Broker Agreement BETWEEN. Mortgage Australia Group Pty Ltd (ABN ) of 93 Taittinger Grove, The Vines WA 6069 (referred to as MAG ) AND

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1 Broker Agreement BETWEEN Mortgage Australia Group Pty Ltd (ABN ) of 93 Taittinger Grove, The Vines WA 6069 (referred to as MAG ) AND Registration Details ABN Number: Company Name: Trading as: Contact Person: (Business name) Address: Postal Address: Home Postcode: (No P O Boxes allowed) (P O Boxes allowed) (Your Exclusive Area) Telephone: Facsimile: Mobile: Bank Name: (for Commissions) BSB: Account Number: (referred to as the Broker ) - 1 -

2 BACKGROUND A. MAG is actively involved in the business of finance and mortgage broking / facilitation; B. The Broker wishes to introduce loans to MAG on the terms set out in this Agreement; THE PARTIES COVENANT AND AGREE AS FOLLOWS: 1.0 DEFINITIONS AND INTERPRETATION Definitions In this Agreement and in any instrument created pursuant to or in accordance with it, unless the context otherwise indicates or requests; Applicant means an applicant (including joint applicants) for Finance; Application means the Lender s document and supporting documentation completed by the Applicant; Area means the postcode defined region that the Broker s primary residential address is located. Business Day means the day on which MAG is open for business in Perth; Commencement Date means the date of this Agreement; Broker means the Broker, its principals, employees, officers and Agents; Lender means the Bank, Building Society, or any other financial institution to which an application is submitted; Lodge Direct with Lender means the Broker lodges their loans direct with the Lender; MFAA means the Mortgage and Finance Association of Australia. FBAA means the Finance Brokers Association of Australia. Settlement means the day the Loan is settled by the Lender; Settled loans means that the loan has been settled; AFG means the Australian Finance Group Pty Ltd (ABN ); Trailing Commission means the fee payable by AFG to MAG in respect of any settled loan, less any costs, disbursements or other deduction deducted by the Lender, on a continuing basis following the establishment of the loan; Upfront Commission means the fee payable by AFG to MAG in respect of any settled loan, less any costs, disbursements or other deduction deducted by the Lender, at or shortly after settlement of a loan; 1.1 Interpretation In the interpretation of this Agreement, and of any instrument created pursuant to or in accordance with it, unless the context otherwise indicates or requires; any term which is defined in the descriptions of the parties, the recitals or elsewhere in this Agreement shall be read as defined in that description, recital or elsewhere; a reference to any party shall mean such party, its successors, assigns and administrators, and (except in the case of corporations) heirs and executors; every obligation, covenant, agreement and condition expressed or implied herein and entered into by two or more parties shall bind them jointly and each of them severally; a word importing the singular shall include the plural and vice versa. A word importing any gender shall include the other gender. A word importing person shall include a firm, body corporate, association (whether incorporated or not), government or semi-government body, or government or local authority or agency; - 2 -

