Broker Participation Agreement

1. Parties, acceptance and commencement

This agreement is between Joshua Willow Ward trading as Your Broker Match (sole trader), ABN 62 236 466 017 (Your Broker Match, we, us) and the legal person or entity identified in the acceptance record (Broker, you). Notices to us: support@yourbrokermatch.com. Notices to you go to your verified account email unless you nominate another address in writing.

The person accepting must identify the contracting entity, its ABN, their full name and role, and be authorised to bind that entity. The brokerage’s trading name alone does not identify the contracting party. You consent to electronic contracting and recording your acceptance, and may download the accepted text and receipt. No personal guarantee is created merely because an authorised representative accepts for an entity.

This agreement takes effect when you expressly accept it in your authenticated account. Network participation remains conditional on our separate approval, satisfactory current licence and authority checks, and operational availability. Signing does not verify a licence or authorise regulated conduct. Neither party may provide a service unless it has the legal basis and authorisations required for that service.

2. Service and relationship

We operate a customer-to-broker matching and introduction platform. Customers choose whether to share a reviewed summary with a named broker. We do not undertake your credit assessment, fact-find, lender selection, loan application, advice or ongoing client service. Customer information is unverified and must be independently checked by you.

You are an independent contractor. Neither party is the other’s employee, partner, credit representative or agent by reason of this agreement. Neither may bind the other or represent that the other guarantees a loan or outcome. Customers remain free to choose and change their broker. No lead volume, conversion, ranking, exclusivity, territory or revenue is promised.

AI may assist questionnaire interpretation. Matching may use declared preferences, rules and, when enabled, Gorse learning from actual fee receipts and reversals. No fee entitles you to manipulate matches. Human review and professional judgement remain your responsibility; do not rely on a summary or AI output as a credit assessment.

3. Qualifying introductions and attribution

A qualifying introduction is a customer-authorised introduction recorded in your platform inbox, with a referral identifier and timestamp, which results in the first residential mortgage transaction you arrange for that introduced customer, including splits forming the same transaction. The customer must engage you within 180 calendar days after the introduction and the transaction must settle within 12 months after that engagement. The fee is triggered only by actual commission receipt, not merely by introduction, application, approval or settlement.

An introduction is excluded if you can reasonably evidence that, before the platform introduction, you or the contracting brokerage already had an active engagement for the same transaction or received that same opportunity through another source. Notify us within ten business days of recognising a duplicate and provide minimal dated evidence. A missed reporting deadline does not by itself create a fee for a demonstrably pre-existing engagement. An old database entry without an active same-transaction engagement is not sufficient on its own.

No fee applies to declined, withdrawn or unconverted introductions, later unrelated loans, renewals, future refinances, or ongoing trail. A genuinely new platform introduction may qualify separately. Joint applicants or loan splits for the same transaction must not be charged twice. Referrals are not perpetual ownership of a customer.

Do not deliberately route a qualifying transaction through another broker, related entity or aggregator to avoid an otherwise payable fee. You remain liable for commission received on your behalf for that transaction. A genuine transfer to an independent broker requires a separate agreed attribution arrangement; this clause does not create liability for commission you did not receive or control.

4. Commission: 20% of upfront lender commission

You must pay Your Broker Match a referral fee equal to 20% of the upfront lender commission actually received for a qualifying introduction, excluding GST and calculated before aggregator, franchise, brokerage, employee, adviser or other internal splits and deductions. Receipt includes an amount received by your aggregator, licensee or nominee on your behalf and credited or applied for your benefit, including a set-off against amounts you owe.

The calculation excludes ongoing trail commission, customer-paid service fees, reimbursements, lender cashback paid to customers, unrelated portfolio bonuses and amounts never received. Instalments attract the 20% fee only as each instalment is received. An upfront commission adjustment changes the fee proportionately. Provide reasonable transaction-specific records if the allocation of a bundled payment needs reconciliation.

Example: $4,000 upfront lender commission excluding GST results in an $800 referral fee, even if an aggregator retains part of the $4,000. This is 20% of commission, not 20% of the loan amount. There is no subscription, lead purchase fee, minimum spend or charge for an unsuccessful introduction under this agreement.

Our fee is exclusive of any GST lawfully payable on our supply. We do not charge GST while not registered or required to be registered. If GST becomes payable, it must be separately identified on a valid tax invoice; GST on the lender’s commission is excluded from the fee base. Each party remains responsible for its own taxes.

5. Reporting, invoicing and payment

Notify us within ten business days of engagement, settlement, upfront commission receipt, any adjustment or an actual clawback, using the referral identifier. Provide the received amount excluding GST, receipt date and redacted supporting commission statement. A CRM settlement event alone is not evidence of commission receipt. Do not upload a customer’s complete financial file.

