Terms of Service

About These Terms

These Terms of Service ("Terms") form a legally binding agreement between you and the relevant TRAN Holdings Group entity that provides the applicable Service ("THG", "we", "us" or "our").

These Terms apply to your access to and use of our websites, applications, online portals, digital platforms, communications, products and services, together with any related content, functionality or technology that we make available (collectively, the "Services").

Certain Services may be subject to additional agreements, product terms, project contracts, engagement letters, finance documents, construction contracts, leases, disclosure documents or other specific conditions ("Additional Terms").

Where Additional Terms apply, those Additional Terms form part of your agreement with us. If there is an inconsistency, the Additional Terms will prevail to the extent of the inconsistency in relation to the applicable Service.

About THG

The Services are operated by or on behalf of:

TRAN Holdings Group may conduct activities through subsidiaries, related bodies corporate, project entities, joint ventures, contractors or other affiliated entities.

The particular THG entity responsible for a transaction or Service may be identified in an order form, agreement, invoice, project document, disclosure document or other communication.

Acceptance of These Terms

By accessing or using the Services, creating an account, submitting an enquiry or application, placing an order, entering into a transaction through our Services, or otherwise indicating your acceptance, you agree to these Terms.

If you do not agree with these Terms, you should not use the applicable Services.

If you use the Services on behalf of a company, partnership, trust, government body or another organisation, you represent that you have authority to bind that organisation to these Terms.

Eligibility

You must have legal capacity to enter into a binding agreement to use Services that involve contracts, transactions or payments.

If you are under 18 years of age, you may only use Services intended for minors with the involvement and consent of a parent or legal guardian where permitted by law.

Certain Services may have additional eligibility requirements, including age, residency, identity, financial, credit, investment, accreditation or regulatory requirements.

We may request information reasonably required to verify your eligibility, identity or authority to transact.

Scope of Services

THG is a diversified group and may provide, develop, arrange or facilitate Services across different business areas, subject to applicable licences, approvals and separate agreements.

These activities may include:

• commercial property and development;
• residential property and development;
• construction and project-related services;
• property leasing and associated services;
• financial technology and digital solutions;
• business and commercial services;
• investment and acquisition activities;
• agriculture and related commercial activities;
• procurement, supply and distribution of goods;
• professional, administrative and technology services; and
• other services identified on our website or in a separate agreement.

Not every Service described on our website will necessarily be offered by every THG entity or be available in every location.

Accounts and Registration

Some Services may require you to register for an account. Where you create an account, you agree to provide accurate, complete and current information.

You are responsible for maintaining the confidentiality of your login credentials and for activity occurring through your account to the extent reasonably within your control.

You must notify us promptly if you reasonably believe your account has been compromised or used without authorisation.

You may not sell, transfer or assign an account to another person without our permission where the account is intended to be personal to you.

We may implement multi-factor authentication, identity verification or other security measures where reasonably necessary to protect users or the Services.

Your Responsibilities

When using our Services, you agree to:

• provide information that is accurate and not misleading;
• comply with applicable laws and regulations;
• follow reasonable security procedures;
• respect the rights of other users and third parties;
• use the Services for legitimate purposes;
• obtain any approvals or permissions required for information you provide to us;
• pay amounts properly due under an applicable agreement; and
• cooperate with reasonable fraud, identity, security and compliance checks.

You are responsible for ensuring that any device, network, software or other technology you use to access the Services is reasonably secure and compatible with the Services.

Prohibited Conduct

You must not use the Services to:

• violate applicable law or another person's legal rights;
• commit or facilitate fraud, deception or unlawful activity;
• impersonate another person or misrepresent your authority;
• introduce malicious software, viruses or harmful code;
• circumvent security or access controls;
• attempt unauthorised access to systems, accounts or data;
• interfere with the integrity or availability of the Services;
• scrape, harvest or systematically extract data except where permitted by law or expressly authorised by us;
• reverse engineer protected elements of the Services except to the extent the law permits that activity despite this restriction;
• use automated systems in a way that imposes an unreasonable load on our infrastructure;
• upload unlawful, defamatory, fraudulent or infringing material;
• use another person's personal information unlawfully; or
• assist another person to do any of the above.

