Legal
Agent & Agency Terms and Conditions
Sold OffMarket — sold-offmarket.com.au
Owned and operated by White Tree Systems Pty Ltd ACN 697 785 916 (trading as Sold OffMarket).
Last updated May 2026
1. Introduction
Sold OffMarket's goal is to connect qualified buyers with real estate agents for off-market property opportunities, and to assist buyers in engaging real estate agents through its web platform (Website) in a seamless and efficient way.
If you have any questions, you can contact the Sold OffMarket team by visiting our Website at sold-offmarket.com.au or emailing us at team@sold-offmarket.com.au.
2. Relationship and Context
These Terms define the legal relationship between Sold OffMarket (Sold OffMarket, we, us or our) and: (a) the person applying for registration via the Website as a real estate agent, sales manager or equivalent responsible officer (Agent); and (b) the real estate agency employing or engaging that Agent, or with which the Agent is otherwise associated, including as a director (Agency), under which Sold OffMarket provides buyer referral and lead generation services for off-market properties (Service).
These Terms apply to the Agent's and Agency's use of the Service, including the Website.
By clicking "I Agree" on the Website to indicate acceptance of these Terms, the Agent: (a) agrees to be bound personally by these Terms; and (b) accepts these Terms on behalf of the Agency and warrants that the Agent is authorised to bind the Agency to these Terms, including the obligation to pay the Referral Fee upon a successful transaction.
If the Agent does not have authority to enter into these Terms on behalf of the Agency, the Agent must not register for or use the Service.
A facility is available on the Website for you to download or email a copy of these Terms. We recommend that you keep a record of them for your reference.
In these Terms: (a) 'you' and 'your' means both the Agent and the Agency; (b) 'party' means Sold OffMarket, the Agent or the Agency, as applicable; (c) 'parties' means Sold OffMarket, the Agent and the Agency; (d) 'Agreement' means the legally binding agreement between Sold OffMarket, the Agent and the Agency incorporating these Terms; (e) 'Buyer' means a prospective property purchaser referred to the Agent by Sold OffMarket through the Service; and (f) 'Referral Fee' means the fee of $1,400 + GST payable by the Agent or Agency to Sold OffMarket upon the successful completion of a property transaction involving a Buyer referred through the Service.
These Terms address both the commercial relationship and how you may use the Service, as well as the legal obligations, risk allocation, definitions and interpretation provisions applicable to that relationship.
Use of the Website is also subject to the Site Visitor Terms and Conditions located at sold-offmarket.com.au (Site Terms). You agree that the Site Terms, as amended from time to time, form part of these Terms.
Sold OffMarket may from time to time offer additional promotional programs or service tiers to Agents and Agencies. Further details of any such programs will be communicated via the Website or directly to registered Agents.
Sold OffMarket may update these Terms by posting an updated version on the Website. We will notify you when that occurs by email or via the Website. Updated Terms will become effective 14 days after they are communicated to you (Effective Date).
If an Agent continues to use the Service after the Effective Date, that use will constitute acceptance by the Agent and the Agency of the updated Terms. If you do not accept updated Terms, you must stop using the Website and the Service by the Effective Date.
If you do not accept these Terms, or otherwise decide you do not wish to continue with the Service, you must notify us so that we can remove you from the Service. You remain responsible for all obligations incurred before termination, including payment of any Referral Fees for Buyers already referred to you where a transaction subsequently completes.
3. Eligibility and Account Registration
The Service is only available for use by Australian residents. If you are not an Australian resident, you must not register for or use the Service or the Website.
By using the Website or registering for the Service, you warrant and represent to Sold OffMarket that: (a) you are 18 years of age or older; (b) any information you submit in connection with your registration is truthful, accurate and complete, and you will keep it up to date at all times; and (c) your use of the Website and the Service does not violate any applicable laws or regulations.
Sold OffMarket reserves the right to accept or reject any application to register for the Service at its sole discretion and without providing reasons.
Sold OffMarket may conduct such identity verification activities as it considers necessary to verify your identity or the accuracy of any registration information you have provided, including by using information from third-party sources. By registering, you consent to Sold OffMarket conducting such activities.
4. Account Security
When registering for the Service, you will be required to create account credentials including a password. You must keep your account credentials confidential and secure at all times.
You acknowledge and agree that you are solely responsible for all activities conducted under your account, whether or not such access was authorised by you.
