These Terms and Conditions set out the basis on which the Referrer named in the Schedule (Referrer, you and your) subscribes to the services offered by Hashching Pty Limited A.C.N 600 101 184 of Level 9, Tower B, The Zenith 821 Pacific Highway, Chatswood NSW 2067 (Hashching) which enable the Referrer to advertise home loan deals on Hashching’s website, receive leads from Hashching and receive access to a CRM tool to manage those leads.
Together with the Schedule, these Terms and Conditions constitute a legally binding agreement between the Referrer and Hashching.
1. DEFINITIONS
In this agreement:
Active Broker means a broker on the Hashching platform who has paid all applicable Subscription Fees for the current month.
Applicable Laws means all laws that apply to the subject of this agreement, including but not limited to, the National Consumer Credit Protection Act 2009 (Cth), the National Credit Code and the Privacy Act 1988 (Cth) and all regulations and regulatory guidelines which apply to those laws.
Application Documents means all documents you request from a Lead in support of an application for a loan.
Dashboard means the customer relationship management dashboard on the Hashching website which tracks the status of Leads.
GST means any goods and services tax, value added tax or other like tax which is in addition to the Fee charged to you unless stated as included.
Lead means any person whose name and contact details are provided to you by Hashching
Loan means a completed loan which results from a Lead.
Referral means the provision of Leads to you.
Reminder Text means the text message you receive 15 minutes prior to the requested call for the new Lead.
Website means www.hashching.com.au or any website which replaces it.
2. SERVICES
2.1 Hashching will provide the services listed in the Schedule to you in the Hashching – Referral Subscription Agreement signed by you (Services).
3. BROKER OBLIGATIONS
- 3.1 On receipt of a Referral, you must contact the client as per guidelines within your Hashching dashboard.
- (i) Send text message to new Lead within 5 minutes of receiving new lead information.
- (ii) Call Lead at the requested time (or exactly 15 minutes after receiving the Reminder Text).
- (iii) When contacting the Lead in person, first identify yourself and then say words to the following effect:
- “I am contacting you because we have been provided with your contact details by Hashching. Can you confirm that you agreed with Hashching to have us contact you?”
- “Before I continue, I would like to let you know that if you take out a loan with us, Hashching may receive financial benefits. Are you happy to continue this discussion?”;
- (iv) When contacting the Lead by letter or email, include a statements to the following effect at the beginning of the letter or email:
- “We are contacting you because we were provided with your contact details by Hashching, who may receive a financial benefit if you take out a loan with us.”
- (v) If the Lead doesn’t answer on your initial call, leave a voice message, send a follow up text and email to advise that you have attempted to reach out regarding their enquiry.
- (a) If you are unable to call the Lead at time requested by the Lead, notify the Lead of your inability to do so and request the Lead to provide an alternative time. If the Lead is not able to provide an alternative time please advise Hashching support who will reassign the Lead to a new broker;
- 3.2 If you fail to do any of the things listed in clause 3.1, Hashching may at its absolute discretion assign the Lead to a different lender or broker and you must not contact the Lead after you receive notification of any such reassignment of the Lead.
- 3.3 You must:
- (a) Only provide up to date information about loan deals to Leads;
- (b) Promptly inform Hashching of any changes to a loan deal (including, but not limited to interest rate and fees), before the new changes become effective;
- (c) Always request Leads to provide Application Documents through the Dashboard;
- (d) Disclose the commission you pay to Hashching in your Credit Guide and Proposals.
- 3.4 You must not:
- (a) Charge a broker fee to Leads;
- (b) Share a Lead with any other person whatsoever without Hashching’s prior consent in writing;
- (c) Say or do anything or engage in any conduct which will directly or indirectly, may or is likely to, inaccurately or unfairly disparage Hashching or otherwise bring Hashching into disrepute in any way.
- 3.5 Hashching may suspend your access to the Website at any time if you:
- (a) Do not meet Hashching’s minimum service and conversion requirements, which include (but is not limited to):
- (i) Maintaining a successful Lead conversion rate of 10% or greater within 6 months of your activation date;
- (ii) Maintaining an average response time of 6 hours or less; and
- (iii) Any other minimum service requirements as set out in this Agreement and/or notified to you in writing.
- (b) Fail to comply with any other policies and procedures notified to you in writing by Hashching.