Quotes, Proposals, Applications and Orders

Information displayed through the Services will not necessarily constitute a binding offer.

Quotes and proposals may be subject to validity periods, availability, verification, credit approval, due diligence, technical assessment, site inspection, regulatory approvals or other stated conditions.

An order, application or enquiry submitted through a website does not necessarily create a binding contract. A binding transaction arises only when acceptance occurs in accordance with the applicable process or Additional Terms.

If an obvious pricing, typographical or technical error occurs, we may correct the error. Where you have already paid and we cannot reasonably fulfil the transaction on the corrected basis, you will be provided with a remedy required by applicable law.

Fees, Charges and Payments

Prices, fees and charges applicable to a Service will be disclosed through the relevant Service, quotation, proposal, order, agreement or other applicable document.

Unless stated otherwise, amounts are expressed in Australian dollars and GST will be dealt with in accordance with applicable law.

You authorise us and our payment service providers to process payments that you expressly initiate or authorise.

Additional third-party costs, taxes, duties, government fees, transaction fees or payment processing costs may apply where disclosed before you become liable for them.

Overdue amounts may be dealt with in accordance with the applicable contract and Australian law. We will not impose a fee or penalty that is prohibited by law.

Goods and General Services

Where THG supplies goods or services, additional product descriptions, specifications, delivery terms, warranties, service levels or other terms may apply.

Product images, dimensions, specifications and descriptions may be illustrative unless expressly stated otherwise. We take reasonable steps to ensure material information is accurate.

Availability, delivery and completion dates may depend on third-party suppliers, logistics, construction conditions, weather, approvals and circumstances outside our reasonable control.

Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded under the Australian Consumer Law or other applicable legislation.

Property, Construction and Development

Information concerning property developments, construction projects, leasing opportunities, land, buildings or proposed developments is general information unless expressly incorporated into a binding contract.

Illustrations, floor plans, renders, maps, dimensions, photographs, finishes, landscaping, views and other project materials may be indicative and may change as permitted by applicable law and the relevant contract.

Development and construction activities may be subject to planning approvals, building approvals, authority requirements, financing, market conditions and other project-specific matters.

Any binding sale, lease, development, construction or property arrangement will be governed principally by its applicable formal agreement.

You should obtain appropriate independent legal, financial, taxation, technical and property advice before entering into a material property transaction.

Finance, Investment and Fintech Information

Nothing on a general THG webpage should be understood as a recommendation that takes into account your objectives, financial situation or needs unless the relevant THG entity is expressly authorised to provide that advice and identifies the communication accordingly.

Where a THG entity provides regulated financial services, those services will be subject to the applicable legal requirements, authorisations, disclosures and separate terms.

Financial products and investments can involve risk, including loss of capital. Past performance is not necessarily indicative of future performance.

Before making a financial or investment decision, you should consider the relevant disclosure documents and obtain independent professional advice appropriate to your circumstances.

Nothing in these Terms authorises THG to provide any regulated service for which a licence, registration or authorisation is required unless the relevant THG entity holds or operates under that authority.

Third-Party Services and Providers

The Services may integrate with or contain links to third-party websites, payment processors, mapping services, identity providers, banks, professional advisers, contractors, suppliers, cloud providers or other external services.

Third-party services may be governed by separate terms and privacy policies between you and the relevant provider.

Unless applicable law or a separate agreement provides otherwise, THG is not responsible for a third-party service merely because we provide a link to or technical integration with that service.

Nothing in this section limits any responsibility THG has for suppliers, contractors or agents where that responsibility cannot lawfully be excluded.

Intellectual Property

Unless otherwise indicated, THG or its licensors own or are licensed to use the intellectual property rights in the Services, including software, designs, graphics, branding, logos, text, databases, layouts, photographs and other content.