You must not:
- (a)share your account credentials with any other person;
- (b)use the account, username or password of another registered user; or
- (c)allow any other person to access or use the Service through your account.
You must notify Sold OffMarket immediately if you become aware of, or suspect, any unauthorised access to or use of your account or account credentials. Sold OffMarket is not liable for any loss or damage arising from your failure to comply with this clause.
Your account is personal to you and may not be transferred or assigned to any other person without Sold OffMarket's prior written consent.
5. Commercial Terms
5.1 Our Service Commitments
Our Service involves matching qualified Buyers with Agents who have access to off-market property opportunities. Once you have registered and provided the information required to set up your profile with the Service, we will include your details in our database. You may then be matched with Buyers seeking off-market properties.
We aim to provide an excellent experience for both Buyers and Agents when interacting with the Website. We do not make any commitment that you will receive Referrals, any particular number of Referrals, or that any Referrals you receive will result in a completed transaction.
For the purposes of these Terms, a Referral means any introduction of a Buyer to the Agent by Sold OffMarket through the Service. You acknowledge that the Service is provided on a non-exclusive basis, meaning the same Buyer may be referred to more than one Agent at Sold OffMarket's discretion.
Sold OffMarket does not guarantee that any Buyer referred to you will proceed to purchase a property or that any particular off-market property will be available or suitable for a referred Buyer.
5.2 Affiliate Marketing and Third Party Services
The Website may contain affiliate marketing links or referrals to third party products and services (Third Party Services) that may be relevant to Buyers or Agents, including but not limited to financial services, conveyancing, property inspection, and legal services.
Sold OffMarket may receive a commission, referral fee or other benefit from third parties in connection with those affiliate links or referrals (Affiliate Benefit).
The inclusion of any affiliate link or referral to a Third Party Service on the Website does not constitute an endorsement, recommendation or guarantee by Sold OffMarket of that third party, their products or services, or their suitability for any particular purpose.
Sold OffMarket is not responsible for and makes no representations or warranties in respect of any Third Party Services accessed through the Website, including their quality, accuracy, availability, or fitness for purpose. Any dealings between you or a Buyer and a third party are solely between those parties.
The receipt of any Affiliate Benefit by Sold OffMarket does not affect the Referral Fee payable by you under these Terms.
5.3 Your Commitments
To register and set up your profile for the Service, you must provide the information and content we request via the Website (Content). You must keep that Content up to date at all times. The Content we may require includes:
- (a)profile information including your full name and professional biography;
- (b)the geographic area or market in which you operate;
- (c)contact details including phone number and email address;
- (d)a professional photograph for use on the Website;
- (e)your real estate agent or agency licence or registration number;
- (f)your membership number or applicable real estate institute number; and
- (g)the Agency's logo or trade mark.
The Content you provide must be accurate, current and comply with any content standards or guidelines we communicate to you from time to time (Standards). As the Service evolves, we may require you to provide additional Content. We will notify you in those cases and you must respond promptly to ensure your Content remains up to date and compliant with the Standards.
In your dealings with Buyers and other third parties in connection with the Service, you must act in a manner that supports and enhances the brand and reputation of Sold OffMarket. In particular:
- (a)you must act professionally, courteously, honestly and with integrity in your dealings with Buyers and Sold OffMarket;
- (b)you must respond to Referrals diligently and make all reasonable efforts to provide competitive and high-quality service to Buyers; and
- (c)you must comply with all applicable laws relating to your activities as an Agent or Agency, including maintaining a current real estate agent or agency licence and complying with the Australian Privacy Principles.
If we consider that you are not upholding the standards described in these Terms, we may remove or suspend your registration with the Service for any period we determine, until we are satisfied that you have taken steps to ensure future compliance.
If we remove or suspend your registration with the Service, or if you choose to cancel the Service, all Referrals provided through the Service up to and including the date on which the Service ends remain subject to these Terms. That means you may still be required to pay the Referral Fee for those Referrals where a transaction subsequently completes.
5.4 Prohibited Uses of the Website and Platform
In addition to any other obligations under these Terms, you must not, and must not permit any third party to:
- (a)use any automated process, robot, spider, data scraping tool, web-bot, script or other means to access, monitor, copy, replicate, distribute, republish, repackage or extract data or content from the Website or the Service;
- (b)reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying systems of the Website or the Service;
- (c)circumvent, disable or otherwise interfere with any security-related features of the Website;
- (d)upload, transmit or introduce any virus, malware, ransomware or other malicious code to the Website or any associated systems;
- (e)use the Website to send unsolicited communications (including spam) to other users or to harvest the personal information or contact details of other users;
- (f)use the Website to harm, abuse, harass, threaten, stalk or otherwise offend any other user or third party;
- (g)frame or mirror any part of the Website without Sold OffMarket's prior written authorisation; or
- (h)interfere with, disrupt, or create an undue burden on the Website or its infrastructure.
