GENERAL TERMS AND CONDITIONS BRIQWISE ADMIN – version 21 May 2021
Clause 1 Definitions
In these General Terms and Conditions, the capitalized terms below have the following meanings:
Acceptance letter: a document in which, among other things, the conditions of the services provided by Briqwise to Investor are contained.
Agreements: the agreements (including appendices) concluded between Briqwise and Borrower or Investor/Lender.
Borrower: the body corporate which receives a loan.
Briqwise: Briqwise Pty Ltd and/or Briqwise Admin Pty Ltd.
Briqwise Admin: the private company with limited liability Briqwise Admin Pty Ltd (ACN 650 553 709), having its registered office at MAZARS (NSW) Pty Ltd, Level 12, 90 Arthur Street, North Sydney NSW 2060.
Briqwise: the private company with limited liability Briqwise Pty Ltd (ACN 628 446 515), having its registered office at MAZARS (NSW) Pty Ltd, Level 12, 90 Arthur Street, North Sydney NSW 2060.
Collateral: the security and/or mortgage rights under the Financing Agreement and the Mortgage Deed and any other existing and/or future security and mortgage rights that serve as security for the obligations of the Borrower under the Financing Agreement and the Mortgage Deed.
Engagement letter: a document in which, among other things, the terms and conditions of the services provided by Briqwise to the Borrower are contained.
Factoring agreement: The agreement concluded between Lender and Briqwise Admin, on the basis of which Briqwise Admin buys claims for periodic payment of interest and repayment on the Financing.
Fees: The amounts owed to Briqwise by the Borrower and/or Investor/Lender on the basis of the Agreements, the General Terms and Conditions and the Mortgage Deed. Unless expressly agreed otherwise, the fees to Briqwise are at all times exclusive of GST and/or other government taxes and/or levies.
Financing: the loan granted by the Lender to the Borrower under the Financing Agreement.
Financing Agreement: the agreement between the Borrower and one or more Lenders whereby one or more Lenders lend an amount to the Borrower.
Investor: a legal entity or an adult natural person who is prepared to invest at least $ 100,000 in financing. An Investor meets the criteria of a sophisticated investor within the meaning of 708 (8) of the Corporations Act 2001 (Cth).
In writing: communication by letter, e-mail or any other means of communication.
Lender: the Investor providing a loan to the Borrower.
Mortgage deed: the notarial deed through which the Borrower grants a mortgage right on an immovable property to the Lender as security for the debt of the Borrower to the Lender.
Secured Property: means the real property of the Borrower which is subject to the Mortgage Deed.
Website: The website briqwise.com.au and all related (sub)pages and/or (sub)domains.
Clause 2 General
2.1 These General Terms and Conditions apply to the entire (legal) relationship between Briqwise Admin and Lender and/or Borrower.
2.2 Other conditions do not apply unless agreed in writing with Briqwise Admin.
2.3 Briqwise Admin may amend these General Terms and Conditions. Amendments will take effect fourteen (14) days after publication on the Website. The Borrower and/or the Lender have the right to object to the amendments up to the moment they take effect.
Clause 3 Becoming a customer
Borrower and/or Investor must meet the criteria of Briqwise in order to become a customer. If this is not the case Briqwise has the right not to accept Borrower and/or Investor without explanation. In that case Briqwise is not liable for the consequences thereof.
Clause 4 Services Briqwise Admin
The services of Briqwise Admin include all activities arising from the Financing Agreement, the Factoring Agreement, the Mortgage Deed and the General Terms and Conditions of Briqwise Admin.
Article 5 Establishment of the Factoring agreement
The Factoring agreement is only concluded after the Financing Agreement has been signed in form and substance to the satisfaction of Briqwise Admin.
Article 6 Collateral recovery
6.1 The proceeds from the realisation of the Collateral will be deposited to the bank account held by Briqwise Admin.
6.2 Receipts arising from the realisation of Collateral shall be paid in the following order:
(i) Costs and interest due to Briqwise. This includes, but is not limited to, costs incurred for the purpose of the enforcement of collateral by Briqwise Admin, recovery costs, extrajudicial collection costs, costs of official acts and legal costs;
(ii) The residual debt of the Financing under the Financing Agreement and Mortgage Deed and the Claims transferred to Briqwise Admin for periodic payment of interest and repayment under the Factoring Agreement;
(iii) Other claims of Briqwise under the Financing Agreement, the Factoring Agreement and the Mortgage Deed.;
6.3 The settlement of the revenue from the enforcement of the collateral referred to in Article 6.2 (ii) will take place pro rata, determining the ratio between the residual debt of the Financing and the transferred Claims for periodic payment of interest and repayment at the time of receipt of the proceeds of the recovery of the collateral on the account of Briqwise Admin.
