LAB Platform – Terms and Conditions

1. Terms and Orders

(a) This document sets out the terms & conditions (Terms) that apply to your use of our service called LAB Platform (Product). When we say we, us or our, we mean LAB Group Services Pty Ltd ACN 168 489 414. When we say you or yours we mean the user of the Product or their representatives, agents or principals.

(b) The commercial terms of your use of the Product are set out in the order form or proposal documents we sent you (Order).

(c) All documents constituting an Order are incorporated into and form part of these Terms (together, Agreement) and each separate Order is subject to the terms and conditions of this document. You accept these Terms at the time you accept an Order.

(d) If there is any inconsistency between an Order and these Terms, the Order will prevail over these Terms to the extent of the inconsistency.

2. The Product

(a) The Product is an online customer account opening, management and electronic identity verification platform that can assist with your customer onboarding and engagement.

(b) Subject to the timely payment of all fees (as per each Order, these Terms and any third party agreements you enter into in connection with the Product), we will allow you to access the latest stable version of the Product via the Internet and to provide all the associated services you have purchased from us, as set out in the relevant Order.

3. Term

(a) This Agreement commences on the date that you accept our Order and continues for the Order Term set out in the Order.

(b) At the end of the Order Term, this Agreement will automatically renew for any further terms specified in an Order (Further Order Term), unless and until either party cancels this Agreement in accordance with its terms.

4. AML/CTF Acknowledgment

(a) You acknowledge and agree that while the Product can facilitate origination, processing and completion of your customer applications, you remain solely responsible for your account opening process and for complying, with all laws, rules, policies and regulations that apply to you (including without limitation, privacy, data, anti-money laundering and counter-terrorism financing laws).

(b) We are not responsible for and have no obligation to you in relation to compliance with your legal, regulatory or contractual obligations or your internal policies and procedures.

5. Using LAB Platform

You must not:

(a) infringe any laws, regulations, rules or codes of conduct that apply to you;

(b) infringe any third party rights or any of our policies which we tell you about;

(c) use our Product if you are not able to form legally binding contracts, or are suspended from using our Product;

(d) interfere with other Product users’ accounts;

(e) circumvent or manipulate our fee structure, the billing process, or fees owed to us;

(f) transfer your account and login information to another party without our consent;

(g) distribute viruses or any other technologies on or through the Product that may harm the Product, and our and our users’ interests or property; and

(h) copy, modify or distribute rights or content from our Product or our copyrights and trademarks, other than as expressly permitted by us in writing.

6. Registration

(a) You are required to register your details and create an account before being able to use our Product.

(b) We will use all information that you provide through the registration process in accordance with our privacy policy.

(c) You may not have more than one active account, and your account is non-transferable.

(d) You must use reasonable efforts to prevent unauthorised third parties from accessing the Product and you agree to keep all login details secret.

(e) You agree that the access rights of any individual user permitted to use the Product (for example on a named or password-enabled basis) cannot be shared or used by more than one individual.

7. Fees

(a) You must pay us the fees set out in and in accordance with each Order.

(b) We may change or increase our fees at any time (acting reasonably) by 30 days’ notice in writing to you.

(c) If you do not cancel your account within this notice period, then you will be deemed to accept the new fees as set out in the notice.

(d) If we do not receive a payment from you when it is due, we may:

(i) suspend or terminate your ability to use the Product; or

(ii) charge interest on the outstanding amount at a rate equivalent to the reference rate charged by our principal bank, accruing daily,

at our discretion.

8. End Users

(a) You must ensure that each person you give access to or allow to use the Product (End User) accepts our End User Licence Agreement (EULA) before the End User uses the Product.

(b) You must also ensure that each End User accepts, our Data Handling Statement.

(c) You will indemnify us and will hold us harmless against any damage or loss we may suffer in connection with an End User using the Product without accepting the EULA or the Data Handling Statement prior to such use.

9. Aggregators

(a) If you are an organisation with an aggregated customer base for our Product (Cluster) and ask us to provide the Product to that Cluster, you act as the agent for each member of the Cluster and contract with us as such (Aggregator).

(b) As an Aggregator, you warrant that each member of the Cluster (including the Aggregator) is bound by this Agreement, except that only the Aggregator will be bound by and responsible for the provisions relating to the Order Term, the Fees and termination.

(c) The Aggregator agrees to ensure that each member of the Cluster uses the Product under the terms of the Agreement.

(d) The Aggregator is liable to us for any breach of the Terms by a Cluster member who uses the Product.

(e) The Aggregator indemnifies us and will hold us harmless against any loss we suffer due to a claim from a member of the Cluster in connection with the member’s use of the Product.

