Referral Partner Agreement

REFERRAL PARTNER AGREEMENT

This agreement is made between:

McNaughton Family Co Pty Ltd ATF McNaughton Family Trust (ABN: 90 732 203 952)
Credit Representative 575841 of Connective Credit Services Pty Ltd, Australian Credit Licence 389328 (ABN 51 143 651 496)
Director: Melanie McNaughton
Address: 1/4-6 Gilbert Street, Torquay VIC 3228
Website: mortgagefinanceadvisory.com.au
Phone: 03 9020 2699
Email: hello@mortgagefinanceadvisory.com.au
("The Mortgage Broker")

AND

The Referral Partner (as detailed in this application)
("The Referrer")

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires:

• "Commission" means the commission paid by a Lender to The Mortgage Broker upon successful drawdown of a finance facility
• "Drawdown" means the date funds are advanced by the Lender to the Client
• "Lender" means any financial institution that provides credit to a Referred Client
• "Referral Fee" means the fee payable to The Referrer as outlined in clause 2
• "Referred Client" means any client introduced to The Mortgage Broker by The Referrer
• "Business Day" means a day that is not a Saturday, Sunday or public holiday in the relevant state or territory

2. Referral Fee Structure

2.1 Payment Terms:

• The Referral Fee is payable only upon successful drawdown of the Referred Client's finance facility
• Payment will be made within 30 Business Days of The Mortgage Broker receiving the upfront commission from the Lender
• All Referral Fees are exclusive of GST. Where GST applies, it will be added to the Referral Fee
• The Referrer must provide a valid tax invoice prior to payment being made
• No Referral Fee is payable for applications that do not proceed to drawdown
• The Referral Fee is calculated only on upfront commission and does not include trail commission

2.2 Payment Method: All payments will be made via electronic funds transfer to the bank account nominated by The Referrer in this Agreement.

3. Referrer's Obligations

3.1 The Referrer warrants and agrees to:

• Only refer clients who have provided explicit informed consent to the referral
• Disclose this referral arrangement to Referred Clients prior to making the referral, where legally required
• Provide complete and accurate information about Referred Clients to The Mortgage Broker
• Not make any representations, promises, or guarantees regarding loan approval, interest rates, loan terms, or The Mortgage Broker's services
• Not engage in any conduct that could breach the National Consumer Credit Protection Act 2009 (Cth) ("NCCP Act")
• Not provide credit assistance or engage in credit activities unless appropriately licensed under the NCCP Act
• Maintain professional standards in all dealings with clients and The Mortgage Broker
• Not disparage or make negative statements about The Mortgage Broker's business or services
• Immediately notify The Mortgage Broker of any material changes to information provided in this Agreement
• Comply with all applicable laws including privacy laws, anti-money laundering laws, and professional conduct standards

3.2 Prohibited Conduct: The Referrer must not:

• Accept or solicit any additional payment or benefit from the Referred Client in connection with the referral
• Engage in any deceptive, misleading, or unconscionable conduct in relation to referrals
• Make any representations about The Mortgage Broker's services without prior written approval
• Use The Mortgage Broker's name, logo, or branding without express written consent

4. The Mortgage Broker's Obligations

4.1 The Mortgage Broker agrees to:

• Provide professional finance advisory services to all Referred Clients in accordance with the NCCP Act and Australian Securities and Investments Commission (ASIC) guidelines
• Act in the best interests of Referred Clients at all times
• Maintain appropriate Australian Credit Licence and professional indemnity insurance
• Pay Referral Fees in accordance with clause 2 of this Agreement
• Keep The Referrer informed of application progress (subject to client consent and privacy obligations)
• Handle all client information in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles
• Maintain accurate records of all referrals and payments made under this Agreement

4.2 The Mortgage Broker reserves the right to decline any referral at its sole discretion.

5. Clawback Provisions

5.1 If a Referred Client's finance facility is:

• Discharged, refinanced, or terminated within 24 months of drawdown; and
• The Lender requires The Mortgage Broker to refund all or part of the upfront commission;

Then The Referrer agrees to refund to The Mortgage Broker the proportionate share of the Referral Fee within 14 days of receiving written notice and invoice from The Mortgage Broker.

5.2 The proportionate refund will be calculated based on the amount The Mortgage Broker is required to refund to the Lender.

5.3 If The Referrer fails to refund the amount within 14 days, The Mortgage Broker may offset the amount owed against future Referral Fees payable to The Referrer.

6. Confidentiality and Privacy

6.1 Confidential Information: Both parties agree to:

• Keep confidential all information relating to clients, business operations, and commercial terms
• Not disclose confidential information to any third party without prior written consent
• Use confidential information solely for the purpose of fulfilling obligations under this Agreement
• Return or destroy all confidential information upon termination of this Agreement

6.2 Privacy Compliance: Both parties must:

• Comply with the Privacy Act 1988 (Cth) and Australian Privacy Principles
• Only collect, use, and disclose personal information for the purposes of making and processing referrals
• Implement appropriate security measures to protect personal information
• Not use client information for direct marketing without appropriate consent

7. Compliance and Regulatory Requirements

7.1 NCCP Act Compliance: The Referrer acknowledges that:

• Providing credit assistance or engaging in credit activities without appropriate licensing is prohibited under the NCCP Act
• Making referrals for a fee may constitute a credit activity in certain circumstances
• The Referrer is responsible for ensuring their activities comply with all applicable laws
• The Referrer should seek independent legal advice regarding their obligations under the NCCP Act

7.2 Anti-Money Laundering (AML): Both parties must:

• Comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth)
• Implement appropriate customer identification and verification procedures
• Report any suspicious matters as required by law
• Maintain required AML/CTF records

7.3 Professional Standards: The Referrer must maintain all professional registrations, memberships, and insurance required for their profession.

