Terms of Service

Last Update: 31 December 2024

BrokerEngine means Mortgage Processing Services Pty Ltd (ACN 608 519 044) Trading As BrokerEngine or BrokerEngine Plus of Level 4, 100 Havelock Street WEST PERTH WA 6005, contactable at brokerengine.com.au/contact/.

Customer means you or the entity that you are contracting for as Representative, contactable on the email you communicate to BrokerEngine during the setup process.

AGREEMENT:

This Agreement sets out the Terms of Service for the Customer to engage BrokerEngine to deliver the Software as a Service (‘SaaS’).

1. Term

This Agreement will commence on the Commencement Date and expire after either one month or twelve months depending upon which payment option the Customer has selected (“Initial Term”), unless terminated earlier in accordance with this Agreement or renewed in accordance with clause 1.2.

At the end of the Initial Term this Agreement will be renewed automatically for successive periods of either one month or twelve months depending upon which payment option the Customer has selected for the Initial Term (“Subsequent Terms”), unless terminated by one party giving notice to the other party not less than 7 days prior to the end of the Initial Term or Subsequent Terms, as the case may be.

The terms of this Agreement may change be amended by BrokerEngine with a minimum of fourteen (14) days’ notice. Any amendments will be communicated in writing and will become effective at the end of the notice period.

2. Representatives

The parties represent that each person appointed as Representative has the authority to act on the appointing party’s behalf for all purposes in connection with this Agreement. A party may at any time replace its nominated Representative by giving written notice to the other party.

3. Nature of relationship

BrokerEngine enters into this Agreement and agrees to perform the SaaS Service as an independent contractor. Nothing in this Agreement is intended to create, or is evidence of, a relationship of employment, partnership, agency or joint venture between the Customer and BrokerEngine, or between Customer and any of BrokerEngine’s Personnel.

4. Provision of SaaS Service

BrokerEngine will provide the SaaS Service to the Customer in accordance with the terms of this Agreement.

In providing the SaaS Service, BrokerEngine will:

• effect Delivery of the SaaS Service after execution of this Agreement or such other date as agreed by the parties in writing;
• give appropriate notification to the Customer for all scheduled maintenance;
• provide the SaaS Service with all due care and skill;
• comply with all applicable laws and regulations which relate to the supply of the SaaS Service.

5. Customer obligations and acknowledgements

The Customer is obliged to:

• pay the Fees;
• pay for any additional charge if the Customer requests BrokerEngine to provide any additional services which are not part of the SaaS Services within 7 days of receipt of a tax invoice issued by BrokerEngine;
• pay the Fees without set-off or deduction;
• adhere to the invoicing and payment terms contained in Schedule 1; and
• ensure the reasonable availability of the Customer’s Representative when resolving a service-related incident or request.

The Customer acknowledges and agrees that:

• The Customer has adequate and appropriate resources to:
  • facilitate the installation and implementation of the Software using the current functionality contained within the Software; and
  • operate the Software during the Term;
• the SaaS Service does not include customisation or development of the Software to support Customer specific requirements that fall outside of the existing functionality of the Software or as otherwise noted in this Agreement;
• the SaaS Service is not intended, nor should it be used, as a substitute for professional advice or judgment or to provide legal advice with respect to the Customer’s particular circumstances;
• BrokerEngine will not be responsible for any third party application or service not under BrokerEngine’s control;
• the SaaS Service provides Configuration options; and
• the Customer’s liability to pay the Fees arises upon entry into this Agreement, notwithstanding that BrokerEngine has agreed to accept payment of the Fees by way of either annual or monthly instalments as set out in Schedule 1 of this Agreement.

6. BrokerEngine Customer Support

BrokerEngine may provide an On-Boarding Service for the Customer.

The Customer agrees to pay the On-boarding Fees quoted by BrokerEngine in advance before BrokerEngine is obligated to provide the On-Boarding Service.

