AFG Business Portal Licence and Commission Terms

  1. Licence, Accreditation and Personal Information
    1. Australian Finance Group Ltd (AFG) grants you a non-exclusive, non-transferable licence to use the AFG Business Portal in Australia (Licence) until the termination of this Licence.
    2. These are the terms and conditions that apply to this Licence and to your use of the AFG Business Portal until they are amended in accordance with these terms and conditions.
    3. This Licence, and your access to the AFG Business Portal, will commence after you have been Accredited and your access to the AFG Business Portal has been approved by AFG.
    4. You cannot use the AFG Business Portal if you are not Accredited. AFG may specify Accreditation requirements including, without limitation, training requirements and user instructions which must be followed when using the AFG Business Portal.
    5. AFG may withdraw your Accreditation if, in AFG’s opinion, you do not, or have failed to, comply with any Accreditation requirements.
    6. AFG will notify you if your Accreditation has been withdrawn.
    7. AFG may provide your personal information or any other information relating to you or an Application introduced using, via or through the AFG Business Portal to any Funder for any purpose related to the AFG Business Portal.
    8. You are responsible for obtaining all hardware and software necessary to use and run the AFG Business Portal.
  2. Payment and Commissions
    1. You must pay AFG the Fees for this Licence (if any).
    2. The Fees (if any) are specified in the AFG Fee Schedule which is available on the KnowledgeHQ Website and on request.
    3. The Fees (if any) are payable monthly in advance.
    4. The Fees (if any) are payable by direct debit or otherwise as notified by AFG.
    5. AFG reserves the right in its absolute discretion to change the Fees from time to time. AFG will give you at least 14 days’ notice before any change takes effect.
    6. If AFG does not receive the Fees (if any) when they are due, then AFG may, at its discretion:
      • suspend your access to the AFG Business Portal until your payments are up to date; or
      • terminate this Licence. See clause 3 for more details on termination of this Licence.
    7. AFG Business Commissions will be calculated and paid in accordance with the relevant AFG Member Agreement and the AFG Business Commission Rate Notice.
    8. To the extent that there is any inconsistency, the AFG Business Commission Rate Notice supersedes any other agreement for the payment of Commission with respect to applications introduced using, via or through the AFG Business Portal.
    9. AFG Business Commissions will be distributed in accordance with the relevant AFG Member Agreement (including this Schedule). If you have a specific commission split agreement and distribution instructions for AFG Business products, AFG Business Commissions will be split and distributed accordingly. If you do not, AFG Business Commissions will be split and distributed in accordance with your agreement and instructions for commercial loans. If you do not have either, AFG Business commissions will be split and distributed in accordance with your agreement and instructions for residential loans.
  3. Termination
    1. AFG may terminate this Licence with immediate effect without notice to you if:
      • you fail to pay any Fees; or
      • you cease to be an Eligible User.
    2. AFG may terminate this Licence by notice in writing:
      • with immediate effect if you breach clauses 4, 6, 7 or 8 of this Licence; or
      • with immediate effect if you fail to remedy a failure to comply with any other term of this Licence within 7 days of the date of AFG giving you written notice of the failure; or
      • at any time in its absolute discretion on giving you 7 days notice.
    3. You may terminate this Licence by providing 7 days written notice to AFG if:
      • you are no longer permitted to introduce or refer applications for finance or other products through AFG;
      • AFG provides notice of a variation to the Fees under clause 2.5, and you do not accept that variation; or
      • AFG provides notice of a variation to this Licence under clause 5.1, and you do not accept that variation.
    4. On termination of this Licence, you must immediately return to AFG, or destroy or delete as AFG directs, manuals and information provided by AFG relating to the AFG Business Portal, and all copies (in any form) that you have made of the AFG Business Portal and any other documents or materials provided by AFG.
    5. Termination of this Licence is without prejudice to any other rights or remedies that you or AFG may have under this Licence or otherwise. Termination of this Licence does not affect any rights or obligations that you or AFG may have accrued prior to termination.
    6. Clauses 4, 6, 7 and 10 to 16 survive termination of this Licence.
  4. Use
    You acknowledge and agree that this Licence does not include the right to copy the AFG Business Portal or its content in any form without AFG’s prior written consent. If AFG consents to copies of any material being made, the copies and the storage media on which they are contained are the property of AFG. You must ensure that all such copies bear the proprietary notice of AFG, as notified by AFG.
  5. Variations
    1. AFG may vary this Licence at any time by providing you with 14 days written notice of the variation. By logging into the AFG Business Portal and/or using the AFG Business Portal after the 14 day notice period has elapsed, you accept that variation.
    2. AFG may vary the content and functionality of the AFG Business Portal at any time without notice. AFG may at any time suspend, cancel or amend access to the AFG Business Portal without notice.
  6. Restrictions
    You must comply with all applicable laws in your use of the AFG Business Portal. In addition, you must not:
    • alter, merge, modify or adapt the AFG Business Portal, or any material contained on or accessed through the AFG Business Portal, in any way (including without limitation reverse engineering, disassembling or decompiling);
    • remove proprietary notices from the AFG Business Portal, or material printed from the AFG Business Portal;
    • loan, rent, lease or sub-licence the AFG Business Portal or any copy of the AFG Business Portal;
    • allow any person to use or have access to the AFG Business Portal or any copy of it, except with the prior written permission of AFG, which AFG may withhold in its absolute discretion;
    • use the AFG Business Portal for any purpose other than facilitating the introduction or referral through AFG of finance applications and other products that are agreed by AFG;
    • continue to access or use, or attempt to access or use, the AFG Business Portal after you have ceased to be an Eligible User or this Licence has terminated; or
    • use the AFG Business Portal except in accordance with the applicable user instructions.
  7. Intellectual Property Rights
    1. Except for the rights to use the AFG Business Portal granted to you in this Licence, AFG and its third party licensors retain all rights in the AFG Business Portal. The AFG Business Portal and all Intellectual Property rights in the AFG Business Portal and in all material contained in the AFG Business Portal remain the sole and exclusive property of AFG and its third party licensors.
    2. You acknowledge that the AFG Business Portal is confidential to and valuable property of AFG. You must treat as confidential and keep secret all information (including ideas and concepts) contained or embodied in the AFG Business Portal. You must notify AFG immediately on becoming aware of, or forming a reasonable suspicion of, any unauthorised access or unauthorised use or copying of the whole or any part of the AFG Business Portal.
    3. You must inform all Authorised Users that the AFG Business Portal and the information contained in the AFG Business Portal is confidential.
    4. You are responsible for:
      • the use of the AFG Business Portal by any Authorised User;
      • ensuring that each Authorised User is aware of the Licensee’s obligations under this Licence and complies with those obligations; and
      • ensuring that the Authorised Users do not do anything that would cause you to breach this Licence, including without limitation your obligation to keep the AFG Business Portal confidential.
  8. Access to AFG Business Portal
    1. You must keep your User ID and Password secure and confidential.
    2. You must notify AFG immediately if a record of your User ID or Password is lost or stolen, or you are aware that another person (other than an Authorised User) knows or has used your User ID or Password.
    3. You acknowledge and agree that:
      • any person who supplies AFG with your User ID and Password will be able to access the AFG Business Portal and Your Data;
      • your access to the AFG Business Portal will not be uninterrupted, and may be affected by outages, faults and delays for which AFG is not liable;
      • you will be unable to access the AFG Business Portal during periods in which AFG is performing scheduled or unscheduled maintenance on the AFG Business Portal or on equipment used to host the AFG Business Portal;
      • AFG may implement security measures in respect of the AFG Business Portal without notice to you, including denying or suspending your access to the AFG Business Portal if AFG believes this to be necessary to ensure the quality, integrity or security of the AFG Business Portal; and
      • AFG does not warrant that the AFG Business Portal will be free from interruption and malfunction. To the extent lawfully permitted, AFG is not liable for any interruption or other malfunction of AFG Business Portal.