- (a) Do not meet Hashching’s minimum service and conversion requirements, which include (but is not limited to):
- 3.6 You agree to comply with the Website ‘Terms of Use’. If there is any inconsistency between this agreement and the Website Terms of Use, this agreement prevails.
4. HASHCHING’S RIGHTS AND OBLIGATIONS
- 4.1 Hashching does not guarantee that any Lead will result in an application for a Loan.
- 4.2 Any personal information sent by you to Hashching will be managed in accordance with the requirements of the Privacy Act 1988 (Cth) and Hashching’s Privacy Policy, a copy of which can be found on the Website.
- 4.3 Notwithstanding any other provision of this agreement, Hashching:
- (a) Will not directly promote loan deals to any individual Lead for whom you successfully arrange a Loan following a Referral within 12 months after settlement of the Loan, provided you are an Active Broker on the Hashching platform for that period of time;
- (b) Clause 4.3(a) does not prevent Hashching from promoting loan deals to a Lead as part of its generic marketing to the public;
- (c) May promote financial and credit services other than Loans to Leads in any manner at any time; and/or
- (d) May from time-to-time introduce new products and services which you may access via the CRM.
5. BROKER LEADS
- 5.1 Hashching may allow you to use the CRM to onboard your existing clients or leads which have not been introduced to you by Hashching (Broker Leads). Hashching may revoke this permission at any time by giving you written notice.
- 5.2 Your may offer Broker Leads any of the services available via the CRM from time-to-time.
- 5.3 Hashching will not directly promote any loan deals to any Broker Lead for the duration of your engagement with Hashching without your written consent.
- 5.4 Hashching agrees to delete all Broker Lead information from the CRM and Hashching’s server within 20 Business Days after the termination of this Agreement.
6. FEES
- 6.1 Hashching may charge the following Fees, the amounts of which (excl. GST) are shown in the Schedule:
- (a) Subscription Fee - payable in advance before activation of your subscription and on due date as set out in the invoice. You may elect to pay the Subscription Fee monthly, quarterly or bi-annually, in which case, subject to clause 6.5, the discount shown in the Schedule will apply;
- (b) Referral Fees – for each Lead provided by Hashching which converts into a completed Loan (regardless of loan type), payable after settlement of the Loan;
- (c) Exclusive Product Settlement Fee – for selected Brokers only, where a Lead provided by Hashching converts into a particular type of Loan that is exclusive to you, as notified in writing by Hashching, payable after the settlement of that Loan;
- (d) Broker Lead Fee – for the onboarding of your Broker Leads onto your CRM dashboard. The Broker Lead Fee shall be payable at the time of submitting the request to onboard your existing client.
- (e) Broker Conversion Fee - for the successful settlement of your Broker Lead to be included into your overall Hashching conversion on your CRM dashboard. The Broker Conversion Fee shall be payable once the request to convert your existing client has been received.
- 6.2 Hashching reserves the right to update fees from time-to-time (including introducing new fees) by giving the Broker written notice (including via the CRM).
- 6.3 Hashching will send you an invoice for any Fees due to Hashching which will include such information as may be requred under law or Australian Tax Office guidelines to qualify as a tax invoice for the purposes of GST.
- 6.4 If the invoice is unpaid for:
- (a) More than 2 business days after the due date of the invoice, Hashching will not provide any Leads to you until payment is received and may reallocate your existing Leads to a different broker;
- (b) More than 10 business days after the due date of the invoice, Hashching may terminate this Agreement by providing immediate written notice.
- 6.5 If you have elected to pay the discounted quarterly or bi-annual Subscription Fee, you are not entitled to a refund of any unused portion of the Subscription Fee if your Subscription is terminated before the end of the relevant quarter or bi-annual, regardless of the reason for termination.
- 6.6 If a Loan which results from a Lead is terminated for any reason within the Clawback Period of 12 months after settlement of a Loan through Hashching platform, Hashching must repay you the percentage/s shown in the Schedule of the Referral Fee/s that you paid to Hashching in respect of that client. In circumstances where a successful lead is clawed back, the status of the lead will be changed to unsuccessful. This clause does not apply if you are not an Active Broker at the time of claiming the clawback. This clause does not survive termination of this agreement.
- 6.7 Hashching may change the Subscription and Referral Fees at any time by giving you 30 days’ notice in writing.
7. GST AND TAX LIABILITY
- 7.1 All amounts payable under this agreement exclude any GST liability which may arise.
- 7.2 Any tax invoice rendered in connection with a taxable supply under this agreement must comply with the requirements of the GST laws.
- 7.3 The parties each warrant that at the date of this agreement and at any time during the term when a taxable supply is made they are or will be registered for GST. A party must produce written evidence of registration on request from another party.
8. INTELLECTUAL PROPERTY
- 8.1 You agree that the text, graphics, images, video, design, organization, compilation, look and feel, advertising and all other protectable intellectual property (Content) available through the Website is the property of Hashching or its advertisers and is protected by copyright and other intellectual property laws. You must not, publish, distribute, retransmit or otherwise provide access to the Content to anyone.
- 8.2 You agree not to do any of the following without Hashching’s prior consent in writing:
- (a) Share your login details with anyone;
- (b) Rearrange or modify the Content;
- (c) Create abstracts from, scrape or display information from the Content for use on another website or service:
- (d) Post any content from the Services to weblogs, newsgroups, mail lists or electronic bulletin boards.
- 8.3 To request consent for this and other matters, please contact Hashching on customercare@hashching.com.au.
9. CONFIDENTIALITY
- 9.1 Confidential Information of a party means the following information in any form:
- (a) All information received, generated or created by or on behalf of, a party in the performance of this agreement; and
- (b) Information which is not in the public domain (including trade secrets and confidential know-how) relating to that party or a related body corporate (as that term is used in the Corporations Act 1988 (Cth) from time to time;
- (c) Of which the other party becomes aware, both before and after the day this agreement is executed.
- 9.2 Each party:
- (a) May use Confidential Information of the other party solely for the purposes of this agreement;
- (b) Except as permitted under clause (c),must keep confidential all Confidential Information of the other party;
- (c) May disclose Confidential Information of the other party only:
- (i) To employees who:
- (A) Are aware and agree in writing that Confidential Information of the other party must be kept confidential; and
- (B) Either have a need to know (and only to the extent that each has a need to know), or have been specifically approved by the other party; or
- (ii) As required by law or stock exchange regulation.
- (i) To employees who:
- 9.3 Even though information is Confidential Information of a party, the other party is not obliged to comply with clause 9.2 in relation to that Confidential Information if:
- (a) The Confidential Information becomes public knowledge during this agreement; or
- (b) The other party became aware of that Confidential Information from a third person, in circumstances where there was no breach of any obligation of confidence.
10. DISPUTE RESOLUTION
- 10.1 Neither party may start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of or relating to this agreement, including a dispute about the breach, termination, validity, or subject matter of this agreement, or a claim in equity or in tort relating to the performance or non-performance of this agreement (Dispute) unless it has first complied with this clause.
- 10.2 A party claiming that a Dispute has arisen must notify the other party.
- 10.3 Within 5 days after a notice is given under clause 10.2 each party must nominate in writing to the other party an employee authorised to settle the Dispute on its behalf.
- 10.4 During the 10 day period after a notice is given under clause 10.2(or if the parties agree a longer period, that longer period) each party’s nominee must use his or her best efforts to resolve the Dispute.
- 10.5 If a Dispute is not resolved within that time, the Dispute must be referred:
- (a) For mediation, in accordance with the Australian Commercial Disputes Centre (ACDC) Mediation Guidelines; and
- (b) To a mediator agreed by the parties, or if the parties do not agree on a mediator, a mediator nominated by the then current Chief Executive Officer of ACDC or the Chief Executive Officer’s nominee (or if no such person is available or willing to nominate a mediator, by the then President of The Law Society of New South Wales).
11. TERMINATION
- 11.1 This agreement starts on the date it is signed by both parties and continues until it is terminated in accordance with this clause.
- 11.2 You may terminate this agreement at any time by sending an email to customercare@hashching.com.au showing ‘Cancellation Request’ in the subject line and providing a minimum of 30 days prior notice.
- (a) If notice of less than 30 days given, then the agreement will terminate at the end of the month following the month in which the notice of cancellation was received.
- 11.3 Hashching may terminate this agreement:
- (a) By giving you 14 days’ notice in writing;
- (b) Immediately if:
- (i) You provide details of a Lead to any other person without Hashching’s prior consent in writing;
- (ii) You breach any Applicable Laws or commit any serious or persistent breach of any of the provisions of this agreement or any policy or procedures with which Hashching from time to time requires you to comply and do not remedy the breach within five (5) business days of receipt of notification by Hashching or if the breach is not capable of being remedied;
- (iii) If, in Hashching’s opinion, your use of the Services may violate any laws, regulations or rulings, infringe upon another person's rights or violate the terms of this agreement.
- (iv) If Hashching reasonably considers that you or any of your employees, officers, agents or subcontractors is acting in a manner which is unprofessional, unethical or likely to harm its professional standing.
- (v) You fail to meet the minimum service and conversion requirements as set out in this Agreement and/or notified to you in writing.
- 11.4 Either party, immediately if the other party:
- (i) Ceases to hold a licence or authorisation it requires to carry on its business in accordance with the Legislation
- (ii) Being a corporation, goes into liquidation or has a receiver or administrator appointed (whether voluntarily or not) or, being an individual, becomes bankrupt;
- (iii) Makes an assignment or composition with its creditors; or
- (iv) Being a corporation, undergoes a material change in its management or control without the prior written consent of the other party.
- 11.5 When this agreement terminates, regardless of the reason for termination:
- (a) You must pay all amounts due under this agreement to Hashching;
- (b) No Subscription Fees are refundable;
- (c) Your appointment and status as a Hashching Broker will terminate, Hashching will cease providing the Services to you and Hashching may remove your Profile and all references to you from the Website.
- (d) Clause 9 (Confidentiality), clause 10 (Dispute Resolution and this clause 11.5 and each other clause required to make these clauses effective continue to bind the parties.
- (e) Hashching shall re-assign any outstanding Leads to another broker.
- (f) You must not continue to contact any Hashching introduced Leads or Hashching introduced customers without the express written permission from Hashching.
12. NOTICES
- 12.1 A party notifying or giving notice under this agreement must notify:
- (a) In writing;
- (b) Addressed to the address of the recipient shown in the Schedule or as varied by notice given in accordance with this clause; and
- (c) Left at or sent by post or email.
- 12.2 A notice given in accordance with clause 11.1 will be deemed received:
- (a) If delivered by hand to the recipients address, on the date of delivery, as long as delivery is acknowledged in writing by the recipient;
- (b) If sent by post, 3 days after the posting; and
- (c) If sent by email on a working day at the recipient’s email address, on the date of email sent, or if sent on a non-working day at the recipient’s email address, on the next working day (in both cases as long as the sender’s email records as sent successfully).
- 12.3 A notice, consent, information, application or request is to be treated as given or made at the following time:
- (a) If it is delivered, when it is left at the relevant address.
- (b) If it is sent by post, two (2) business days after it is posted.
- (c) If it is sent by email, as soon as the sender’s information system sends the email to the recipient’s email box provided that the sender does not receive a message sent by the recipient’s information system advising the sender that the recipient has not received the email.
- 12.4 If a notice, consent, information, application or request is delivered, or an error free transmission report in relation to it is received, on a day that is not a business day, or if on a business day, after 5pm on that day in the place of the party to whom it is sent, it is to be treated as having been given or made at the beginning of the next business day.
13. MISCELLANEOUS
- 13.1 The only relationship between Hashching and the Referrer is of independent contractors and the Referrer is not in any way a partner, joint venture or employee or a Representative of Hashching.
- 13.2 Any existing agreements between the Referrer and Hashching are hereby cancelled except in respect of any pre-existing debts or benefits accrued under them.
- 13.3 In the interpretation of this agreement, the following provisions apply unless the context otherwise requires:
- (a) A reference in this document to dollars or $ means Australian dollars and all amounts payable under this document are payable in Australian dollars.
- (b) A reference to business day means a day on which banks are open for business in New South Wales.
- (c) An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.
- (d) Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.
- (e) A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.
- (f) References to the word ‘include’ or ‘including are to be construed without limitation.
- 13.4 This agreement is properly executed if each party executes either this document or an identical document. In the latter case, this agreement takes effect when the separately executed documents are exchanged between the parties.
- 13.5 A party must not assign any of its rights or obligations under this agreement without the prior written consent of the other parties. No variation of this agreement will be of any force or effect unless it is in writing and signed by the parties to this agreement.
- 13.6 This agreement is governed by the law of New South Wales. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them.