3 1.1.5 a reference to an annexure is to an annexure to this Agreement. A reference to a part, clause or other subdivision is a reference to a part, clause or other subdivision of this Agreement; a reference to a statute, ordinance, code or other law includes all regulations and other instruments under it and all consolidations, amendments, re-enactments or replacements of it; where any word or phrase is defined in this Agreement, any other grammatical form of that word or phrase shall have a corresponding meaning; 1.2 Currency - Reference to dollars and $ are to be the lawful currency of Australia; 1.3 Time - References to month are to be a calendar month; references to a time are to the official time in Perth Australia; 1.4 Related Corporation The terms related corporation, related body corporate, holding company, subsidiary and associate shall each have the meanings ascribed in the Corporations Law; 2.0 APPOINTMENT 2.1 MAG hereby appoints the Broker subject to the terms of this Agreement; 2.2 This Agreement shall commence on the Commencement Date and shall continue until terminated; 3.0 FUNCTIONS AND OBLIGATIONS OF THE BROKER 3.1 The Broker will assist applicants in the completion of appropriate applications as may be required by the relevant lender and undertakes not to misrepresent any part of a Loan to an applicant; 3.2 The Broker shall not advise any applicant that he or she have an approval to any loan until written confirmation has been received from the lender; 3.3 The Broker must lodge loans through MAG as outlined in this contract. 3.4 The Broker is responsible for their own costs unless otherwise specifically stated in this agreement. 3.5 The Broker must inform themselves of and adhere to a) the requirements of their Australian Credit Licence if they have one, or b) to the requirements of an Authorised Credit Representative under the Australian Credit Licence of the Mortgage Australia Group The Broker must comply with the requirements of an AFG accredited Broker, as defined by AFG. 3.7 The Broker is unrestricted in marketing themselves and operating as a Mortgage Broker in any geographical location. 3.8 The Broker is required to maintain the necessary levels of Professional Indemnity Insurance as prescribed by AFG or its lender panel. 3.9 The Broker agrees to join the AFG SMART program at their expense within 12 months of the date of this Broker Agreement. 4.0 FUNCTIONS AND OBLIGATIONS OF MAG 4.1 MAG must pay all commissions as outlined in Section 5.0, dependent upon payment of commissions by AFG. 4.2 MAG will authorise the Broker as a Credit Representative under its Australian Credit Licence if the - 3 -

4 Broker requires, dependant on the Broker adhering to the compliance requirements of an Authorised Credit Representative. 4.3 MAG will perform annual audits on the Broker at the expense of MAG. 4.4 MAG will create and maintain a Facebook page, Google Places page and a page on the Mortgage Australia website for promoting the Broker with the Broker s contact details. 4.5 MAG will make available an marketing system for the Broker to add their prospective client addresses. 5.0 COMMISSION 5.1 MAG shall pay Commission to the Broker at the rate of 80% of the total upfront commission and 80% of the total trailing commission received by AFG, and payable to MAG, for loans settled by the Broker MAG shall increase the rate to the Broker to 85% when the Broker settles at least $2 Million in loans for each of two consecutive months MAG shall increase the rate to the Broker to 90% when the Broker settles at least $5 Million in loans for each of two consecutive months and holds their own Australian Credit Licence. 5.2 Payments of Upfront and Trailing Commission Commission will be paid by Electronic Funds Transfer directly from AFG; Please note that AFG may charge an administration fee to inactive or terminated brokers, currently this fee is $110 per month. 5.3 Fee Recourse MAG will, in the event of commission being paid and then withdrawn (eg., clawed back) for any reason by a Lender, have the right to seek immediate reimbursement from the Broker and / or withhold commissions otherwise payable to the Broker until such withdrawn commissions are repaid in full to MAG; 6.0 ACKNOWLEDGEMENTS AND RESTRICTIONS 6.1 The Broker acknowledges that for the purposes of this Agreement it is not an agent or employee of MAG; 6.2 The Broker acknowledges that they lodge loans exclusively through MAG or AFG s accreditations, except through lenders which AFG or MAG does not hold accreditations with, where permission is granted by MAG; 6.3 The Broker and MAG agree that any commission or fee payable is subject to the continuing payment of said fee by a lender. 6.4 In the event of a lender failing or refusing to pay all or any part of the commission due to MAG in respect of a loan, the Broker acknowledges and agrees that MAG shall not be liable to the Broker for the amount owing until payment is received by the Lender. The Broker shall be responsible for keeping its own accounting records and for payment of all income and other taxes payable; 6.5 The Broker shall be responsible for maintaining adequate accident and illness insurance and acknowledges that it is not an employee of MAG and is therefore not covered under any WorkCover or like insurance of MAG; 6.6 The Broker acknowledges that MAG is not liable or obliged to pay Superannuation for and behalf of the Broker; 6.7 Nothing in this Agreement shall be deemed to create or constitute a partnership between the parties for the purposes of any Partnership Act, Income Tax Assessment Act or any other such relevant law. 6.8 MAG acknowledges that the Broker has the absolute entitlement to trailing commissions for all loans lodged by the Broker to MAG except as stated in Section The Broker acknowledges that it must provide written confirmation of any change in detail of the registration form as per page 1 of this Agreement

