Terms & Conditions

Integra will perform the services in accordance with these Terms, the Engagement, the Authorisation and the terms of the Water Trade Documents. To the extent of any inconsistency, those documents are interpreted in the following order of priority: the Engagement, these Terms, the Authorisation, and the terms of the Water Trade Documents.

We will only act on lawful instructions that you provide. We understand clients communicate in different ways — written instructions by email or text, or verbal instructions by phone or in person — and, in compliance with applicable laws, we keep a record of any instructions we receive. If you instruct us over the phone, and subject to your express consent, we may take a voice recording or transcription of your instructions. We neither offer nor provide any legal or financial advice relating to the sale of any water entitlements.

You warrant that all information you provide is complete, true and correct. You acknowledge that we may request your consent to access water entitlement information to validate what you provide, and that we are entitled to rely on your information to complete a trade or otherwise provide our services. It is your responsibility to ensure all details on any documentation are correct before signing, including the Authorisation and any Water Trade Document, and to immediately advise us if any information is incorrect or inaccurate before proceeding further.

If you engage Integra to sell a volume, you (the Seller) agree that:

• You can only nominate one Allocation Bank Account (ABA) per Offer to Sell.
• You have a Trade when the volume (or part) and price in your Offer to Sell match a buyer’s Offer to Buy lodged with Integra. Your volume may be sold via multiple trades rather than to a single buyer, and you may indicate whether the volume can be split.
• If you instruct changes, we may withdraw and re-issue your Offer to Sell, or amend or cancel the remaining volume, in line with your instructions.
• The final volume sold and price paid per megalitre may differ from your Offer to Sell. The volume will only be less than specified if you instruct us; we may sell at a higher price if the market allows, but only at a lower price if you instruct us.
• You are bound by the terms of a Trade entered into on your behalf and will do all things necessary, including signing the relevant Water Trade Documents, to effect it.
• By default the Offer to Sell runs for 28 days from the date you sign it, which may be extended or reduced by agreement.

If you engage Integra to purchase a volume, you (the Buyer) agree that:

• You can only nominate one ABA per Offer to Buy.
• You have a Trade when the volume and price in an Offer to Sell match the volume (or part) in your Offer to Buy and the price matches or is less than yours. You will only pay more than your specified price, or change your volume, if you instruct us in writing.
• Your volume may be acquired via multiple trades rather than a single purchase.
• Subject to your written instructions, the final volume purchased and price paid per megalitre may differ from your Offer to Buy.
• You are bound by the terms of a Trade entered into on your behalf and will do all things necessary, including signing the relevant Water Trade Documents, to effect it.
• By default the Offer to Buy runs for 28 days from the date you sign it, which may be extended or reduced by agreement.

Integra is not obliged to act on any Offer Documentation until you have completed all necessary documentation to our reasonable satisfaction and provided all information we request. If amounts payable under clause 9 remain unpaid for five Business Days and neither buyer nor seller has made contact with us during that period, we may cancel the Trade on written notice to both. We will use our best endeavours to broker a Trade but make no representation or guarantee that a Trade will occur.

We use our professional skills and water broking experience to match the volumes in Offer Documentation, using different methods depending on factors including date listed, and suitable volume and price. A buyer has the discretion and makes the final decision on which parcels they select and purchase, and we have no liability or responsibility for that choice — for example, a buyer looking to purchase 1,000 ML may not choose to purchase a single 1 ML parcel.

For the transfer of water allocation through an inter-valley trade opening, the method we use to transfer allocation between clients is based on the date the relevant Offer Documentation is fully executed and all amounts are paid by the relevant parties in accordance with these Terms.

You must pay the fees applicable to you in accordance with these Terms. The fees you may be charged include a Processing Fee, Commission, and disbursements such as an ASIC company search (if applicable). The specific fees for your engagement are set out in your Offer Documentation and Water Trade Documents.

Paying any amount to Integra is deemed confirmation of the trade details in the Offer Documentation. You must pay the relevant amounts for each Trade on the Settlement Date or as otherwise invoiced — a Seller is invoiced on the Settlement Date, and a Buyer is invoiced on the date they have a Trade. Subject to any adjustments, the fees are paid from the funds held in the water market trust account, and we will adjust fees for any change in the actual volume purchased or sold and refund any applicable amounts to you.