6.4 Lender agrees that the administration of Briqwise is decisive in determining the amounts to be settled in accordance with Article 6.2 and the ratio to be determined in accordance with Article 6.3. However, lender is authorised to prove that this finding is incorrect.
6.5 Briqwise Admin and/or Lender will use their best endeavours to maximise the amount from the realisation of the Collateral but in no way shall be responsible to achieve the maximum price possible.
Clause 7 Collection
7.1 Briqwise Admin will collect the monthly payment of interest and repayment from the Borrower under the Financing Agreement by deposit to the bank account held by Briqwise Admin.
7.2 If the Lender and/or the Borrower suspects that they have received funds wrongly from Briqwise Admin, they must immediately notify Briqwise Admin about this. All amounts wrongfully received must be returned to the bank account held by Briqwise Admin by the Lender and/or the Borrower.
7.3 Without further notice of default, the Borrower is in default if a direct debit is reversed by Briqwise Admin.
Clause 8 Fees
8.1 One-time Fees for the benefit of Briqwise Admin can be applicable for Borrowers and are agreed upon by legally signing the Engagement Letter.
8.2 One-time Fees for the benefit of Briqwise Admin can be applicable for Lenders and are agreed upon by legally signing the Acceptance Letter.
8.3 The Fees referred to in Article 14.1 and Article 14.2 shall be charged by the Solicitor upon passing the Mortgage Deed. The Solicitor takes care of payment of these Fees to Briqwise Admin.
8.4 Periodic Fees for the benefit of Briqwise Admin can be applicable for Borrowers and are agreed upon by legally signing the Engagement Letter.
8.5 Periodic Fees for the benefit of Briqwise Admin can be applicable for Lenders and are agreed upon by legally signing the Acceptance Letter.
8.6 The Fees referred to in Article 14.4 and Article 14.5 shall be charged by Briqwise Admin on a monthly basis.
8.7 All other one-time or periodic Fees, penalties and other costs arising from the (legal) relationship between Briqwise Admin and the Lender and/or Borrower will be charged by Briqwise Admin.
8.8 Briqwise Admin can adjust Fees and/or the moment of payment of the Fees. Adjustments shall take effect one (1) month after a written advance notice.
Clause 9 Payability of Fees
9.1 Fees shall be payable by the Borrower at the time and under the conditions as stipulated in the Financing Agreement and Mortgage Deed.
9.2 Fees shall be payable by the Lender at the time and under the conditions as stipulated in the Factoring .
9.3 The other fees are due and payable as soon as Briqwise Admin has charged them.
9.4 After termination of the Financing Agreement, the Factoring Agreement and/or the Mortgage Deed, any Fees that have become due and payable shall remain due and payable.
Clause 10 Non-payment of Fees
10.1 If a Fee is not paid or is not paid on time, all costs related to collection of them, including without limitation, solicitor costs on a full indemnity basis will be charged. In addition, an administration fee will be charged. This administration fee and the costs be payable by the party responsible for payment of the Fee.
10.2 The amount of the administration fee referred to in Clause 10.1 shall be equal to 10% of the Fee due for each month, or part thereof, that a default occurs. The penalty has a minimum amount of $ 400.
Clause 11 Provision of information
11.1 The Lender and/or the Borrower shall provide Briqwise Admin upon request with correct and complete information in a timely manner for the conclusion and execution of the Agreements and/or the Financing.
11.2 The Borrower must immediately inform Briqwise Admin of relevant events, facts and/or changes, including but not limited to:
(i) changes in the business data provided by the Borrower to Briqwise Admin in connection with (the establishment of) the Agreements and/or the Financing and/or other business data necessary for the execution of the Agreement;
(ii) changes such as (intended) liquidation of the Borrower or suspension of payments or bankruptcy.
11.3 The Lender and/or the Borrower are obliged to inform Briqwise Admin in writing of any inaccuracies in the information and documents provided by Briqwise Admin within two (2) working days after becoming aware of such inaccuracies.
Clause 12 Personal data
Briqwise processes this data in accordance with the Privacy Act 1988 (Cth) and its regulations and Briqwise’s privacy policy, a full copy of which can be found on the website.
Clause 13 Liability
13.1 To the maximum extent permissible at law:
(a) Briqwise Admin is not liable to the Borrower and/or the Investor for any damages resulting from its services.
(b) Briqwise Admin is not liable for any direct and/or indirect damage including, but not limited to, missed savings, decreased goodwill, loss of turnover and/or profit, changed fiscal treatment of a Financing, damage due to loss of business or any indirect or consequential damage.
(c) Briqwise Admin is not liable for defects in the Secured Property or other property which relate to the services provided by it.
(d) Briqwise Admin is not liable for any damage to the Borrower resulting from no Financing being provided by an Investor.
(e) Any liability of Briqwise Admin is limited to a maximum of $ 5,000.
13.2 The Borrower and/or the Investor are obliged to report any alleged damage in writing to Briqwise Admin immediately after it occurs. The Borrower and/or the Investor are obliged to limit the damage as much as possible.
13.3 Briqwise Admin excludes any liability for shortcoming(s) by third parties of which Briqwise Admin makes use in its services.
13.4 Briqwise Admin is not liable for damages resulting from a wrongful act or other legal basis.
Clause 14 Indemnification
The Lender and/or Borrower indemnify Briqwise Admin against claims from third parties that are related to acts or omissions of the Borrower and/or the Lender. The Borrower and/or Lender indemnify Briqwise Admin against all claims of third parties which are directly or indirectly related to the execution of the Agreements. The Lender and/or Borrower in particular indemnify Briqwise Admin against claims by third parties for damage caused by incorrect or incomplete information provided by the Borrower and/or Investor to Briqwise Admin.
Clause 15 Force majeure
15.1 If Briqwise Admin is unable to fulfil its obligations arising from the Agreements due to force majeure, Briqwise Admin is not liable.
15.2 Force majeure is understood to mean a cause not attributable to Briqwise Admin, including, but not limited to, war, pandemic, industrial action, an order or government or other law, illness of employees, malfunctions in the computer network or internet and other interruption within the normal course of business within Briqwise Admin.
15.3 Briqwise Admin is authorised to terminate the Agreements if the situation of force majeure continues for more than ninety days.
Clause 16 Disclaimer
Briqwise Admin is not a financial institution and does not mediate or advise in the services mentioned in Clause 4.
Clause 17 Confidentiality
Lender, Borrower and Briqwise Admin are obliged to keep all information relating to the services referred to in Clause 4 confidential, unless agreed otherwise.
Clause 18 Certificate as to Conclusive Evidence
In the absence of manifest error, a certificate issued by Briqwise regarding any Fees will be binding and conclusive evidence of the amount of those Fees.
Clause 19 Choice of law and jurisdiction
19.1 All Agreements to which these General Terms and Conditions apply shall be governed by the law of New South Wales.
19.2 The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales to determine all disputes that may arise in connection with the Agreement and these General Terms and Conditions.
Clause 20 Final provisions
20.1 The Borrower and/or the Lender are obliged to provide Briqwise Admin with all cooperation so that Briqwise Admin can (continue to) fulfil its obligations arising from the applicable laws and regulations.
20.2 If there are urgent reasons that Briqwise Admin can no longer offer services to a Borrower and/or Lender, Briqwise Admin is entitled to terminate the Agreements immediately. Urgent reasons shall in any case, but not exclusively, mean: no longer satisfying the (customer) acceptance policy and establishing that the Borrower and/or Lender acted in breach of Clause 11.
20.3 Briqwise Admin is at all times entitled to set off any claims of the Borrower and/or the Lender against Briqwise Admin.
20.4 Payment obligations of the Borrower and/or the Lender towards Briqwise Admin cannot be suspended.
20.5 Debts to Briqwise Admin may not be set off against claims that the Briqwise Admin has or believes the Borrower and/or the Lender has vis-à-vis Briqwise Admin.