BrokerEngine will provide the following help desk support in respect of the SaaS Service:

• Customer support: Monitored Monday – Friday 9.00 AM to 5:00 PM AEST (excluding National public holidays) via email support@brokerengine.com.au or phone 1300 998 791; and
• User knowledge base and Learning Management System website: Available 24/7.

Customer Support will support the Customer post implementation by:

• providing basic clarification of Software features and functionality;
• investigating reported Software issues and assist in identifying their cause;
• assisting nominated customer administrators in the resolution of Software issues arising from user error and/or lack of knowledge of the Software; and
• escalating service incidents to development for resolution.

7. Service requests

In support of the SaaS Service, BrokerEngine will respond to service-related incidents and/or requests submitted by the Customer within the following time frames:

• 0-8 hours (during business hours) for issues classified as High priority.
• Within 48 hours for issues classified as Medium priority.
• Within 5 working days for issues classified as Low priority.

Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.

In this clause:

• High priority means a critical system malfunction which severely impairs the end-user access to the SaaS Service;
• Medium priority means a critical system malfunction which severely impairs the administrative access to the SaaS Service; and
• Low priority means any system malfunction which does not severely impair user or administrative access to the SaaS Service.

8. Systems management

BrokerEngine will proactively manage and monitor all application server hardware devices and software to ensure optimal performance and reliability as well as to detect abnormal event or exceeded utilization or performance thresholds. BrokerEngine will proactively monitor the status of, among other things, the operating system, disk I/O, memory, and processes, critical application layer daemons and processes and trigger appropriate event notification alarms caused by errors and exceeded thresholds.

All servers, applications and networks supporting the hosting of the Software, will be operated, monitored and administered by BrokerEngine (or such third party as is deemed appropriate by BrokerEngine) 24 hours daily, every day, with no exclusion for holidays. In order to provide such coverage, BrokerEngine may utilise a mixture of onsite and on-call support staff, automated server monitoring and automated paging technology.

BrokerEngine will install new equipment, software releases, upgrades fixes, patches and other items necessary to maintain its servers and systems to leading industry standards at no additional cost to the Customer.

9. Network

Network uptime

BrokerEngine is hosted on Australia-based Amazon Web Service EC2 server infrastructure.

In this clause:

• Network Outages or Unscheduled downtime is any unplanned or unscheduled interruption in service availability during which the Customer is unable to access the SaaS Service as described in clause Network Uptime.
• A Network Outage is further defined as a period in which 100% packet loss to BrokerEngine’s Software is experienced, which is determined to have been caused by a problem in BrokerEngine’s network as confirmed by BrokerEngine. Downtime or outages are measured as the total length of time of the unplanned interruption in service availability across the Term.
• Scheduled Downtime is any BrokerEngine scheduled interruption of the SaaS Service, for the purpose of network upgrades, or replacement of any equipment in order to provide better service. Scheduled downtime occurs during notified downtime periods, with as much advance warning as possible via e-mail to the designated Customer Representative with a minimum of 48 hours notice. Scheduled downtime wherever possible will be conducted between the hours of 10pm to 3am AEST to minimise organisational disruption.

10. Suspension of SaaS Service

If any amount owing by the Customer under this Agreement is 7 or more days overdue, then the balance of the Fees plus any other amount due under the Agreement shall be immediately due and payable and BrokerEngine may:

• suspend the SaaS Service until all outstanding Fees are paid by the Customer in full; and
• Charge the Customer interest at an interest rate equal to the ATO General Interest Charge Rate found at https://www.ato.gov.au/Rates/General-interest-charge-%28GIC%29-rates/.

Should the SaaS Service be suspended in accordance with this clause, then such suspension will not impact on the Term or the Customer’s obligation to pay the Fees.

11. Confidentiality

The parties agree to keep the Confidential Information confidential.