8. Indemnity and Liability

8.1 The Referrer indemnifies and holds harmless The Mortgage Broker, its directors, employees, and agents against any:

• Loss, damage, liability, cost, or expense arising from any misrepresentation, breach of warranty, or breach of this Agreement by The Referrer
• Claims arising from The Referrer's provision of unlicensed credit assistance or credit services
• Penalties, fines, or sanctions imposed on The Mortgage Broker arising from The Referrer's conduct
• Legal costs incurred in defending any claim arising from The Referrer's conduct

8.2 The Mortgage Broker's maximum liability under this Agreement is limited to the total Referral Fees paid to The Referrer in the 12 months preceding the event giving rise to liability.

8.3 Neither party is liable for any indirect, consequential, or special damages including loss of profits, loss of business, or loss of opportunity.

9. Insurance

9.1 The Mortgage Broker maintains professional indemnity insurance as required by ASIC Regulatory Guide 126.

9.2 The Referrer warrants that they maintain appropriate professional indemnity insurance for their own business activities with a minimum coverage of $[Amount] per claim.

10. Exclusivity and Non-Solicitation

10.1 Non-Exclusive: This Agreement is non-exclusive. The Referrer may refer clients to other mortgage brokers or finance providers, and The Mortgage Broker may engage multiple referral partners.

10.2 Non-Solicitation: During the term of this Agreement and for 12 months following termination, The Referrer agrees not to directly solicit or approach any client that has been referred under this Agreement to arrange finance through any other broker or lender without The Mortgage Broker's prior written consent.

11. Term and Termination

11.1 Term: This Agreement commences on the date of execution and continues until terminated by either party.

11.2 Termination: Either party may terminate this Agreement by providing 30 days written notice to the other party.

11.3 Immediate Termination: The Mortgage Broker may terminate this Agreement immediately without notice if:

• The Referrer breaches any material term of this Agreement
• The Referrer engages in unlicensed credit activities
• The Referrer becomes insolvent or bankrupt
• The Referrer's professional license or registration is suspended or cancelled
• The Referrer engages in illegal, fraudulent, or unethical conduct

11.4 Effect of Termination:

• Referral Fees for clients referred prior to termination remain payable upon drawdown
• All confidential information must be returned or destroyed
• Clauses relating to confidentiality, indemnity, and clawback survive termination
• The Referrer must cease using any of The Mortgage Broker's branding or materials

12. Independent Contractor Relationship

12.1 The Referrer is an independent contractor and not an employee, agent, partner, or joint venturer of The Mortgage Broker.

12.2 The Referrer:

• Has no authority to bind or represent The Mortgage Broker
• Is responsible for their own tax obligations including GST, income tax, and superannuation
• Is responsible for their own insurance, workers compensation, and professional indemnity
• Will not hold themselves out as an employee or representative of The Mortgage Broker

13. GST

13.1 All amounts payable under this Agreement are exclusive of GST.

13.2 Where GST applies to a supply under this Agreement, the recipient must pay the GST amount in addition to the amount otherwise payable.

13.3 The supplier must provide a valid tax invoice before payment is required.

14. Records and Audit

14.1 The Mortgage Broker will maintain accurate records of all referrals and payments made under this Agreement for a period of 7 years.

14.2 The Referrer may, upon reasonable notice, request a statement of referrals and payments made in any given period.

15. Dispute Resolution

15.1 Good Faith Negotiation: The parties agree to attempt to resolve any disputes through good faith negotiation within 14 days of written notice of the dispute.

15.2 Mediation: If the dispute is not resolved through negotiation, the parties agree to submit to mediation before an independent mediator agreed between the parties.

15.3 Legal Proceedings: If mediation is unsuccessful within 60 days, either party may commence legal proceedings.

15.4 Costs: Each party bears their own costs of dispute resolution unless otherwise ordered by a court or agreed in writing.

16. Variations

16.1 This Agreement may only be varied by written agreement signed by both parties.

16.2 The Mortgage Broker may vary the Referral Fee structure by providing 60 days written notice to The Referrer. Such variations apply to referrals made after the notice period.

17. Notices

17.1 All notices under this Agreement must be in writing and sent to the address or email provided by each party.

17.2 Notices are deemed received:

• If delivered in person: on the date of delivery
• If sent by email: 24 hours after sending (unless sender receives delivery failure notification)
• If sent by post: 5 Business Days after posting

18. Assignment

18.1 The Referrer may not assign, transfer, or novate this Agreement without The Mortgage Broker's prior written consent.

18.2 The Mortgage Broker may assign this Agreement to any related entity or successor in business.

19. Severability

19.1 If any provision of this Agreement is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

20. Waiver

20.1 No waiver of any provision or breach of this Agreement is effective unless in writing and signed by the waiving party.

20.2 A waiver of any breach does not constitute a waiver of any subsequent breach.

21. Entire Agreement

21.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, representations, or agreements.

21.2 The parties acknowledge that they have not relied on any representation or warranty not expressly set out in this Agreement.

22. Governing Law

22.1 This Agreement is governed by the laws of Victoria, Australia.

22.2 The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

23. Counterparts

23.1 This Agreement may be executed in counterparts, each of which is deemed an original and all of which constitute one and the same agreement.

23.2 Electronic signatures are valid and binding for all purposes.