Effective Date: Friday the 16th May, 2025
This Marketing Services Terms Addendum ("Marketing Addendum") supplements the General Terms and Conditions ("General Terms") of Transparent Corporation Pty Ltd ("Transparent Corp," "We," "Us," "Our"). These terms apply specifically when You, as a business owner or their authorized representative ("Business Seller," "Seller," "You," "Your"), engage Transparent Corp directly to provide marketing services to assist in the advertising and promotion of Your business for sale ("Marketing Services").
By engaging Transparent Corp for Marketing Services (e.g., by purchasing a Marketing Package and/or subscribing to the associated weekly service fee), You agree to be bound by the General Terms, Our Privacy Policy, and this Marketing Addendum. Capitalized terms not defined herein have the meanings given to them in the General Terms. In the event of a conflict between this Marketing Addendum and the General Terms, this Marketing Addendum shall prevail with respect to the Marketing Services provided to You.
1.1. Transparent Corp will provide Marketing Services as outlined in the selected "Marketing Package" (e.g., 3-month or 6-month package) and as supported by Your "Weekly Marketing Service Subscription Fee." These services typically include:
a. Creation of draft advertisement copy and basic visuals (excluding professional photography/videography unless separately agreed and quoted) for Your business based on information You provide.
b. Listing Your business for sale on relevant third-party online business sales portals (e.g., AnyBusiness.com, Businessesforsale.com, Seek Business, CommercialRealestate.com) as determined by the selected Marketing Package and available Marketing Funds.
c. Promotion of Your business listing through Transparent Corp's social media channels and/or to Our database of potential buyers, at Our discretion.
d. Facilitation of automated Non-Disclosure Agreement (NDA) distribution to, and signing by, potential buyer inquiries generated from the marketing efforts.
e. Distribution of an Information Memorandum (IM) or other approved marketing materials to buyer inquiries who have signed an NDA.
f. Providing You with communications (e.g., via email, SMS, or a client portal such as https://agentrev.app.clientclub.net/login) regarding buyer inquiries and key marketing activities.
g. Ongoing management and optimization of online listings where feasible and within the scope of the service.
h. Management of Your "Marketing Funds" in Our statutory trust account.
1.2. No Brokerage Services: You expressly acknowledge and agree that Transparent Corp is NOT acting as a real estate agent, business broker, or sales representative for You or Your business in connection with any potential sale. Our role is strictly limited to providing the Marketing Services described herein. Transparent Corp will not:
a. Negotiate with potential buyers on Your behalf.
b. Advise You on sale price, terms of sale, or legal/financial aspects of a sale.
c. Handle or be a party to any sale and purchase agreement or transaction.
d. Provide legal, financial, or accounting advice.
You are responsible for engaging Your own licensed real estate agent/business broker, solicitor, and accountant for such services. If You do not have an agent, We may, at Your request, refer You to an agent who uses Our AgentREV platform, but any engagement with such an agent is a separate agreement between You and that agent.
2.1. Provision of Accurate Information:
a. You are solely responsible for providing Transparent Corp with true, accurate, current, complete, and not misleading information about Your business as required for the creation of marketing materials, advertisements, and Information Memorandums (IMs). This includes, but is not limited to, business details, financial summaries (if applicable for the IM), operational information, and any specific disclosures You wish to make or are legally required to make.
b. You warrant that all information You provide to Us is accurate and that You have the right to disclose it for marketing purposes.
c. You must promptly notify Us of any material changes to the information provided or to the status of Your business (e.g., if it is sold through other means or withdrawn from sale).
2.2. Approval of Marketing Materials:
a. Transparent Corp will prepare draft marketing materials (e.g., ad copy, IM content based on Your information) and submit them to You for review and approval *before* they are published or distributed.
b. Your written approval (e.g., via email or platform confirmation) of such materials signifies Your confirmation of their accuracy (based on the information You provided) and Your authorization for Us to use them for the Marketing Services. Transparent Corp is not liable for inaccuracies in marketing materials that were based on information You provided and which You subsequently approved.
2.3. Payment of Fees: You agree to pay all applicable fees for the Marketing Services, including the Marketing Package Fee and the Weekly Marketing Service Subscription Fee, in accordance with Clause 3.
2.4. Cooperation: You agree to cooperate reasonably with Transparent Corp in the provision of the Marketing Services, including providing information and approvals in a timely manner.