Subject to clause 11.3, a party must not, and must not permit any of that party’s officers, employees, agents, contractors or related entities to disclose or announce to any person the existence or terms of this Agreement, provisions of this Agreement or any matters relating to this Agreement, other than:

• to that party’s professional advisors under a duty of confidentiality;
• as required by law;
• to enforce this Agreement; or
• with the prior written consent of the other party.

Notwithstanding clause 11.2 of this Agreement, the Customer acknowledges and consents to the disclosure by BrokerEngine of the existence of this Agreement, the parties to this Agreement and the Software, as part of any of their reporting (including any voluntary reporting) and legal.

Each party must return or destroy all Confidential Information and copies of it immediately to the disclosing party upon request in writing.

12. Data management

12.1 Backup

BrokerEngine has a data backup policy governing the method and frequency of backing-up Customer Content and data. The data backup process must ensure that:

• the data is stored securely, encrypted and its integrity is maintained; and
• daily data snapshots are conducted daily and are stored within SaaS back-up infrastructure for 7 days.

12.2 Information security

BrokerEngine will take all commercially reasonable steps to prevent unauthorised access to the Software, the Customer Content, user data and Confidential Information stored on BrokerEngine’s system infrastructure. Such steps must include as a minimum:

• a hardware firewall that provides the BrokerEngine server with protection from external unauthorised access;
• access to any Customer Content or data must require a user to login. All logins must be protected with encryption and multifactor authentication; and
• all Customer Content and data transmission must be conducted using SSL protection.

13. Intellectual Property Rights ownership and license

13.1 Pre-Existing Intellectual Property Rights

• Nothing in this Agreement constitutes an assignment or transfer of ownership of a party’s pre-existing Intellectual Property Rights to the other party.
• The Customer grants BrokerEngine a right to access and reproduce, or otherwise use Customer Content for the limited purposes of providing the SaaS Service and creating, publishing and making available de-identified aggregated benchmark data.

13.2 Intellectual Property Rights

The Customer agrees with BrokerEngine throughout the term of this Agreement:

• not to cause or permit anything which may damage or endanger BrokerEngine’s Intellectual Property Rights in the Software or allow others to do so;
• to notify BrokerEngine of any suspected infringement of BrokerEngine’s Intellectual Property Rights in the Software;
• to take reasonable action as BrokerEngine may direct at the expense of BrokerEngine for infringement of the Intellectual Property Rights of the Software or breach of this clause 13.2;
• to compensate BrokerEngine for any use by the Customer of BrokerEngine’s Intellectual Property Rights in the Software otherwise than under this Agreement;
• to indemnify BrokerEngine for any liability incurred to third parties for any use of BrokerEngine’s Intellectual Property Rights in the Software otherwise than under this Agreement;
• on the expiry or cancellation of this Agreement to immediately cease to use the Software save as expressly authorised by BrokerEngine in writing; and
• not to use the Software otherwise than as permitted by this Agreement.

13.3 License Rights

The Customer grants BrokerEngine a non-exclusive license for the duration of the Term to use, reproduce, display, transmit, communicate, publish and adapt the Customer Content for the purpose of:

• providing the SaaS Service; and
• providing the Customer Content to authorised users of the Software.

14. Indemnity

Customer indemnifies BrokerEngine against any and all Loss that BrokerEngine may incur arising out of, or in connection with:

• any breach of this Agreement by the Customer, its employees, agents or contractors; or
• any unlawful, fraudulent or negligent act or omission by the Customer, its employees, agents or contractors in connection with this Agreement.

The Customer’s liability to indemnify BrokerEngine will be reduced proportionally to the extent that any negligent act or omission, or breach of this Agreement by BrokerEngine, its employees, agents or contractors, contributed to the loss or liability.

15. Exclusions and Limitations

This clause 16 does not exclude, restrict or modify the application of any statutory provision (including a provision of the Competition and Consumer Act 2010 (Cth) or the Australian Securities and Investments Commission Act 2001 (Cth)) where to do so would contravene that statute or cause any part of this clause 16 to be void.