20.6 With the exception of a transfer between Briqwise Pty and Briqwise Admin, the rights of the Borrower and/or the Lender under the Agreements and these General Terms and Conditions are not fully or partially assignable and cannot be encumbered.
20.7 Briqwise Admin may use the services of third parties for its services.
20.8 Briqwise Admin can and may transfer rights and obligations from Agreements in whole or in part and/or encumbered them in favour of a third party.
20.9 If one or more provisions in these General Terms and Conditions are wholly or partially void or voided at any time, the remaining provisions shall remain in full force and effect. If any provision of these General Terms and Conditions is not legally valid, the parties will negotiate in good faith the content of new provisions, which approximates the content of the original provision as closely as possible.
GENERAL TERMS AND CONDITIONS BRIQWISE
– version 21 May 2021
Clause 1 Definitions
In these General Terms and Conditions, the capitalized terms below have the following meanings:
Acceptance letter: a document in which, among other things, the conditions of the services provided by Briqwise to Investor are contained.
Agreements: the agreements (including appendices) concluded between Briqwise and Borrower and/or Investor/Lender.
Borrower: the corporate which receives a loan.
Briqwise: Briqwise Pty Ltd and/or Briqwise Admin Pty Ltd.
Briqwise Admin the private company with limited liability Briqwise Admin Pty Ltd (ACN 650 553 709), having its registered office at MAZARS (NSW) Pty Ltd, Level 12, 90 Arthur Street, North Sydney NSW 2060.
Briqwise: the private company with limited liability Briqwise Pty Ltd (628 446 515), having its registered office at MAZARS (NSW) Pty Ltd, Level 12, 90 Arthur Street, North Sydney NSW 2060.
Claim: the Investor’s commitment to provide financing.
Clubdeal: Financing provided by several Lenders jointly. Every Lender provides part of the Financing.
Engagement letter: a document in which, among other things, the terms and conditions of the services provided by Briqwise to the Borrower are contained.
Factoring agreement: The agreement concluded between Lender and Briqwise Admin, on the basis of which Briqwise Admin buys claims for periodic payment of interest and repayment on the Financing.
Fees: The amounts owed to Briqwise by the Borrower and/or Investor/Lender on the basis of the Agreements, the General Terms and Conditions and the Mortgage Deed. Unless expressly agreed otherwise, the fees to Briqwise are at all times exclusive of GST and/or other government taxes and/or levies.
Financing: the loan granted by the Lender to the Borrower under the Financing Agreement.
Financing Agreement: the agreement between the Borrower and one or more Lenders whereby one or more Lenders lend an amount to the Borrower.
Information memorandum: the report produced by Briqwise for an intended Financing. This report is compiled on the basis of generally available information and on the basis of information provided by the Borrower.
Investor: a legal entity or an adult natural person who is prepared to invest at least $ 100,000 in financing. An Investor meets the criteria of a sophisticated investor within the meaning of 708 (8) of the Corporations Act 2001 (Cth)
In writing: communication by letter, e-mail or any other means of communication.
Lender: the Investor providing a loan to the Borrower.
Mortgage Deed: the deed through which, among other matters, the Borrower grants a mortgage over the Secured Property to the Lender as security for the debt of the Borrower to the Lender.
Option: the written communication to Briqwise in which the Investor indicates their intention to provide financing.
Secured Property: means the real property of the Borrower which is subject to the Mortgage Deed.
Solicitors: the solicitors engaged by Briqwise to prepare the Financing Agreement and the Mortgage Deed.
Website: The website briqwise.com.au and all related (sub)pages and/or (sub)domains.
Clause 2 General
2.1 These General Terms and Conditions apply to the entire (legal) relationship between Briqwise Pty and the Investor and/or Borrower.
2.2 Other conditions do not apply unless agreed in writing with Briqwise Pty.
2.3 Briqwise Pty may amend these General Terms and Conditions. Amendments will take effect fourteen (14) days after publication on the Website. The Investor and/or Borrower have the right to object to the changes up to the moment they take effect.
Clause 3 Becoming a customer
Borrower and/or Investor must meet the criteria of Briqwise in order to become a customer. If this is not the case Briqwise has the right not to accept Borrower and/or Investor as a customer without explanation. In that case Briqwise is not liable for the consequences thereof.
