf. In order to engage the Auctioneer, you agree and authorise us to share any relevant information to the Auctioneer.

A sale of your Property by Auction is not included in the Fixed Fee, so if you elect a sale by Auction, you will be charged the Auction Fee in addition to the Fixed Fee as shown on the Website.

In order to advertise your Property for sale by Auction, you will be required to formulate the Price Guide with the Agent. The Price Guide will be included in the marketing and made available to potential purchasers of your Property.

Please note you are entitled to change the Price Guide at any time before the Auction for the Property commences.

If you would like to receive and consider bids for the Property prior to the Auction, you will need to inform us. However, please be aware that the Auction Fee is non-refundable, even if the Property is subsequently sold before the Auction by Private Treaty Sale.

Prior to the Auction, you will need to instruct the Agent of the Reserve Price for the Property. The Auctioneer will not officially declare the Property to be within their power to sell during the Auction until the Reserve Price has been reached.

Specific rules apply to the sale of your Property by Auction. You will be legally obliged to sell your Property to the highest bidder once the Auction commences and after the Reserve Price has been reached.

If the Property is not sold at Auction, if instructed, the Agent can attempt to sell the Property by Private Treaty Sale. However, the Auction Fee is non-refundable.

5.4 Advertising Price

Upside Agency is obliged under Relevant Laws to advertise the Advertising Price as a single figure or a range of up to 10 percent. We also cannot use any words or symbols to qualify the Advertising Price, such as 'offers above', 'from', or '+'.

The Advertising Price must not be less than:

  1. the Estimated Selling Price;
  2. the Asking Price, if one has been provided, or
  3. a price in a written offer that was rejected by you.

6. GETTING READY FOR SALE

A Contract of Sale for the Property is not required to list your Property for sale, however, it must be drafted by a Conveyancer and provided to any potential purchaser before you can accept any offer to purchase the Property.

Upside does not provide Conveyancing Services, however Upside can assist by introducing you to a Conveyancing Provider. If you elect to use this service, you authorise us to exchange relevant information with that Conveyancing Provider. The Conveyancing Provider will be responsible for the preparation of the Contract of Sale and managing the legal process of the sale of the Property. The Conveyancing Provider will contact you directly to confirm your instructions and to take payment from you for any disbursements or costs associated with producing the Contract of Sale.

If you elect not to use the Conveyancing Provider, you should immediately instruct your chosen Conveyancer to prepare a Contract of Sale. We will not be liable to you for any delay, costs, liabilities or expenses as a result. Your failure or refusal to provide us with a Contract of Sale does not in any way reduce or eliminate your liability to pay the Engagement Payment in accordance with this Agreement.

7. MARKETING YOUR PROPERTY

7.1 Online Advertising of your Property

Once you have engaged the Upside to provide the Vendor Services, the Upside Customer Experience Team will coordinate the preparation of an advertisement of your Property ('Ad') to be displayed on the Property Portals. We will provide you with a copy of your Ad for review and approval prior to it being uploaded onto the Property Portal.

We may advertise and market your Property on any of the Property Portals, or any other websites or publications that we consider will be the most effective at securing interest in the Property from potential purchasers, in our absolute discretion. We may withdraw or no longer take advantage of the services of such Property Portals, websites or publications at any time, in our absolute discretion.

You are solely responsible for any Vendor Content that you provide. You warrant that the Vendor Content is accurate, current and is in no way misleading. You also warrant that you own all proprietary rights to Vendor Content and that Vendor Content does not infringe on any copyright, property right, trade mark or any other applicable right.

7.2 Media Package Services

As part of the Vendor Services the Media Package Services include:

  1. Photographs of your Property by a professional photographer who will also prepare a floor plan of the Property. The photographer will liaise with you to book a time for the professional photographer to attend the Property in order to take the photographs. If the photographer is unable to adequately access the Property during the scheduled booking time, you may be charged a cancellation fee; and
  2. Design and production of Printed Material about your Property and a Signboard which will be erected at your Property. The Signboard is the property of Upside and must be kept safe, secure and ready for collection by Upside. Any additional or replacement Signboards will be charged at the additional rates in force from time to time. These rates will be confirmed at that time. You acknowledge that we are not responsible for any liability, damages or injuries incurred as a result of the erection of the Signboard.

