Terms of Service

Last updated: [date to be inserted at launch]

1. About these terms

These Terms of Service ("Terms") are a legal agreement between you, the licensed mortgage broker or aggregator who creates an account ("Customer"), and the operator of RefNet (ABN 17 182 565 995) ("we", "us", "RefNet"). By creating an account or using the service, you accept these Terms in full.

If you are accepting on behalf of a company or other entity, you represent that you have authority to bind that entity, and "Customer" means that entity.

The operator of RefNet is Christopher Mark Hughes, an Australian sole trader (ABN 17 182 565 995) trading as "RefNet". You can contact us about these Terms at legal@refnet.com.au.

2. The service

RefNet is a multi-tenant software-as-a-service platform that lets mortgage brokers administer their own referrer programs under the National Consumer Credit Protection Act 2009 (Cth) Regulation 25 ("Reg 25").

The core features of the service are:

• A branded subdomain for each Customer, configurable with their own logo and colours.
• A referrer intake form through which the Customer's approved referrers can be onboarded, with the required Reg 25 written disclosure captured at the point of consent.
• A consent and disclosure rendering layer that presents the required Reg 25 terms to referrers and timestamps their acceptance in a server-authoritative record.
• A payout ledger that records referral fees owed by the Customer to their referrers and (in a subsequent phase) initiates payment via Stripe Connect from the Customer's connected Stripe account to each referrer.
• A referral status pipeline for tracking inbound referrals from lead through to outcome.

The service is software only. We do not manage the Customer's referrer relationships, supervise referrer conduct, or give any advice about the Customer's regulatory obligations.

3. Roles and responsibilities

The Customer is the holder of the Australian Credit Licence (ACL) and is the data controller for their referrer program. The Customer is responsible for the conduct of their referrer program, including the recruitment and supervision of referrers, the terms on which they pay referral fees, and compliance with Reg 25 and all other applicable laws and regulations.

RefNet supplies software only. It is not a credit licensee, does not provide credit assistance, and does not give credit or financial advice. We do not hold, apply for, or operate under an ACL. We do not participate in, or earn revenue from, any credit transaction between a consumer and the Customer or any other credit provider.

Customers remain solely responsible for:

• Ensuring their referrer program complies with Reg 25 and any ASIC guidance in force from time to time.
• The content of referrer disclosure documents configured in the platform.
• The accuracy and completeness of payout amounts recorded in the ledger.
• Obtaining any applicable tax registration and meeting withholding or reporting obligations in respect of payments to referrers.
• Ensuring referrers who submit leads to the platform have obtained any required consent from consumers whose personal information is submitted.

4. Acceptable use

Customers agree to use the platform solely as software to administer an NCCP Reg 25 compliant referrer program operated under their own ACL.

Customers must not:

• Use the platform to provide credit assistance to consumers, whether directly or by configuring intake forms to solicit credit applications or conduct consumer eligibility or credit assessment.
• Configure or promote the platform as a consumer-facing comparison service, loan marketplace, or matching engine between consumers and credit providers.
• Invite or permit referrers who do not operate Reg 25-eligible referral activity as genuinely incidental to a principal non-referral business.
• Earn or charge fees calculated as a percentage of settled loan value or loan amount through the platform — the platform is priced on a flat-fee basis for this reason (see Section 5).
• Use the platform for any unlawful purpose or in violation of any applicable Australian law or regulation.
• Attempt to circumvent, disable, or interfere with any security or access control feature of the platform.
• Resell or white-label the platform to other credit licensees without prior written agreement with us.

We may suspend or terminate access if we believe, in our reasonable opinion, that a Customer's use of the platform creates material regulatory risk for the platform or for consumers.

5. Fees

AUD $99 per broker per month, plus a flat fee of AUD $2 per payout. RefNet is not currently registered for GST, so no GST is charged. RefNet never charges a percentage of any payout — by principle and by regulation.

Referrer seats are included at no additional charge. There is no limit on the number of referrers a Customer may add to their program.

RefNet is not currently registered for GST. No GST is charged on the subscription or per-payout fees. If RefNet becomes registered for GST, it will apply GST to future invoices in accordance with Section 12 and notify Customers in advance.

Pricing may be updated from time to time in accordance with Section 12. Any price increase will be notified at least 30 days in advance and will not take effect until the start of the following billing period.

6. Payments

Subscription fees are billed monthly in advance via Stripe. Customers must maintain a valid payment method on file. If payment fails and is not resolved within seven days of notice, we may suspend access to the service.

Payout fees (AUD $2 per payout) are charged when the Customer marks a payout as initiated in the platform ledger.

The payout rail operates through Stripe Connect. In the current phase of the product, the platform records payouts due from the Customer to their referrers but does not automatically initiate transfers. The Customer is responsible for reviewing and initiating payments. In a subsequent phase, the platform will initiate transfers directly from the Customer's connected Stripe account to each referrer's nominated bank account on the Customer's instruction; additional Stripe Connect terms will apply at that time.

The platform does not hold Customer funds or referrer funds at any time. All funds in transit pass through Stripe's regulated payment infrastructure.