Clause 4 Services Briqwise Pty
The services of Briqwise Pty include all activities aimed at the establishment, modification and transfer of the Financing.
Clause 5 Services Briqwise Admin
The services of Briqwise Admin include all activities arising from the Financing Agreement, the Factoring Agreement, the Mortgage Deed and the General Terms and Conditions of Briqwise Admin.
Clause 6 Engagement letter
6.1 Borrower applies for financing. If the Borrower meets the criteria to become a customer, the financing application will be assessed by Briqwise Pty on the basis of documents requested by Briqwise Pty, information provided by the Borrower and generally available information. The documents and information must be supplied in accordance with the requirements and instructions of Briqwise Pty.
6.2 After approval of the financing application, Briqwise Pty will send an Engagement Letter to Borrower.
6.3 If an Engagement Letter has been accepted by the Borrower, the Information Memorandum can be made available by Briqwise Pty to one or more Investors and the key details of the financing can be placed on the Website.
6.4 If, after acceptance of the Engagement Letter, the Financing is not established through the actions or omissions of the Borrower, Briqwise Pty will not be liable to the Borrower and/or the Investor for all loss, damage, cost or expenses arising directly or indirectly therefrom..
The Borrower also owes Briqwise Pty an immediately due and payable fee as stated in the Engagement Letter.
6.5 Briqwise Pty is at all times authorised to amend and/or revoke an Engagement Letter.
6.6 If an Borrower has provided incorrect or incomplete information, Briqwise Pty is authorised to revoke the Engagement Letter. In that case, the Borrower shall owe Briqwise Pty an immediately due and payable fee as stated in the Engagement Letter.
Clause 7 Option on financing
7.1 An Investor may take out an Option on a Financing.
7.2 The rules that apply to taking an option are available from Briqwise Pty.
7.3 An Investor cannot derive any rights from taking an Option.
Article 8 Claim for financing
8.1 An Investor may take out a Claim on a Financing.
8.2 The rules that apply to taking a claim are available from Briqwise Pty.
8.3 An Investor cannot derive any rights from taking a Claim.
Clause 9 Acceptance letter
9.1 An Investor receives an Acceptance letter after allocation of a Financing by Briqwise Pty. By legally signing and returning the Acceptance letter to Briqwise Pty, the Investor accepts the Financing and the necessary data for drawing up the Agreements, the Financing Agreement, the Factoring Agreement and the Mortgage Deed are provided to Briqwise Pty.
9.2 If, after acceptance of the Acceptance Letter, the Financing is not established through the actions or omissions of the Investor, Briqwise Pty will not be liable for the consequences thereof for the Borrower and/or the Investor. The Investor also owes Briqwise Pty an immediately due and payable fee as stated in the Acceptance Letter.
Clause 10 Clubdeal
10.1 A Clubdeal exists if a Financing is allocated to several Investors.
10.2 Briqwise Pty can indicate on the Website whether financing can be provided through a Clubdeal.
10.3 Financing through a Clubdeal can only be allocated once it has been claimed in its entirety.
10.4 After allocation of a Clubdeal to Investors, each Investor will receive an Acceptance Letter from Briqwise Pty. By legally signing and returning the Acceptance Letter to Briqwise Pty, the Investor accepts the financing and the necessary data for drawing up the Agreements, the Financing Agreement, the Factoring Agreement and the Mortgage Deed are provided to Briqwise Pty.
10.5 The Agreements, the Financing Agreement, the Factoring Agreement and the Mortgage Deed will only be drawn up when Briqwise Pty has legally signed all Acceptance Letters from Investors.
Clause 11 Financing Agreement, Factoring Agreement and Mortgage Deed
11.1 The Financing Agreement, the Factoring Agreement and the Mortgage Deed are drawn up on the basis of the information in the Acceptance Letter and the Engagement Letter. Should additional information and/or documentation be necessary, then the Borrower and/or Investor should provide this at the request of Briqwise Pty and/or the Solicitors.
11.2 The Mortgage Deed shall be registered against the title to the Secured Property and on the Personal Property Securities Register after the Financing Agreement and the Factoring Agreement have been signed.
