Introduction

Business Advice Agency (BAA) along with Better Business Coach (BBC) provides the "EMERALD EDGE" online "Broker Business Management system" for mortgage brokers. Use of the EMERALD EDGE platform is subject to these Terms of Service.

Definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

ABN

means Australia Business Number.

Account

means a registered account within the Platform.

API

means Application Programming Interface.

Authorised User

means any user of the Platform authorised access to an Account by the Broker.

Broker

means a mortgage broker that is registered to the Platform and responsible for paying the Fees (which if in doubt shall be the named Account holder).

Broker Data

means any images, information, files, documents or other data that is uploaded or imported into the Platform by a User or on behalf of a User by any party but does not include any derivative data (such as analytics).

Business Day

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

Company

means Business Advice Agency Pty Ltd (ABN 56 637 480 132, ACN 637 480 132).

Confidential Information

means any written or verbal information that: is deemed confidential under these Terms of Service; a party informs the other party that it considers confidential and/or proprietary; a party would reasonably consider to be confidential in the circumstances; and is Personal Information; but does not include information that a party can establish was in the public domain, became part of the public domain without that party's involvement, was already in that party's possession without having been acquired from the disclosing party, or was received from someone with the unrestricted legal right to disclose it.

Corporations Act

means the Corporations Act 2001 (Cth).

Customer Data

means any images, information, files, documents or other data relating to the End Customer that is uploaded or imported into the Customer Portal and accessible by the Broker, including (without limitation) loan documentation and bank statements.

Customer Portal

means the digital platform accessible by End Customers to interact with the Broker via the Account.

Customer Terms and Conditions

means the separate terms and conditions to be agreed by End Customers to access and use the Customer Portal.

Dashboard

means the dashboard within an Account that shows a summary of relevant information linked to the Account, including (without limitation) leads, reviews, ratings, statistics and analytics.

End Customer

means customers of the Broker that may interact with Brokers via the Customer Portal.

Fee

means any fees charged by the Company to the Broker with respect to the Platform, as advertised on the Site and/or within the Platform from time-to-time.

GST

has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property

means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

Mobile Application Marketplace

means an online marketplace for access to the Platform and other applications for mobile devices, such as the App Store.

Personal Information

has the same meaning as in the Privacy Act.

Platform

means the "EMERALD EDGE" digital platform developed by the Company and accessible from the Site and/or Mobile Application Marketplace from time-to-time.

Privacy Act

means the Privacy Act 1988 (Cth).

Privacy Policy

means the Company's privacy policy as updated from time-to-time, which can be found at the Site.

Referral Credit

means the credits earned by the Broker from successfully referring an End Customer to a Third Party Service Provider, as advertised on the Site and/or within the Platform from time-to-time.

Site

means emeraldedge.online and any other URL where the Company makes the Platform available from time-to-time.

Subscription Fee

means the Fee charged to the Broker on an ongoing basis to access and use of the Platform.

Terms of Service

means the terms and conditions of using the Platform, as updated from time-to-time, which can be found at the Site.

Third Party Service

means an online third-party service that the Broker holds an account with.

Third Party Service Provider

means any third-party service provider that may assist the End Customer, such as conveyancing and utility services.

User

means any Broker or Authorised User.

Agreement

1. The licence granted under these Terms of Service shall be ongoing until terminated in accordance with these Terms of Service.
2. The Broker agrees:
   1. To use the Platform in accordance with these Terms of Service;
   2. If creating an Account, that it is authorised to establish, maintain and pay for the Account;
   3. To pay the Fees as and when they fall due; and
   4. That it is responsible for the conduct of each Authorised User it authorises, who each must agree to and comply with these Terms of Service.
3. The Broker agrees that all use of the Platform is subject to these Terms of Service and must immediately cease to use the Platform if the Broker can no longer agree or adhere to these Terms of Service.
4. The Company may suspend an Account or restrict the access of any Broker that breaches these Terms of Service.

Using the Platform

General

To access and use the Platform:

1. The Broker's Account must be set up and registered; and
2. Each User must register with the Platform, either as a Broker or as an Authorised User, as the case may be.
3. The Broker is responsible for inviting selected Authorised Users from within the Account to register with the Platform.
4. The Broker must ensure that all information entered into the Platform is complete, accurate and up-to-date at all times. The Broker can update their information at any time within their Account.
5. The Company may permit or deny the Broker an Account in its absolute discretion (although the Broker may generally obtain an Account by completing registration and accepting these Terms of Service).