(f) The Aggregator is liable to us for any fees or charges agreed with us in relation to creating the Cluster channel of the Product and any ongoing fees for services rendered to it by us.

(g) The Aggregator is also responsible for ensuring that all members of the Cluster enter into all required third party contracts in accordance with clause 14 to enable us to provide the Product to the Cluster.

10. Privacy & confidentiality

(a) Both you and we must keep all confidential information secure and confidential at all times.

(b) We will not disclose your confidential information to anyone unless you have authorised us to do so, the other party already has lawful knowledge of the information (before we disclose it) or as we are required by law.

(c) You agree that we may share your information with people working for us or service providers engaged by us to enable the Product to work and to help you, if you have issues with the Product.

(d) You and we promise to each other to comply with all applicable privacy laws.

(e) You acknowledge and agree that our privacy policy forms part of this Agreement and governs all data collection and processing that will occur in the course of us providing our services to you. By accepting an Order, you also accept our privacy policy.

(f) You have sole responsibility for the accuracy and completeness of all data you give us, and you agree that all outputs of the Product rely on this.

(g) You also promise to keep our confidential information confidential.

(h) We may tell people that you are using the Product and you consent to us doing that.

11. Product changes & limitations

(a) We may, from time to time, change, add or delete functions, features, service levels, performance or other characteristics of the Product and correct errors or upgrade the Product (Product Change). Provided that the functionality or availability of the Product does not materially decrease as a result, we are not liable to you in respect of any Product Change.

(b) We do not guarantee that any Product Change or new version of the Product will be compatible with any other application, software or interface that connects to or interfaces with the Product.

(c) We will provide reasonable assistance in relation to Product Changes on request, if we consider that such requests are reasonable, in our sole discretion.

(d) You agree that the Internet and your telecommunications network is out of our control and release us from all liability if network issues negatively affect Product functionality.

12. Access and Use

(a) Our Product is designed to work with modern web browsers that receive regular security updates and support industry-standard web technologies. We officially support the latest stable versions of the following browsers:

(i) Google Chrome;

(ii) Micrososft Edge;

(iii) Apple Safari;

(iv) Mozilla Firefox.

(b) We cannot guarantee full functionality or performance on outdated or unsupported browser versions.

(c) You must only use the Product through an up-to-date computer system with reliable internet access that meets industry-standard speeds. You are solely responsible for ensuring the availability and maintenance of the internet connection and computer systems necessary to use the Product effectively.

(d) You agree to co-operate with us in connection with the Product and to follow all reasonable instructions from us.

(e) You will use your best endeavours to prevent viruses or other harmful or malicious code being present in the data that you give us or affecting the Product.

(f) You will ensure all information you provide is accurate when provided and remains up to date.

(g) You warrant to us that you have all required consents and authorities to use the Product in the way you do.

(h) You must not breach the terms of this Agreement, break the law or breach any other person’s rights in connection with your use of the Product. If you do so we may suspend or cancel your account without notice or provision of reason, in our sole discretion, and will be under no obligation to reinstate anything suspended or deleted or allow you to create a new account.

13. Intellectual property

(a) We do not make any claims to any intellectual property in or connected with the data or information you provide us in connection with this Agreement and your use of the Product.

(b) You consent to our storage, use and modification of your intellectual property and any data you supply to us via the Product for the purposes of:

(i) providing the Product to you;

(ii) conducting research or analytics;

(iii) undertaking sales and marketing activities; or

(iv) developing consumer insights.

(c) We promise not to do anything else with your intellectual property or data and will, where practicable, anonymise and/or aggregate any of your data or information that we use for purposes other than providing the Product to you.

(d) We own (or hold relevant licences to) all other intellectual property connected with the Product and our supply of it to you, including all intellectual property developed by us in the course of your use of the Product.

14. Third party providers

(a) Some aspects of the Product, such as cloud computing services and software, are provided by third parties (collectively, Third Party Providers).

(b) You may see the complete list of the Third Party Providers and the aspects of the Product they are responsible for (Third Party Services) in Schedule 1.

(c) You consent to us using Third Party Providers to provide the Third Party Services of the Product to you.

(d) You acknowledge and agree that:

(i) we do not control the Third Party Providers or how they supply the Third Party Services; and

(ii) except for any remedies that may be available to you under Australian Consumer Law, we are not liable to you for anything a Third Party Provider does, or fails to do, which may impact your use of the Product.

(e) You consent to our use of the information the Third Party Providers create or supply to us in the course of providing the Third Party Services.

