DEFINITIONS AND INTERPRETATION
- Definitions

Capitalised terms used in these Terms and Conditions have the meaning given to them in Part D - Definitions.

Rules for interpreting these Terms and Conditions

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting these Terms and Conditions, except where the context makes it clear that a rule is not intended to apply:

A reference to:
- a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it;
- a document (including these Terms and Conditions) or agreement, or a provision of a document (including these Terms and Conditions) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
- a party to these Terms and Conditions or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;
- a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;
- anything (including a right, obligation or concept) includes each part of it; and
- notice is to notice in writing (including any visible means of reproduction of words in a tangible or permanently viable form).
A singular word includes the plural, and vice versa.
A word which suggests one gender includes the other genders.
If a word is defined, any other grammatical form of that word or phrase has a corresponding meaning.
If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
A reference to "information" is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
The word "agreement" includes an undertaking or other binding arrangement or understanding, whether or not in writing.
A reference to "dollars" or "$" is to an amount in Australian currency.
A reference to a "clause", "sub-clause", "paragraph" or "sub-paragraph" is a reference to a clause, sub-clause, paragraph or sub-paragraph of these Terms and Conditions (as the case may be).

Non Business Days

If the day on or by which a person will do something under these Terms and Conditions is not a Business Day, the person must do it on or by the next Business Day.

"Contra proferentem" Rule

These Terms and Conditions are not to be interpreted against the interests of a party merely because that party proposed these Terms and Conditions or some provision of them or because that party relies upon a provision of these Terms and Conditions to protect itself.

PART B – OPERATIVE PROVISIONS

Fees
- You must pay the Fees as set out in this clause 2 by Direct Debit.
- The Direct Debit Forms will be provided to you on registration and you will need to complete them in order to use the PEXA AML Service.
- PEXA Clear will begin charging you the Fees from the date you begin to use the PEXA AML Service.
- PEXA Clear will initially invoice you for the Fees on a monthly basis and the Fees will be deducted by Direct Debit. PEXA Clear will move to daily invoicing as the volume of transactions provided by the PEXA AML Service increase. We will notify you of the change from monthly to daily invoices by providing you with a 30 day written notice here: www.pexaclear.com.au.
- If you fail to pay any undisputed amount when due, and the amount is still outstanding 14 days after receiving a reminder notice from us, then, in addition to our other remedies, we may charge you interest on the unpaid amount at the Interest Rate from the date of the reminder notice, until the date that the unpaid amount is paid.
Your Obligations

You agree:

you are acting as a disclosed agent of any Buyer or Seller in any Real Estate Transaction associated with a relevant AML Workspace.
you have obtained the consent of any Buyer or Seller to:
- the collection, use and disclosure of their personal information in accordance with the PEXA Clear Privacy Policy;
- the disclosure of their personal information to verification agent(s) (including without limitation FrankieOne and KordaMentha), which will act as their intermediary to access information lawfully held by third parties, pursuant to the Buyer’s or Seller’s rights under the Privacy Laws);
- a credit reporting agency; or
- their information being checked with the document issuer or official record holder via third parties in connection with a request to verify the Buyer’s or Seller’s identity, and for those third parties (including without limitation FrankieOne and KordaMentha) monitoring and improving their verification services.
- share their information (including any Personal Information) in a relevant AML Workspace.
you expressly consent to any information which you upload or otherwise add to any relevant AML Workspace (or which the PEXA AML Service automatically obtains as a result of your interaction with a relevant AML Workspace) being shared with any other Participants in that AML Workspace.
you are authorised by your Organisation to join and interact with the relevant AML Workspace, including viewing, uploading, downloading, adding, editing and storing any Material available through the PEXA AML Service, solely for the purpose set out in paragraph 3(f);
to use the PEXA AML Service solely for the AML/CTF Purpose and not for any other purpose;
to comply, and continue to comply, with PEXA’s Security Policy in relation to your use of the PEXA AML Service;
without limiting paragraph 3(g), keep all login details, passwords or other security requirements for accessing the PEXA AML Service safe and secure at all times;
to comply, and continue to comply, with its obligations under these Terms and Conditions in relation to your use of the PEXA AML Service.

