Terms & Conditions
THE TERMS & CONDITIONS SET OUT BELOW GOVERNS YOUR USE OF THE DATA ROOM FOR THE PARKHILL UNIT TRUST.
TO AGREE TO THESE TERMS & CONDITIONS, CLICK “AGREE.” IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, DO NOT CLICK “AGREE,” AND DO NOT ACCESS THE DATA ROOM.
In this document:
“Authorised Representative” means the person or persons nominated by a User to have access to the Data Room on its behalf, as set out in clause 6(a)(ii). An Authorised Representative includes a Team Leader.
“Confidential Information” means all of the Materials any information in the Data Room.
“Data Room” means the web based data room established for the Trust.
“Data Room Rules” means the terms, conditions and rules set out in this document.
“Information Memorandum” means the information memorandum for the Trust issued by the Trustee.
“Group” means the group of companies including the Trustee and the Manager, and any related entity.
“Materials” means includes any material on the Data Room any material provided in hard copy format by the Trustee or Manager in relation to the Trust.
“Manager” means Catapult Developments Pty Ltd.
“Purpose” means the purpose set out in clause 2.
“Trust” means Parkhill Unit Trust.
“Trustee” means Parkhill Toowoomba Pty Ltd (ACN 605 883 832).
“Units” means Preference Units issued in the Trust.
“User” means a person granted access to the Data Room.
The purpose of these Data Room Rules is to communicate to each User and their Authorised Representatives the rules and procedures for:
accessing the Data Room and the Materials for the purpose of the assessing an investment in the Trust; and complying with the conditions for access to and use of the information contained in the Data Room. The User and its Authorised Representatives must not use any Material for any other purpose including, without limitation, to obtain a commercial advantage in relation to the Group or allow any other person to do so. Acknowledgements
Access to the Data Room will only be given to Users who agree to comply with these Data Room Rules, including the confidentiality provisions. By proceeding to access the Materials and information n the Data Room, each User acknowledges that the User will be deemed to have agreed to comply with these Data Room Rules.
Each User must ensure that each of its Authorised Representatives comply with the Data Room Rules, including the confidentiality and conduct provisions, at all times.
Ownership of information
Each User acknowledges that granting the User access to the Materials and information in the Data Room does not convey any interest of a proprietary or any other nature in the Materials and information to the User.
Passwords and security
A User’s password is confidential, personal to the User and must not be used by any other person. A User must not share its password with anyone. Each User’s password to access the Data Room remains the property of the Manager.
A User must keep its password secure and notify the Manager if the security of its password is, or may have been, compromised.
A User’s password will automatically expire at the end of the offer period (being the closing date under the Information Memorandum) or such other date as determined by the Manager in its absolute discretion.
The Data Room is only being made available to Users in conjunction with a personal offer made pursuant to Section 1012E of the Corporations Act 2001 (Cth). The Data Room is not available to the public, or any section of the public. By accessing the Data Room, you acknowledge that you have received a personal offer from the Trustee or the Manager. Applications to investor in the Trust must be made on the application form attached to or accompanying the Information Memorandum.
General advice warning
The information contained on the Data Room is general information only and does not take into account any User’s individual objectives, financial situation or needs. The information is not intended to constitute investment, legal or taxation advice. There are risks associated with an investment in the Trust, such as those relating to the ownership, development and subdivision of real property. Accordingly, before making any decisions, taking any action or refraining from taking any action, each User should verify the information on the Data Room and seek independent professional advice.
Each User warrants that when accessing and using the Data Room the User will not use it for any purpose that is unlawful or prohibited by these Data Room Rules. Each User agrees to not use the Data Room in any way that interferes with other Users.
Each User agrees to not breach or circumvent, or attempt to breach or circumvent, any security measures on the Data Room (including ‘hacking’ the Data Room) or attempt to obtain access to secure parts of the Data Room without authorisation. A User must not disable the protection software associated with the Data Room.
Each User agrees to not (or attempt to) delete, modify, damage or destroy any Material or information contained in the Data Room or in any way interfere with the operation of the Data Room.
The Manager retains the right to monitor each User’s use of the Data Room and suspend or cancel further access at any time in its discretion.
The Manager reserve the right to change, modify, add or remove any portion of these Data Room Rules in whole or in part, at any time. A User’s continued use of the Data Room after any changes to the Data Room Rules are posted will be considered acceptance of those changes.