Sold OffMarket may investigate any reported or suspected breach of clause 5.4 and may, without notice, take such action as it considers appropriate, including suspending or terminating your access to the Service, removing content, or reporting conduct to relevant authorities.
5.5 Spam Act Compliance
If you use the Website or the Service to contact, invite or communicate with any other person (including Buyers), you warrant that:
- (a)you hold all consents required by applicable law to send such communications;
- (b)each communication complies with the Spam Act 2003 (Cth) and any other applicable anti-spam or privacy legislation; and
- (c)such communications will not infringe any third-party rights.
You must not use Buyer contact information received through the Service to send unsolicited commercial electronic messages within the meaning of the Spam Act 2003 (Cth).
5.6 Referral Fee
Under these Terms:
- (a)a Buyer is deemed to have been referred to you (Referred) at the point Sold OffMarket introduces or provides the Buyer's contact details or information to the Agent or Agency; and
- (b)Referral Fee means the fee of $1,400 plus GST payable by the Agent or Agency to Sold OffMarket upon a Successful Transaction, as defined in clause 5.6.2.
A Successful Transaction occurs where a Referred Buyer enters into a binding contract for the purchase of a property (Sale Contract) that is facilitated by or through the Agent or Agency, within 18 months after the date of Referral (Referral Date).
The Referral Fee becomes due and payable upon the earlier of:
- (a)the date the Sale Contract becomes unconditional; or
- (b)the date of settlement of the Sale Contract.
The Referral Fee is a flat fee of $1,400 plus GST, regardless of the sale price of the property or the commission earned by the Agent or Agency in connection with the transaction.
You acknowledge that a Buyer who uses the Service may be engaging with multiple agents. Subject to any waiver under clause 5.7, any transaction facilitated with a Referred Buyer within the 18-month period following the Referral Date will trigger the obligation to pay the Referral Fee.
For the avoidance of doubt, the Referral Fee is payable irrespective of:
- (a)whether the property purchased is the same property initially discussed between the Agent and the Buyer at the time of Referral;
- (b)whether the Agent or Agency believes the transaction would have occurred without Sold OffMarket's involvement; or
- (c)whether the Buyer contacted the Agent or Agency through additional channels after the Referral.
5.7 Waiver of Referral Fee
In the ordinary course, if we refer a Buyer to you and the Agent or Agency facilitates a transaction with that Buyer within the period set out in clause 5.6.2, you are required to pay the Referral Fee.
In certain circumstances, we may in our absolute discretion elect to waive the Referral Fee (Waiver). A Waiver will only be considered where, at the Referral Date, the Agent or Agency can demonstrate with written evidence that a pre-existing relationship existed with the Buyer, specifically:
- (a)within 90 days before the Referral Date, the Agency had conducted a formal written appraisal or buyer consultation with the Buyer specifically in relation to the referred property, or has written evidence such as date-stamped CRM or sales management system records confirming active engagement with that Buyer in respect of that specific property during that period (Existing Buyer Relationship); or
- (b)at the Referral Date, the Agency had a current, executed buyer's agent agreement or equivalent written engagement with the Buyer (Existing Buyer Contract).
To request a Waiver, you must provide written notice to Sold OffMarket within 10 Business Days after the Referral Date, together with:
- (a)details of the transaction for which you claim the Waiver and the reasons for the claim; and
- (b)all evidence supporting the claim, including date-stamped CRM records, written correspondence, or executed agreements predating the Referral Date.
After receiving your notice and supporting material, we will review it promptly. We may request additional material or clarification. Our determination is final and binding.
Without limitation, the following circumstances alone will not justify a Waiver and the Referral Fee will remain payable:
- (a)the Agent met the Buyer at an open home or public event after the Referral Date;
- (b)the Buyer states that Sold OffMarket had no involvement in their engagement with the Agent;
- (c)the Buyer is a personal acquaintance, friend or relative of the Agent;
- (d)the Buyer was already on the Agent's database without prior formal written engagement within the 60 days preceding the Referral Date;
- (e)the Agent passes on the Referral to a colleague or another agency, and that party facilitates the transaction;
- (f)an Agent receives a Referral, then moves to a different agency, and then facilitates a transaction with the Referred Buyer; or
- (g)the Buyer initially enquires about one property but ultimately purchases a different property through the Agent.