Clause 12 Joint and several liability
If more than one party is included as a Borrower in the Financing Agreement and Mortgage Deed, they are each jointly and severally liable and independently bound to fulfil the obligations under the Financing Agreement and Mortgage Deed in their entirety. This includes, but is not limited to:
(i) The whole of the Financing vis-à-vis the Lender;
(ii) The payment obligations of the Borrower, including the payment obligation in respect of the Financing Fee and Management Fees;
(iii) Other Fees.
Clause 13 Revision of the Financing Agreement and Mortgage Deed
The Borrower and/or the Lender may request Briqwise Pty to supervise the establishment of a variation of the loan conditions. Briqwise Pty will charge a fee for this to the party who submitted the request. The fee is equal to one percent (1%) of the outstanding loan amount at the time of submitting the request, with a minimum of $ 1,500. Any solicitor and/or other costs incurred incurred in carrying out the variation shall be borne by the party who requests the variation.
Clause 14 Fees
14.1 One-time Fees for the benefit of Briqwise Pty can be applicable for Borrowers and are agreed upon by legally signing the Engagement Letter.
14.2 One-time Fees for the benefit of Briqwise Pty can be applicable for Investors and are agreed upon by legally signing the Acceptance Letter.
14.3 The Fees referred to in Article 14.1 and Article 14.2 shall be charged by the Solicitor upon passing the Mortgage Deed. The Solicitor takes care of payment of these Fees to Briqwise Pty.
14.4 Periodic Fees for the benefit of Briqwise Pty can be applicable for Entrepreneurs and are agreed upon by legally signing the Engagement Letter.
14.5 Periodic Fees for the benefit of Briqwise Pty can be applicable for Investors and are agreed upon by legally signing the Acceptance Letter.
14.6 The Fees referred to in Article 14.4 and Article 14.5 shall be charged by Briqwise Pty on a monthly basis.
14.7 All other one-time or periodic Fees, penalties and other costs arising from the (legal) relationship between Briqwise Pty and the Investor and/or Borrower will be charged by Briqwise Pty.
14.8 Briqwise Pty can adjust Fees and/or the moment of payment of the Fees. Adjustments shall take effect one (1) month after a written advance notice.
Clause 15 Payability of Fees
15.1 From the moment that the Financing Agreement has been signed and the Mortgage Deed has been registered by the Solicitors, the Borrower and the Investor will owe the fees as referred to in Clause 14.1 ans Clause 14.2 on demand.
15.2 The other Fees are due and payable as and when Briqwise Pty has charged them.
Clause 16 Non-payment of Fees
16.1 If a Fee is not paid or is not paid on time, all costs related to collection of them, including without limitation, solicitor costs on a full indemnity basis will be charged. In addition, a penalty administration fee will be charged. This administration fee and the costs will be payable by the party responsible for payment of the Fee.
16.2 The amount of the administration fee referred to in Clause 16.1 shall be equal to 10% of the Fee due for each month, or part thereof, that there is default. The penalty has a minimum amount of $ 400.
Clause 17 Provision of information
17.1 The Investor and the Borrower shall provide Briqwise Pty upon request with correct and complete information in a timely manner for the conclusion and execution of the Agreements and/or the Financing.
17.2 The Borrower must immediately inform Briqwise Pty of relevant events, facts and/or changes, including but not limited to:
(i) changes in the business data provided by the Borrower to Briqwise Pty in connection with (the establishment of) the Agreements and/or the Financing and/or other business data necessary for the execution of the Agreement;
(ii) changes such as (intended) liquidation of the Borrower or suspension of payments or bankruptcy
17.3 The Borrower and Investor are obliged to report any inaccuracies in the information and documents provided by Briqwise Pty to Briqwise Pty in writing within two (2) working days after becoming aware of such inaccuracies.
Clause 18 Personal data
Briqwise Pty processes personal data in accordance with the Privacy Act 1988 (Cth) and its regulations and Briqwise Pty’s privacy policy, a full copy of which can be found on the website
Clause 19 Liability
19.1 To the maximum extent permissible at law:
(a) Briqwise Pty is not liable to the Borrower and/or the Investor for any damages resulting from its services.