Subject to these Terms, THG grants you a limited, non-exclusive, non-transferable and revocable permission to access and use the Services for their intended lawful purpose.

This permission does not transfer ownership of any intellectual property to you.

You must not reproduce, commercially exploit, distribute, modify, publicly display or create derivative works from protected THG materials unless permitted by law, licensed by us, or necessary for the ordinary use of the Service.

"THG", TRAN Holdings Group and associated names, logos and branding may constitute trade marks or other protected branding.

User Content

Certain Services may allow you to submit documents, photographs, comments, files, data, instructions, designs, applications or other material ("User Content").

You retain ownership of intellectual property rights you hold in your User Content.

You grant THG a non-exclusive licence to host, store, reproduce, process and communicate User Content to the extent reasonably necessary to operate the Services, perform our agreement with you, protect our lawful interests and comply with law.

You represent that you have the rights and permissions reasonably necessary for us to process User Content in that way.

We will not acquire ownership of your User Content merely because it is submitted through a Service.

Privacy and Data Protection

Our collection, use, disclosure and handling of personal information is described in our Privacy Policy and any collection notice presented when information is collected.

Our Privacy Policy should be read together with these Terms.

Where applicable, we may collect information for purposes including:

• providing and administering Services;
• processing transactions;
• identity and security verification;
• customer support;
• fraud prevention;
• legal and regulatory compliance;
• service improvement and analytics; and
• communications permitted by law.

Please review our Privacy Policy for more detailed information about privacy rights, access and correction requests, complaints and overseas disclosures.

Electronic Communications

You agree that communications relating to the Services may be provided electronically where permitted by law, including through email, account notifications, online portals or other digital methods.

You are responsible for keeping your contact information reasonably current where communications depend on that information.

Marketing communications are subject to applicable law and any choices or unsubscribe mechanisms made available to you.

You may withdraw consent to certain electronic communications where applicable law gives you that right, although some transactional, security or legally required communications may still need to be sent.

Australian Consumer Law and Statutory Rights

Depending on the circumstances, statutory guarantees may apply to goods or services supplied to you, including requirements concerning acceptable quality, fitness for purpose and the provision of services with due care and skill.

If a statutory guarantee applies and is not met, you may have rights and remedies under law. The remedy available will depend on the circumstances and nature of the failure.

These Terms are intended to operate subject to those statutory protections.

Disclaimers

To the extent permitted by law, general website content is provided for informational purposes and should not be treated as a substitute for professional advice appropriate to your circumstances.

While we seek to maintain accurate and reliable Services, digital services may occasionally be unavailable or affected by maintenance, telecommunications failures, cyber incidents, software defects or circumstances outside our reasonable control.

We do not promise that every digital Service will be uninterrupted, error-free or compatible with every device or system.

Statements concerning projections, proposed developments, estimates, future performance or anticipated outcomes involve assumptions and uncertainty. Actual outcomes may differ.

Nothing in this section excludes any representation, guarantee, warranty or liability that cannot legally be excluded.

Limitation of Liability

Our liability is not excluded or limited where doing so would be unlawful.

Subject to that qualification, neither party will be responsible to the other for losses to the extent they are caused by:

• the other party's unlawful conduct;
• the other party's breach of the applicable agreement;
• information supplied by the other party that is materially inaccurate or misleading;
• unauthorised use occurring because the other party failed to take reasonable security precautions; or
• events for which the applicable law does not impose responsibility on that party.

To the extent permitted by law and having regard to the nature of the applicable transaction, THG will not be liable for indirect or consequential loss that was not reasonably foreseeable as a result of THG's breach.

Any additional limitation applicable to a particular commercial, construction, property, finance or professional engagement will be set out in the relevant Additional Terms.

Nothing in this section is intended to limit liability for fraud, wilful misconduct or any other liability that applicable law does not allow us to limit.