The Seller acknowledges that Integra will not lodge any Water Authority Forms for a Trade until an Authorisation is in place, we have reasonably determined that all our requirements are satisfied, and the Buyer has paid the full price plus all applicable fees in cleared funds to our trust account. Once lodged, we will notify you of trade approval within two Business Days of becoming aware of it, and if forms are rejected or delayed we will provide the reason in writing within two Business Days. Lodgement for allocation trading is via the Victorian Water Register Broker Portal; we are not responsible for the time or method the Water Authority uses to process forms, or for disruptions beyond our control such as Portal availability.

We maintain a separate water market trust account under applicable laws for the purpose of delivering our services. We may ask you to pay funds relating to Trades into this account. On the Settlement Date, you irrevocably authorise Integra to apply those funds to the fees payable under clause 9, with the balance paid to you as applicable.

We maintain a brokering water account (an ABA) under applicable laws for the purpose of delivering our services. If you are a Seller, you may request, or we may ask, that you transfer the volume into this account to facilitate a Trade — whether that is available to you will be specified on the Offer to Sell. If we cannot then match and transfer the full volume to a buyer, we will transfer the balance back to your nominated ABA at your cost. You must ensure any water transferred into our ABA is removed by 30 June each year, and you are responsible for all costs and fees associated with transfers to and from it.

Our fees are subject to GST. Unless expressly stated otherwise, any amount payable by you to us is inclusive of GST; if an amount does not include GST and GST is payable, you must pay the GST on that amount. You acknowledge that any sale of water allocation under the Water Trade Documents is a supply of water that is GST-free in accordance with Australian Taxation Office Ruling GSTR 2000/25 (as amended from time to time).

You authorise and consent to Integra doing all things necessary to perform the services, including:

• Disclosing your information (including personal and confidential information, as required), or information about the water entitlements, to the Relevant Parties or other third parties, but only as necessary to complete the Trade or perform the services.
• Subject to an Authorisation and applicable laws, acting as broker to complete or vary (subject to your written instructions) any Water Authority Forms, and lodging them with the relevant Water Authority or Water Registrar, whether directly or via the Portal.
• Obtaining from the Relevant Parties any information required to complete the Trade, including conducting feasibility checks via the Portal.

You may terminate these Terms at any time by written notice to us. If you are a Seller, you may terminate and withdraw the Offer to Sell by written notice before a Trade takes place. We may suspend or terminate our services on reasonable written notice for good cause, such as your failure to comply with these Terms, your failure to provide prompt instructions, or an account remaining unpaid after 14 days. On termination, you are immediately responsible for payment of all fees and costs incurred up to that point.

Except as expressly provided in these Terms, all terms, conditions, warranties, undertakings, inducements or representations relating to the services — whether express, implied, statutory or otherwise — are excluded. To the fullest extent permitted by law, you indemnify Integra against all liability, claims, losses, delays, costs (including legal costs on a full indemnity basis), expenses or damages arising out of or in connection with your breach of these Terms, any Authorisation or the Water Trade Documents, or your negligent act or omission. Without limitation, this includes claims by any person claiming an interest in the Offer to Sell; claims resulting from your error on the Water Trade Documents or incorrect instructions; claims from changes in market conditions, price fluctuations, delay or failure to sell; and claims resulting from any act or omission by another party to a Trade. Where Integra uses the Portal, we do not warrant that it will be available, functional or error-free, nor that information provided from it is accurate.

Any complaint you have in relation to our services will be handled in accordance with our complaints handling policy, as amended from time to time. Please raise any concern with us in the first instance and we will work with you to resolve it fairly and promptly.

We keep all confidential information you provide strictly confidential and use it only as necessary to provide our services. We will not disclose it to a third party without your consent unless required by law — and where disclosure is required by law, we will, where possible, give you reasonable prior notice.

If a conflict of interest exists in relation to providing services to you, we will disclose it to you in writing, explain the circumstances giving rise to it, and ask you to confirm in writing that the disclosure has been received. We will not provide services to you in relation to any matter where we identify a material personal interest.

These Terms are governed by and construed according to the laws of Victoria, Australia.

If you have questions about how we work or our engagement process, please get in touch. See also our Privacy Policy and Broker Disclosures.