Payout fees: liability, payout freeze, and tax invoices

The following apply specifically to the flat AUD $2 per-payout fee described in Section 5:

• The fee is owed per payout, regardless of later collection. The $2 fee is incurred at the time the Customer initiates each payout through the platform's integrated payment rails (Stripe Connect), and remains owed by the Customer even if a subsequent attempt to charge the Customer's payment method fails or the Customer removes their card. A failed or declined charge does not extinguish a fee already incurred.
• We may freeze payout initiation, and suspend for repeated non-payment or fee-avoidance. Where the Customer's billing is in arrears, we may temporarily prevent the Customer from initiating new platform-rail payouts until billing is brought current. For repeated non-payment, or where we reasonably consider the Customer is acting to avoid payout fees, we may suspend the account. We will give the Customer notice and a reasonable opportunity to bring billing current before suspending, except where immediate action is reasonably required. Freezing payout initiation affects only the Customer's ability to start a payout through the platform — it does not take, hold, or seize any referrer's funds, which remain under the Customer's control.
• Receipts and invoices. We will make available a record of payout fees charged. If RefNet becomes registered for GST, we will issue compliant Australian tax invoices showing the GST component to support the Customer's own GST input tax credit claims.

7. Intellectual property

Platform. RefNet and all underlying software, infrastructure, documentation, and design are owned by us or our licensors. We grant each Customer a non-exclusive, non-transferable, revocable licence to access and use the platform during the subscription term, solely for the purposes set out in these Terms.

Customer data and branding. The Customer retains all ownership of their own data (including referrer records, referral records, and payout records) and their branding assets uploaded to the platform. We claim no intellectual property rights in Customer data or branding.

Feedback. If a Customer provides feedback or suggestions about the platform, we may use that feedback without any obligation or compensation to the Customer.

8. Privacy and data

Our collection, use, storage, and handling of personal information is governed by our Privacy Policy, which forms part of these Terms.

By using the platform, the Customer acknowledges that personal information about their referrers and (where submitted through the referral intake form) consumers will be processed in accordance with the Privacy Policy. Customers are responsible for ensuring that their referrers have obtained any required consent from consumers before submitting consumer personal information through the platform.

9. Warranties and liability

We will provide the service with reasonable care and skill and will make commercially reasonable efforts to maintain availability.

Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you may have under the Australian Consumer Law or any other law that cannot lawfully be excluded or limited. Where the law permits us to limit our liability for breach of a non-excludable guarantee, our liability is limited, at our option, to re-supplying the affected service or paying the cost of having it re-supplied.

Exclusion of indirect loss. To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, or consequential loss, or for any loss of profit, revenue, goodwill, business opportunity, or data, however arising (whether in contract, in tort including negligence, under statute, or otherwise), even if the loss was foreseeable.

Liability cap. Subject to the Australian Consumer Law paragraph above, our total aggregate liability to a Customer for all claims arising out of or in connection with these Terms or the service is capped at the total fees paid by that Customer to us in the twelve (12) months immediately before the event giving rise to the liability.

No warranty of compliance. The platform is provided to assist Customers in administering their own referrer programs. We do not warrant that using the platform will, of itself, ensure compliance with Reg 25, ASIC guidance, the Privacy Act 1988 (Cth), or any other law. Each Customer is responsible for its own regulatory compliance and for obtaining its own legal advice about its obligations.

10. Term and termination

These Terms commence on the date the Customer creates an account and continue on a month-to-month basis until terminated.

Either party may terminate by giving notice at any time. If the Customer terminates, access continues until the end of the current paid billing period and no partial refund is issued. If we terminate for cause (material breach of these Terms, non-payment, or where we reasonably consider continued service creates regulatory risk), we may terminate immediately on notice.

On termination:

• We will make the Customer's data available for export in a standard format for a period of 30 days after the termination effective date.
• After that 30-day export window, we will delete Customer data from production systems in accordance with our data retention schedule described in the Privacy Policy.
• We will promptly destroy or return any Customer branding assets held in the platform.

If a Customer asks, we will confirm in writing once their data has been deleted from production systems following the 30-day export window.

11. Governing law

These Terms are governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland and of the courts able to hear appeals from them.

Before starting court proceedings (other than for urgent injunctive relief), the parties will first try in good faith to resolve any dispute by discussion and, failing that, by mediation administered by a recognised Australian dispute-resolution body, with each party bearing its own costs and sharing the mediator's fee equally. Nothing in this clause prevents a party from seeking urgent interlocutory relief.

12. Changes to these terms

We may update these Terms from time to time. For material changes — including changes to fees, data handling, or the scope of the service — we will give at least 30 days' notice by email to the account contact address and by displaying a notice in the platform dashboard.

If a Customer continues to use the platform after the effective date of updated Terms, they are taken to have accepted the updated Terms. If a Customer does not accept a material change, they may terminate under Section 10 before the change takes effect.

Changes to correct typographical errors, update legal citations, or reflect minor product clarifications may take effect immediately.

13. Feedback board

The feature-feedback board is a shared space visible to all RefNet users. By posting, you agree that your submission is visible to other users (anonymised to your peers), may be retained and acted on at our discretion, and grants us a non-exclusive right to use the feedback to operate and improve the service. You must not post personal information about any client or consumer, or any unlawful, infringing, or confidential content. We may edit, reorder by votes, change the status of, or remove any submission.