Client Matchmaker Terms and Conditions

• This Agreement starts on the Start Date and ends when it is terminated under clause 32 or clause 33 (End Date).
• Between the Start Date and the End Date is the Term.

• Money operates an online service (Service) where potential borrowers (Leads) can be matched with potential lenders (Lenders) and apply for loans (Loans).
• Subject to these Terms, Money will pay Referral Fee to Introducers for introducing Leads to the Money – Money’s Referral Program.

• The rights under this Agreement are not exclusive, Money is free to enter into agreements with other parties including Introducers.

• The Introducers will provide Leads to Money through Money’s online referral platform (the Platform).
• The Platform will provide the Introducer with a unique link which can be provided to the Lead. The unique link will identify the Introducer as the source of the Lead.
• The date the Lead is referred by Introducer to Money is called the ‘Lead Date’.
• Subject to these terms, Money is liable to pay the Introducer a Referral Fee for any Lead that progresses to a become a settled loan.
• Money is not liable to pay the Introducer a Referral Fee for a Lead where: a loan is not funded; or a loan is funded as a result of a referral by another source.
• The Introducer may not market to a Lead at any time after the Lead is referred to Money through the Platform.
• Money will keep the Introducer updated on the status of each Lead.

• A Loan is ‘settled’ when Money has confirmed to the Introducer that all of Money’s or the Lender’s preconditions to the Loan have been satisfied and the Loan Amount disbursed to the Lead or at their direction.

• Referral Fees are: paid at the rate identified in Item 4 of the Details; paid monthly in arrears for all Loans settled in the previous calendar month.
• Referral Fee will be paid by Money into the Introducer’s nominated bank account, in its own name.
• GST In this Agreement ‘GST’ and ‘Tax Invoice’ mean the same as in A New Tax System (Goods and Services) Act 1999. Except where this Agreement states otherwise an amount payable by a party for a taxable supply made by another party under this agreement is taken to be a GST exclusive amount.
• Tax Invoices Money must issue the Introducer with a valid recipient created tax invoice for all Leads referred to the Money within 7 days of a Loan being settled. The parties acknowledges and warrant that they are registered for GST when they enter into this Agreement and undertake to notify the other if it ceases to be registered.

• Money and/or a Lender may, without having or giving any reason and without liability, decline to: provide the Service or a Loan to a Lead; or settle any Loan.

• The Referral Fee will remain at the rates identified in Item 4 of the Details in this Agreement, unless the parties agree otherwise in writing from time to time.

• From time to time, Money may issue to Introducers rules (Program Rules) about any other aspect of the Referral Program.
• Any Program Rules: take effect 10 days after Money notifies them to Introducer; do not affect an Introducer’s accrued entitlement to Referral Fee; and override this Agreement and any previous Program Rules, to the extent of any inconsistency; must not increase the Referral Fee unless there is agreement in writing between the parties. – and the Introducer must comply with them as if they were set out in full in this Agreement.
• Money’s certificate as to the Program Rules in force at any time is conclusive.

• The Introducer must ensure that any marketing it undertakes: does not detrimentally damage the reputation of Money; complies with the law; does not represent any relationship between the parties except as independent contractors under this Agreement.
• Money must ensure that: it notifies the Lead in writing that Introducer receives a Referral Fee for referring the Lead to Money; and it acts lawfully and ethically at all times.

• The parties must ensure that on and from the Start Date they carry out their respective roles and perform this Agreement: honestly; highly professionally; with all due care and skill; in compliance with all laws; and with utmost good faith.
• The parties must not: make any representation about the other party, the Service, any Lender or any actual or potential Loan that is not true, complete and accurate; or by act or omission engage in conduct that infringes section 18 or 29 of the Australian Consumer Law; by act or omission engage in conduct that infringes section 12DA(1), 12DB or 12DF of the Australian Securities and Investments Commission Act 2001; use and communicate only current information; and maintain all licences, registrations and approvals necessary for the lawful operation of its business.
• The parties must: comply with all Laws; ensure that its Personnel comply with all Laws; and not do anything that causes Lend to breach a Law.

• The sole relationship between the parties is as independent contractors.
• Neither party acts as agent on behalf of the other and has no authority to act for or to bind the other party in dealings with third parties (including any Lead).
• Neither party is the employee of the other and is not entitled to receive any Employee Entitlements.

• All Leads provided by Introducer to Money will be done so in compliance with the Privacy Law.
• Money warrants that it will hold and deal with any personal information strictly in accordance with Privacy Law.

• The parties are liable for the acts and omissions of their respective Personnel.

• Either party may terminate this Agreement on 30 days notice to the other.
• Money may terminate this Agreement immediately if the Introducer: breaches this Agreement and fails to cure the breach within 7 days after Money gives written notice of the breach; breaches clauses 22, 23 and 35; fails to earn a Referral Fee for 120 consecutive days; acts in any way that is calculated or likely to injure Money’s reputation or harm its business.
• Termination of this Agreement does not affect either party’s rights arising from a prior breach of it.