You must not:

interfere with the integrity, security or effective operation of the PEXA AML Service;
reverse-engineer, reverse-assemble, decompile the PEXA AML Service;
copy, reproduce, alter, modify, create derivative works, publicly display, distribute or make available to any third party any Material available through the PEXA AML Service;
use the PEXA AML Service in a way that is prohibited by Law or in a way that violates a third party’s rights, including any Intellectual Property rights; or
introduce any Malicious Code to the PEXA AML Service.

Your Acknowledgements
- You agree that:
  - PEXA Clear may restrict, suspend or terminate your use of the PEXA AML Service where PEXA Clear, acting reasonably, considers that:
    - you have breached your obligations under these Terms and Conditions; or
    - it is necessary to do so in order to stop fraudulent activity in connection with the PEXA AML Service and/or to protect the integrity, security or effective operation of the PEXA AML Service.
  - Where you have not accessed the PEXA AML Service for 12 months, PEXA Clear may (at its sole discretion) remove your access.

Other Users

If your Organisation authorises any other person to be a Participant in the PEXA AML Service (or any relevant AML Workspace) on behalf of your Organisation, you must provide PEXA Clear with authorisation in writing from your Organisation for each of these third parties, prior to them being granted access to the PEXA AML Service or any relevant AML Workspace.

Confidentiality and Intellectual Property

The parties agree that:

the PEXA AML Service and any information provided by PEXA Clear to you in connection with PEXA Clear’s provision of the PEXA AML Service, constitutes Confidential Information;
subject to the limited access and usage rights set out in these Terms and Conditions, PEXA Clear retains all rights (including Intellectual Property rights), title and interest in the PEXA AML Service, including any modification, adaptation, translation or derivative of the PEXA AML Service, upon creation;
PEXA Clear grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free licence to access and use the PEXA AML Service solely for Organisation’s AML/CTF Purpose and not for any other purpose; and
You will ensure that your Organisation grants to PEXA Clear a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the PEXA AML Service any Feedback provided by you or your Organisation.

Privacy
- Each party agrees to comply with its obligations under the Australian Privacy Principles (as amended or replaced) and any other applicable Privacy Laws in relation to the handling (including collection, use, retention and disclosure, including any disclosure to any overseas entity) of Personal Information that comes into its possession or control in the course of PEXA Clear’s provision of, and your access to and use of, the PEXA AML Service.
- Before providing any Personal Information to PEXA Clear, you must provide and must ensure that your Organisation provides such notices or obtains such consents as are required to comply with its obligations under the Australian Privacy Principles (as amended or replaced) and any other applicable Privacy Laws in relation to the handling (including collection, use, retention and disclosure) of Personal Information where such notice or consent is required for the purposes of PEXA Clear providing the PEXA AML Service.
- Where PEXA Clear has received Personal Information from you or your Organisation, or holds it on behalf of your Organisation, PEXA Clear will only use or disclose that Personal Information for the purpose of providing the PEXA AML Service and in accordance with PEXA Clear’s Privacy Policy available here: pexaclear.com.au.
- PEXA Clear will ensure that the Personal Information held by it, and that has been provided to it, by you or your Organisation (or on behalf of your Organisation) is protected against misuse, loss, interference, unauthorised access, unauthorised modification and unauthorised disclosure.
- Each party agrees to notify the other party as soon as practicable after it becomes aware of any actual or suspected misuse, interference, loss or unauthorised access, modification or disclosure of Personal Information, or if it becomes aware of a likely breach of this clause 7.
Disclaimer

Subject to applicable laws:

PEXA Clear does not warrant the accuracy or completeness of the information available via the PEXA AML Service, including any third party information available through the PEXA AML Service.
All information available via the PEXA AML Service is provided without any representation or endorsement and without warranty of any kind (whether express or implied), including, but not limited to, any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
PEXA Clear does not warrant that the PEXA AML Service will be uninterrupted or error free or that the PEXA AML Service, or the servers that make it available, are free of viruses or bugs. PEXA Clear does not warrant that the data and Material transmitted through the PEXA AML Service will be uninterrupted, error free or free of viruses or bugs.
The PEXA AML Service may contain links to sites and information on the internet (or obtained from third parties via API) which are owned and operated by third parties (including without limitation FrankieOne and KordaMentha) and which are not under PEXA Clear’s control (Linked Sites). In relation to Linked Sites, PEXA Clear:
- provides links to Linked Sites as a convenience only and the existence of a link to Linked Sites does not imply any endorsement by PEXA Clear of the contents of the Linked Sites;
- is not responsible for the accuracy or otherwise of the material contained on those Linked Sites; and
- accepts no liability (whether in contract, tort (including negligence), statute or otherwise) in respect of the Linked Sites.
The information provided on or via the PEXA AML Service is intended to be informative only and is provided on an "as is" and "as available" basis. In using the PEXA AML Service, you acknowledge that any reliance upon any information obtained or received via the PEXA AML Service, is to be used at your own risk.
To the maximum extent permitted by Law and except as expressly provided in these Terms and Conditions, PEXA Clear disclaims and excludes any and all representations, warranties, or guarantees (whether express or implied) in relation to the PEXA AML Service.
To the extent that PEXA Clear is required to comply with a condition, guarantee or warranty which is implied into these Terms and Conditions under the Competition and Consumer Act 2010 (Cth), your sole remedy, and PEXA Clear’s entire liability, will be limited to the re-supply or modification of the PEXA AML Service to render it, or your use or access to it, compliant or non-infringing (as applicable).

Limitation of Liability
- In no event will either party be liable for any special, indirect, indirect, exemplary, punitive or other consequential or incidental damages (including but not limited to any loss of revenue, loss of profits or lost opportunity) arising from or in connection with these Terms and Conditions or the PEXA AML Service.
- Subject to paragraph 9(a), in no event will PEXA Clear be liable to you or your Organisation or any other third party for any loss, damage, cost or expenses (including legal costs) suffered or incurred by your or your Organisation for all claims (whether under contract or tort (including negligence), under statute or otherwise) arising from or in connection with these Terms and Conditions or the PEXA AML Service.
Termination
- You may terminate your access to the PEXA AML Service by providing at least 30 days’ notice in writing to PEXA Clear.
- You may terminate your access to the PEXA AML Service, with immediate effect, if PEXA Clear makes a material Change to the PEXA AML Service under paragraph 12(a) by providing immediate notice in writing to PEXA Clear.
- PEXA Clear may terminate the PEXA AML Service if:
  - The PEXA AML Service is replaced with another service containing at least the same level of functionality as the PEXA AML Service; or
  - PEXA Clear provides you with at least 6 months’ notice in writing of its intention to cease to offer the PEXA AML Service.

PART C – GENERAL

Force Majeure
- Neither party will be liable for any delay or failure to perform its obligations under these Terms and Conditions to the extent that such delay is due to a Force Majeure Event provided that:
  - such party notifies the other party promptly of the occurrence of the Force Majeure Event; and
  - the delay or failure could not have been prevented by reasonable precautions, or could not have reasonably been circumvented by such party by means of alternate sources, workarounds or other means;
- Upon receipt of the notification referred to in sub-paragraph 11(a)(i), the parties must meet and discuss in good faith how to address the Force Majeure Event and to resume performance in accordance with these Terms and Conditions. Without limiting the foregoing, the party which is unable to perform its obligations must use its best efforts to minimise the effect of the Force Majeure Event and resume performance in accordance with these Terms and Conditions as soon as possible.
Changes to the PEXA AML Service
- PEXA Clear may add to, vary, modify or delete ("Change") the PEXA AML Service or any term or terms of these Terms and Conditions with immediate effect where:
  - the Change is necessary, in PEXA Clear's reasonable opinion, to comply with relevant Australian Law or any relevant regulatory change, or to preserve the integrity of the PEXA Clear’s network or services;
  - the Change is necessary to maintain consistency between these Terms and Conditions and the Participation Agreements (or any other agreements) between PEXA Clear and your Organisation; or
  - the Change is outside PEXA Clear's control.
  - as a result of user feedback.
- Where a Change is as described in paragraph 10(a) above, PEXA Clear will provide you with notice of the Change within a reasonable period before the Change is implemented.
- Any other variation of these Terms and Conditions must be in writing and signed by each party.
Disputes

Except where a party seeks urgent interim relief, a party must not commence court proceedings in relation to any dispute or disagreement arising out of or relating to this agreement (Dispute) unless it has complied with the provisions of this clause 13.

