Stakeholder Terms and Conditions

Parties and nature of this document

1. Stakeholder: {{stakeholder_name}}, the legal practitioner or licensed conveyancer who acts for the Purchaser and holds the deposit funds (the Stakeholder).

2. Platform: Strike Price Group Pty Ltd (ABN 99 697 368 193) trading as StrikePrice (the Platform).

These Stakeholder Terms and Conditions govern the Stakeholder’s role on the Platform’s panel and its holding of the Option Premium and the Exercise Fee as stakeholder. They incorporate the StrikePrice General Terms and Conditions; words defined there have the same meaning here.

1. Incorporated terms

1.1 These terms incorporate, and are to be read with, the StrikePrice General Terms and Conditions, which contain the definitions and the boilerplate (including notices, electronic execution, privacy, dispute resolution and governing law) that apply to these terms.

2. Role of the stakeholder

2.1 The Stakeholder acts for the Purchaser in respect of the purchase and Settlement of the Property, and separately holds the Option Premium and the Exercise Fee as stakeholder for the Vendor and the Purchaser, to be dealt with under these terms, the Strike Price Agreement and the Contract.

2.2 Conflict. The Stakeholder acknowledges that it acts for the Purchaser while holding the deposit funds as stakeholder for both the Vendor and the Purchaser. The Stakeholder must hold and deal with those funds impartially in its stakeholder capacity in accordance with these terms, despite acting for the Purchaser, and must manage the position consistently with its professional obligations.

3. Holding the deposit funds

3.1 The Stakeholder must hold the Option Premium and the Exercise Fee in its trust account in accordance with the trust money requirements that apply to it (under the Legal Profession Uniform Law (Victoria) or the Conveyancers Act 2006 (Vic), as applicable), separately identified to the transaction.

3.2 The Stakeholder must not apply, set off, release or deal with the deposit funds except as permitted by these terms, the Strike Price Agreement or the Contract, or by joint written direction of the Vendor and the Purchaser, or under an order of a court.

3.3 The Stakeholder must satisfy itself that the funds are received in cleared form before giving any confirmation under clause 4.

4. Confirmation to the platform

4.1 When the Stakeholder holds the Option Premium as cleared stakeholder funds, it must confirm that to the Platform so that the Purchaser’s signing of the Strike Price Agreement can be completed.

4.2 Exercise gate. The Stakeholder must confirm to the Platform that the full Deposit (the Option Premium and the Exercise Fee, together 10% of the Strike Price) is held as cleared stakeholder funds. The Form of Exercise and the signing of the Contract become available to the Purchaser only after that confirmation is given. The Stakeholder must not give the confirmation unless the full Deposit is in fact held as cleared stakeholder funds.

4.3 A confirmation given under this clause is given by the Stakeholder in its professional capacity, and the Platform, the Vendor and the Purchaser may rely on it.

5. Dealing with the funds

5.1 Before exercise. Pending exercise or lapse of the Option, the Stakeholder must hold the deposit funds and must not release them to either party.

5.2 On lapse. If the Option is not exercised and lapses, the Stakeholder must refund the Option Premium to the Purchaser in full within {{refund_period}}, and the Vendor has no claim to it.

5.3 On exercise. On valid exercise of the Option, the Option Premium and the Exercise Fee together constitute the Deposit (10% of the Strike Price) under the Contract, and the Stakeholder holds and deals with them as the deposit-holder under, and on the terms of, the Contract, including as to release and accounting at Settlement.

5.4 The Stakeholder must account for any interest in accordance with the requirements that apply to it and the terms of the Contract.

6. Verification and settlement

6.1 The Stakeholder must carry out the verification of identity, client authorisation and any source-of-funds checks required of it, and must conduct the electronic conveyancing transaction and attend to Settlement as the Purchaser’s representative in accordance with the Contract.

7. Panel membership

7.1 While on the Platform’s panel, the Stakeholder must hold a current practising certificate or conveyancer’s licence and professional indemnity insurance, comply with these terms and the Platform’s reasonable directions for the operation of the panel, and notify the Platform promptly if it ceases to be able to act.

7.2 The Platform may suspend or remove the Stakeholder from the panel on reasonable grounds. Suspension or removal does not affect a transaction in which the Stakeholder already holds deposit funds, which the Stakeholder must see through under these terms unless the parties agree otherwise.

8. Liability and indemnity

8.1 The Stakeholder is responsible for its own compliance with its professional and trust obligations. The Stakeholder indemnifies the Platform against any loss arising from the Stakeholder’s breach of these terms or of those obligations. Nothing in these terms limits any right that cannot lawfully be limited.

Acceptance

These terms are accepted by the Stakeholder on joining the Platform’s panel and apply to each transaction in which the Stakeholder acts. Acceptance may be effected electronically through the Platform, which records the date, time and identity of the person accepting.