5 6.10 The Broker acknowledges they are liable for any fines or penalties applied to the Mortgage Australia Group by ASIC or any other body due to the Broker s own actions or inactions. The Broker acknowledges that it is responsible for adherence to the National Consumer Credit Protection Act 2009 and all applicable laws The Broker acknowledges that they will be audited by a third party at least once every 12 months, at MAG s expense, and they must provide all requested documentation for the audit The Broker acknowledges that all marketing materials, messages and media created solely or partially by MAG remains the sole property of MAG and can only be used with the permission of MAG and may not be replicated without the permission of MAG. 7.0 TERMINATION 7.1 Either MAG or the Broker may at their discretion and at any time and without reason terminate this Agreement; 7.2 Either party deciding to terminate this Agreement must do so by giving two weeks notice in writing; 7.3 If the Agreement is terminated by MAG or the Broker, except upon the conditions outlined in Clause 7.4, then MAG must pay all entitlements of the Broker (including trailing commissions) on loans and business introduced to MAG by the Broker on the same terms and conditions agreed herein and dependent upon the ongoing payment of commissions from AFG. 7.4 MAG can terminate the Agreement and cancel the entitlements of the Broker to commission (including trailing commissions) on loans and business introduced to MAG where the Agreement is terminated by either MAG or the Broker due to: fraudulent or misleading conduct (as defined by the MFAA or FBAA Code of Practice) failure to comply with the Code of Conduct outlined in Clause failure to comply with any part or clause of this Agreement failing to adhere to the MFAA or FBAA membership requirements following 3 written requests failure of the Broker or any of its employees or contractors to lodge loans with lenders who are on the AFG or MAG lending panel through MAG (unless otherwise agreed) failure to adhere to the requirements of the National Consumer Credit Protection Act where a penalty is applied by ASIC or other governing body due to the actions or inactions of the Broker failure to comply with any part or clause of the AFG Code of Practice, Applicant Identification Procedures and FSR Compliance Agreement Upon termination of the agreement, if MAG is required to administer ongoing trail commissions, an administration fee of $110 incl GST per month will be deducted from the total trailing commission. Typically this occurs only when the Broker does not want AFG to administer their trails but wants them paid administered by MAG, at their sole discretion. 8.0 CONFIDENTIALITY 8.1 The Broker agrees to keep confidential all information, documents, dealings, transactions, client lists, data, processes, technology, know-how, accounts, or other documents and things, of whatever type or nature relating to business obtained by the Broker or may be available to the Broker or of which the Broker may become aware as a result of or during the period of this Agreement. 8.2 MAG agrees to keep confidential all details of the Broker s clients. 8.3 MAG agrees to not approach directly or indirectly the clients of the Broker, including loan inquiries generated by MAG, without the express written consent of the Broker