Indemnity

To the extent permitted by law, if your unlawful conduct or material breach of these Terms directly causes THG to suffer a loss or incur a third-party claim, you are responsible for that loss to the extent it was caused by your conduct.

This does not require you to indemnify THG to the extent the loss was caused or contributed to by THG's negligence, unlawful conduct, breach of contract or other act for which THG is legally responsible.

Suspension and Termination

You may stop using Services that do not involve a continuing contractual commitment at any time.

The termination of a paid, project-based or continuing Service will be governed by the applicable contract and any statutory rights.

We may restrict or suspend access where reasonably necessary because:

• we reasonably suspect fraud or unlawful activity;
• there is a material security risk;
• you materially breach these Terms and, where appropriate, fail to remedy that breach after reasonable notice;
• we are required to do so by law, regulation or a competent authority;
• continued access poses a material risk to other users or our systems; or
• the applicable Service is lawfully discontinued.

Where reasonably practicable and lawful, we will provide notice of material suspension or termination and information about available review or remediation options.

Termination does not affect rights or liabilities that arose before termination.

Changes to the Services

We may improve, modify or update the Services over time, including to address security, functionality, regulatory requirements, technology changes or user needs.

Where a material change adversely affects a paid Service during an agreed fixed term, we will comply with the applicable agreement and legal requirements.

We will not rely on this section to avoid obligations that we have already agreed to perform or to remove statutory rights.

Changes to These Terms

We may amend these Terms from time to time to reflect changes in our Services, business operations, technology, security requirements, legal obligations or regulatory requirements.

The current version will be displayed on our website together with its effective date.

Where a proposed change materially affects your rights under an ongoing Service, we will provide reasonable notice where required or appropriate.

A change will not retrospectively remove rights that have already accrued unless permitted by law and agreed where required.

Complaints and Dispute Resolution

If you have a complaint or dispute relating to the Services, we encourage you to contact us first so that we can attempt to resolve the matter efficiently.

Step 1 — Contact THG

Send details of your concern, relevant transaction information and the resolution you are seeking to: [email protected].

Step 2 — Internal review

We will review the matter and may request information reasonably necessary to investigate it. Where a statutory complaint-handling timeframe applies, we will comply with that timeframe.

Step 3 — External options

If the dispute is not resolved, you may have rights to approach an applicable regulator, consumer protection agency, ombudsman, external dispute resolution scheme, tribunal or court.

Nothing in these Terms prevents either party from seeking urgent interlocutory or injunctive relief or exercising a statutory right to bring proceedings where such a right cannot lawfully be restricted.

Governing Law

These Terms are governed by the laws of Queensland, Australia, subject to any law that requires another jurisdiction's laws to apply.

Subject to applicable consumer rights and jurisdictional rules, the parties submit to the courts having jurisdiction in Queensland, Australia.

General Provisions

Entire agreement

These Terms together with any applicable Additional Terms constitute the agreement governing your use of the relevant Service, subject to any terms implied by law.

Severability

If a provision is held to be invalid or unenforceable, it will be read down where possible. If it cannot be read down, it may be severed to the minimum extent necessary without affecting the remaining provisions.

No waiver

A failure or delay in exercising a contractual right does not automatically waive that right.

Assignment

Neither party may assign a material contractual obligation in a way that unfairly prejudices the other party. THG may restructure or transfer an agreement within its corporate group where permitted by law and where doing so does not materially reduce your contractual rights.

Relationship

Unless an applicable agreement expressly states otherwise, these Terms do not create a partnership, employment relationship, agency, fiduciary relationship or joint venture between you and THG.

Force majeure

Where permitted by law, a party will not be liable for delay caused by events beyond its reasonable control to the extent the event prevents performance, provided that the affected party takes reasonable steps to minimise the impact and resumes performance when reasonably possible.

Survival

Provisions that by their nature are intended to continue after termination, including accrued payment obligations, intellectual property provisions, applicable confidentiality obligations and dispute provisions, continue to apply.

Contact Us

Questions regarding these Terms may be directed to: