Terms of Service

1. About these Terms

These Terms of Service ("Terms") govern your access to and use of the Palader platform, including the website at palader.com, all associated subdomains, APIs, and services (collectively, the "Platform"), operated by Palader Pty Ltd (ABN [to be inserted]) ("Palader", "we", "our", or "us").

Our registered office is Level 18, 123 Pitt Street, Sydney NSW 2000, Australia.

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Platform. We may amend these Terms at any time by posting a revised version. Continued use after posting constitutes acceptance of the amended Terms.

2. Nature of the Platform

Palader is an information and introduction service for off-market commercial real estate. We facilitate connections between verified principals — asset holders and prospective acquirers — through curated introductions, bespoke sourcing mandates, and market intelligence.

2.1 What Palader is not

Palader is not a licensed real estate agent, financial adviser, legal adviser, or valuer within the meaning of any applicable legislation, including but not limited to the Property and Stock Agents Act 2002 (NSW), the Corporations Act 2001 (Cth), or the Australian Securities and Investments Commission Act 2001 (Cth). The Platform does not provide:

• Financial product advice (general or personal) within the meaning of Chapter 7 of the Corporations Act;
• Legal advice or legal services;
• Property valuations or formal appraisals;
• Recommendations to acquire, dispose of, or hold any asset.

All information on the Platform, including Revenue Intelligence estimates, market commentary, and property summaries, is indicative only and must be independently verified by you and your professional advisers before any investment decision.

3. Eligibility & Account Registration

The Platform is available only to persons who are at least 18 years of age and possess full legal capacity to enter binding agreements. By registering, you represent and warrant that:

• You are acting as a principal or as an authorised representative of a principal with full authority to bind that principal;
• All information you provide during registration and qualification is true, accurate, complete, and not misleading;
• You will promptly update your information if it changes;
• You will not create multiple accounts or impersonate another person or entity.

We reserve the absolute right to refuse, suspend, or terminate any account at our sole discretion, without notice or liability. Palader operates a qualification-gated model: access to certain information (including full property details) requires successful completion of our verification process.

4. Qualification & Verification

Certain Platform features, including access to full listing details, seller introductions, and Revenue Intelligence outputs, are gated behind a qualification process. This process may require you to provide:

• Proof of identity (passport, drivers licence, or equivalent);
• Evidence of funds or financing capacity;
• Entity documentation (certificate of incorporation, trust deed, or equivalent);
• Mandate confirmation and decision-making authority;
• Professional references.

Qualification does not guarantee access to any particular opportunity. We may decline qualification at our absolute discretion and are not obliged to provide reasons.

5. Confidentiality & Non-Disclosure Agreements

Confidentiality is foundational to the Palader model. The Platform operates a tiered disclosure system designed to protect the interests of both asset holders and prospective acquirers.

5.1 Tiered disclosure

• Tier 1 — Blind summaries: Partial information (indicative location, asset type, key metrics, price band) is available to registered users without NDA. This information is provided for preliminary assessment only.
• Tier 2 — Full disclosure: Complete property details (exact address, detailed financials, vendor identity, commercial terms) are disclosed only after (a) successful qualification, and (b) execution of a Non-Disclosure Agreement.

5.2 NDA obligations

When you execute an NDA through the Platform (whether by electronic signature, click-through acceptance, or other means we make available), you agree to the following obligations, which survive termination of your account and these Terms:

• Confidential Information means all information disclosed to you in connection with a specific opportunity, including but not limited to: the identity of the asset holder; the exact address and location of the property; financial statements, revenue data, and projections; lease terms and tenant information; asking price and commercial terms; and any other information marked or reasonably understood to be confidential.
• Non-disclosure: You must not disclose, publish, or disseminate Confidential Information to any third party, except as expressly permitted below.
• Permitted disclosures: You may disclose Confidential Information solely to your professional advisers (legal counsel, accountants, tax advisers, and licensed valuers) who have a need to know for the purpose of evaluating the relevant opportunity, provided those advisers are bound by obligations of confidentiality no less onerous than those in this section.
• Non-circumvention: You must not use Confidential Information to approach, contact, or transact with the asset holder (or any party associated with the asset holder) directly, bypassing the Platform. This obligation applies for a period of 24 months from the date of disclosure, regardless of whether a transaction completes.
• Return or destruction: Upon request by Palader or the asset holder, you must promptly return or destroy all copies of Confidential Information in your possession or control, and certify in writing that you have done so.
• Compelled disclosure: If you are compelled by law, regulation, or court order to disclose Confidential Information, you must (to the extent legally permitted) give Palader prompt written notice before disclosure, limit disclosure to the minimum legally required, and cooperate with any efforts to obtain protective treatment.

5.3 Remedies for breach

You acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Palader and/or the relevant asset holder shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without the requirement to post a bond or prove actual damages, in addition to any other remedies available at law or in equity.

5.4 Platform-level confidentiality

Independently of any opportunity-specific NDA, you agree to treat as confidential: the identity of other Platform users; the existence and terms of any introduction; the content of any communication facilitated through the Platform; and any proprietary methodology, data model, or analytical output provided by Palader (including Revenue Intelligence).