Dispute Notice

A party claiming that a Dispute has arisen must notify the other party in writing, including a description of the nature of the Dispute (Dispute Notice).

Negotiation

Within 5 business days after receipt of a Dispute Notice, each party must nominate a representative who has express authority to resolve the Dispute, and those representatives must meet to seek to resolve the Dispute by negotiation. All aspects of the negotiation must be kept confidential, and all communications between representatives during the negotiation are made on a without prejudice basis. If the representatives are unable to resolve the Dispute within 20 business days after the date of the Dispute Notice, then either party may have recourse to litigation or other dispute resolution processes.

Notices
- How to give a notice

A notice, consent or other communication under these Terms and Conditions is only effective if it is:

in writing, signed by or on behalf of the person giving it;
addressed to attention of the person referred to in sub-clause 14.3 for the party to which it is to be given; and
either:
- delivered or sent by pre‑paid mail (by airmail, if the addressee is overseas) to that person's address as set out in sub-clause 3; or
- sent to that person’s email address as set out in sub-clause 14.3, except in the case of notices in relation to breach of these Terms and Conditions, termination of these Terms and Conditions, or third party claims of infringement of Intellectual Property (such notices must be delivered or sent in accordance with sub-paragraph 14.1(c)(i) above).

When a notice is given

A notice, consent or other communication that complies with this paragraph is regarded as given and received:

- if it is sent by fax or delivered:
  - by 5.00 pm (local time in the place of receipt) on a Business Day – on that day; or
  - after 5.00 pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day – on the next Business Day;
- if it is sent by mail:
  - within Australia – 5 Business Days after posting; or
  - to or from a place outside Australia – 5 Business Days after posting; and
- if it is sent by email ‑ when the email message comes to the attention of the addressee.

Authority to issue or receive notices

The parties agree that the following individuals will be entitled to issue and receive notices on behalf of each respective party:

- for PEXA Clear, the Legal Team (or such other senior executive holding an equivalent position as notified by PEXA to your Organisation from time to time), using the following contact details:

Attention: PEXA Legal Team

Address: Level 16, Tower 4, 727 Collins St Docklands VIC 3008

Email: Legalnotices@pexa.com.au

- for you and your Organisation, the PEXA AML Service Representative using the contact details set out the PEXA AML Service portal.

GENERAL
- Governing law
  - These Terms and Conditions are governed by the laws of the state of Victoria, Australia.
  - Each party submits to the non-exclusive jurisdiction of the courts of the state of Victoria, and any court that may hear appeals from any of those courts, for any proceedings in connection with these Terms and Conditions.
- Compliance with Laws

Each party and its Personnel must comply with all applicable Laws in the performance of these Terms and Conditions.

Liability for expenses

Each party will pay its own expenses incurred in negotiating, executing, stamping and registering these Terms and Conditions.

Giving effect to these Terms and Conditions

Each party will do anything (including execute any document), and will ensure that any other relevant persons will do anything (including execute any document), necessary to give full effect to the transactions contemplated by these Terms and Conditions.

Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
a waiver of a right on one or more occasions does not operate as a waiver of that right or as an estoppel precluding enforcement of that right if it arises again; and
the exercise of a right does not prevent any further exercise of that right or of any other right.

Operation of these Terms and Conditions
- These Terms and Conditions contain the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
- Any right that a party may have under this document is in addition to, and does not replace or limit, any other right that which that party may have.
- Any provision of these Terms and Conditions which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these Terms and Conditions enforceable, unless this would materially change the intended effect of these Terms and Conditions.

