Disclaimer and Confidentiality Agreement
I/we, being the person/people named in the schedule set out above, acknowledge that I/we are prospective buyer(s) of the business and acknowledge and agree as follows:
- any materials supplied by sellers relating to the business(s) may include:
- non-verified and non-audited trading results and/or profit and loss reports; or
- related industries averaged and/or approximate costs/expenses and projected trading estimation
- all information supplied is my/our responsibility to verify and confirm, and I/we agree that agent and/or its salespersons, employees and authorised personnel shall in no case be responsible for its accuracy or completeness, or any liability or loss suffered by me/us in relation to use of or reliance upon the information contained in any business profile.
- Business profiles and materials and all things connected and related to any business(s) are confidential, and we agree not to disclose them to any other person except our legal, accounting, financial advisors and bankers, but then only on the basis that they have agreed to keep the information confidential.
- I/we agree to use any information, documents or contacts provided, or otherwise made available, to me/us for the sole purpose of evaluating a potential sale or purchase transaction in respect of the business and for no other purpose. I/we expressly agree not to use the information, document or contacts provided for the direct or indirect purpose of competing with the relevant seller and/or their business.
- I/we expressly agree not to upload any Confidential Information provided to any artificial intelligence (AI) platform for any reason.
- All inspections of businesses are to be by an appointment arranged and organised through the agent only, and I/we agree not to attempt to inspect any business or the premises upon which any business is carried on or to contact any seller, their employees, agents, landlord, customers, suppliers or other stakeholders directly or indirectly other than through and with the agent.
- I/we understand that the agent and/or its personnel are not investment and financial advisors. Their role in this matter is to simply relay information relating to the target business, as provided by any seller in their capacity as a representative of the seller.
- I/we understand the roles, responsibilities and duties of the agent does not extend to:
- investigating the truth, completeness or accuracy of the information provided nor go through any due diligence process in relation to it;
- make any professional or other judgement about the materials supplied by any seller or provide any professional advice; and
- assess the truth or accuracy of the information provided to us by any seller.
- I/we agree to respect and safeguard the privacy of any seller by returning the business profiles, and any related material to the agent, and immediately return or destroy (and certify destruction of) any copies if I/we do not proceed to purchase any business or otherwise when requested to do so by the seller.
- I/we agree to advise the agent immediately that I/we have been previously introduced to the same business by another agent.
- I/we acknowledge and agree that the obligations listed above (including but not limited to the obligations of confidentiality) are:
- given in consideration for the provision of materials relevant to the assessment of the target business and a potential transaction; and
- for benefit of, and are enforceable by, both the agent and, upon acceptance by or on behalf of the relevant seller, the relevant seller.
- I/we agree that the seller’s acceptance of the obligations owed to it will be deemed as given on the provision to me/us of materials relating to the target business and that the seller shall be entitled to any remedies and relief available at law as against the prospective buyer(s) in the event of a breach of this agreement.
Important
The individual(s) signing this agreement for and on behalf of the prospective buyer(s) each confirm and warrant that:
- they have the requisite and unconditional authority to enter into this agreement for and on behalf of the prospective buyer(s); and they do not have any notice of that authority being withdrawn.
In the event that prospective buyer(s) asserts that the individuals signing this agreement did not have the requisite authority to bind the prospective buyer(s) to this agreement, then each individual signing this agreement (on a joint and several basis if more than one):
- irrevocably and unconditionally guarantees to the agent and the seller the due and punctual performance of all present and future obligations (including the payment of all present and future liabilities) expressed to apply to the prospective buyer(s) under this agreement and must on demand by either the agent or seller perform such obligations or pay such liabilities in the manner specified in this agreement; and
- as a separate and independent obligation from that contained in sub-clause (a) above, must indemnify the agent or seller (as relevant) on demand and pay the amount of any loss, liability, cost or expense of any nature suffered or incurred by the agent or seller (as relevant), arising out of or in connection with any failure of the prospective buyer(s) to perform any obligation or pay any liability expressed to apply to it under this agreement.
Privacy
Growth Generation Pty Ltd (ABN/ACN No. 45 602 979 886) trading as Growth Generation Commercial Group is committed to protecting your privacy in compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) issued pursuant to the act. This document sets out Growth Generation Pty Ltd’s Privacy Notice which contains information about how you can complain about any breach by Growth Generation Pty Ltd of the APPs or an applicable APP Code.
Information Collection, Use and Disclosure
The types of personal information we may collect, use or disclose about you includes contact information, such as name, work address, email address, work phone number, mobile phone number occupation / position title and organisation name, history of correspondence and other interactions with Growth Generation Pty Ltd.
In order to provide products and services to you, we will only disclose your personal information as permitted under the Privacy Act or with your consent. We do not routinely disclose personal information to any third party, and are not likely to do so to any overseas parties.
Whenever it is reasonable or practicable to do so, we will collect your personal information directly from you. Sometimes it will be necessary for us to collect information from a third party or a publicly available source, such as a credit reporting agency, your legal adviser, or your accountant.
In the course of providing services to you, it may be necessary for us to enter your personal information into forms generation software or industry specific websites. Depending on the terms of use of such software and websites, a third party may acquire rights to use or disclose information entered into the relevant forms or websites.
We need your permission to collect, use and disclose your personal information, and we therefore ask that you confirm your consent by submitting this form.
In the event that you do not consent to Growth Generation Pty Ltd collecting and releasing your personal information as described above, we may be unable to provide the services requested by you.
Access to, and correction of personal information
You have the right to request access to your personal information and to request that Growth Generation Pty Ltd update or correct your personal information. A charge may apply for providing access to your information.
Our privacy policy contains further information about how you may request access to, and correction of, your personal information.
Contacting Us
You may contact us by mail, email or telephone as follows:
Address : PO Box 9193 Gold Coast MC QLD 9726
Phone: +61 (0) 432 734 760
Email: commercial@growthgeneration.com.au