6. Revenue Intelligence & Market Information

The Platform provides data-driven revenue estimates and market intelligence ("Revenue Intelligence") as a decision-support tool. You acknowledge and agree that:

• Revenue Intelligence outputs are estimates based on available market data and proprietary models. They are not forecasts, guarantees, or representations of future performance;
• Data inputs may be incomplete, outdated, or inaccurate despite our reasonable efforts;
• You must conduct your own independent due diligence and obtain professional advice before making any investment decision;
• Palader accepts no liability for any loss or damage arising from reliance on Revenue Intelligence outputs;
• Revenue Intelligence outputs are Confidential Information and must not be shared with any party other than your professional advisers.

7. Fees & Payments

Fee structures are agreed in writing before any engagement commences. Unless otherwise agreed:

• Browsing blind summaries and market intelligence is free of charge;
• Bespoke sourcing mandates and seller introductions are subject to fees as set out in the relevant engagement letter;
• All fees are quoted in Australian dollars (AUD) unless otherwise specified and are exclusive of GST, which will be added where applicable;
• Invoices are payable within 14 days of issue unless otherwise agreed. Late payments accrue interest at the rate prescribed under the Civil Procedure Act 2005 (NSW).

8. Intellectual Property

All content on the Platform — including but not limited to text, data, graphics, logos, trademarks (including the Palader name and wordmark), software, analytical models, Revenue Intelligence methodology, and market intelligence outputs — is the intellectual property of Palader or its licensors and is protected by Australian and international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose. You must not reproduce, modify, distribute, reverse-engineer, or create derivative works from any Platform content without our prior written consent.

9. User Conduct

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
• Provide false, misleading, or fraudulent information;
• Scrape, crawl, harvest, or use automated means to access Platform content;
• Interfere with or disrupt the integrity or performance of the Platform;
• Attempt to gain unauthorised access to any systems or data;
• Circumvent any access controls, qualification gates, or security measures;
• Use information obtained through the Platform to compete with Palader or solicit its users.

Breach of this section may result in immediate account termination and legal action.

10. Disclaimers

To the maximum extent permitted by law, the Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Without limiting the foregoing, Palader does not warrant that:

• The Platform will be uninterrupted, timely, secure, or error-free;
• Any information on the Platform (including property listings, market data, and Revenue Intelligence) is accurate, complete, current, or reliable;
• Any transaction will be completed or will result in any particular outcome;
• Any introduction will lead to a successful transaction or commercial relationship.

Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, or right that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Palader's total aggregate liability to you for all claims arising out of or in connection with these Terms or your use of the Platform is limited to the greater of:

• The total fees paid by you to Palader in the 12 months preceding the claim; or
• AUD $500.

In no event shall Palader, its directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of opportunity, loss of goodwill, or any economic loss, whether arising in contract, tort (including negligence), equity, statute, or otherwise, even if advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless Palader, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees on an indemnity basis) arising out of or in connection with:

• Your use of the Platform;
• Your breach of these Terms or any applicable NDA;
• Your violation of any applicable law or regulation;
• Any information you provide to the Platform that is false, misleading, or fraudulent;
• Any claim by a third party arising from your actions or omissions.

13. Termination

We may suspend or terminate your access to the Platform at any time, for any reason or no reason, with or without notice. Upon termination:

• Your right to access and use the Platform ceases immediately;
• All confidentiality obligations (Section 5) survive indefinitely;
• All non-circumvention obligations survive for the period specified;
• Sections 5, 6, 8, 10, 11, 12, 14, and 15 survive termination.

14. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia sitting in New South Wales, and waive any objection to proceedings being brought in those courts on the basis of inconvenient forum or otherwise.

15. Dispute Resolution

Before commencing any court proceedings (other than urgent interlocutory relief), you agree to:

• Give written notice of the dispute to Palader, setting out the nature of the dispute and the relief sought;
• Use reasonable endeavours to resolve the dispute through good-faith negotiation for a period of 28 days from receipt of the notice;
• If the dispute is not resolved within 28 days, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, in accordance with the ADC mediation guidelines.

16. General Provisions

16.1 Electronic communications

You consent to receiving communications from Palader electronically. Electronic communications satisfy any legal requirement that communications be in writing, in accordance with the Electronic Transactions Act 2000 (NSW).

16.2 Entire agreement

These Terms, together with our Privacy Policy and any applicable NDA or engagement letter, constitute the entire agreement between you and Palader regarding the Platform and supersede all prior agreements, understandings, and representations.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.4 Waiver

A failure or delay by Palader to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

16.5 Assignment

You may not assign or transfer any rights or obligations under these Terms without our prior written consent. Palader may assign its rights and obligations without restriction.

16.6 Force majeure

Palader shall not be liable for any failure or delay in performance arising from circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, war, terrorism, government action, natural disaster, power failure, or internet or telecommunications failure.

17. Contact

For questions about these Terms, contact us at: