Referral Partner Terms & Conditions

1.1 These Terms form a binding agreement between you and us from the earliest of: (a) the time you indicate your acceptance of these Terms during partner onboarding (for example, by ticking a box or clicking to accept in the Splendid Platform or an onboarding form); (b) the time you submit your first Referral to us; and (c) the time you first use the Splendid Platform (including logging in), in each case after these Terms have been made available to you. Your continued use of the Splendid Platform, or continued submission of Referrals, after these Terms have been made available to you is acceptance of these Terms. By accepting these Terms, you also agree to the Platform Terms, which govern your access to and use of the Splendid Platform.

1.2 If you accept these Terms on behalf of a business, you, in your individual capacity, warrant that you are authorised to bind that business to these Terms, and references to “you” are references to that business.

1.3 You must give us accurate Partner Details during onboarding and tell us promptly in writing if any of them change.

3.1 During the Term, you may introduce Referrals to us in accordance with the Referral Process, whether yourselves or through your Personnel.

3.2 You will:

1. (a)obtain the Referral’s consent to their name and contact details being provided to us;
2. (b)provide us with the Referral within 1 Business Day of collecting their contact details;
3. (c)disclose to the Referral any benefits you may receive for introducing them to us; and
4. (d)comply with this Agreement and all applicable Laws relating to your conduct when engaging with the Referrals.

3.3 You will not:

1. (a)require the Referral to pay any fees for introducing them to us; or
2. (b)suggest or propose any particular financial products or services in the course of collecting the Referral’s contact details, including providing recommendations or statements of opinion about financial products or services.

3.4 You acknowledge and agree that:

1. (a)you will operate within the limitations set out in clauses 3.2 and 3.3 when providing Referrals;
2. (b)we will not request or require you to act in any manner inconsistent with clauses 3.2 and 3.3; and
3. (c)it is our sole responsibility to assess the suitability of any Referral, and to enter into any relevant legal arrangement with each Referral.

3.5 Referral Process: each Referral must be submitted to us as follows:

1. (a)the minimum information requirements for a valid Referral are:
   1. (i)primary contact name; and
   2. (ii)contact phone number, with any further information to be collected by us directly from the referred client;
2. (b)we will acknowledge receipt of each Referral within 1 Business Day;
3. (c)if a Referral lacks the required information, we will notify you of the missing information within 1 Business Day and you will have 5 Business Days to provide it, and the Referral will not be considered submitted until all required information is provided;
4. (d)before we can collect detailed financial information or supporting documents from any Referral, the referred client must execute the Privacy Consent, which will be facilitated via DocuSeal or a similar electronic signature platform;
5. (e)you acknowledge that we cannot progress any application without an executed Privacy Consent and this may impact settlement timeframes;
6. (f)Referrals submitted via the Splendid Platform will be automatically timestamped. Email Referrals will be deemed submitted at the time received by our server; and
7. (g)you must not collect or forward sensitive financial documents (bank statements, tax returns, financial statements) directly. These must be collected by us after the Privacy Consent has been executed.

3.6 Subject to clause 3.5(c), each Referral will be deemed to be introduced by you to us as soon as we receive the contact details of the Referral from you.

3.7 Duplicate Referrals:

1. (a)where the same client is referred by multiple partners, the first Referral received (based on timestamp) will be entitled to the Referral Fee;
2. (b)a Referral for the same client for the same loan within 6 months of a previous Referral will be considered a duplicate;
3. (c)we will notify all referring partners within 2 Business Days if their Referral is a duplicate;
4. (d)the client may nominate their preferred partner by written notice (email acceptable) to us, in which case the nominated partner will receive the Referral Fee; and
5. (e)such client nomination must be received before loan application to be effective.

3.8 No exclusivity:

1. (a)this Agreement is non-exclusive. Subject to clause 3.8(d), nothing in this Agreement requires you to refer Business Finance opportunities only to us, or to refer any minimum number of Referrals to us, and you may refer Business Finance opportunities to any other broker, lender or finance provider;
2. (b)we are not exclusive to you and may enter into similar referral arrangements with any third parties;
3. (c)we may receive referrals for the same clients from multiple sources and will handle these in accordance with clause 3.7 (Duplicate Referrals); and
4. (d)once you have referred a client to us, you must not refer that client to any other broker, lender or finance provider for the same finance requirement unless we have not obtained an offer or approval of finance from a lender for that client within 1 month after the Referral is submitted under clause 3.5, in which case you may refer that client elsewhere for that requirement.

4.1 Where you elect to use the Splendid Platform:

1. (a)we will arrange for login credentials to be provided within 3 Business Days of the Commencement Date;
2. (b)access to the Platform is provided by our related entity, the Platform Operator, under the Platform Terms, which you agree to comply with;
3. (c)you acknowledge that the Platform is operated by the Platform Operator and not by us;
4. (d)we remain solely responsible for all Referral Fees and obligations under this Agreement regardless of Platform usage;
5. (e)Platform unavailability does not affect your ability to submit Referrals via agreed alternative methods (email); and
6. (f)any dispute regarding Referrals or Referral Fees remains solely between you and Splendid Business Finance Solutions Pty Ltd.

4.2 Training and support:

1. (a)we will provide Platform training at your request;
2. (b)ongoing support is available via email during business hours; and
3. (c)we will notify you of any material Platform changes that impact you with reasonable notice.

4.3 Role of the Platform Operator: the Platform Operator is a party to this Agreement only in relation to your access to and use of the Splendid Platform. Accordingly:

1. (a)your referral relationship, including all rights and obligations relating to Referrals, Referral Fees, Commercial Terms, Sales Reports and payments, is solely with us, and the Platform Operator has no obligation or liability to you in relation to those matters;
2. (b)the Platform Operator’s obligations to you, and its liability, in relation to the Platform are as set out in the Platform Terms;
3. (c)the Platform Operator may rely on and enforce clauses 4, 7 and 8 as if references to “we”, “us” and “our” in those clauses included the Platform Operator; and
4. (d)if there is any inconsistency between the Platform Terms and these Terms, the Platform Terms prevail in relation to your access to and use of the Platform, and these Terms prevail in all other respects, including in relation to Referrals and Referral Fees.

5.1 We will pay you a Referral Fee only on loans from your Referrals that reach Settlement and for which we receive commission from the lender. The Referral Fee is calculated in accordance with your Commercial Terms (which, unless your Commercial Terms say otherwise, is a share of the Gross Revenue derived from the Commercial Transaction with a Referral, at the rate for the tier that applies to you on the date of Settlement, based on your settled loan volume and value), and is calculated on the commission we actually receive, at the time we receive it.

5.2 Your Commercial Terms are agreed between you and us before or when you accept these Terms and are shown in your Partner Dashboard. Your Commercial Terms form part of this Agreement but are not published on this page, and are Confidential Information of each Party.

5.3 Changes to Commercial Terms: we may change your Commercial Terms from time to time by giving you at least 30 days’ notice in your Partner Dashboard or by email. A change that is solely in your favour may take effect on notice. Any change:

1. (a)applies only to Referrals submitted on or after the date the change takes effect;
2. (b)does not affect the Referral Fee payable for Referrals submitted before that date; and
3. (c)if you do not agree with it, entitles you to terminate this Agreement by written notice to us before the change takes effect, in which case clause 12.4 applies.

5.4 Clawbacks: a lender may claw back (reclaim) all or part of the commission it has paid us, for example where the loan is repaid, refinanced or discharged early, or falls into arrears or default, within a period set by the lender. If a lender claws back commission from us at any time and for any reason:

1. (a)the Referral Fee attributable to the clawed-back commission is reduced or cancelled accordingly, whether that Referral Fee has been earned but not yet paid, or has already been paid to you;
2. (b)where that Referral Fee has already been paid, you must refund the corresponding portion of it to us;
3. (c)we may deduct any amount you owe us under this clause from Referral Fees otherwise payable to you, and will show the clawback and any deduction in your Sales Report; and
4. (d)to the extent an amount is not recovered by deduction, you must pay it to us within 30 days of our written request.

This clause 5.4 survives the termination or expiry of this Agreement.

5.5 Commission exclusions: no Referral Fee is payable where:

1. (a)the client was an existing Splendid client (having applied for finance through Splendid in the preceding 12 months);
2. (b)the client proceeds directly with a lender without Splendid’s involvement;
3. (c)the client engages another broker after your introduction, or you refer the client to another broker, lender or finance provider for the same finance requirement in breach of clause 3.8(d);
4. (d)the loan does not proceed to Settlement for any reason, including where the loan is approved but the client does not accept it;
5. (e)the loan settles but the lender pays no commission to us, including where a facility on which the lender pays commission only when funds are drawn (such as a line of credit or overdraft) is not drawn down. Where only part of such a facility is drawn, the Referral Fee is calculated on the commission we actually receive;
6. (f)the lender does not pay commission to us for any other reason;
7. (g)the Referral is for consumer/personal finance;
8. (h)the client withdraws consent for Splendid to act;
9. (i)the client refuses to execute the Privacy Consent;
10. (j)the finance application is declined and no alternative funding is secured; or
11. (k)the Referral was not submitted in accordance with the Referral Process.

5.6 Promptly following:

1. (a)the end of each month during the Term; and
2. (b)the last day of the Term,

we will make available to you in your Partner Dashboard a statement setting out the details of any applicable Referral Fees payable by us to you, for the immediately preceding period (Sales Report).

5.7 Following the receipt of the Sales Report, you agree to issue an invoice to us for the applicable Referral Fees.

5.8 We agree to pay you the applicable Referral Fee in respect of each Referral you introduce to us, in accordance with the following payment terms (Payment Terms):

1. (a)all Referral Fees and percentages are exclusive of GST;
2. (b)payments will be made within 30 days of the end of the month in which we receive the relevant commission from the lender; and
3. (c)a valid tax invoice from you is required for payment.

5.9 If any payment has not been made in accordance with the Payment Terms, you may (at your absolute discretion, and without prejudice to any of your rights or remedies under this Agreement or at Law):

1. (a)after a period of 5 Business Days from the relevant due date, cease providing Referrals to us, and recover, as a debt due and immediately payable from us, your reasonable additional costs of doing so (including all recovery costs); and/or
2. (b)charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.

5.10 When applicable, GST payable will be clearly shown on your invoices. We agree to pay you an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6.1 Both Parties agree to keep proper financial and other records of account in connection with this Agreement, the Referrals, and the Commercial Transactions, including:

1. (a)details of transactional activities or events undertaken between you or us and any Referral;
2. (b)financial, accounting and billing information to enable you to determine any amounts that may be payable under this Agreement; and
3. (c)all information in relation to the total revenue obtained under any Commercial Transaction between us and a Referral,

(Records).

6.2 We agree to provide you with a copy of any Records at the times and in the manner as may be reasonably requested by you.

6.3 If we refuse or fail to comply with clause 6.2, we grant you the right to, or to appoint a third party auditor to, inspect our Records in order to enable you to assess our compliance with our obligations under this Agreement, and the accuracy of any Sales Reports issued by us.

6.4 Should any audit or inspection reveal that there has been an underpayment of Referral Fees, we agree to pay you those outstanding Referral Fees and any costs associated with the audit or inspection, as a debt due and immediately payable.

6.5 You reserve the right to audit our records relating to the Referrals and resulting Commercial Transactions at any time during the Term and for a period of 6 months following the termination or expiry of this Agreement. Such audits will be conducted during normal business hours, upon reasonable notice, and no more than once per calendar month unless you have reasonable grounds to suspect a discrepancy.

7.1 As between the Parties:

1. (a)we own all Intellectual Property Rights in Our Materials;
2. (b)you own all Intellectual Property Rights in Your Materials; and
3. (c)nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

7.2 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the Term, to use Our Materials that we provide to you, solely for your use to refer Referrals to us, as contemplated by this Agreement.

7.3 If we or any of our Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, we agree to (and will procure that our Personnel) consent to your use or infringement of those Moral Rights.

7.4 This clause 7 will survive termination or expiry of this Agreement.

8.1 Each Receiving Party agrees:

1. (a)not to disclose the Confidential Information of the Disclosing Party to any third party (subject to clause 8.1(c));
2. (b)to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
3. (c)to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with this Agreement, provided those Personnel keep the Confidential Information confidential in accordance with this clause 8; and
4. (d)to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.

8.2 The obligations in clause 8.1 do not apply to Confidential Information that:

1. (a)is required to be disclosed for the Parties to comply with their obligations under this Agreement;
2. (b)is authorised in writing to be disclosed by the Disclosing Party;
3. (c)is in the public domain or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or
4. (d)must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.

8.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 8. A Party is entitled to seek an injunction, or any other remedy available at Law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 8.

8.4 This clause 8 will survive the termination of this Agreement.

9.1 Despite anything to the contrary, to the maximum extent permitted by Law:

1. (a)neither Party will be liable for Consequential Loss;
2. (b)a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
3. (c)our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Referral Fees paid by us to you in the 12 months preceding the day on which the matter occurred that gave rise to the relevant Liability.

9.2 This clause 9 will survive the termination or expiry of this Agreement.

10.1 Each Party warrants that:

1. (a)it has full power and authority to enter into this Agreement; and
2. (b)entering into this Agreement will not breach any other agreement by which it is bound.

10.2 You additionally warrant that:

1. (a)you have obtained appropriate consent from clients before sharing their basic contact information for Referral purposes;
2. (b)you understand that detailed financial information requires a separate Privacy Consent to be arranged by us;
3. (c)all Referrals comply with the Privacy Act 1988 (Cth) and anti-spam legislation;
4. (d)you hold any licences required for your referral activities;
5. (e)you will not make any false or misleading representations about our services; and
6. (f)you will disclose to clients any Referral Fee you may receive.

11.1 Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if it were an “APP entity” as defined in the Privacy Act 1988 (Cth)), and any other applicable Law relating to the privacy of information. Each Party further agrees to only use information about Referrals it obtains from the other Party solely for the purpose for which it was disclosed, and to keep such information secure and protect it from unauthorised use or disclosure.

11.2 You acknowledge that:

1. (a)detailed financial information cannot be collected without an executed Privacy Consent;
2. (b)you must not collect or forward sensitive documents (bank statements, tax returns, financial statements) directly. These must be collected by us after the Privacy Consent is obtained;
3. (c)initial Referral information should be limited to basic business and contact details; and
4. (d)you must inform clients that they will need to provide consent for credit checks and document collection.

11.3 Anti-money laundering and counter-terrorism financing: both Parties must:

1. (a)comply with all applicable AML/CTF laws;
2. (b)not knowingly refer or accept any client suspected of money laundering or terrorism financing;
3. (c)provide reasonable assistance with any KYC requirements; and
4. (d)immediately notify the other Party of any suspicious activities.

12.1 This Agreement commences on the Commencement Date and will continue for 12 months (Initial Term).

12.2 This Agreement will automatically renew for successive 12-month periods unless either Party provides at least 60 days’ written notice of non-renewal before the end of the current term.

12.3 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

1. (a)the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
2. (b)(to the extent permitted under the Corporations Act 2001 (Cth)) any step is taken to enter into any arrangement between the Defaulting Party and its creditors, any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the whole or any part of the Defaulting Party’s assets or business, the Defaulting Party is bankrupt, or the Defaulting Party is unable to pay its debts as they fall due.

12.4 Upon expiry or termination of this Agreement:

1. (a)no new Referrals will be accepted;
2. (b)Referral Fees remain payable for all Referrals submitted before termination that settle within 3 months of termination;
3. (c)you must immediately cease representing yourself as a Splendid referral partner;
4. (d)all access to the Splendid Platform will be revoked within 2 Business Days; and
5. (e)we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 8.

12.5 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

12.6 This clause 12 will survive the termination or expiry of this Agreement.

13.1 Changes to these Terms: we may update these Terms from time to time by publishing the updated Terms on this page and notifying you at least 30 days before they take effect (by email or in your Partner Dashboard). Updated Terms do not apply to Referrals submitted before they take effect. If you do not agree with the updated Terms, you may terminate this Agreement by written notice to us before they take effect, in which case clause 12.4 applies. Changes to your Commercial Terms are made under clause 5.3. The Platform Operator may update the Platform Terms in accordance with the Platform Terms. Otherwise, this Agreement may only be amended in writing agreed by both Parties.

13.2 Assignment: a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

13.3 Disputes: a Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 13.3. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:

1. (a)where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Melbourne, Victoria, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation; or
2. (b)where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

13.4 Force Majeure: neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

1. (a)as soon as reasonably practical, notifies the other Party in writing of details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
2. (b)uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

13.5 Governing Law: this Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

13.6 Notices: any notice given under this Agreement must be in writing and addressed to us at the address set out at the start of these Terms or partners@splendidfi.com, and to you at the postal or email address in your Partner Details, or in either case the relevant address last notified by the recipient in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

13.7 Publicity: despite clause 8, each Party may advertise or publicise the existence and broad nature of the referral relationship between the Parties. However, a Party must not reveal your Commercial Terms or the amount of Referral Fees generated under this Agreement unless required by Law.

13.8 Relationship of Parties: this Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

13.9 Subcontracting: despite clause 13.2, we may subcontract any part of the Referral Process without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.

13.10 Insurance: each Party must maintain during the Term:

1. (a)public liability and professional indemnity insurance at the levels required by any professional body, licensee or aggregator of which it is a member or under which it operates or, where none applies, at levels appropriate to its activities; and
2. (b)workers compensation insurance as required by law.

Evidence of insurance must be provided upon request.