Except as set out in this Agreement, BrokerEngine makes no express warranties in respect of the provision of the SaaS Services or the Software.

BrokerEngine excludes all implied conditions and warranties except any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this clause to be void (‘Non-excludable Condition’).

To the extent permitted by law, BrokerEngine’ liability to the Customer for breach of any Non-excludable Condition is limited, to supplying those services again or payment of the cost of having the services supplied again.

Subject to clause 16.4, the liability of BrokerEngine to Customer under this Agreement for any Claim, howsoever arising, is limited to the first year’s Fee.

BrokerEngine will under no circumstances be liable for any special, exemplary, punitive or consequential loss or damage (including without limitation, loss of profit, loss of opportunity and loss of goodwill) incurred either directly or indirectly in connection with this Agreement.

Nothing in this Agreement will:

• limit or exclude any liability for death or personal injury resulting from gross negligence;
• limit or exclude any liability for fraud or fraudulent misrepresentation;
• limit any liabilities in any way that is not permitted under applicable law;
• exclude any liabilities that may not be excluded under applicable law.

16. Force Majeure

Despite any other provision of this Agreement, a party (Affected Party) will not be liable to the other party for any delay or failure by the Affected Party to perform its obligations under this Agreement resulting from a Force Majeure Event.

The Affected Party must use its best endeavours to remove, overcome or minimise the effects of that Force Majeure Event as quickly as possible. This does not require the Affected Party to settle any industrial dispute in any way that it considers inappropriate.

The Affected Party must, as soon as the Force Majeure Event ceases, re-commence the performance of its obligations under this Agreement. The time given to perform those obligations will be extended by the period of the Force Majeure Event (or longer if the parties agree).

If a Force Majeure Event continues for more than 60 days, the Affected Party may terminate this Agreement by notice in writing of not less than 14 days to the other party. In the event of termination under this clause, the Affected Party is not liable to the other party except to the extent of rights or obligations which accrued before termination.

17. Termination

Either party may terminate this agreement if:

• The other party is in material breach of any of its obligations under this Agreement; and
• The defaulting party fails to remedy the breach within 30 days, or such other period as may be agreed in writing between the parties, after receipt of a written notice from the non-defaulting party requiring rectification of the breach.

The parties may terminate this Agreement by mutual consent in writing.

Either party may, in its absolute discretion, terminate this Agreement by providing notice to the other party if the other party is the subject of an Insolvency Event.

Consequences of termination

On termination of this Agreement:

• Subject to clause 18.6, each party will, except as otherwise agreed by them, cease to perform their obligations under this Agreement;
• BrokerEngine will, within a reasonable timeframe but without undue delay:
  • discontinue use of all Customer Content;
  • remove all Customer Content from the Software and BrokerEngine’s computer servers; and
  • either return all Customer Content to the Customer or destroy the Customer Content, as directed by the Customer;
• each party will immediately discontinue all use of the other party’s Intellectual Property Rights;
• the Customer will immediately discontinue its use of the Software; and
• each party must return to the other, or destroy, all records of Confidential Information of the other party.

Should the Customer terminate the Agreement, other than pursuant to clause 18.1, the balance of Fees plus any other amount payable under the Agreement (including all amounts outstanding as at the date of termination as well as all amounts yet to be invoiced) will become immediately due and payable by the Customer to BrokerEngine. BrokerEngine will not be liable to reimburse the Customer for any Fees (on a pro rata basis or otherwise) that have already been paid by the Customer prior to the date of termination.

On termination of this Agreement the accrued rights and liabilities of the parties as at termination, and clauses Confidentiality, Intellectual Property Rights, Warranties, Indemnities, Insurance, Consequences of termination, Notices, Governing law, Definitions and interpretation and this clause will survive and continue in full force and effect.

