VPAPay Specific Conditions

1. Defined terms

These meanings apply unless the contrary intention appears.

Advertising Schedule means a list with pricing of staging, advertising and marketing services to be provided to a Vendor by the Agency or a third party supplier (as the case may be) to assist with the sale of a Vendor’s property.

Advertising Total means the total dollar value of the services set out in an Advertising Schedule.

Agency Bank Account means the bank account(s) notified by you to us as varied from time to time.

CampaignAgent Bank Account means the following bank account ‘(as varied from time to time):

Bank: National Australia Bank Limited

Account name: Campaign Agent Pty Ltd Funding Account

Account Number: 42 339 2042

BSB: 083 419

Campaign Start Date means the expected date of staging works or photography booking for a Property Listing.

CRM System means the software program that the Agency uses to manage the workflow of its property listings.

Early Deposit Release means the properly served and approved documentation that enables the early release of the purchaser’s deposit moneys to a Vendor.

Pay Later Date means the date set out in a VPAPay Agreement. If that date is not a Business Day then the Pay Later Date is the first Business Day immediately following that day.

Pay Later Due Date means the earlier of Early Deposit Release, Settlement, the Pay Later Date or Withdrawal.

Pay Later Campaign means any campaign in respect of which a Vendor has elected in a VPAPay Agreement that the Pay Later Total is to be paid in accordance with that agreement.

Pay Later Funding Date means the next relevant Business Day that CampaignAgent will pay the Agency the Advertising Total for each approved Pay Later Campaign in accordance with the frequency set out in an Application Form.

Pay Later Total means the sum of the Advertising Total and the VPAPay Fees and Charges.

Pay Now Campaign means any campaign in respect of which the Vendor has elected that the Advertising Total is to be paid to CampaignAgent by the Campaign Start Date.

Property Listing means a property in which a Vendor has a signed Sales Authority with the Agency.

Sales Authority means a contract between the Agency and a Vendor appointing the Agency as the agent to sell the Vendor’s property.

Settlement means the settlement of the sale of the Vendor’s property.

Unspent Funds means in relation to Property Listing, any funds that have not been spent by the Agency in respect of the Advertising Total.

Vendor means a person who has entered into a Sales Authority with the Agency and a VPAPay Agreement with CampaignAgent.

VPAPay Agreement means the agreement entered into between a Vendor and CampaignAgent in respect of a Pay Later Campaign.

VPAPay Fees and Charges means the fees, charges and any credit card surcharge fees (where incurred), charged by CampaignAgent to a Vendor in return for the provision of the VPAPay Services.

VPAPay Service means the service provided by CampaignAgent to a Vendor and Agency whereby CampaignAgent makes a payment to the Agency of the Advertising Total as either a Pay Now Campaign or Pay Later Campaign, as chosen by a Vendor.

Withdrawal means the date the property is withdrawn from sale or the date that we reasonably conclude, in consultation with the Agency, that the property is not being actively marketed for sale or the date of termination or expiry of the Agency’s authority to sell the property.

2. General

2.1. The Agency agrees that, for the duration of the Term, it will not provide to a Vendor a similar service to the VPAPay Service which has been sourced directly or indirectly from a competitor of CampaignAgent.

2.2. CampaignAgent acknowledges that the Agency cannot require a Vendor to acquire the VPAPay Service.

2.3. The Agency is solely responsible for arranging and providing the services in an Advertising Schedule.

2.4. The Agency must provide CampaignAgent with read-only access to all information relating to the Agency’s Property Listings and sales, through CRM System integration, from the Commencement Date until all amounts owing to CampaignAgent by a Vendor or the Agency have been received in full by CampaignAgent.

3. CampaignAgent’s payment obligations

3.1. For each Pay Now Campaign:

(a) Vendors are required to pay CampaignAgent the Advertising Total on or before the Campaign Start Date;

(b) CampaignAgent is only required to transfer the Advertising Total to the Agency subsequent to CampaignAgent receiving the Advertising Total from a Vendor; and

(c) CampaignAgent will transfer the Advertising Total into the Agency’s Bank Account in accordance with the frequency set out in an Application Form.

3.2. For each approved Pay Later Campaign for which a Vendor has executed a VPAPay Agreement, CampaignAgent will transfer the Advertising Total into the Agency's Bank Account on the next Pay Later Funding Date.

4. Agency payment obligations

4.1. Unless otherwise agreed in writing between the parties, for each Pay Later Campaign, the Agency must:

(a) notify CampaignAgent of a Settlement, Early Deposit Release or Withdrawal;

(b). upon any Early Deposit Release or Settlement, as soon as possible thereafter, transfer the Pay Later Total to the CampaignAgent Bank Account;

(c). not transfer the deposit or settlement proceeds to the Vendor unless CampaignAgent has been paid the Pay Later Total; and

(d) use its best endeavours to assist CampaignAgent in the recovery of the Pay Later Total in the event of a dispute, Withdrawal, non-payment by the Vendor by the Pay Later Date, or the Agency has inadvertently transferred the balance of the deposit or settlement proceeds to the Vendor without first paying CampaignAgent the Pay Later Total.

5. Vendor refunds and Unspent Funds

Any Unspent Funds in respect of the Advertising Total, must be transferred to CampaignAgent as soon as practicable however this in no way impacts the Pay Later Total payable to CampaignAgent.

VPAPay Specific Conditions

Version 1 (1 March 2022)