Last Updated: 24 . 02 . 2026
The content on this website has been prepared by Proxima Projects Pty Ltd (ACN 655 057 677) (Trading as BRYX), Authorised Representative number (001317042) (Proxima Projects Pty Ltd) as an authorised representative of Property Investment Management Limited (ACN 073 310 451 | Australian financial services licensee number 247097) (PIML) and has been prepared solely for the purpose of providing background information.
General Terms and Conditions of Trade
1. Definitions
1.1 “Contract” means these terms and conditions together with the Purchaser’s Agreement.
1.2 “BRYX” means DANTHSEAN Pty Ltd (93 693 386 131) trading as Bryx Advocacy and any related trading entities, including its successors, permitted assigns, and any person acting with Bryx’s authority.
1.3 “Purchaser” means the person or persons who enter into a Purchaser’s Agreement with Bryx and request Bryx to provide the Services, and where:
(a) the Purchaser comprises more than one person, the reference is to each such person, who are jointly and severally liable under this Contract;
(b) the Purchaser is a partnership, each partner is bound jointly and severally;
(c) the Purchaser acts as trustee of a trust, that trustee is bound both personally and in its capacity as trustee; and
(d) includes the Purchaser’s executors, administrators, successors and permitted assigns.
1.4 “Services” means the services described in the Purchaser’s Agreement and any additional or amended services agreed by the parties from time to time in accordance with clause 5.
1.5 “Purchaser’s Agreement” means the Client Engagement Letter between the parties that sets out the scope of Services and the Fee (including the amount or method of calculation) and any reimbursable expenses.
1.6 “Vendor” means any third party (person or entity) independent of Bryx who offers the Purchaser an opportunity to acquire a Property.
1.7 “Property” means the property that the Purchaser may seek to acquire and that falls within the Services to be provided by Bryx.
1.8 “Confidential Information” means any information that is confidential in nature, whether provided orally, in writing or electronically, including information concerning a party, its customers, clients, suppliers, distributors or joint venture partners, and any business or financial affairs of any of them.
1.9 “Fee” means the fees specified in the Purchaser’s Agreement and any further fee adjustments contemplated by clause 5.
1.10 “GST” means goods and services tax within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
2. Interpretation
2.1 In this Contract, unless the contrary intention appears or the context requires:
(a) singular includes plural and vice versa; a reference to one gender includes all genders; a reference to a person includes any legal entity and vice versa; and where a term is defined, other grammatical forms of that term have a corresponding meaning;
(b) a reference to a statute, ordinance, code or other law includes all regulations and instruments made under it, and any consolidation, amendment, re-enactment or replacement;
(c) “include”, “includes” and “including” are to be read as “without limitation”;
(d) “$” refers to Australian dollars;
(e) this Contract must not be construed against Bryx merely because Bryx prepared it; and
(f) if there is any inconsistency, ambiguity or conflict, the following order prevails (highest to lowest):
(i) the Purchaser’s Agreement;
(ii) these terms and conditions; and
(iii) any schedules.
(g) references to cost or expense (other than for calculating consideration, indemnities, reimbursements or similar amounts) are references to that cost exclusive of GST.
3. Acceptance
3.1 The Purchaser is deemed to have accepted, and is immediately bound by, these terms and conditions (jointly and severally where applicable) upon signing the Bryx purchase agreement prior to a Property acquisition (and/or any later construction of a dwelling or other structure).
3.2 Any change to this Contract is only effective if made in writing and signed (or otherwise agreed in writing) by both parties.
3.3 No agent or representative of Bryx has authority to make any representation, statement, condition or arrangement that is not confirmed in writing by Bryx’s manager, and Bryx is not bound by any such unauthorised statement.
3.4 Electronic signatures are accepted by both parties provided the requirements of section 9 of the Electronic Transactions (Victoria) Act 2000 (and any applicable regulations or equivalent provisions) are satisfied.
4. Relationship Between the Parties
4.1 The Purchaser engages Bryx to provide the Services, and Bryx accepts that engagement and will provide the Services in accordance with this Contract.