7.3 Additional Advertising

You will be charged separately for any Additional Advertising that you require that is not included as part of the Standard Vendor Services. We will provide you with a choice as to any Additional Advertising you may require and we will provide you with the applicable price (including GST) for each requested Additional Advertising service before you are required to select whether to use these Additional Advertising services. When available, the price will be the price outlined on the Upside Platform at the time of electing to receive these Additional Services.

6. SELLING YOUR PROPERTY

8.1 Inspections

As a part of the Vendor Services, the Agent will arrange and manage inspections of your Property. It is your responsibility to ensure that the Property is ready and prepared for the inspection, is in a safe condition and that the Agent has access to the Property at the date and time of the inspection.

Following each inspection of the Property, you will be provided with inspection feedback from the Agent, and which will be posted within your User Account on the Upside Platform.

If the Agent has conducted a number of inspections of your Property and received consistent feedback to suggest that the price of your Property is too high, the Agent will conduct a review with you to discuss the best way forward. Upside reserve the right to withdraw the inspection service at any time but only where Upside consider that it is unreasonable to expect us to continue the inspections service taking into account the number of inspections and the feedback received. There will be no full or part credit in respect of the Fixed Fee under these circumstances.

8.2 Keys

You agree to supply the Agent with two (2) sets of keys for all lockable doors, cupboards and areas that form part of your Property.

8.3 Empty Properties

If your Property is empty when it is offered for sale using the Vendor Services, you agree that you will conduct regular security and condition checks from time to time. We will not be responsible for conducting any checks on your behalf.

8.4 Feedback

We will request feedback from inspection attendees. We will prompt them for feedback multiple times unless they confirm that they do not wish to provide feedback.

This feedback will be used by the Agent to gauge market sentiment and will be summarised for you and made available within your User Account on the Upside Platform.

9. COMMUNICATING OFFERS TO PURCHASE

We will report offers we receive from a prospective purchaser to you through the relevant Upside Platform as soon as possible on receipt of the offer. The offer is provided to you automatically through the relevant Upside Platform at the time the offer is made to allow you to track activity and interest of individuals The prospective purchaser's name will be anonymised.

We will undertake such reasonable checks as are possible to ensure the offer made meets our criteria for a sale to proceed.

You may elect whether to accept the offer, reject the offer and instruct the Agent to negotiate. These options will be made available to you each time you receive an offer.

10. AVOIDING CONFLICTS OF INTEREST

The Agent will always act on your behalf and attempt to negotiate the best possible offer for your Property.

Before your Ad is published at the start of the sale campaign for your Property, you will need to advise us whether you are in any way associated with us, such as whether you are employed, a contractor, family member or service provider to Upside (together, 'Associates'). We need to disclose the Associate connection to potential purchasers of your Property.

If we become aware of anyone making an offer for your Property where that person is an Associate of Upside we will inform you of this.

In the event that you become aware of interest in your Property from an Associate of Upside, you should notify us immediately. We will then make such enquiries as we consider necessary and provide you with a notification in writing of the nature of the interest. If such Associate is prohibited from purchasing your Property by Relevant Law we will inform you. If the Associate is not prohibited by Relevant Law from purchasing the Property, you will have discretion as to whether you wish to accept offers from or otherwise deal with the relevant Associate.

We will never knowingly permit any offer to be made or sale agreed with an Associate of Upside unless we have provided you with written notice and received your consent to proceed with the sale. This written notice will ordinarily be displayed when you review the offer.

We retain the right to decline to provide the Vendor Services for the Property if doing so would create a conflict of interest for Upside, in which case we will refund to you any fees we may have already charged to you.

11. DEPOSITS UPON ACCEPTANCE

Once you have accepted an offer, the purchaser must pay the Deposit.

The Deposit received from the purchaser of the Property must be paid to Upside directly via bank cheque or electronic funds transfer. Note the Agent is authorised to collect monies on our behalf.

We will confirm through the relevant Upside Platform when the Deposit has been paid by the purchaser.

Upside Agency will hold the Deposit in our trust account, in accordance with all Relevant Laws and the Contract of Sale. We will hold the Deposit until Settlement or until such time as we are instructed by you and those who provided the Deposit to release it in accordance with your joint agreement and instruction to us.

On Settlement, Upside will receive the Settlement Payment along with any fees, costs or charges due to us (if applicable), and any other third party previously agreed prior to Settlement.

12. SETTLEMENT

Once a sale is agreed, we will provide you with advice and assistance as we consider reasonably necessary.

The legalities of the Settlement process will be managed by the Conveyancing Provider or Conveyancer (as the case may be) you have chosen to deal with.

Your Agent will also arrange for the purchaser to have a final inspection of the Property and facilitate the exchange of keys.

13. THIRD PARTIES

As part of or in addition to the Vendor Services, we may introduce you to Third Party Providers. By doing so we do not make any representations whatsoever about such Third Party Providers, including that they are capable of providing appropriate levels of service. Whether or not you choose to acquire such services remains entirely in your discretion.

We cannot and do not accept any liability for the conduct and service delivered by Third Party Providers or other representatives you engage to act on your behalf. Your contracts for those services are with the relevant Third Party Providers.

Upside Agency comply with all Relevant Laws in connection with the receipt of commissions and rebates received from third parties and the manner in which we deal with those rebates and commissions.

14. LIMITATION OF LIABILITY

In respect of the Vendor Services that are provided by Third Party Providers, Upside does not, to the extent permitted by the law, give or make any express or implied warranties, representations, conditions, statements or endorsements whatsoever regarding these services.

The AVMR, CMA and Independent Valuation are an estimate only of the approximate market value of your Property, and, in respect of the AVMR and Independent Valuation, are provided without a physical inspection of your Property. In respect of the AVMR, CMA and the Independent Valuation, you accept their respective accuracy is dependent on the information you and other third parties provide to Upside about your Property and it remains your sole risk and responsibility to evaluate the accuracy, completeness, usefulness and suitability of all information provided within the AVMR, CMA and the Independent Valuation. The AVMR, Independent Valuation and CMA are provided on an “as is” basis without warranty of any kind.

You agree to release Upside (and our Related Entities) from all liability (including liability for negligence), or for any loss or damage (including direct, indirect, special or consequential loss) arising out of or connected with the sale of the Property, the Vendor Services and any Additional Services you have elected. To the extent permitted by law, Upside (and its Related Entities) liability is limited to the supply of the Vendor Services again or the payment of the cost of having the Vendor Services supplied again. We will not be responsible under any circumstances for any indirect or consequential loss (not being a loss which arises naturally as a result of a breach of an Agreement or other event the subject of the relevant claim), including loss of profits or revenue, loss of opportunity, loss of goodwill or loss of reputation, or for any loss caused or contributed to by you or people associated with you.

You indemnify us against:

  1. Any loss or damage incurred or suffered by us as a result of your breach of any of your obligations under this Agreement;
  2. Any claim or action which may be brought against us or our employees, agents or contractors in respect of personal injury or death of any person which is caused or contributed to by you;
  3. Any damage to, or loss or destruction of property, arising from the use of the Vendor Services (or any additional services); and
  4. Any claims made and actions taken against us as a result of us providing the Vendor Services (or any additional services), which is caused or contributed to by you.

Any limitations or exclusions in this Agreement relating to any term, condition or warranty, express or implied, or our liability, will only apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies where to do so would be prohibited by statute.

15. PRIVACY

In order to provide the Vendor Services we will disclose to relevant parties certain personal information about you. This will include your name, address, contact details, viewing availability, agreed sale price and position to proceed.

Please read the Platform Terms and our Privacy Policy for more information on how we handle and manage your personal information.

The Privacy Policy does not form part of this Agreement, and only applies to the extent that we collect, use and disclose your personal information. It is your responsibility to provide accurate up to date personal information through the relevant Upside Platform.

16. COMPLAINTS PROCEDURE

16.1 Upside

As an Upside customer, providing you with excellent service is really important to us, and our goal is to provide that standard of service to you at every stage. However, we understand that sometimes things can go wrong and we want to make sure you have a way to let us know when this happens so we can fix any issues as quickly as possible.

If you have any reason to contact us with a complaint, we outline the following Complaints Procedure for you to contact us, and so we can focus on resolving the issue to your complete satisfaction:

please contact us by email at [email protected]

If you have a complaint about one of our Agents or a member of the Upside Customer Experience Team, we will first give them the opportunity to address the complaint with you directly.

We will instruct them, or their direct manager, to contact you to address the complaint informally within 24 hours of notification.

If the relevant Agent or a member of the Upside Customer Experience Team is not able to address your issue to your complete satisfaction, we will then escalate the issue to the director in charge of that particular staff member, who will contact you within two (2) working days.

The director in charge will investigate the matter further and will send you a full written response within five (5) working days.

If our response does not fully resolve your issue and you wish to further escalate your complaint, you should notify Upside in writing within 28 days of the date of our written response. This will then be addressed by our General Manager, who will review all correspondence and materials related to your complaint and reply with a final decision within five (5) working days of your escalation.

In the unlikely event that you are still not satisfied with our decision, we will proactively provide you with the contact details for appropriate regulatory authority who can help you with an independent review of your complaint, or procedures in addressing your concerns and our final decision. Their decision will be treated as final.

The regulatory bodies to contact in the event that you wish to do so:

Victoria (Melbourne)

Consumer Affairs Victoria

[email protected]

https://www.consumer.vic.gov.au

Estate Agents Resolution Service

Consumer Affairs Victoria

GPO Box 4567, Melbourne VIC 3001

or fax to: 8684 6295

16.2 Third Party Providers

Due to the varying regulatory environment in which our Third Party Providers may operate, any complaints about a Third Party Provider or their services will be handled by the individual Third Party Provider's own internal complaints team and processed within their own time frames. Upside will however, endeavour to facilitate contact with the relevant Third Party Provider to ensure a satisfactory resolution.

17. BINDING EFFECT

This VSS forms part of the Sale Authority and becomes effective upon execution of the Sale Authority. By executing the Sale Authority, you acknowledge that you have read and agree to the terms of this VSS.

18. GOODS AND SERVICES TAX (GST)

The consideration to be paid or provided under any other clause of this Agreement for any supply made under this Agreement includes GST.

To the extent that a party is required to reimburse or indemnify another party for a loss, cost or expense incurred by that other party, that loss, cost or expense does not include any amount in respect of GST for which that other party is entitled to claim an input tax credit.

In this clause 18:

  1. Words or expressions used in this clause which have a particular meaning in the GST law (as defined in the GST Act), any applicable legislative determinations and Australian Taxation Office public rulings, have the same meaning, unless the context otherwise requires; and
  2. Any reference to an input tax credit entitlement of a party includes any corresponding GST input tax credit entitlement of the representative member of any GST group of which that party is a member.

19. GENERAL

19.1 Notices

A notice or other communication connected with this Agreement ('Notice') has no legal effect unless it is in writing. In addition to any other method of service provided by Relevant Law, the notice may be:

  1. Sent by express post to the address provided at the time of entering this Agreement (unless subsequently notified in writing), and treated as delivered on the 3rd business day (at the address to which it is posted) after posting; or
  2. Sent by email to the email address provided at the time of entering this Agreement (unless subsequently notified in writing), and treated as delivered if sent before 5pm 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.

In the case of Upside:

  1. The postal address for Notices is: Upside Realty Pty Ltd, Level 2, 101 William Street, Darlinghurst NSW 2010; and
  2. The email address for Notices is: [email protected]

19.2 Entire understanding

This Agreement (together with the Platform Terms) is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement, and supersedes any prior agreement or understanding on anything connected with that subject matter.

19.3 Variation

An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.

19.4 Waiver

A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing. A waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

19.5 Further assurance

Each party must promptly at its own cost do all things (including executing and if necessary delivering all documents) necessary or desirable to give full effect to this Agreement.

19.6 Governing law and jurisdiction

The law of the State or Territory in which the Property is to be marketed governs this Agreement and both parties submit to the non-exclusive jurisdiction of the courts of that State or Territory and of the Commonwealth of Australia.

This Agreement applies only to Vendor Services in Victoria, Australia.

19.7 Severability

If any provision in this Agreement is unenforceable, illegal or void, or makes this Agreement or any part of it unenforceable, illegal or void, then that provision is severed and the rest of this Agreement remains in force.

If any provision in this Agreement is unenforceable, illegal or void in one jurisdiction but not in another jurisdiction or makes this Agreement or any part of it unenforceable, illegal or void in one jurisdiction but not in another jurisdiction, then that provision is severed only in respect of the operation of this Agreement in the jurisdiction where it is unenforceable, illegal or void.

20. INFORMATION, NEGOTIATION AND LEGAL ADVICE

WARNING: You are advised to seek independent legal advice before accepting this Agreement.

This Agreement enables you to exclusively appoint us to undertake the marketing, advertising and sale of your Property. You should seek legal advice if you are unsure about any aspect of this Agreement or the fees you are being charged then do not accept this Agreement. If you still have some concerns after obtaining your own legal advice, then do not accept this Agreement.

You acknowledge that you will seek your own financial and investment advice.

WARNING: Any financial or investment advice provided by Upside is general advice and does not take into account the individual circumstance of the Vendor or the Vendor's objectives, financial situation or needs.

You have the right to negotiate with us about the terms and conditions of the Agreement and to ask for any legally permitted changes to be made. Alterations made to the Agreement need to be signed by all parties, except if we revise the Estimated Selling Price for the Property.

The amounts charged by agents are not set by law. You can negotiate with us about the amounts of any commissions, fees or other expenses that you may be required to pay. Before signing an agreement, it is a good idea to talk to a few agents and compare their prices. Ask each agent for a printed list of their fees and commission rates and the expenses they charge.

We recommend that before appointing us, you review the relevant consumer information relating to the appointment of a real estate agent, as set out on the relevant website of the applicable state or territory regulatory authority.

Annexure 1 - DICTIONARY OF TERMS

In this Agreement, the following terms have the meanings given below:

'Ad' means the display of your Property in advertising and marketing which includes photographs, descriptions, key features and floor plans.

'Advertising Services' means services for advertising Properties on media platforms, including without limitation, the Property Platforms.

'Agent' means an Upside Agency property agent specialising in your local area.

'Agreement' means the terms of the Sale Authority read together with this VSS, including all of their respective schedules and annexures.

'Additional Advertising' means any additional advertising that you require that is not included as part of the Standard Vendor Services.

'Additional Services' means any additional services that you require that are not included as part of the Standard Vendor Services, and without limitation includes the sale of your Property by Auction.

'Advertising Price' means the price at which the Agent advertises the Property is for sale.

'Appraisal' means an assessment of your Property by an Agent using their knowledge of the local area and recent sales in that area, to provide a guide as to the price that might be obtained for the Property.

'Asking Price' means the minimum dollar amount that the Vendor will accept to sell the Property under Private Treaty Sales.

'Auction' means a public sale of the Property where the Property is sold to the highest bidder.

'Auctioneer' means a suitably qualified and experienced auctioneer who is appointed, or will be appointed by Upside (acting on your behalf) to conduct the Auction.

'Auctioneer Services' means the services provided by the Auctioneer to Auction the Property.

'Auction Fee' means a payment of $1,000 including GST to Upside Agency, unless otherwise agreed.

'AVMR' means a free approximate market value report of your Property prepared by a third party provider of AVMR Services.

'AVMR Services' the preparation of an AVMR by a third party provider.

'CMA' means comparative market analysis of the Property against other similar property sales in your local area.

'Continuing Authority Period' means the continuing authority period listed in the Sale Authority.

'Contract of Sale' means the contract for the sale of the Property.

'Conveyancer' means a licenced conveyancer or solicitor who provides the Conveyancing Services.

'Conveyancing Provider' means a Conveyancer introduced to you by Upside via the Upside Platform.

'Conveyancing Services' means the preparation, verification and lodgement of numerous legal documents required under legal and statutory process in order to effect the transfer of ownership of the Property from the Vendor to a purchaser.

'Deposit' means the sum of money being the agreed percentage of the Purchase Price for the Property, paid or transferred to Upside Agency. Or an agreed third party, with a view to securing the purchase of the Property.

'Engagement Payment' means a payment of $1,900 including GST to Upside Agency, being the first instalment of the Fixed Fee.

'Estimated Selling Price' means the estimated selling price as listed in the Sale Authority.

'Exclusive Authority Period' means the exclusive authority period listed in the Sale Authority.

'Fixed Fee' means the fee of $7,500 including GST payable to Upside Agency for the Provision of the Standard Vendor Services.

'GST' means GST as defined in the (A New Tax System (Goods And Services Tax) Act 1999 (Cth) as amended.

'Independent Valuation' means the Valuer's independent opinion of the market value of the Property provided in the form of a report.

'Independent Valuation Services' means the Independent Valuation services provided by the Valuer.

'Media Package Services' means a third party photography, floorplan, Signboard and Printed Material production services provided as part of the Fixed Fee.

'Printed Material' means the 100 x A4 booklets and 200 x A6 property cards provided as part of the Media Package Services to promote the Property, or such lesser number determined by Upside in its discretion.

'Purchase Price' means the final price for which the Vendor agrees to sell, and the purchaser agrees to pay for the Property.

'Price Guide' means an agreed price guide for the sale of your Property under Auction to be advised to prospective purchasers.

'Privacy Policy' means the Upside privacy policy located on the Website as amended from time to time.

'Private Treaty Sale' means when the Property is listed for sale with an Asking Price and potential purchasers are able to make offers to the Agent, who then presents the offer to the Vendor who can decide whether to accept or reject the offer.

'Property' means the property that you agree to exclusively list with us for marketing and sale under the Sale Authority.

'Property Portals' means domain.com.au and realestate.com.au.

'Related Entity' has the meaning given to it under the Corporations Act 2001 (Cth).

'Relevant Law' means any requirement of any statute, rule, regulation, proclamation, order in council, ordinance or bylaw whether commonwealth, state, territorial or local.

'Reserve Price' means the minimum dollar amount that the Vendor will accept as the winning bid for the Property in the Auction.

'Sale Authority' means the binding agreement for exclusive marketing and sale of your Property, which is executed by you.

'Settlement' means the formal legal completion of the sale of your Property.

'Settlement Payment' means a payment of $5,600 including GST to Upside Agency, being the second instalment of the Fixed Fee.

'Signboard' means a 1200 x1800 photographic 'For Sale' signboard for your Property.

'Standard Vendor Services' means the Vendor Services provided in return for the payment of the Fixed Fee.

'Third Party Providers' means all third party providers of services, including without limitation, providers of payment services, AVMR services, Independent Valuation services, Auctioneer Services, Conveyancing Services, Media Package Services and Advertising Services.

'Third Party Services' services introduced by Upside to a Vendor and provided independently by a Third Party Provider.

'Upside Platform' means primarily the Website, though may also include where relevant any Upside mobile application ('App'), any Upside social media pages used by Upside from time to time, and software provided on or in connection with the foregoing.

'Upside Customer Experience Team' means the Upside customer experience team available via telephone at 1800 UPSIDE or [email protected]

'User Account' means a user account that is created on the Upside Platform.

'Valuer' means an independent third party who provides the Independent Valuation.

'Vendor' means the legal owner or owners of the Property with all necessary authority to sell and otherwise deal with it as contemplated by this Agreement.

'Vendor Content' means any information, descriptions, photographs, floor plans and information that provided to Upside by a Vendor.

'Vendor Services' means the services provided to a Vendor by Upside as further described in clause 3 of this VSS as amended or varied from time to time.

'VSS' means this Vendor Services Schedule.

'Website' means the upside website located at www.upside.com.au