5.8 Reporting Commitments
You must promptly, and in any event within 3 Business Days, notify Sold OffMarket if any of the following events occur in relation to a Referred Buyer:
- (a)the Referred Buyer expresses a formal intention to proceed with a property purchase facilitated by or through the Agent or Agency;
- (b)a Sale Contract is signed between the Referred Buyer and a vendor, together with the purchase price and expected settlement date; or
- (c)the Sale Contract becomes unconditional.
If the Agent or Agency fails to notify us in accordance with clause 5.8.1, you must pay us a Failure to Notify Fee of $225 plus GST. You acknowledge and agree that this amount is a genuine pre-estimate of the loss or damage suffered by Sold OffMarket in those circumstances.
5.9 Invoicing and Payment
Sold OffMarket extends its Service on a deferred payment basis, meaning the Referral Fee and any other amounts owing under this Agreement become payable upon the occurrence of the relevant triggering event set out in these Terms, rather than at the point the Service is delivered.
We may issue an invoice to you at any time after the occurrence of an event giving rise to the Referral Fee, the Failure to Notify Fee, or any other amount payable under this Agreement.
An invoice may include any of the following:
- (a)the Referral Fee;
- (b)any applicable Failure to Notify Fee; and
- (c)any other amount payable by you to Sold OffMarket under the Agreement.
Each invoice will be in a form that constitutes a valid tax invoice within the meaning of the GST Act.
We will provide sufficient information in each invoice to enable you to verify the Referral and transaction to which it relates and the basis on which each amount has been calculated.
The Agent or Agency must pay each invoice within 7 days of the date of issue, by electronic transfer to the bank account specified in the invoice or otherwise communicated by Sold OffMarket.
If you dispute in good faith whether all or part of an invoice is payable:
- (a)you must, notwithstanding the dispute, pay the invoice in full by the due date;
- (b)you must provide written notice to Sold OffMarket as soon as practicable, and in any event within 7 days after receipt of the invoice, specifying the amount in dispute and the reasons for the dispute;
- (c)the parties must negotiate the dispute in good faith; and
- (d)if it is determined that you have overpaid, we will credit the overpayment against the next invoice or refund the amount at our discretion.
If the Agent or Agency defaults in the payment of any amount payable under this Agreement, then in addition to any other rights we may have, Sold OffMarket may:
- (a)suspend your access to the Service until all outstanding amounts are paid in full;
- (b)charge interest on the outstanding amount at the Prescribed Rate, accruing daily from the due date until payment in full; and
- (c)refer the outstanding amount to an external debt collection agency or credit reporting bureau.
You agree to reimburse Sold OffMarket for all reasonable costs and expenses, including legal and debt collection costs, incurred in connection with any failure by the Agent or Agency to pay an amount when due under this Agreement.
The Agent acknowledges that if Sold OffMarket initially renders an invoice to the Agency, Sold OffMarket may subsequently render that invoice, or any unpaid portion of it, directly to the Agent to the extent it has not already been recovered.
6. Legal Terms
6.1 Licence to Sold OffMarket for Use of Content
To enable us to use the Content for the Service, you grant Sold OffMarket, its Related Bodies Corporate and contracted service providers an irrevocable, worldwide, transferable, non-exclusive, royalty-free licence to use the Content for display on the Website for the duration of the Agreement and for any period during which a Referral Fee obligation remains outstanding.
6.2 Platform Data, Aggregation and Commercial Use
Sold OffMarket reserves the right to aggregate and analyse data generated through the use of the Website and the Service, including data uploaded, submitted or generated by Agents, Agencies or Buyers in the course of using the Service (Aggregated Data).
Sold OffMarket may use Aggregated Data for any lawful purpose, including:
- (a)improving and developing the Service and the Website;
- (b)producing anonymised datasets, industry benchmarks, statistics or reports for internal or commercial purposes; and
- (c)identifying and offering goods and services to users that Sold OffMarket considers may be relevant to them.
For the avoidance of doubt, Aggregated Data does not include personally identifiable information in a form that identifies you individually, and Sold OffMarket will handle all personal information in accordance with the Australian Privacy Principles and its Privacy Policy.