(b) Briqwise Pty is not liable for any direct and/or indirect damage including, but not limited to, missed savings, decreased goodwill, loss of turnover and/or profit, changed fiscal treatment of a Financing, damage due to loss of business or any indirect or consequential damage.
(c) Briqwise Pty is not liable for defects in the Secured Property or other property which relate to the services provided by it.
(d) Briqwise Pty is not liable for any damage to the Borrower resulting from no Financing being provided by an Investor.
(e) Any liability of Briqwise Pty is limited to a maximum of $ 5,000 .
19.2 The Borrower and/or the Investor are obliged to report any alleged damage in writing to Briqwise Pty immediately after it occurs. The Borrower and/or the Investor are obliged to limit the damage as much as possible.
19.3 Briqwise Pty excludes any liability for shortcoming(s) by third parties of which Briqwise Pty makes use in its services.
19.4 Briqwise Pty is not liable for damages resulting from a wrongful act or other legal basis.
Clause 20 Indemnification
The Borrower and/or Investor indemnify Briqwise Pty against claims of third parties relating to acts or omissions of Borrower and/or Investor. Borrower and/or Investor indemnify Briqwise Pty against all claims of third parties which are directly or indirectly related to the execution of the Agreements. Borrower and/or Investor in particular indemnify Briqwise Pty against claims by third parties for damages caused by incorrect or incomplete information provided by Borrower and/or Investor to Briqwise Pty.
Clause 21 Force majeure
21.1 If Briqwise Pty is unable to fulfil its obligations arising from the Agreements due to force majeure, Briqwise Pty is not liable.
21.2 Force majeure is understood to mean a cause not attributable to Briqwise Pty, including, but not limited to, war, pandemic, industrial action, an order of government or other law, illness of employees, malfunctions in the computer network or internet and other interruption within the normal course of business within Briqwise Pty.
21.3 Briqwise Pty is authorised to terminate the Agreements if the situation of force majeure continues for more than ninety days.
Clause 22 Disclaimer
Briqwise Pty is not a financial institution and does not mediate or advise in the creation, amendment and transfer of financing.
Clause 23 Confidentiality
Borrower, Investor and Briqwise Pty are obliged to keep all information relating to the services mentioned in Clause 4 and Clause 5 confidential unless agreed otherwise.
Clause 24 Certificate as Conclusive Evidence
In the absence of manifest error, a certificate issued by Briqwise Pty regarding any Fees will be binding and conclusive evidence of the amount of those Fees.
Clause 25 Choice of law and jurisdiction
25.1 All Agreements to which these General Terms and Conditions apply shall be governed by the law of New South Wales.
25.2 The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales to determine all disputes that may arise in connection with the Agreement and these General Terms and Conditions.
Clause 26 Final provisions
26.1 The Borrower and/or Investor are obliged to give Briqwise Pty all cooperation so that Briqwise Pty can (continue to) fulfil its obligations arising from the applicable laws and regulations.
26.2 If there are urgent reasons that Briqwise Pty can no longer offer services to an Borrower and/or Investor, Briqwise Pty is authorised to terminate the Agreements immediately. Urgent reasons are in any case, but not exclusively, understood to mean: no longer complying with the (customer) acceptance policy and establishing that the Borrower and/or Investor has acted in breach of Clause 17.
26.3 Briqwise Pty is at all times authorised to set off any claims of the Borrower and/or Investor against Briqwise Pty.
26.4 Payment obligations of the Borrower and/or Investor towards Briqwise Pty cannot be suspended.
26.5 Debts to Briqwise Pty may not be set off against claims which the Borrower and/or Investor has or believes they have against Briqwise Pty.
26.6 The rights of the Borrower and/or Investor under the Agreements and these General Terms and Conditions, with the exception of an assignment between Briqwise Pty and Briqwise Admin, are not assignable in whole or in part and cannot be encumbered.
26.7 Briqwise Pty may use third party services for its services.
26.8 Briqwise Pty can and may transfer rights and obligations from Agreements in whole or in part and/or encumber them in favour of a third party.
26.9 If one or more provisions in these General Terms and Conditions are wholly or partially void or voided at any time, the remaining provisions shall remain in full force and effect. If any provision of these General Terms and Conditions is not legally valid, the parties will negotiate in good faith the content of new provisions, which approximates the content of the original provision as closely as possible.