Features

1. The primary purpose of the Platform for the Broker is to manage their relationship with End Customers and use the platform to maximize business efficiencies.
2. The Company shall provide the Broker with access to and use of the features as made available within the Platform from time-to-time, which may include (without limitation):
   1. Customising and branding the Broker's Account;
   2. Interacting and communicating with End Customers;
   3. Creating and sharing branded digital advertisements;
   4. Integrating Third Party Services via the Company's APIs;
   5. Receiving and sharing reviews; and
   6. Viewing analytics, insights and other metrics from within the Dashboard.

End Customers

1. The Broker is responsible for inviting End Customers from within the Account to register with the Customer Portal.
2. Access and use of the Customer Portal by End Customers shall be subject to agreeing to the Customer Terms and Conditions.
3. The Company accepts no responsibility for any interaction between the Broker and any End Customer, whether via the Platform or otherwise.

Third Party Services

1. The Broker agrees and warrants that they have authority to connect the Platform to any Third Party Services.
2. The Broker is wholly responsible for ensuring its own compliance with the terms and conditions of any Third Party Service in respect of any connection with the Platform.
3. The User agrees and acknowledges that the Company is not responsible or liable for any Broker Data that may be introduced into the Platform from a Third Party Service.

Referrals

1. The Broker may earn Referral Credits from introducing End Customers to Third Party Service Providers.
2. The Broker agrees and acknowledges that to earn a Referral Credit: the Third Party Service Provider must be linked to their Account; and the introduction to the Third Party Service Provider must occur via the Platform.
3. Any Referral Credits earned by the Broker will be credited to the Broker's Account within the timeframe notified to the Broker by the Company or otherwise agreed by the parties from time-to-time.
4. The Broker acknowledges and agrees that during the term of these Terms of Service, Referral Credits may only be used to pay Fees (including the Subscription Fee) or any other services provided by the Company in the Broker's complete discretion; and Referral Credits can only be withdrawn and paid as cash from an Account upon the valid termination of these Terms of Service and/or cancellation of the Broker's Account.
5. In that circumstance, the Company agrees to pay the Broker the applicable amount in cash equivalent to the value of the unused withdrawn Referral Credits to the Broker's nominated Australian bank account within 30 days of the effective date of termination.

Fees

1. The Platform is a paid service and the Broker agrees to pay the applicable Fees.
2. The primary Fee to use the Platform shall be the Subscription Fee, which is payable in advance for any paid subscription.
3. The Broker agrees to provide a credit card through the Platform which will be charged monthly in advance for the Subscription Fee, unless agreed otherwise by the parties. Without provision of a valid credit card, the Broker agrees that it has no right to access a paid subscription.
4. Further and separate to the Subscription Fee, other Fees shall apply with respect to the Broker's use of the Platform such as obtaining bank statements and sending messages with respect to End Customers.
5. Variation to Fees: The Company reserves the right to introduce or change any Fees from time-to-time by giving the Broker no less than 14 days' written notice. Any new or changed Fees will apply at the end of the Broker's current billing cycle after such notice. If the Broker does not accept a change to any Fees, it can simply terminate its Account and stop using the Platform.
6. Currency and Invoices: All Fees are payable in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars). For Brokers in Australia, GST is applicable to any Fees charged by the Company. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Broker with a Tax Invoice for any payments.
7. Refunds: No refunds on Fees are offered except where required under law or as agreed at the absolute discretion of the Company.
8. Late Payment: The Company may suspend the Broker's Account should any Fees be outstanding at any time. This may result in termination of access to the Platform for all of a Broker's Authorised Users, as well as to the Customer Portal for any End Customers linked to the Broker's Account. The Broker agrees that the Company shall not be liable in any way for any valid termination or suspension, nor responsible for interruptions to availability or loss of Broker Data resulting from such suspension or termination.