2.5. Compliance with Laws: You agree to comply with all applicable laws in relation to the information You provide and the offering of Your business for sale.
3.1. Marketing Package Fee (Vendor Paid Advertising - VPA):
a. Upon engaging Transparent Corp for Marketing Services, You will select a Marketing Package (e.g., a 3-month package for $3,000 + GST or a 6-month package for $4,500 + GST, or as per Our current schedule). This fee ("Marketing Package Fee") constitutes Your "Marketing Funds."
b. The Marketing Package Fee must be paid by You in full, in advance, directly into Transparent Corp's designated statutory trust account. These funds are held by Us on Your behalf and are used exclusively to pay for third-party advertising costs (e.g., portal listing fees, ad placements) for Your business as outlined in the selected package or as otherwise agreed.
c. Transparent Corp will provide You with a breakdown of anticipated advertising expenditures. We will maintain records of how Your Marketing Funds are spent and can provide an accounting upon reasonable request.
d. Unused Marketing Funds: If, upon completion of the Marketing Package term or earlier termination of the Marketing Services (as per Clause 6), there are any unused Marketing Funds remaining in the trust account after all committed advertising costs and any portal refund attempts (see Clause 6.4) have been settled, such unused funds will be returned to You.
3.2. Weekly Marketing Service Subscription Fee:
a. In addition to the Marketing Package Fee, You agree to pay a recurring "Weekly Marketing Service Subscription Fee" to Transparent Corp for the ongoing provision of the Marketing Services described in Clause 1.1 (excluding the direct cost of third-party advertising, which is covered by Marketing Funds).
b. This weekly fee is calculated based on the agreed or listed sale price of Your business, using the calculator tool available on Transparent Corp's website (transparentagent.com.au) or as otherwise quoted to You. The applicable weekly fee will be confirmed at the time of Your engagement.
c. The first weekly payment is due upon engagement. Subsequent weekly payments will be automatically charged to Your nominated payment method (e.g., credit card via Stripe, direct debit via GoCardless, Apple Pay, Google Pay) at the beginning of each week for the week ahead. You authorize these recurring automatic deductions.
d. You will receive a receipt for each transaction.
3.3. Payment Default: If any payment of the Weekly Marketing Service Subscription Fee is unsuccessful, We may suspend the Marketing Services (including pausing active listings where possible) until payment is made. Consistent payment failures may lead to termination of the Marketing Services.
4.1. Buyer inquiries generated from the Marketing Services will typically be directed to the licensed real estate agent/business broker You have engaged to represent You in the sale ("Your Agent"), if applicable, and if they are a user of Our AgentREV platform. Leads will be managed within Your Agent's AgentREV CRM.
4.2. If You do not have an Agent, or if Your Agent is not an AgentREV user, leads may be directed to You or to an AgentREV agent We may refer You to (with Your consent).
4.3. The Marketing Services include a facility for automated distribution and e-signing of a standard Non-Disclosure Agreement (NDA) provided by Transparent Corp. You acknowledge that this standard NDA is a general template. You are responsible for reviewing it and determining its suitability for Your needs, and You may wish to seek independent legal advice regarding it or provide Your own NDA template (subject to Our technical compatibility).
4.4. You authorize Transparent Corp (or Your Agent via the AgentREV platform) to release the approved Information Memorandum and other agreed business information to prospective buyers who have duly signed the NDA. You acknowledge that once the NDA is signed, this information (which You have warranted as accurate and approved for release) will be shared.
4.5. Transparent Corp provides tools for lead management and NDA facilitation but is not responsible for the conduct of buyer inquiries or the success of any subsequent negotiations or sale. Lead qualification and buyer nurturing are primarily the responsibility of Your Agent, or Yourself if unrepresented.
5.1. Transparent Corp will create marketing materials (ad copy, basic visuals, IM layout based on Your information) for the purpose of providing the Marketing Services.
5.2. Unless otherwise agreed in writing, Transparent Corp retains ownership of the Intellectual Property Rights in the specific creative execution, design, and layout of the marketing materials We create.
5.3. You are granted a license to use these marketing materials solely in connection with the Marketing Services provided by Transparent Corp for the agreed term.
5.4. Upon termination of the Marketing Services, Your license to use marketing materials created by Transparent Corp ceases. Transparent Corp may, at its sole discretion, grant You a license for ongoing use or provide You with copies, but is under no obligation to do so. You retain ownership of Your underlying business information and any pre-existing branding or content You provided to Us.