18. Dispute Resolution

If a dispute, other than a dispute in relation to payment of Fees by the Customer arises between the parties in relation to this Agreement, the dispute must be dealt with in accordance with this clause.

Any party claiming that a dispute exists must notify the other party in writing of the nature of the dispute, providing detailed particulars of the dispute together with any documents in support.

Upon service of a notice in accordance with clause 19.2 the parties will attempt in good faith to resolve the dispute through negotiations between a director or senior executive of each of the parties with authority to settle the relevant dispute.

If the dispute is not resolved within 14 days of service of a notice under clause 19.2, or such other period as may be agreed in writing between the parties, legal proceedings may only then be commenced.

19. Data Privacy and Data Protection

In performing the SaaS Service, BrokerEngine will:

• comply with the Privacy Laws relating to Personal Information obtained by or disclosed to it by the Customer pursuant to this Agreement;
• take all steps necessary to restrict access to the Personal Information to those employees and/or professional advisers who need access in order for the fulfilment of BrokerEngine’s obligations under this Agreement;
• not disclose the Personal Information to a third party except as may otherwise be permitted by this Agreement;
• not do anything that will cause the Customer to breach any Privacy Laws; and
• give the Customer any assistance reasonably required to report any breaches of Privacy Laws.

The Customer agrees to:

• comply with the Privacy Laws relating to Personal Information provided by or disclosed by it to BrokerEngine pursuant to this Agreement;
• not do anything that will cause BrokerEngine to breach any Privacy Laws; and
• give BrokerEngine any assistance reasonably required to report any breaches of Privacy Laws.

20. GST

If any supply made under or in connection with this Agreement is a taxable supply, the consideration that the recipient of that taxable supply must otherwise pay or provide for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply, subject to a valid tax invoice being delivered to the recipient.

Words or expressions used in this clause and Agreement which have a particular meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning, unless the context otherwise requires.

21. Notices

Customer’s Representative and BrokerEngine’s Representative may represent the Customer and BrokerEngine respectively, for the purposes of this Agreement.

Each of Customer’s Representative and BrokerEngine’s Representative is capable of giving and receiving any notices required to be given or received for the purposes of this Agreement and doing all things necessary to be done by a party under this Agreement.

A notice, consent or other communication under this Agreement is only effective if it is in writing, signed and either left at the addressee’s address or sent to the addressee by mail, or e-mail.

A notice, consent or other communication that complies with this clause is regarded as given and received:

• if sent by express mail, 3 working days after it is posted;
• if sent by e-mail, when the sender receives confirmation on its server that the message has been transmitted.

A party’s postal address and email address are those set out in Item 1 of Schedule 1, or as last notified by the party.

22. No reliance

The Customer acknowledges and agrees that in entering into this Agreement, the Customer does not, except to the extent expressly stated in this Agreement, rely on any representation, warranty, condition or other conduct which may have been made by BrokerEngine, or any person purporting to act on behalf of BrokerEngine.

23. Assignment

Neither party will assign or transfer all or any of its rights or obligations under this Agreement.

24. Waivers

Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law will not constitute a waiver of that (or any other) right or remedy, nor will it preclude or restrict any further exercise of that (or any other) right or remedy.

25. Variations

No variation of this Agreement will be valid unless it is in writing and signed by, or on behalf of, each of the parties.

26. Costs

Except as otherwise expressly stated in this Agreement, each party will be responsible for all its own costs incurred in the negotiation of this Agreement.

27. Inconsistency with other documents

If this Agreement is inconsistent with any other document or agreement between the parties, this Agreement prevails to the extent of the inconsistency.

28. Severance

If any provision of this Agreement is determined to be illegal, invalid, void or voidable the legality or validity of the remainder of this Agreement will not be affected and will continue in full force and effect.

29. Governing law

This Agreement will be governed by and construed in accordance with the laws of Western Australia.