Broker Data and Customer Data

1. The Company agrees to treat all Broker Data and Customer Data as Confidential Information under these Terms of Service.
2. The Broker agrees that the Company is not responsible for maintaining the confidentiality of any Broker Data or Customer Data by Users generally.
3. The Company does not guarantee the accuracy of any information contained in any Broker Data. The Broker is entirely responsible for all Broker Data uploaded, posted, transmitted, or otherwise made available through the Platform, as well as for any actions taken by other Users or End Customers as a result of Broker Data.
4. By uploading Broker Data to the Platform, the Broker authorises the Company to process the Broker Data, and is responsible for ensuring it and its Users do not create or transmit any Broker Data that violates these Terms, the rights of the Company or Users, or is harmful, offensive, threatening, abusive, defamatory, obscene, invasive of privacy, hateful or otherwise unlawful — and that the Broker and Users have the necessary rights to use the Broker Data within the Platform.
5. Where the Company determines any Broker Data is illegal, offensive, indecent or objectionable in its sole discretion, it may notify the Broker, demand the Broker bring it into compliance, and/or temporarily or permanently remove it, restrict access to it, or delete it.
6. The Company shall not access, use, modify or otherwise deal with Broker Data except where required by compulsion of law or upon the Broker's authority (such as to provide access to and support for the Platform).
7. The Broker grants the Company an immediate, worldwide, royalty-free licence to use and incorporate the Broker Data within the Platform, for the purposes of providing the Platform to the Broker, for the duration of these Terms of Service.
8. The Company may use Broker Data in an aggregated or anonymised format for research, educational and similar purposes, but may not otherwise use or display Broker Data without the Broker's written consent. The Broker expressly grants the Company the right to use and analyse aggregate system activity data for the purposes of optimising, improving or enhancing the Platform and creating new features.
9. The Broker is solely responsible for its own Broker Data and affirms it either owns its Broker Data or has the necessary rights to use and authorise the Company's use of it, and that such use will not infringe any third-party right, violate any law, or require the Company to obtain a licence or pay fees to any third party.
10. The Company may permanently delete Broker Data from its systems on termination of these Terms of Service.
11. The Company has no liability to the Broker for any User that imports, exports, accesses, or shares any data via the Platform.

Licence, Modification of Terms & Software-as-a-Service

Licence

1. By accepting these Terms of Service, the Broker is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of these Terms of Service.
2. The Company may issue the licence on further terms or limitations as it sees fit (including the number of permitted Authorised Users).
3. The Company may revoke or suspend the Broker's licence in its absolute discretion for any reason, including breach of these Terms of Service.

Modification of Terms

These Terms of Service may be updated by the Company from time-to-time. Where modified, the Company will provide written notice, and the User will be required to accept the modified terms to continue using the Platform.

Software-as-a-Service

The Broker agrees and accepts that the Platform is hosted on servers managed by the Company, accessed via the internet, and is not available 'locally' from the User's systems; it is managed and supported exclusively by the Company, with no 'back-end' access available to the User unless expressly agreed in writing. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.

Support, Use & Availability

Support

The Company provides online support for the Broker within the Platform. The Broker should notify the Company of any difficulties or problems as soon as practicable. The Company shall endeavour to respond to all support requests within 3 Business Days.

Use & Availability

The Broker agrees to only use the Platform for legal purposes, and is solely responsible for the security of its username and password, notifying the Company as soon as it becomes aware of any unauthorised access. The Company agrees to provide access to the best of its abilities, but access may be prevented by issues outside its control, and it accepts no responsibility for ongoing access to the Platform.

Non-disparagement

The Broker agrees that they shall not directly or indirectly disparage, damage the reputation of, or lead to unwanted or unfavourable publicity for the Company and/or its partners and affiliates — including via statements to End Customers or defamatory public statements. This obligation survives termination of these Terms of Service, and failure to comply will be considered a breach of this Agreement.

Privacy & Data

The Company maintains its Privacy Policy in compliance with the Privacy Act for Personal Information it collects about the User. The Privacy Policy does not apply to how the User handles Personal Information — if necessary under the Privacy Act, it is the User's own responsibility to implement a privacy policy in accordance with law. The Platform may use cookies to improve a User's browsing experience while sending browsing information back to the Company; the User may manage this via their own browser settings.

The Company takes the security of the Platform and the privacy of its Users seriously, and the Broker agrees not to do anything to prejudice that security or privacy. The Company will do all things reasonable to ensure data transmission occurs according to accepted industry standards; it is up to the Broker to ensure transmission standards meet its own operating and legal requirements.

Intellectual Property

The Company has moral and registered rights in its trade marks, and the Broker shall not copy, alter, use or otherwise deal in those marks without prior written consent. The Company's software and proprietary systems are protected by copyright, trademarks, patents and other laws, domestically and internationally, and the Broker warrants it will not infringe any third-party rights through use of the Platform.