We invoice only after the relevant commission is received. Pay the correctly calculated, undisputed amount in Australian dollars within 14 calendar days after receipt of our invoice. We do not take funds from a customer or debit your account without separate express authority. Verify changes to bank details through an independently confirmed contact channel.

Tell us promptly if you dispute an invoice, identifying the amount and reason. Pay the undisputed balance on time; the genuinely disputed portion is paused while we investigate in good faith. We will correct errors and overpayments promptly. There are no automatic penalty fees or unilateral fee multipliers. Recoverable costs are limited to amounts agreed separately or awarded under applicable law.

6. Clawback: our corresponding share is returned to you

If the lender or aggregator actually recovers some or all of the upfront commission used to calculate our fee, we will refund 20% of that recovered amount excluding GST, capped at the referral fee we actually received for that commission, less refunds already made. An actual deduction or set-off shown on a commission statement counts as repayment. A proposed clawback alone does not establish repayment.

Submit the referral identifier, the original commission and fee, the clawback amount and date, and redacted evidence of the recovery. We may request only reasonable missing information needed to verify the claim. Within 14 calendar days after receiving sufficient evidence, we will pay the refund to your nominated business account. A credit against future invoices may be used only if you agree. We will explain any disputed portion promptly and refund the verified portion within that period.

Example: if we received $800 on a $4,000 commission, a 50% commission clawback means a $400 refund; a full clawback means an $800 refund. If you have not paid the relevant fee, we reduce or cancel that fee to the same extent. Partial fee payments are reconciled so that neither party receives more than the adjusted amount due. Any applicable GST adjustment is documented.

This entitlement survives account suspension, termination and expiry of the attribution window. We do not impose a separate short contractual claim expiry; applicable statutory limitation periods still apply. If recovered commission is subsequently restored to you, tell us within ten business days; the corresponding 20% fee becomes payable again under the usual invoice terms, without double recovery.

The refund covers our share of commission actually clawed back, not your entire commission, lost income, penalties or unrelated aggregator charges. Do not pass our referral fee or a lender clawback to a customer as a clawback recovery charge. Nothing here permits a payment, deduction or recovery prohibited by law.

7. Your authorisations and professional obligations

Maintain all licences, representative appointments, lender and aggregator permissions, registrations, insurance, training, dispute resolution arrangements and other requirements applicable to your work. Give accurate reference details and evidence on request. Notify us promptly, and within one business day after becoming aware, of suspension, cancellation, restrictions or a material change affecting your ability to serve introductions. Pause new introductions immediately if you lack the necessary authority.

Obtain any approval required by your licensee, aggregator or employer for this agreement and referral payments. Comply with applicable credit laws, responsible lending obligations, best interests duties, conflict priority rules, advertising requirements and remuneration restrictions. Customer interests and lawful professional obligations take priority over conversion, commission, platform metrics and this agreement.

Provide your own credit guide, privacy disclosures, fee disclosures and engagement documents when required. Explain the referral arrangement to customers where required; do not describe paid introductions as wholly independent or whole-market matching. Do not imply our approval is regulator approval. We may withhold participation where compliance evidence is incomplete.

8. Customer service and fair treatment

Keep profile details, capacity, coverage and contact information current. While active, check your authenticated inbox each business day. Aim to acknowledge or decline a new introduction within two business days and use the customer’s stated contact preferences. No automated email or guaranteed delivery is promised. If unavailable, pause introductions rather than leaving customers without a response.

Contact the customer only for the authorised introduction and related engagement. Respect withdrawal and do-not-contact requests promptly. No pressure, misleading promises, unsolicited unrelated cross-selling or unjustified discrimination is permitted. A customer may decline your service without penalty from us.

Investigate customer concerns about your services, cooperate with our handling of platform complaints, and maintain your own legally required complaint process. Neither party may admit liability or settle a complaint on the other’s behalf without authority. Report significant safety, privacy or compliance issues promptly.

9. Privacy, security and connected services

Each party is responsible for its own handling of personal information and applicable privacy, security, spam and communications obligations. Use introduction information only to assess and deliver the requested broker service, administer this agreement or comply with law. Do not sell leads, share them with unrelated recipients, create marketing lists or train AI models on customer information without a separate lawful basis and any required consent.

Limit access to authorised personnel with a need to know, maintain appropriate account and device security, and protect information in transit and storage. Do not share platform credentials. You are responsible for the CRM and other services you choose to connect, their permissions and lawful downstream disclosures. Connecting a CRM does not expand customer consent.

Notify the other party without undue delay, and within 24 hours after becoming aware, of an actual or reasonably suspected incident affecting shared customer information or platform credentials. Share available facts, contain the incident and cooperate with investigation and legally required notifications. This cooperation does not transfer either party’s own statutory obligations.