6.3 Cookies and Data Collection
The Website uses cookies and similar tracking technologies to support its operation and to enhance user experience. A cookie is a small text file placed on your device by the Website's server when you access the Website.
Cookies used by Sold OffMarket may:
- (a)record non-personal information such as the date of access and pages visited, for the purposes of website administration, security, and statistical analysis;
- (b)support the functionality of the Website, including maintaining your session and preferences; and
- (c)be used for commercial purposes, including targeting and displaying advertising on the Website or on third-party websites, platforms or advertising networks.
You may configure your browser to disable cookies. However, if you do so, some features of the Website may not function correctly or at all.
By continuing to use the Website, you consent to Sold OffMarket's use of cookies in accordance with this clause and the Privacy Policy referred to in clause 6.11.
6.4 General Warranties
Each party represents and warrants that:
- (a)if it is a corporation, it is duly incorporated and validly existing under the laws of its place of incorporation;
- (b)it has full legal capacity and power to enter into the Agreement and perform the transactions contemplated by the Agreement;
- (c)it holds all authorisations, consents, licences and approvals, including in the case of the Agent a valid real estate licence, necessary or desirable to execute and perform the Agreement and to ensure the Agreement is legal, valid and binding, and it is complying with any conditions to which those authorisations are subject;
- (d)in performing its obligations under the Agreement, it will not infringe any third party Intellectual Property rights;
- (e)it is not the subject of an Insolvency Event; and
- (f)it is not entering into the Agreement as trustee of any trust or settlement.
The Agency warrants that:
- (a)the Agent and each Authorised Representative: (i) are authorised to act on behalf of the Agency; (ii) hold, to the extent necessary, a valid real estate licence; (iii) have already been informed of these Terms, or will be informed of them when they commence with the Agency; (iv) will be promptly informed of any changes to these Terms; and (v) will not use the Service while posing as a Buyer;
- (b)the Agency holds, to the extent necessary, a valid real estate licence or agency registration;
- (c)the Content will be true and accurate in all respects at all relevant times; and
- (d)it has all necessary rights and authority to deal with the Content and provide it for use by Sold OffMarket on the terms set out in clause 6.1.
The Agent warrants that:
- (a)the Agent has informed themselves of and understands these Terms;
- (b)the Agent is authorised to act on behalf of the Agency, including to bind the Agency to the Agreement and to the obligation to pay the Referral Fee upon a Successful Transaction;
- (c)the Agent holds, to the extent necessary, a valid real estate licence;
- (d)the Agent will inform themselves of any changes to these Terms;
- (e)the Content will be true and accurate in all respects at all relevant times;
- (f)the Agent will not use the Service while posing as a Buyer; and
- (g)the Agent has all necessary rights and authority to deal with the Content and provide it for use by Sold OffMarket on the terms set out in clause 6.1.
6.5 Indemnities by the Agent and the Agency
The Agent indemnifies and must keep indemnified Sold OffMarket, its Related Entities and contracted service providers, and each of their officers, employees and contractors (Indemnified Parties), against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs, including reasonable legal costs (Liabilities), that may be brought against or incurred by Sold OffMarket as a direct or indirect result of:
- (a)any claim by or on behalf of a third party relating to information or content, including Content, provided to Sold OffMarket by the Agent;
- (b)any claim alleging misleading or deceptive conduct, misrepresentation, or infringement of a third party's Intellectual Property rights relating to information or content, including Content, provided to Sold OffMarket by the Agent; or
- (c)any wrongful, wilful or negligent act or omission of the Agent in connection with the Service or any dealings with a Referred Buyer.
The Agency indemnifies the Indemnified Parties against all Liabilities that may be brought against or incurred by Sold OffMarket as a direct or indirect result of:
- (a)any claim by or on behalf of a third party relating to information or content, including Content, provided to Sold OffMarket by the Agency, the Agent or any Authorised Representative;
- (b)any claim alleging misleading or deceptive conduct, misrepresentation, or infringement of a third party's Intellectual Property rights relating to information or content, including Content, provided to Sold OffMarket by the Agency, the Agent or any Authorised Representative; or
- (c)any wrongful, wilful or negligent act or omission of the Agency, the Agent or any Authorised Representative in connection with the Service or any dealings with a Referred Buyer.
6.6 Limitations of Liability
Subject to this clause 6.6, no party is liable to any other party or any other person for any Consequential Loss caused by or resulting from any act or omission, including negligence, of any party or any of their employees, agents, contractors or Personnel.