4.2 The Purchaser acknowledges that Bryx’s role is limited to facilitating engagement between the Vendor and the Purchaser. If the Purchaser does not enter into a contract with the Vendor for a Property (and/or any subsequent building works), or a dispute arises between the Purchaser and the Vendor, Bryx has no liability to the Vendor, the Purchaser or any third party in relation to that agreement or dispute, including any loss or damage suffered.
4.3 Bryx acts as an independent service provider. Nothing in this Contract creates an employment relationship, agency, partnership, joint venture, or similar relationship between the parties.
5. Fees and Payments
5.1 In exchange for Bryx providing the Services, the Purchaser must pay the Fees (plus GST) to Bryx.
5.2 The Purchaser agrees that the Engagement Fee specified in the Purchaser’s Agreement is non-refundable, except where the Purchaser has validly terminated this Contract due to Bryx’s breach of a material term that remains unremedied for 30 days after the Purchaser gives written notice requiring remedy.
5.3 The Fee assumptions and exclusions include:
(a) the Fees cover only those Services specifically described in the Purchaser’s Agreement, as amended by written agreement between the parties from time to time;
(b) the Initial Engagement Fee is payable even if the Purchaser reduces (or is deemed to have reduced) the scope of Services at any time during the term of this Contract.
5.4 Where the Purchaser requests a variation to the Services or deliverables (Variation), Bryx will provide an estimate of time and cost within 5 days of receiving that request. If the Purchaser accepts that estimate, this Contract will be amended accordingly. Bryx is not required to carry out any Variation unless and until the parties agree in writing to the time and cost impacts.
5.5 Bryx may, in its sole discretion, require the Initial Engagement Fee to be paid upon acceptance of the Purchaser’s Agreement.
5.6 Time is of the essence for payment. The Fees (or any part of them) are payable on the dates determined by Bryx, which may include:
(a) on the signing date of the Purchaser’s Agreement for the Initial Engagement Fee; and
(b) the payment date stated on any invoice or other written notice for the Completion Fee; or
(c) if no alternative date is stated, seven (7) days after the date of an invoice issued to the Purchaser by Bryx.
5.7 Payment may be made by cheque, bank cheque, credit card (transaction surcharges may apply), or any other method agreed between the parties.
5.8 Unless expressly stated otherwise, Fees are exclusive of GST. If Bryx’s tax invoice includes GST, the Purchaser must pay the GST amount in addition to the Fees. The Purchaser must also pay any other applicable taxes or duties, unless those amounts are expressly included in the Fees.
5.9 The Purchaser’s obligations under this Contract do not end (and, where intended, ownership of Documentation does not transfer) until:
(a) all amounts payable to Bryx under this Contract have been paid in full; and
(b) the Purchaser has complied with all other obligations owed to Bryx under any contract between the parties.
5.10 If Bryx receives a form of payment other than cash, payment is not taken to have been made until that payment is honoured and cleared. Until then, Bryx’s rights (including any ownership or other rights in relation to the Services and this Contract) continue.
6. BRYX’s Obligations
6.1 Bryx will provide the Services with due care and in accordance with relevant professional and technical standards. The Services will be delivered in line with the requirements set out in the Purchaser’s Agreement and based on the Purchaser’s written instructions (including information relating to income, finance, credit standing, assets and similar matters). The Purchaser must clearly communicate its requirements regarding the intended Property acquisition and must promptly notify Bryx of any changes to those requirements.
6.2 The Purchaser acknowledges that Bryx may engage subcontractors to perform part of the Services. Despite any subcontracting, Bryx remains responsible to the Purchaser for the proper provision of the Services and compliance with this Contract.
6.3 The Purchaser acknowledges that Bryx may require information, assistance, documents and access from the Purchaser to deliver the Services. The Purchaser must provide these in a timely manner. If the Purchaser fails to do so within a reasonable timeframe required by Bryx, Bryx may suspend the Services for a period equivalent to the delay. If the Purchaser’s delay is 30 days or more, Bryx may charge the Purchaser for additional costs incurred due to that delay.
7. Documentation
7.1 The Documentation:
(a) is prepared on the basis that the Purchaser has provided Bryx with complete and honest disclosure of all information and material facts relevant to the Documentation. To the extent permitted by law, Bryx accepts no responsibility or liability:
(i) unless full disclosure has been provided to Bryx; and
(ii) for inaccuracies in information supplied by the Purchaser or other relevant parties, or for any issue outside the agreed scope of Services.
7.2 The Purchaser acknowledges that Bryx accepts no liability for any alleged or actual error and/or omission:
(a) arising from an inadvertent mistake by Bryx in forming or administering this Contract; and/or
(b) contained in, or omitted from, any Documentation provided by Bryx in connection with the Services.
7.3 If an error and/or omission occurs as contemplated by clause 7.2 and is not caused by Bryx’s negligence and/or wilful misconduct, the Purchaser is not entitled to treat this Contract as repudiated or otherwise invalid.
8. Default and Consequences of Default
8.1 Interest on overdue invoices accrues daily from the due date until payment at a rate of 2.5% per calendar month, and Bryx may, at its discretion, compound that interest monthly, both before and after judgment.
8.2 If the Purchaser owes Bryx money, the Purchaser indemnifies Bryx for all costs and disbursements incurred in recovering that debt (including debt recovery agency fees, internal administration charges, legal costs on a solicitor and own client basis, default fees, and bank dishonour fees).
8.3 Without limiting Bryx’s other legal remedies, Bryx may cancel all or part of any unfulfilled order and treat all amounts owing as immediately due and payable if:
(a) any payment becomes overdue, or Bryx reasonably believes the Purchaser will be unable to pay when due;
(b) the Purchaser becomes insolvent, calls a meeting of creditors, proposes or enters a compromise or arrangement with creditors, or makes an assignment for the benefit of creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise), or similar officer is appointed over the Purchaser or any of its assets.
9. Termination
9.1 Without limiting any other remedies, if the Purchaser breaches any obligation under this Contract (including payment obligations), Bryx may suspend the Services and issue a written notice of breach. The Purchaser must remedy the breach within 7 days of receiving that notice. If the breach is not remedied, Bryx may terminate this Contract and will not be liable for any loss or damage suffered by the Purchaser arising from Bryx exercising its rights under this clause.
9.2 The Purchaser may terminate this Contract at any time by giving Bryx written notice. Upon receipt, Bryx will cease providing the Services.
9.3 Upon termination of this Contract for any reason:
(a) the Purchaser remains liable for all Fees and other amounts accrued up to and including the termination date (including any unpaid portion of the overall Fee), whether or not previously invoiced;
(b) Bryx will issue a final invoice for all unbilled Fees and other charges accrued up to and including the termination date, and clause 5 applies to that invoice;
(c) termination does not affect any rights or liabilities accrued prior to termination; and
(d) obligations relating to confidentiality, liability and remedies survive termination.
9.4 If the Purchaser terminates other than due to Bryx’s material breach (not remedied within 30 days after written notice), or if Bryx terminates due to the Purchaser’s breach, insolvency or receivership (and the Purchaser does not remedy the breach within seven (7) days after Bryx’s notice), then in addition to clause 9.3 the Purchaser must pay a cancellation fee (being a genuine pre-estimate of Bryx’s loss), equal to the greater of:
(a) $1,000.00; or
(b) 25% of the potential Completion Fee.
10. Liability
10.1 In delivering the Services, Bryx:
(a) will exercise the skill, care and diligence expected of a competent professional. While Bryx endeavours to ensure accuracy in the opinions, information and forecasts included in the Documentation, Bryx accepts no liability for any incorrect statement, information or forecast contained in it; and
(b) may provide written and verbal recommendations as part of the Services, however such recommendations are provided in good faith at all times.
10.2 In consideration of clause 10.1 and to the extent permitted by law, Bryx’s officers, employees and agents have no liability (whether for lack of care or otherwise), and the Purchaser releases and discharges Bryx and those persons from all claims, proceedings, demands, actions, costs and liabilities of any kind arising out of or connected with the Services. Despite this, Bryx remains liable for the consequences of its negligent act, omission or statement, limited as provided in clause 10.3(a).