Assist reasonably with access, correction, withdrawal and deletion requests. Retain only necessary information for the applicable legal, complaint and accounting purposes and securely delete or de-identify it when no longer needed. Explain any retention exception. On termination, stop new use of platform data except for an existing authorised engagement or a lawful retention purpose.

10. Records, confidentiality and proportionate verification

Keep records sufficient to establish referral attribution, engagement, commission receipt, fees and clawbacks for seven years after the relevant transaction or longer if law requires. This does not require retention of every customer document. Provide relevant redacted extracts on reasonable notice if an amount is disputed or a compliance concern needs investigation.

Any verification must be proportionate, limited to this agreement and protect unrelated client and commercially sensitive information. Ordinarily we give at least ten business days’ notice and bear our own review costs. An independent professional subject to confidentiality may verify sensitive records. No unrestricted access to your systems, banking or entire client book is granted.

Protect non-public commercial, technical and customer information received from the other party. Disclosure is allowed to personnel and advisers who need it and are bound by appropriate duties, or when required by law. Notify the other party where lawful before compelled disclosure. Confidentiality does not restrict protected disclosures, regulator contact or information already lawfully public.

11. Content and platform use

You retain ownership of your profile material and grant us a non-exclusive licence to display and adapt it only as reasonably necessary to operate and promote your participating profile. You must have rights and consents for submitted text and photos. We may remove inaccurate, unlawful or misleading content and explain why where appropriate.

We retain our platform software and branding rights. Do not scrape private records, bypass security, fabricate activity, manipulate ranking or payment signals, post malicious content, or use our branding to imply a broader endorsement. Do not share private records with an AI service unless that use is lawful, secure and consistent with the customer’s consent.

12. Liability and insurance

Each party is responsible for its own acts, omissions and breach of this agreement, including those of personnel it authorises. Liability is reduced to the extent the other party or a third party caused or contributed to the loss. Each party must take reasonable steps to mitigate loss.

Neither party guarantees conversion, uninterrupted technology or a customer or lender’s conduct. This does not excuse a party’s own failure to exercise reasonable care or perform an express obligation. No blanket indemnity or automatic liability for all third-party conduct is imposed on the Broker.

Nothing excludes liability for fraud, wilful misconduct, a payment or refund properly due, or any non-excludable guarantee, right or remedy under applicable law. Each party must maintain insurance required for its activities. These terms do not limit a customer’s independent rights against either party.

13. Suspension, termination and surviving obligations

Either party may terminate participation on 14 calendar days’ written notice. You may pause new introductions at any time. Either party may terminate for a material breach not remedied within 14 calendar days after written notice describing it, or immediately where continued performance would be unlawful or the breach is incapable of remedy.

We may immediately suspend new introductions where reasonably necessary for a licence issue, security threat, serious customer harm, fraud or a material compliance concern. We will give reasons and a review opportunity promptly where lawful and safe. A good-faith invoice dispute alone does not justify treating an undisputed valid clawback refund as forfeited.

Termination stops new introductions. Accrued fees and qualifying pre-termination introductions remain subject to the original attribution limits; no new lifetime fee right is created. Clawback refunds, payment reconciliation, confidentiality, necessary recordkeeping, complaints and dispute obligations survive as needed. Arrange any customer handover with the customer’s consent.

14. Changes, notices and disputes

We may propose revised terms with at least 30 calendar days’ notice where practical. A different commission rate, fee base, clawback entitlement or other material contractual obligation requires fresh express agreement before applying to new introductions. Continued use alone does not retrospectively change existing referral economics. Either party may end participation rather than accept a proposed change. Urgent operational changes required by law or security must be explained as soon as practical.

An account notice or email is received when accessible to the recipient, unless the sender receives a delivery failure; a notice received outside business hours is treated as received the next business day. Keep your notice email current. A business day excludes weekends and public holidays in the recipient’s Australian location.

Raise disputes in writing with the relevant referral identifiers and requested resolution. Representatives will try to resolve the matter within 20 business days. If unresolved, either party may propose independent mediation with a mutually agreed mediator and shared mediator costs. This does not prevent urgent relief, regulator contact, statutory dispute rights or proceedings in a court or tribunal with jurisdiction.

Australian law applies, with jurisdiction determined by applicable law and no exclusion of a mandatory local forum. Neither party may transfer this agreement without the other’s consent, not unreasonably withheld where obligations and protections remain equivalent. These terms and the acceptance record form the agreement; a change requires written agreement or the express acceptance process above. An unenforceable provision is severed only to the extent necessary. A delay enforcing a right does not waive it. No term requires unlawful conduct.