The Agency and Agent acknowledge and agree that Sold OffMarket will not be liable to the Agency, the Agent or any other person for:
- (a)any hacking, interception or other breach of the Website by a third party;
- (b)any interruption to the operation of the Website for any reason whatsoever;
- (c)any loss or claim relating to the accuracy of any information provided by Buyers, third-party data suppliers or other Website users; or
- (d)any loss, claim or damage arising out of or in connection with any Third Party Services accessed through affiliate links or referrals on the Website, including the conduct, products, services or representations of any third party.
Any representation, warranty, condition, guarantee, indemnity or undertaking that would otherwise be implied in or affect the Agreement by legislation, common law, tort, equity, course of dealing, trade, custom or usage is excluded to the maximum extent permitted by law.
Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified.
To the fullest extent permitted by law, Sold OffMarket's liability for breach of any non-excludable guarantee is limited, at Sold OffMarket's option, to:
- (a)supplying the Services again; or
- (b)paying the cost of having the Services supplied again.
The maximum aggregate liability of Sold OffMarket for all losses, damages, costs, expenses and claims arising out of or in connection with the Agreement, whether in contract, statute, tort including negligence, equity or otherwise, is limited to the total Referral Fees paid by the Agent or Agency to Sold OffMarket in the 6-month period prior to the relevant claim.
Sold OffMarket is not liable to the Agent or Agency for any loss, claim or damage arising from:
- (a)the volume, frequency or quality of Buyer Referrals provided through the Service;
- (b)a Referred Buyer's decision not to proceed with a property purchase or to engage a different agent; or
- (c)the outcome of any transaction between a Referred Buyer and a vendor, including any failure of a Sale Contract to complete.
6.7 User Conduct, Disputes and Monitoring
You are solely responsible for your interactions with other users of the Service, including Buyers, and for any disputes that arise from those interactions.
Sold OffMarket has no obligation to monitor interactions between users, but reserves the right to do so at any time for the purpose of assessing compliance with these Terms, protecting the integrity of the Service, or complying with applicable law.
Sold OffMarket is under no obligation to become involved in resolving any dispute between users, but reserves the right to do so where it considers this appropriate. Where Sold OffMarket chooses to assist in resolving a dispute, it may share relevant information about the users involved with each other to the extent reasonably necessary for that purpose. You consent to your information being used in this way.
Sold OffMarket accepts no responsibility for any loss or damage arising out of any interaction, transaction or dispute between users of the Service.
6.8 Confidentiality
Each party receiving or acquiring Confidential Information of another party acknowledges that the Confidential Information is the property of, and confidential to, the disclosing party.
Subject to clauses 6.8.3 and 6.8.4, the receiving party must:
- (a)not disclose Confidential Information without the prior written approval of the disclosing party, other than to its Related Bodies Corporate, Personnel, legal or professional advisers or insurers on confidential terms;
- (b)take all reasonable steps to secure and keep secure the disclosing party's Confidential Information in its possession or control; and
- (c)not use the Confidential Information other than as expressly permitted by these Terms.
The obligations in clause 6.8.2 do not apply to information that:
- (a)is generally available to the public other than because of a breach of confidentiality;
- (b)was already lawfully in the possession of the receiving party; or
- (c)is obtained from a third person entitled to provide it.
A party may disclose Confidential Information where required by regulatory requirement, stock exchange rules or mandatory legal process. In that case, the receiving party must give prompt notice of the requirement and, at the disclosing party's expense, reasonably cooperate with any attempt to seek a protective order or otherwise limit the disclosure.
6.9 Termination
The Agency may stop using the Service and terminate the Agreement for convenience at any time by providing written notice from a Principal or Director of the Agency.
Sold OffMarket may stop providing the Service and terminate the Agreement for convenience at any time by giving at least 30 days' written notice to the Agent or Agency, which may be provided via the Website or by email.
If the Agent or Agency commits a material breach of the Agreement, including failure to pay a Referral Fee when due, Sold OffMarket may issue a written notice (Default Notice) specifying the breach and requiring it to be remedied within 10 Business Days after receipt. Sold OffMarket may also suspend the Agent's and Agency's access to the Service during this period.
Sold OffMarket may terminate the Agreement by written notice with immediate effect if:
- (a)you do not comply with a Default Notice within the period referred to in clause 6.9.3, or receive more than 2 Default Notices in any 6-month period;
- (b)an Insolvency Event occurs in relation to the Agency or, where the Agent is incorporated, the Agent; or
- (c)a notice of deregistration is given under sections 601AA(5) or 601AB(5) of the Corporations Act in relation to the Agency or, where the Agent is incorporated, the Agent.