10.3 Unless otherwise agreed in writing:
(a) Bryx’s total liability under this Contract is limited to the proceeds recoverable by Bryx under its professional indemnity insurance for the relevant act, omission or statement; and
(b) references to loss or damage exclude liquidated damages and any loss or damage suffered by a third party for which the Purchaser is liable as between the Purchaser and that third party; and
(c) Bryx’s liability expires twelve (12) months after the issue date of the last invoice relating to the relevant Services, unless the Purchaser has earlier provided written notice of a claim specifying the negligent act, omission or statement said to have caused loss or damage.
10.4 Despite clauses 10.2 and 10.3, Bryx is not liable for loss or damage arising from:
(a) errors in plans, designs or specifications not prepared by Bryx; or
(b) errors occurring in services not provided by, or not the responsibility of, Bryx; or
(c) use of any Documentation or other information or advice without Bryx’s approval.
11. Dispute Resolution
11.1 If a dispute arises, either party may give the other a written notice describing the dispute in sufficient detail. Within fourteen (14) days of the notice, the parties must meet (at least once) and genuinely attempt to resolve the dispute. Each party must be represented by a person authorised to settle the dispute. If the dispute is not resolved, either party may, by further written notice delivered by hand or sent by certified mail, refer the dispute to VCAT.
12. Service of Notices
12.1 Any notice under this Contract is taken to have been given and received:
(a) if delivered by hand, when delivered to the other party in person;
(b) if left at the address of the other party stated in this Contract, when left at that address;
(c) if sent by registered post to the address stated in this Contract, when it would ordinarily be delivered in the normal course of post;
(d) if sent by email to the other party’s last known email address, when the email is sent (unless an error or non-delivery notice is received).
12.2 A posted notice is deemed served at the time it would ordinarily be delivered in the normal course of post, unless the contrary is proven.
13. General
13.1 A party’s failure to enforce a provision is not a waiver of that provision and does not prevent later enforcement. If any provision is invalid, void, illegal or unenforceable, the remaining provisions remain valid and enforceable.
13.2 This Contract is governed by the laws of the state in which Bryx has its principal place of business, and the parties submit to the courts of that state.
13.3 Any conditions, warranties or terms implied by Commonwealth, State or Territory laws are excluded to the extent permitted by law, except where they cannot lawfully be excluded.
13.4 Bryx may license and/or assign any of its rights and/or obligations under this Contract without the Purchaser’s consent.
13.5 The Purchaser must not license or assign its rights or obligations under this Contract without Bryx’s prior written consent.
13.6 The Purchaser agrees Bryx may update its general terms and conditions for future contracts (including Bryx’s Privacy Policy) by giving written notice or publishing the updated terms on Bryx’s website [bryx.com.au]. Any updated terms apply from the date the parties enter into the relevant subsequent contract.
13.7 Delivery of an executed counterpart of this Contract by email in PDF or other image format is as effective as delivery of an original signed hard copy. Where a party delivers an executed counterpart under this clause:
(a) it must also provide an original signed hard copy, however failure to do so does not affect the validity or enforceability of this Contract; and
(b) each party waives any defence in legal proceedings based solely on that failure.
13.8 Each party warrants it has capacity and authority to enter into this Contract, has obtained all necessary approvals, is not insolvent, and that this Contract creates binding legal obligations.
13.9 Confidentiality
13.9.1 Each party must:
(a) keep the other party’s Confidential Information confidential;
(b) use Confidential Information only as necessary to perform or receive the Services under this Contract;
(c) not disclose Confidential Information (in whole or part) to any third party;
(d) not copy or record Confidential Information except as required to perform the Services; and
(e) ensure that any person to whom Confidential Information is disclosed:
(i) complies with these obligations as if they were a party; and
(ii) does not do (or fail to do) anything that would constitute a breach if done (or omitted) by a party.
13.9.2 Each party is responsible for the acts and omissions of any person to whom it discloses Confidential Information as if those acts or omissions were its own.
13.10 Force Majeure
To the fullest extent permitted by law, Bryx and its representatives are not liable for any loss, damage or delay in performing obligations under this Contract where the loss, damage or delay is caused by events beyond Bryx’s reasonable control. Bryx is entitled to a reasonable extension of time, and the Purchaser acknowledges Bryx holds the benefit of this clause for itself and as agent and trustee for each of its representatives.
13.11 Privacy
Bryx’s Privacy Policy is incorporated into this Contract in full.