PART D - DEFINITIONS

Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, including the Anti-Money Laundering and Counter-Terrorism Financing Amendment Act 2024, both as amended from time to time.

AML/CTF Purpose means the use of the PEXA AML Service by an Organisation to comply with the Act and the Rules for Real Estate Transactions.

AML Workspace means a workspace for a specific Real Estate Transaction within the PEXA AML Service.

Australian Privacy Principles has the meaning given in the Privacy Act 1988 (Cth).

Business Day means day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Victoria, Australia.

Buyer means the buyer or purchaser in a Real Estate Transaction.

Change has the meaning set out in paragraph 10(a).

Confidential Information means any information provided by PEXA Clear to you or your Organisation in connection with PEXA Clear’s provision of the PEXA AML Service.

Designated Service means a designated service under the Act and the Rules, for Real Estate Transactions, particularly as defined in items 1 or 2 of table 5 or item 1 of table 6 in section 6 of the Act.

Direct Debit means an automated payment arrangement where you authorise PEXA Clear to withdraw money from your bank account or credit/debit card.

Direct Debit Forms means the combined direct debit request and direct debit request service agreement, which are provided to you when your register to use the PEXA AML Service.

Dispute has the meaning set out in sub-clause 13.1

Dispute Notice has the meaning set out in sub-clause 13.2

User means an end user authorised by the PEXA AML Service Manager/Administrator to access the PEXA AML Service on behalf of your Organisation.

Feedback means any feedback provided by you or your Organisation to PEXA Clear in relation to the PEXA AML Service.

Fees are set out here: www.pexaclear.com.au.

FrankieOne means Frankie Financial Pty Ltd ACN 623 506 892 of Level 6, 440 Collins St, Melbourne VIC 3000.

Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions, confidential information, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether or not registrable, registered or patentable.

Interest Rate means the Reserve Bank of Australia’s current official cash rate target plus 3 percent.

KordaMentha means KM Holdings Pty Ltd t/as KordaMentha of Rialto South Tower Level 31, 525 Collins Street Melbourne VIC 3000, Australia

law means any principle in common law or equity and any requirement under any legislation and any statutory rule, instrument, regulation, code of practice, ordinance or by law, present or future.

Linked Sites has the meaning set out in paragraph 8(d).

Malicious Code means a “back door”, “time bomb”, “logic bomb”, “Trojan Horse”, “worm”, “drop dead device”, “virus” or any other malware, spyware or computer software routine having the effect of permitting unauthorised access to or use of the PEXA AML Service or disabling, damaging, corrupting or erasing, or disrupting or impairing the normal operation of any part of the PEXA AML Service;

Material means:

any information that any Participant uploads or otherwise adds to any AML Workspace;
any information that the PEXA AML Services automatically obtains as a result of any Participant’s interaction with any AML Workspace; and
any Confidential Information.

Organisation means any individual, corporation, partnership, trust or other legal entity which acts as a real estate agent, seller’s agent, buyer’s agent, conveyancer, legal practitioner or any other person who provides a Designated Service for Real Estate Transactions in Australia.

Participant means any Organisation who participates in the PEXA AML Service.

Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).

PEXA Clear means PEXA AML Pty. Ltd. ACN 648 626 699 trading as PEXA Clear of Tower 4, Level 16, 727 Collins Street, Victoria, 3008.

PEXA AML Service means the service provided by PEXA Clear, which is an arrangement under Rule 5-16 of the Rules.

Privacy Laws means all legislation, principles and industry codes relating to the collection, use, disclosure, storage or granting of access rights to Personal Information, including the Privacy Act 1988 (Cth) and any State or Territory privacy legislation.

Real Estate Transaction means a transaction in respect of real estate, as defined in the Act and the Rules.

Rules means Anti-Money Laundering and Counter-Terrorism Financing Rules 2024, as amended from time to time.

Seller means the vendor or seller in a Real Estate Transaction.

Terms

PEXA AML SERVICE END USER TERMS AND CONDITIONS