If the Agreement expires or is terminated for any reason, then unless the parties otherwise agree:
- (a)all Services that remain outstanding are terminated as at that date;
- (b)Sold OffMarket may invoice for, and the Agent and Agency remain liable for, all Referral Fees and other amounts payable in respect of Referrals provided prior to termination, including where a Successful Transaction occurs after the termination date but within the 18-month referral window; and
- (c)the Agency and its Related Entities must cease using the Service and must procure that no Authorised Representative, including the Agent, continues to access or use the Service.
6.10 GST
All fees and charges under this Agreement are quoted exclusive of GST. You must pay any GST imposed by law in connection with Sold OffMarket's supply of the Service, in addition to the amounts stated, except for taxes based on Sold OffMarket's net income. This applies to the Referral Fee, the Failure to Notify Fee, and any other amounts payable under this Agreement.
6.11 Buyer Information and Privacy
You acknowledge that, under Sold OffMarket's privacy policy agreed to by Buyers, Buyers have consented to the Agent and Agency receiving their personal information for the purpose of facilitating a property transaction through the Service. You must handle all Buyer personal information in accordance with the Australian Privacy Principles and must not use that information for any purpose other than facilitating the transaction for which the Referral was made.
You must not use Buyer personal information received through the Service to market unrelated products or services to that Buyer without their separate and express consent.
6.12 General Terms and Interpretation
Any provision of the Agreement binding more than one person binds those persons jointly and severally.
The Agreement and the Site Terms contain the entire understanding between the parties concerning their subject matter and supersede all prior agreements and communications.
Each party acknowledges that, except as expressly stated in the Agreement and the Site Terms, it has not relied on any representation, warranty or undertaking made by or on behalf of another party in relation to the subject matter of the Agreement.
The Agreement is not to be construed against a party merely because that party was responsible for its preparation.
Each party must, at its own expense and within a reasonable time of being requested to do so, do all things and execute all documents reasonably necessary to give full effect to the Agreement.
A failure, delay, relaxation or indulgence in exercising a right does not operate as a waiver of that right. A single or partial exercise of a right does not preclude further exercise of that right or any other right.
Any provision of the Agreement that is invalid in a jurisdiction must, in relation to that jurisdiction, be read down to the minimum extent necessary to achieve validity, or if that is not possible, severed, without invalidating the remaining provisions or affecting validity in any other jurisdiction.
Sold OffMarket may assign or otherwise transfer its rights and obligations under the Agreement without the prior consent of the Agency or Agent. Neither the Agent nor the Agency may assign or otherwise transfer their rights or obligations under the Agreement without Sold OffMarket's prior written consent.
Where anything depends on a party's consent or approval, or where a party is given a power to make a determination or exercise a discretion under the Agreement, that consent or approval may be given conditionally or unconditionally or withheld, and that determination or discretion may be exercised, acting reasonably and in good faith, unless the Agreement expressly provides otherwise.
Except as expressly provided in these Terms, the Agreement may only be amended or varied in writing signed by the parties.
The governing law and jurisdiction applicable to this Agreement are set out in clause 6.14.
Unless the Agreement expressly provides otherwise:
- (a)each indemnity survives expiry or termination of the Agreement; and
- (b)a party may recover under an indemnity before making the payment in respect of which the indemnity is given.
6.13 Independent Contractors and Scope of Role
You acknowledge that:
- (a)the relationship between Sold OffMarket and you for all purposes of the Agreement is that of independent contractors, and nothing in the Agreement creates a partnership, joint venture, employment or agency relationship between the parties; and
- (b)Sold OffMarket's role under the Agreement is limited to referring Buyers to Agents for the purpose of facilitating off-market property transactions. Sold OffMarket is not a party to any contractual relationship entered into between the Agent or Agency and a Buyer or vendor in connection with a Referred property, and Sold OffMarket accepts no responsibility for the conduct, performance or outcome of any such transaction.
6.14 Governing Law and Jurisdiction
These Terms and the Agreement are governed by and construed in accordance with the laws in force in Victoria, Australia.
The parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria and the courts of the Commonwealth of Australia sitting in Victoria in respect of all disputes, claims and matters arising out of or in connection with these Terms or the Agreement.