30. Jurisdiction

The parties submit to the exclusive jurisdiction of the Courts of Western Australia.

31. Definitions and interpretation

In this Agreement

• Agreement means the agreement set out in this document and any annexures or schedules to it.
• Claim means any prosecution, claim, complaint, disadvantage, writ, action, proceeding, suit, damage, demand, cause of action, arbitration, debt, dues, verdict, judgment, cost and expense or other like matter whether present, prospective or contingent, whether arising at law, in equity or under statute, and whether or not the facts, matters or circumstances giving rise to that claim, complaint, disadvantage, writ, action, proceeding, suit, damage, demand, cause of action, arbitration, debt, dues, verdict, judgment, cost or expense is known or unknown to all of the parties or any one or more of them at the date of this Agreement.
• Commencement Date means the date on which this Agreement is executed by the parties and if executed by the parties on different dates, means the later of those dates
• Confidential Information means in relation to either party, all information which is disclosed by one party to the other relating to any proposed or existing network, products, SaaS Service, technologies, designs, personnel, concepts, methodologies, business or affairs of the disclosing party and includes both verbal and written information and may include but is not limited to, any commercial, financial or technical information and which:
  • either party has marked as confidential or proprietary;
  • either party, orally or in writing, has advised the other party is of a confidential nature; or
  • due to its character or nature, a reasonable person in a like position and under like circumstances would treat as confidential, but does not include information which:
  • is now or becomes generally available to the public other than through a breach of this Agreement;
  • has become or becomes available to either party without an obligation of confidence;
  • is independently developed by the recipient, its officers, employees, agents or contractors; or
  • is required by law, a court or governmental order to be disclosed.
• Configuration means utilising the current functionality contained within the Software to select workflows, notifications, branding and data structure. It does not include customisation or development to support Customer specific requirements that fall outside of the existing functionality of the Software.
• Customer Content means all content, information, data, materials and Intellectual Property Rights developed and owned by the Customer and made available to BrokerEngine by the Customer for hosting on the Software in the manner described in this Agreement.
• Delivery means the date that BrokerEngine issues the Software URL, and log-in details to the Customer.
• Fees means the total amount payable in respect of the Software Licence as set out in brokerengine.com.au/pricing all other amounts payable by the Customer to BrokerEngine under this Agreement as provided for in Schedule 1 to this Agreement.
• Force Majeure Event means any circumstance not within the reasonable control of the party affected by it which results in the party not being able to observe or perform on time one of its obligations pursuant to this Agreement, other than payment of the Fees, and includes an act of God, an industrial dispute, war declared or undeclared, civil disturbance, act or omission of government or other competent authority, fire, lightning, explosion or flood.
• Initial Term means the initial annual or monthly term of this Agreement, as set out in clause 1.1;
• Insolvency Event means in respect of a party (the Insolvent), any one or more of the following:
  • the appointment to the Insolvent of an administrator, receiver and manager, liquidator, controller trustee in bankruptcy, controlling trustee or any other external administrator of an equivalent kind;
  • where the Insolvent commits an act of bankruptcy as defined in section 40 of the Bankruptcy Act 1966, or where an application to a court or an order for the winding up of the Insolvent is made, or where anything analogous or having a substantially similar effect to any of the preceding events happens under the law of any applicable jurisdiction.
• Intellectual Property Rights means all intellectual and industrial property rights subsisting (in any part of the world) in any media now in existence or developed in the future including rights in the nature of any patent, trade mark or service mark, copyright including future copyright, design, logo, database right, business name, trade name, brand name, commercial name, circuit layout, trade secret or confidential information (including in the case of the parties, their Confidential Information), inventions, discoveries, processes, methods, know-how, computer software, scientific, technical and product information and any other similar or analogous rights, whether or not registered or registrable.
• Loss means any losses, damages, costs, expenses, Claims or liabilities (including to a third party) of any kind.
• Personal Information means personal information as defined under the Privacy Act.
• Personnel means the employees, agents or contractors of a party.
• Privacy Act means the Privacy Act 1988 (Cth).
• Privacy Laws means the Privacy Act 1988 (Cth), the Privacy Regulations 2013 (Cth), the Australian Privacy Principles set out in the Privacy Act 1988 (Cth) and all Australian legislation, industry codes and policies relating to the collection, use, disclosure, storage of or granting of access to Personal Information;
• Representative means the person appointed by each party to act on its behalf pursuant to clause 2 Representatives.
• SaaS Service means the services to be performed by BrokerEngine for the Customer, as more particularly described in this Agreement, including provision of the Software.
• Onboarding Fee means the setup fees identified in the Fees in Schedule 1.
• Software means the software licensing and delivery model known as “BrokerEngine and BrokerEnginePlus” in which BrokerEngine centrally hosts pre-built software which is then accessed by the Customer via the internet using a web browser.
• Software Licence means the licence issued to a user to access the SaaS provided under this Agreement.
• Subsequent Term means any subsequent term of this Agreement, which arises in accordance with clause 1.1.
• Term means the term of this Agreement, being the Initial Term and any Subsequent Term as defined in clause 1.
• User License means an active user within the Software.