6 9.0 PROPER LAW AND JURISDICTION 9.1 This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Western Australia; and the parties submit to the jurisdiction of the courts of Perth INDEMNITIES 10.1 The Broker indemnifies MAG against all loss, damage, costs and expenses, including civil and criminal penalties suffered or incurred by MAG as a result of any act or omission or failure to comply with relevant legislation by the Broker, its principals, employees or agents or any other person who is in any way directly or indirectly concerned with the introduction of loans through the Broker to MAG CODE OF CONDUCT - Brokers agree to the following Code of Ethics, which include minimum ethical standards to be maintained: 11.1 To act with Honesty and Integrity at all times This will extend to representations made in advertising, commissions received, all communications, advice provided and customer applications. This will ensure that the best interests of both the customer and financial institution are always upheld To comply with all Laws and Regulations relating to the Mortgage Industry To maintain a current understanding of and adherence to all laws and regulations as they pertain to the finance industry Conflicts of Interest In each professional assignment undertaken, a Member must both be and be seen to be free of any interest, which is incompatible with the best interests of the customer. This will extend to both product advice and commissions received. Substantiation of any recommendation will be freely provided to the customer To maintain Confidentiality in all dealings Through adherence to the above, professional conduct will be maintained at all times To maintain Integrity with the Lender The Broker agrees not to allow any Broker or Sub-Broker to utilise any personal Accreditation number supplied by any lender NO PRIOR AGREEMENTS 12.1 This Agreement cancels and replaces all prior Agreements and arrangements between the parties, provided that the Broker shall be entitled to receive any fees in accordance with any prior right to them. Print name of person signing Signed for and on behalf of the Broker Date David A Ham Print name of person signing Signed for and on behalf of MAG Pty Ltd Date - 6 -

7 RECIPIENT CREATED TAX INVOICE AGREEMENT This agreement ( the Agreement ) is made between: Mortgage Australia Group Pty Ltd ABN ( the Company ) of 1/1327 Hay St, West Perth WA 6005, and Australian Finance Group Pty Ltd of 6 Thelma St, West Perth, Western Australia, and. (.. ) of. ( the Broker ) Company Name ABN Business Address Definition: "GST" means the Goods and Services Tax imposed under A New Tax System (Goods and Services Tax) Act 1999 and the related Transition and Imposition Acts as amended from time to time. 1. GST: Unless otherwise specified, all prices, amounts and methods of calculating consideration expressed in this Agreement are exclusive of GST. The parties agree that GST shall be added to all consideration for taxable supplies made under this Agreement on or after 1st July For these purposes, the parties agree that notwithstanding section 13 of A New Tax System (Goods and Services Tax Transition) Act 1999, GST shall apply to all supplies made between the parties on or after 1st July 2000 that would be taxable but for that Section Agreement To Issue Recipient Created Tax Invoices: The parties agree that: (a) (b) (c) (d) (e) The Company can issue Tax Invoices in respect of any supplies made by the Broker pursuant to this Agreement; The Broker will not issue Tax Invoices in respect of amounts referred to in paragraph (a); The Broker acknowledges that it is registered for GST at the date of entering into this Agreement and shall notify the Company in writing if it ceases to be registered for GST within five (5) business days of such cessation; The Company acknowledges that it is registered for GST at the date of entering into this Agreement and shall notify the Broker in writing if it ceases to be registered or if it ceases to satisfy any of the requirements of A New Tax System (Goods and Services Tax) Act 1999 Classes of Recipient Created Tax Invoice Determination (No. 1) 2000 (as amended or replaced from time to time) ("the Determination") within five (5) business days of such cessation; The Company shall not issue a document that would otherwise be a Recipient Created Tax Invoice (RCTI), on or after the date when the Company or the Broker has failed to comply with any of the requirements of the Determination. 3. Responsibility For Pricing: The Company (and or the Lender) is responsible for setting and determining pricing, which must include GST under applicable GST legislation from time to time. The Broker must quote prices at the price set by the Company (and/or the Lender). The Broker is not responsible for any GST that the Company (and/or the Lender) may have to pay on relevant transactions, including any fines or penalties that might be imposed in respect of those transactions due to any omissions, errors or incorrectness of the price. 4. Responsibility To Include GST On Commission Paid To The Broker: The Company is responsible for including GST on commissions owing to the Broker. If the Company fails to include GST on commissions owing to the Broker, the Company will indemnify the Broker for any GST that the Broker may have to pay on relevant transactions, including any fines or penalties that might be imposed in respect of those transactions. 5. Termination: This Agreement can be terminated by either party by notice in writing to the other party. Print name of person signing Signed for and on behalf of the Broker Date David A Ham Print name of person signing Signed for and on behalf of MAG Pty Ltd Date - 7 -