Impresta Group Pty Ltd (Impresta) agrees to provide you and your Representatives (You) access to Transactions through our platform or otherwise, in consideration for the agreements, undertakings and acknowledgements set out below.
Confidential Information means all information disclosed to You relating to a Transaction through the Impresta platform or otherwise (whether or not designated as confidential), including:
- all financial and accounting information, all information relating to customers and suppliers, all marketing research and reports and other marketing information, operating procedures and technical information and information about intellectual property rights, trade secrets and know how; and
- all notes, summaries, extracts, compilations, analyses, calculations, models, conclusions, opinions or other information made or derived in whole or in part from, or from inspection or evaluation of, any information of the type referred to in paragraph (a),
but excluding information which is in the public domain (other than through breach of confidentiality) or that was already known to You at the time of disclosure (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality);
- conducting an assessment of whether and on what terms to pursue a Transaction;
- negotiating the terms of a Transaction and any agreements or other documents to effect any Transaction; and
- the implementation of a Transaction;
Regulatory Authority means any government or local authority and any department, minister or agency of any government; and any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock exchange.
Representative means any director, officer, professional adviser or employee.
Transaction means any opportunity to potentially provide of receive funding for a commercial real estate project
Protection of Confidential Information
You agree to:
hold the Confidential Information in strict confidence and not disclose it or otherwise make it available to any person except to Representatives or professional advisers who reasonably require access to that Confidential Information for the Purpose;
not use any Confidential Information for any reason other than the Purpose;
not copy, extract, record or reproduce any Confidential Information except to the extent necessary to carry out the Purpose;
store all Confidential Information so that it is protected from unauthorised access, use, copying, reproduction or disclosure and in such a way that it can be retrieved later; and
promptly notify Impresta if You become aware or suspect that any Confidential Information has been, or is likely to be held, disclosed, used, copied, reproduced or stored in a way that is inconsistent with these terms.
Nothing above prevents You from disclosing Confidential Information if disclosure of that Confidential Information is required to be made by law or the rules of any Regulatory Authority.
Impresta in no way makes any representations to create any offer of finance or the provision of any financial accommodation or that financing will be available on any terms. Any offers of finance will be subject to satisfactory completion of due diligence, legal documentation and any other requirements in Impresta’s absolute discretion.
Impresta will not be responsible for loss or damage arising from the use of any Confidential Information supplied by us to You. Any Confidential Information should not be used as a substitute for detailed investigations or analysis on any issues or questions You wish to have answered. We strongly advise You to solicit independent professional advice before making any investment or financing decisions.
You acknowledge and agree that Impresta and its Representatives make no representation or warranty as to the accuracy or completeness of the Confidential Information or that the Confidential Information includes all information that may be material to You in considering a Transaction.
The Privacy Act 1988 governs the use of a person’s personal information and sets out principles governing the ways in which organisations should treat personal information. Impresta is committed to respecting the privacy of your personal information provided to it in accordance with applicable privacy laws.
By providing information to Impresta, subscribing to email alerts or contacting Impresta via its website or otherwise, You are consenting to the personal information contained therein being transferred within Impresta, Impresta’s related bodies corporate, agents, contractors and third party service providers (including mailing houses and professional advisors) and to Regulatory Authorities. You also consent to such personal information being processed to provide services and appropriate administration to You.
Any information that a third party provides to Impresta will only be used by the Impresta in response to contact made by You and will not be passed on to any third party.
A person has a right to gain access to the information that Impresta holds about that person subject to certain exemptions under law. Access requests may be made in writing to the Impresta’s registered office.
You are not prevented from independently seeking opportunities for Transactions other than via the Impresta platform and will promptly notify Impresta if You are already assessing a Transaction introduced by us to You.
If Impresta introduces a Transaction to You via our platform or otherwise (which you are not already assessing as per above), You shall not enter into discussions or negotiations for that Transaction with a view to entering into a direct agreement, transaction or arrangement in such a way that will adversely impact the business of Impresta. Furthermore, you acknowledge and agree that a fee (to be agreed and disclosed) will be payable to Impresta for Transactions completed via its platform.
You acknowledge we are independent entities and are not agent or principal of each other, joint venturers or partners, are not acting on behalf of each other and there is no employment relationship between us.
Neither of us has the authority to incur any liability on behalf of, or bind to any contract, arrangement, undertaking or obligation, the other.
Neither of us will hold itself out or do or permit the doing of any act or making of any statement which would lead another person to believe that we have a relationship other than independent contractors.
You agree the above terms are governed by and construed in accordance with the law from time to time in Western Australia.