In the interpretation of this Agreement:

• headings, footnotes or sidenotes in this Agreement are included for ease of reference only and are not to be used in construing the provisions of any clause;
• reference to the plural includes the singular and vice versa, reference to any gender will include all other genders and reference to a person will include firms and corporations;
• where a party is a natural person, reference to that party will include that party’s executors administrators successors and assigns of every description and where a party is a firm or corporation, reference to it will include its
  successors and assigns of every description;
• each of the terms conditions and provisions of this Agreement will be construed as a separate and independent provision;
• any obligation on the part of 2 or more persons will bind each of them, and each of their successors and assigns of every description, jointly and severally;
• any reference to ‘including’ will not limit any preceding words; and
• a reference to “dollars” or “$” is to the lawful currency of Australia.

Schedule 1

1. Fees

• The Fees are as set out in BrokerEngine Software | Plans and Pricing from time to time.
• Onboarding Fees is the fee charged for the Kickstart.
• BrokerEngine may amend Fees with a minimum of fourteen (14) days’ notice. Notice of any Fee changes will be provided via a notification on the BrokerEngine website and will take effect at the end of the notice period.

2. Invoicing and payment terms

• Annual or monthly Instalment payments of the Fees are payable at the beginning of each Term, depending on the initial selection made by the Customer.
• The Fees will be payable at the beginning of each Term and any Subsequent Term.
• All invoices must be paid within 7 days of the issue date on the invoice.
• The Customer will pay interest on any invoice not paid in accordance with the payment terms outlined in this clause at the prescribed pre-judgment interest rate pursuant to section 51A of the Federal Court of Australia Act 1976 (Cth) and calculated daily from the due date of the invoice.
• The Customer will be liable for any legal costs incurred by BrokerEngine on a solicitor and client basis to enforce payment of the Fees.

3. Refund in first 90 days (‘BrokerEngine’ Customers Only – this does not apply to ‘BrokerEngine Plus’ Customers)

• BrokerEngine will refund any Fees paid by the Customer to BrokerEngine (minus any payment processing fees) if the Customer discontinues use of the Services within 90 days of commencing use of the Services and provides written notice to BrokerEngine prior to the expiry of the 90 day period.
• To the extent that there is any inconsistency between the guarantee at BrokerEngine Software | Plans and Pricing and this Agreement, the terms of this Agreement will take precedence to the extent of any inconsistency.

4. Refund of unused Fees (annual instalment payments only – this does not apply to monthly instalment payments)

• If the Customer has opted for an annual payment of Fees and this Agreement is terminated by the Customer or BrokerEngine during an annual term, no refund of unused Fees will be payable to the Customer.