The parties irrevocably waive any objection to the venue of any legal process in the courts of Victoria on the basis that the proceedings have been brought in an inconvenient forum.
Nothing in this clause prevents Sold OffMarket from seeking urgent interlocutory or injunctive relief in any court of competent jurisdiction where it considers this necessary to protect its rights under the Agreement.
7. Definitions
Affiliate Benefit means any commission, referral fee, payment or other benefit received by Sold OffMarket from a third party in connection with an affiliate marketing link or referral to a Third Party Service displayed on the Website.
Aggregated Data means data generated through use of the Website and the Service that has been combined and anonymised such that it does not identify any individual user, as further described in clause 6.2.
Authorised Representative means any employee, agent, subcontractor or officer of the Agency, whether or not they hold a valid real estate licence.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Victoria.
Buyer means a prospective property purchaser referred to an Agent or Agency by Sold OffMarket through the Service.
Confidential Information means the terms of the Agreement and all information belonging or relating to a party, whether oral, graphic, electronic, written or in any other form, that is or should reasonably be regarded as confidential to that party. For the avoidance of doubt, pricing information provided by, or in respect of, the Agreement or Services is Confidential Information of Sold OffMarket.
Consequential Loss means any indirect, incidental, special or consequential loss or damage, pure economic loss, exemplary or punitive damages, including loss of use, production, revenue, profits, anticipated profits, business, business opportunity, contract, reputation, opportunity, business interruption, data or data rectification costs.
Content means all information, material and data provided by the Agent or Agency to Sold OffMarket for the purposes of setting up and maintaining a profile on the Website, including profile information, contact details, photographs, licence numbers, and any other material requested by Sold OffMarket from time to time.
Existing Buyer Contract means a current, executed buyer's agent agreement or equivalent written engagement between the Agency and a Buyer that predates the Referral Date.
Existing Buyer Relationship means a documented, active engagement between the Agency and a Buyer within 90 days prior to the Referral Date, evidenced by date-stamped CRM records, written correspondence or other contemporaneous written records.
Failure to Notify Fee means the fee of $225 plus GST payable by the Agent or Agency to Sold OffMarket in accordance with clause 5.8.2 where the Agent or Agency fails to report a notifiable event within the timeframe required under clause 5.8.1.
GST has the meaning given in the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means, in respect of a party, any one or more of the following: (a) winding up, dissolution, liquidation, provisional liquidation, administration or bankruptcy; (b) having a controller or analogous person appointed to it or any of its property; (c) being unable to pay debts as and when due or being deemed insolvent under any law; (d) seeking protection from creditors, or entering into a compromise, moratorium, assignment, composition or arrangement with, or for the benefit of, members or creditors; or (e) any analogous event or circumstance under any law, unless occurring as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party, such approval not to be unreasonably withheld or delayed.
Personnel means employees, officers, agents and contractors of a party.
Prescribed Rate means the rate prescribed by the Penalty Interest Rates Act 1983 (Vic) plus 2%.
Referral means the introduction by Sold OffMarket of a Buyer to an Agent or Agency through the Service, including the provision of the Buyer's contact details or other identifying information.
Referral Date means the date on which Sold OffMarket provides a Referral to the Agent or Agency.
Referral Fee means the fee of $1,400 plus GST payable by the Agent or Agency to Sold OffMarket upon the occurrence of a Successful Transaction, as further described in clause 5.6.
Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).
Sale Contract means a binding contract for the purchase of a property entered into between a Referred Buyer and a vendor, facilitated by or through the Agent or Agency.
Service means the buyer referral and lead generation service provided by Sold OffMarket to Agents and Agencies through the Website, as described in these Terms.
Successful Transaction means the entry by a Referred Buyer into a Sale Contract facilitated by or through the Agent or Agency within 18 months of the Referral Date, as further described in clause 5.6.2.
Third Party Services means any products, services or platforms offered by third parties that are accessible through affiliate links or referrals displayed on the Website.
Waiver means Sold OffMarket's election, in its absolute discretion, to waive the Referral Fee in the circumstances set out in clause 5.7.
Website means the Sold OffMarket website located at sold-offmarket.com.au and any related pages, portals or platforms operated by Sold OffMarket in connection with the Service.
These Terms and Conditions were last updated in May 2026.
This website is owned and operated by White Tree Systems Pty Ltd ACN 697 785 916 trading as Sold OffMarket.
For questions, contact us at team@sold-offmarket.com.au or visit sold-offmarket.com.au.