• During the Term and for one year afterwards, Introducer must not directly or indirectly: entice or solicit any person who is or has been in Money’s employ to enter a contract of service or a contract for services with Introducer or an entity with which the Introducer is associated; or enter a contract of service or a contract for services with such a person. Clause 35(a) and (b) do not apply where a person has been employed as a result following a publicly advertised position.

• The Introducer must, and must ensure that its Personnel also, keep the Confidential Information secret, and not to use or disclose it other than as necessary for the purposes of complying with the Introducer’s obligations under this Agreement.
• On termination of this Agreement for any reason, the Introducer must immediately return to Money (or, if so directed by Money, destroy) all Confidential Information in its possession or under the Introducer’s power or control or in the possession or under the power or control of its Personnel.
• The Introducer’s obligations under clause 37 extend to all copies of Confidential Information and all documents to the extent that they contain any Confidential Information.
• On Money’s request, the Introducer must verify to Money by statutory declaration: to whom the Introducer has disclosed any specified Confidential Information, on what date and in what circumstances; that the Introducer has complied with clause 37.
• The Introducer acknowledges that any breach of clauses 36 to 39 could cause serious harm to Money, and agrees that in the event of such a breach, Money shall be entitled to seek and obtain a restraining order, injunction and other equitable relief in any court of competent jurisdiction in addition to all other legal remedies available without giving any undertaking as to damages.
• These clauses 36 to 40 survive the termination of this Agreement.

• Except as otherwise stated, nothing in this Agreement changes the ownership of any IP.
• The Introducer warrants that any IP that it creates and uses, publishes or distributes in connection with this Agreement, the Service, Loans or the Introducer does not infringe the IP of any third party.

• Entire agreement. This Agreement and any document it incorporates by reference are the entire agreement between the parties with respect to their subject matter and supersede any other agreements between them, either oral or in writing.
• Amendment This Agreement may only be amended in writing and signed by both parties.
• Governing Law This agreement is governed in accordance with the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.
• Assignment Neither party may not assign or transfer all or any of its rights or obligations under this Agreement without the other party’s prior written consent, which it may give (conditionally or unconditionally) or withhold in its absolute discretion. Either party may assign or transfer or (without further consent of the other party) novate all or any of its rights or obligations under this Agreement to an Associate.
• Severance Any illegal, invalid or unenforceable provision of this Agreement will be read down, to the point of severance if necessary, and all other provisions will remain in full force and effect.
• Waiver Money’s failure at any time to require performance of any provision of this Agreement is not a waiver of its right to do so at any later time.
• Counterparts This Agreement may be executed in any number of counterparts, each of which, when executed, is an original and those counterparts together make one instrument.
• Survival Clauses relating to Confidential Information, IP, non-poaching, and indemnification survive termination of this Agreement.

In this Agreement, unless otherwise indicated: Agreement means this agreement as amended from time to time. Business Day means a weekday on which banks are open for general business in Melbourne. Business Hours means from 9am to 6pm on a Business Day. CCA means the Competition and Consumer Act 2010 and any fair trading or consumer protection law of a state or territory. Commencement Date – see item of the Details Confidential Information means all information in any medium or format relating to the Service, Leads, Lenders, Loans, Commissions, the Lender Program, the Platform, Money or Money’s business, plans, current or proposed strategies, methods, resources, staffing or prospects, and all other information of or about Money that is marked ‘confidential’ or is by its nature proprietary or confidential, other than information which: is generally available in the public domain (except as a result of a breach of confidence or unauthorised disclosure by Lender); or is lawfully disclosed to Lender by a third party without restriction on disclosure. Consequential Loss means economic loss; business interruption; loss of data, revenue, profits, actual or potential business opportunities, contracts or anticipated savings; an obligation to indemnify another person; an obligation to contribute to the compensation of loss or damage suffered by another person; and consequential loss within the meaning of Environmental Systems Pty Ltd v Peerless Holdings Pty Ltd [2008] VSCA 26. Corporations Act means the Corporations Act 2001. Details means the part of this Agreement so titled. GST means the same as in A New Tax System (Goods and Services Tax) Act 1999. IP means proprietary information and intellectual property owned by a party, including copyright, moral rights, registered and unregistered trade marks, trade secrets and patents. Law includes any law, case law, statute, regulation, court order, standard, guideline, determination, industry code of conduct and direction or order issued by a Regulator. Lead means a potential borrower/s who Introducer refers to Money. Introducer means the party referred to in Item of the Details who is a party to this Agreement. Loss means loss, harm, damage, costs expenses incurred or suffered by a person and any claim made against a person, but does not include Consequential Loss. Referral Fee means a fee payable by Money to the Introducer for Leads that the Introducer refers to Money (subject to the terms of this Agreement) and is specified in Item 4 of the Details. Officer means the same as in the Corporations Act. Personnel means a person’s employees, contractors, agents, Lenders, Officers and Associates. Privacy Law means Privacy Act 1988 (Cth) and any regulations or statutory instruments made under it. Relevant Interest means the same as in the Corporations Act. Representative means employee, agent, sub-agent, contractor, sub-contractor, representative, Officer or assign of a party. Service means the service operated by Money to provide finance to customers including through the Platform. Territory means each Australian state and territory.