(f) You acknowledge and agree that where your Order includes verification services:

(i) we will the use of third-party electronic verification service providers (EVP) specified in your Order to deliver the Product; and

(ii) you must accept each of the specific EVP’s terms of use (EVP Terms) of use, in addition to this Agreement, to be able to use the EVP services as part of, or through, the Product.

(iii) All relevant EVP Terms connected to your use of the Product are set out here.

(g) You acknowledge and agree that where you do not accept the relevant EVP Terms, we will not be able to supply the relevant EVP’s services to you as part of the Product and will have no liability to you for not being able to supply such services.

(h) You promise to comply with all of the EVP Terms and indemnify us against any loss, cost or damage which we suffer as a result of your breach of any EVP Terms.

(i) Where we no longer have required rights to deliver EVP services to you via the Product (or you no longer have rights to receive the EVP services) we will attempt to replace the relevant EVP services with similar services from a different provider.

15. Cancellation

(a) Without limiting other remedies, we may limit, suspend or terminate our services and/or prohibit your access to the Product, if we have reasonable grounds to believe you:

(i) have breached any part of this Agreement or the policies we have provided to you;

(ii) have breached any applicable laws; or

(iii) are infringing the intellectual property rights of third parties.

(b) We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue our services.

(c) If we exercise our rights to cancel the supply of the Product to you in accordance with clauses 15(a) and 15(b), we are not liable to you in any way.

(d) You or we may terminate this Agreement at any time by providing at least 30 days’ notice in writing.

(e) Your cancellation will take effect from the end of your then-current Order Term or Further Order Term (as applicable).

16. Disclaimers

(a) Other than as expressly set out in this Agreement and subject to clause 17(b), we make no promise or warranty to you that the Product:

(i) will meet any of your requirements;

(ii) be error or defect free or be free from bugs; or

(iii) is impenetrable to malicious third party attacks.

(b) We do not warrant or guarantee that any particular result or outcome can or will be achieved through use of the Product.

(c) Other than the terms of this Agreement, you have not relied on any representation made or implied by us or arising out of or implied by our conduct in entering into this Agreement.

(d) To the extent that we have made or implied, or by conduct given rise to or implied, any representation that is not expressly stated in this Agreement, you are not proceeding in reliance on the representation.

(e) We make no promise, representation or otherwise in relation to any benefit you may obtain by using the Product and we guarantee in no way any increased sales, savings, transactions, revenue, goodwill or profit or any other benefit that may

17. Liability

(a) To the extent permitted by law, we are not liable to you for any consequential, indirect, special, punitive, remote or incidental damages or for any loss of profit, loss of data, loss of goodwill, loss of business, loss of opportunity, increased financing costs, or any failure to realise anticipated savings or any type of commercial or economic loss.

(b) Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

(i) to cancel your service contract with us; and

(ii) to a refund for the unused portion, or to compensation for its reduced value.

(c) You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

(d) To the extent permitted by Law and subject to the remainder of this clause 17, we exclude all conditions, warranties and terms not expressly set out in this Agreement. Where applicable law provides any consumer guarantee, condition or warranty which cannot be excluded, our liability for any breach of such consumer guarantee, condition or warranty will be limited to the extent permitted by applicable law to, at our option, the provision of the entitlements set out in clauses 17(b) or 17(c).

(e) To the extent permitted by law, our liability to you in connection with this Agreement will not exceed an amount equal to the annual fees paid under the applicable Order from which the liability arose. In the event that the liability arose prior to the 12-month term having been reached, our liability shall be capped at the annual fees which are reasonably expected to be paid under the applicable Order from which the liability arose.

(f) Our liability to you for loss or damage of any kind arising out of this Agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise. You indemnify us and will hold us harmless against any loss or claim we suffer due to your use of the Product.

18. General:

(a) If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect.

(b) In our sole discretion, we may assign, subcontract or otherwise deal our rights and obligations under this Agreement without your prior consent.

(c) Headings are for reference purposes only and do not form part of this Agreement.

(d) Our failure to act on a breach by you or others doesn’t waive our right to act on subsequent or similar breaches.

(e) We may amend this Agreement at any time by providing at least 30 days’ written notice via email. Your continued use of our services after the notified effective date will constitute acceptance of the amended terms. If you do not accept the changes you should close your account in accordance with this Agreement.

(f) This Agreement contains the entire understanding and agreement between you and us in connection with the Product.

(g) We shall have no liability to you if we are prevented from, or delayed in, performing any service or delivering the Product to you by acts, events, omissions or accidents beyond our reasonable control.

(h) All sections which by their nature are intended to survive termination of this Agreement will be deemed to survive.

(i) This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place.

 Schedule 1 Third Party Providers