6.1. Term: The term of the Marketing Services will correspond to the selected Marketing Package (e.g., 3 or 6 months), commencing from the date Your first marketing materials go live, or as otherwise agreed. Your Weekly Marketing Service Subscription Fee will continue for this term.
6.2. Renewal/Extension: Towards the end of the initial term, You may be offered the option to extend the Marketing Services by purchasing an additional Marketing Package (which may be at a different cost for continued advertising) and continuing Your Weekly Marketing Service Subscription Fee.
6.3. Termination by Business Seller:
a. You may request to terminate the Marketing Services at any time by providing written notice to Transparent Corp via [email protected] or by cancelling Your active Weekly Marketing Service Subscription via Your client portal (if available).
b. Upon receipt of Your termination request, Transparent Corp will take steps to cease active marketing efforts as soon as reasonably practicable, typically within three (3) business days.
c. You will be liable for the Weekly Marketing Service Subscription Fee up to the effective date of termination (which may include the 3-business day notice period for cessation of marketing).
6.4. Effect of Termination on Marketing Funds & Listings:
a. If the Marketing Services are terminated early by You, Transparent Corp will cease incurring *new* advertising costs from Your Marketing Funds.
b. For portal listings or advertising campaigns that have already been paid for in advance from Your Marketing Funds (e.g., monthly or quarterly portal subscriptions), these are generally non-refundable from the third-party portals. Transparent Corp will, upon Your request and where feasible, attempt to seek pro-rata refunds from such portals for any unused pre-paid periods, but makes no guarantee of success.
c. Any actual refunds received by Transparent Corp from third-party portals, plus any other unused Marketing Funds remaining in the trust account after all committed and non-refundable advertising costs have been settled, will be returned to You.
6.5. Termination by Transparent Corp: Transparent Corp may terminate the Marketing Services in accordance with Clause 7 of the General Terms (e.g., for Your breach, non-payment).
7.1. No Guarantee of Sale or Leads: Transparent Corp makes no representation, warranty, or guarantee that the Marketing Services will result in any specific number of buyer inquiries, offers, or a successful sale of Your business. The sale of a business is dependent on many factors outside Our control, including market conditions, the nature and pricing of Your business, and the efforts of Yourself and/or Your Agent.
7.2. Portal Performance & Third-Party Services: We do not control third-party advertising portals or social media platforms and are not responsible for their uptime, performance, policies, reach, or the quality of inquiries they generate. Listing placement and visibility on such portals are subject to the portals' own algorithms and terms.
7.3. Information Accuracy: While We assist in preparing marketing materials, You are ultimately responsible for the accuracy and completeness of all information provided about Your business and disseminated through the Marketing Services (as per Clause 2.1 and 2.2).
7.4. The general disclaimers and limitations of liability in Clauses 8 and 9 of the General Terms apply fully to these Marketing Services.
8.1. Transparent Corp will provide You with real-time updates (e.g., via email, SMS, client portal) as buyer inquiries are received and as NDAs are signed, where system capabilities permit.
8.2. Formal, periodic marketing performance reports are not guaranteed as part of the standard Marketing Services unless specifically agreed in writing, though We may provide summaries of activity or analytics from portals as available and appropriate.
9.1. Both parties agree to treat Confidential Information (as defined in the General Terms, including Your non-public business details and Our marketing strategies) with strict confidence, in accordance with Clause 5 of the General Terms.
9.2. You authorize Transparent Corp to disclose such of Your business information as is necessary and approved by You for inclusion in marketing materials and the Information Memorandum, and to share these with prospective buyers who have signed an NDA.
Your use of specific services provided by Transparent Corporation Pty Ltd is also governed by the relevant addendum listed below, which should be read in conjunction with these General Terms and Conditions and Our Privacy Policy.
Link to: AgentREV Service Terms Addendum (for Real Estate Agents)
https://transparentagent.com.au/terms-conditions-a1
Link to: REVcaller Service Terms Addendum
https://transparentagent.com.au/terms-conditions-a2
Link to: Marketing Services Terms Addendum (for Business Sellers)
https://transparentagent.com.au/terms-conditions-a3
Link to: Our Privacy Policy
https://transparentagent.com.au/privacy-policy