The Broker agrees the Platform itself is the Intellectual Property of the Company, and will not copy the Platform for its own commercial purposes, nor decompile, reverse engineer, or otherwise obtain or modify any source code, architecture or algorithms contained within it. All content submitted to the Company (excluding Broker Data) becomes and remains the Company's Intellectual Property, including any source code, analytics, insights, ideas, enhancements or suggestions provided by the User.

Third Party Dependencies

The Broker acknowledges the Platform has third party dependencies which may affect its availability, including internet service providers, hosting services and third-party service providers. The Company has no means of controlling the availability of such dependencies and is not liable for any interruptions to them.

Confidentiality

The Company agrees to keep all Broker Data in the strictest confidence, treating it as Confidential Information under these Terms of Service. Each party acknowledges the Confidential Information is secret and valuable to the disclosing party, that it owes an obligation of confidence concerning it, and must not disclose it to a third party except as permitted here. All Intellectual Property rights remain vested in the disclosing party regardless of any disclosure. A party must promptly notify the other in writing if it becomes aware of any actual, suspected or threatened breach of confidentiality obligations, theft, loss, damage, or unauthorised access — and must co-operate with any resulting investigation or action.

Liability & Indemnity, and No Warranty

The Broker uses the Platform at its own risk. The Company is not responsible or liable for the conduct or activities of any User under any circumstances. The Broker agrees to indemnify the Company for any loss, damage, cost or expense the Company may suffer in connection with the Broker's use of, or conduct in connection with, the Platform, including any breach of these Terms of Service.

In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, loss of property, data, profits, goodwill, bargain, opportunity or anticipated savings, however arising, whether based on warranty, contract, tort, negligence, equity or any other legal theory. Certain rights under the Competition and Consumer Act 2010 (Cth) or similar legislation cannot be excluded; to the extent permitted by law, the Company's liability for any implied warranty that cannot be excluded is limited, at the Company's option, to re-supply of services (or payment of the cost of re-supply) or replacement/repair of goods (or payment of the cost of replacement/repair).

The Company takes no responsibility for any harm or loss suffered by the Broker with respect to its relationship with End Customers, including the delay or failure of a home loan to complete, and the User shall have no recourse against the Company in such circumstances.

Termination & Dispute Resolution

Either party may terminate this Agreement by giving the other 30 days' written notice (deemed given when the Broker's Account is cancelled), or no less than 5 Business Days' notice where the other party has been notified of a breach and not remedied it within 3 Business Days, commits a breach incapable of remedy, or repeatedly, wilfully or recklessly commits a breach. Access to the Platform ceases at the end of the Broker's billing cycle active at the expiry of the relevant notice period. Termination does not affect any accrued rights or remedies up to the date of termination.

If a dispute arises, either party may issue a Dispute Notice with full particulars, delivered within 10 Business Days of the dispute first occurring. Within 10 Business Days of that notice, authorised representatives of each party must meet (virtually or otherwise) and seek to resolve it. Court proceedings cannot be brought before this process is followed, except to seek urgent injunctive, interlocutory or declaratory relief. The parties must continue performing their obligations despite an ongoing dispute.

Electronic Communication & General

Notices, enquiries and complaints may be directed to the Company as set out in these Terms; correspondence will be sent to the details most recently provided, and it is the User's responsibility to keep these up to date. A consent, notice or communication is effective if sent electronically unless physical delivery is required by law. The User may not assign or create an interest in these Terms of Service; the Company may do so by giving written notice to the User.

These Terms of Service are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of its courts. Any clause found invalid or unenforceable is severable without affecting the remaining clauses. Headings are for convenience only; the singular includes the plural and vice versa; references to legislation include amendments and subordinate legislation; and references to a party include that party's successors, permitted substitutes and assigns.

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Emerald Edge AI Supplementary Terms

These Emerald Edge AI Supplementary Terms form part of the Agreement between you and Emerald Edge, and apply to your access and use of any Emerald Edge AI feature(s). By accessing or using Emerald Edge AI, you agree to these terms on behalf of the entity or organisation you represent.