The Manager may, from time to time, change, supplement, supersede, withdraw or replace all or any part of the Materials. Each User may be notified when any new Material is included on the Data Room, but there is no obligation on the Manager to do so.
No performance guarantee
No person, company or entity makes any promise or representation or gives any guarantee as to the performance or success of the Trust, the repayment of capital or any particular rate of income or capital return for the Trust.
Past performance statements
Any information in the Materials that relates to past performance is not a reliable indicator of future performance.
The information in the Materials may contain forward-looking statements relating to future matters which are subject to known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Trust to be materially different from those expressed or implied by such statements. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that are expected to take place. Forward looking statements are not guarantees of future performance. Each User is cautioned not to place undue reliance on forward-looking statements.
The Manager does not warrant the accuracy or completeness of the materials or the reliability of any advice, opinion, statement or other information displayed or distributed through the Data Room. The Data Room and the information and materials on it are provided “as is” without any representation or warranty, express or implied, of any kind.
Each User agrees that the User’s use of the Data Room and reliance on any information contained on the Data Room is entirely at the User’s own risk. To the maximum extent permitted by law, the Group, its Related Entities, any of their employees, officers and advisers do not accept any personal responsibility or liability whatsoever to any person for any loss, liability, damage or expense arising directly or indirectly from or connected in any way with any use of or reliance placed by the User or its Authorised Representatives on the contents of the Materials or any other information made available. In particular (but without limitation), to the maximum extent permitted by law, no representation or warranty is given and nothing in the Materials or any other information made available by the Group is or should be relied upon as a promise or representation as to the profitability of the assets of the Trust or in relation to any economic or other interpretations, forecasts or evaluations of the information. The User and its Authorised Representatives represent that it is qualified to interpret, or will engage consultants who are qualified to interpret, any such information.
By accessing the Data Room, each User agrees that all the Materials and information available in the Data Room is confidential information and the User must:
not directly or indirectly, without the prior consent of the Manager, disclose publish or permit the disclosure or publication of the Confidential Information other than in accordance with these Data Room Rules;
only use the Confidential Information for the Purpose;
not use any Confidential Information for purposes which are detrimental to the interests, rights, or competitive advantage of the Group;
not disclose the Confidential Information to any person except those who have a need to know (and only to the extent necessary) to enable the User to achieve the Purpose;
ensure that each person to whom is provided Confidential Information is made aware of the terms upon which the information has been disclosed to them;
not copy or record in any form any part of the Confidential Information except as is strictly necessary to enable the User to achieve the Purpose; and
keep the Confidential Information secure and protect the Confidential Information from unauthorised use, disclosure, access and damage or destruction.
Remedy for breach
The Manager and Trustee are entitled to seek damages as well as any other applicable remedies in law or in equity if a term of these Data Room Rules is breached. Each User acknowledges that damages may be inadequate compensation for breach of these Data Room Rules and, subject to the court’s discretion, the Manager or Trustee may restrain, by an injunction or similar remedy, any conduct or threatened conduct, which is or will be a breach of these Data Room Rules.
Return of documents
If requested by the Manager, the User must immediately return to the Manager written Confidential Information (including printed copies of the Materials) except for that portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by the User. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by the User and any written Confidential Information not so requested and returned will be retained by the User and either be subject to the terms of these Data Room Rules or destroyed.
These Data Room Rules and other terms, notices and disclaimers appearing on the Data Room are governed by the law in force in the State of Queensland. You agree to the non-exclusive jurisdiction of the courts of Queensland.
Each User acknowledges that the Materials have been prepared in accordance with Australian law and do not:
constitute an offer of financial products;
constitute an invitation to subscribe for financial products, to enter into any legal agreement of any kind or to exercise any rights in relation to the offering of any financial products; or
amount to a solicitation for any business, in any place other than Australia or in any other jurisdiction where, or to any person, to whom it would not be lawful to make such an offer.
It is the responsibility of any person outside Australia to obtain any necessary approvals to access the Data Room and the documents contained on it.
Acceptance of terms and conditions
Each User agrees to comply with the rules and procedures set out in this document.
Accessing the Data Room constitutes acceptance of the terms and conditions of this document.
Each User acknowledges and agrees that the User is bound by the terms of this document despite the absence of physical execution.