1. Emerald Edge AI means any feature or functionality made available by Emerald Edge and labelled as Emerald Edge AI that utilises artificial intelligence, machine learning, or similar technologies.
2. AI Features. From time to time, Emerald Edge may introduce features that utilise Emerald Edge AI, developed by Emerald Edge and/or its third-party providers as part of the Service.
3. Your Data. Emerald Edge does not use your data, or permit others to use your data, to train machine learning models used to provide Emerald Edge AI or other large language models.
4. Fair Use. Your use of Emerald Edge AI is subject to fair usage restrictions. Emerald Edge may disable or degrade the performance of such features at its sole discretion.
5. Input and Output. You may provide input ("Input") to be processed by Emerald Edge AI and receive generated output ("Output") in return. Input and Output are your own data, and you are solely responsible for ensuring your Input, use, and Output do not violate any applicable law, these AI Terms or our Terms and Conditions, or infringe, violate, or misappropriate our rights or any third party's. Due to the nature of machine learning, Output may not be unique and may be the same or similar to output generated for other parties.
6. Licence. You authorise Emerald Edge and its third-party providers to process your data to provide the Output, including any Personal Information contained in your Input, for that purpose. You are solely responsible for any consequences arising from your disclosure of confidential, proprietary, personal or sensitive information through Emerald Edge AI, and agree to indemnify Emerald Edge against claims arising from such disclosure. You agree Emerald Edge may use sub-processors to provide Emerald Edge AI to you.
7. Use Restrictions. You may not use Emerald Edge AI or its Output to develop competing foundation or large-scale models; to mislead any person that Output was solely human-generated; to generate spam or electoral campaign content; or in a manner that violates any technical documentation, usage guidelines, or parameters.
8. Warranty Disclaimer. Emerald Edge makes no warranty as to results obtained from Emerald Edge AI or the accuracy of any information obtained through it, and use is at your sole risk. Emerald Edge does not warrant Outputs will not infringe third-party intellectual property rights. You should independently fact-check factual assertions in Output rather than relying on their apparent detail or specificity, and note that Emerald Edge AI cannot dynamically retrieve information or account for events occurring after the underlying model was trained. Emerald Edge AI cannot provide legal advice and is not a substitute for a lawyer.
9. Third-Party Provider Policies. You may not use Emerald Edge AI features in a manner that violates any applicable third-party provider policy, including OpenAI's Content Policy, Sharing and Publication Policy, and Community Guidelines.
10. Translate. Any "translated" Output is not an official legal translation and may not be valid for official purposes, may not meet legal requirements outside Australia, and is provided for informational purposes only. You are responsible for verifying accuracy and obtaining independent legal advice where necessary.

FinTrack

1. FinTrack is a Savings Tracker and Loan Tracker service (separate modules) that allows you to consolidate and track your financial information, available online through the Site. FinTrack performs periodic scans of statements for credit card accounts, bank accounts and other specified financial accounts ("User Accounts") to monitor for potentially unwanted or unauthorised charges such as hidden fees, billing errors, forgotten subscriptions, scams and fraud. Emerald Edge is a CDR Representative Data Recipient under the Consumer Data Right ("CDR") and uses a third-party software platform provided by Yodlee Inc ("Yodlee") to allow users to access their Account Information.
2. Emerald Edge enables your mortgage broker ("Broker") to access your data by creating an account and sending you an invitation link. By accepting that link and registering an account, you grant the Broker permission to read, view, analyse and edit your personal financial information and User Accounts data within your Emerald Edge account — though the Broker's ability to edit is limited and excludes any manipulation of connected bank accounts. The Broker's use of FinTrack is solely for internal business purposes, with the primary objective of servicing and assisting you with your financial needs.
3. Emerald Edge enters a separate contract with the Broker regulating the Broker's use of the Service; you will likewise have a separate contract with the Broker regulating their use of your personal financial information and User Accounts data.
4. FinTrack is provided as a tool to assist you in monitoring your User Accounts; Emerald Edge makes no guarantee that every questionable transaction will be identified.
5. FinTrack is not intended to provide tax, legal, financial planning, insurance, accounting, investment or other professional advice, and nothing on this site should be construed as an offer, solicitation, or recommendation regarding any purchase decision, security, insurance policy or investment strategy. You should consult an appropriate tax adviser or mortgage broker before acting on any suggestion or information on this site, and you alone are responsible for determining whether any financial or insurance strategy, product or service is appropriate for your circumstances.
6. The Broker's access to or use of FinTrack is not an endorsement of that Broker by Emerald Edge, nor a guarantee of that Broker's identity, quality or availability. You should verify the accuracy of any information obtained from the Broker, and are solely responsible for your own use of FinTrack and any information available through it.