  9. Links to other sites
    The AFG Business Portal may contain links to other sites (Linked Sites). AFG does not sponsor, endorse or approve of any material on Linked Sites. AFG makes no warranties regarding any Linked Site.
  10. Your Data
    1. AFG obtains no right, title or interest in Your Data. AFG is not responsible for, and has no liability in respect of, the content, accuracy, reliability or completeness of Your Data. You indemnify AFG against all loss or damage suffered by AFG arising from Your Data.
    2. AFG is not liable for the interception by any person of Your Data, or any loss or damage caused to your property or computer systems in connection with Your Data.
    3. AFG may retain a copy of Your Data following termination of this Licence.
  11. Third party information
    You acknowledge that information made available using the AFG Business Portal, may be provided by third parties. AFG is not liable for any information provided by third parties, including content, accuracy, reliability or completeness of such information.
  12. Consumer Rights
    1. You may have certain rights under the Australian Consumer Law or other applicable law that cannot be lawfully excluded or limited (Consumer Rights). Nothing in this Licence applies to the extent it is inconsistent with your Consumer Rights.
    2. AFG makes no warranty or representation with respect to the AFG Business Portal.
    3. All conditions, warranties or other terms, whether express, implied, statutory or otherwise, with respect to the AFG Business Portal are excluded or limited to the fullest extent permitted by law.
  13. Limitation of Liability
    1. To the extent lawfully permitted:
      • AFG does not warrant to the Licensee that the functions contained in the AFG Business Portal will meet your requirements or that the operation of the AFG Business Portal will be uninterrupted or error free or that all errors will be corrected. It is your responsibility to retain your own records, verify and to make backup copies of all information stored in or entered into the AFG Business Portal; and
      • AFG is not liable for any losses caused from loss of information entered into, or stored in the AFG Business Portal. AFG is not liable for any loss or damage caused by a virus, worm, trojan horse or other code or device forming part of or accompanying the AFG Business Portal, or transmitted through the AFG Business Portal.
  14. Notices
    AFG may give you notices (for example about changes to the Fees or these terms and conditions) by email, via the AFG Business Portal, on the FLEX Website or otherwise as previously notified to you. Any notice that AFG must give in writing may be given by email. Any notice given to you by email will be deemed to be received by you on transmission.
  15. Interpretation
    In this Licence:
    • headings are for convenience and do not affect interpretation of this Licence;
    • specifying anything after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included;
    • the singular includes the plural and the plural includes the singular;
    • words of gender include all genders;
    • other parts of speech and grammatical forms of a word or phrase defined in this Licence have a corresponding meaning;
    • a reference to a right includes a remedy, power, authority, discretion or benefit;
    • a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
    • a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;
    • a reference to conduct includes, but is not limited to, an omission, statement and undertaking, whether or not in writing;
    • no provision in this Licence is to be construed adversely to a party because that party was responsible for the preparation of this Licence or that provision;
    • an expression importing a person (other than a reference to a natural person) includes any company, partnership, joint venture, association, corporation or other body corporate and any Government party as well as an individual;
    • a reference to a party to a document includes that party’s successors and permitted assigns; and
    • defined terms have the same meaning as in the AFG Member Agreement unless otherwise specified.
  16. Definitions
    In this Licence, unless the context otherwise requires:

    Accredited means accredited by AFG to introduce Applications using, via or through the AFG Business Portal and you hold an Accreditation if you are Accredited;

    AFG Business Commissions means Commissions for Applications introduced using, via or through the AFG Business Portal.

    AFG Business Commission Rate Notice means the document setting out the Commissions payable with respect to Applications made using, via or through the AFG Business Portal, as updated, amended or varied by AFG from time to time;

    AFG Business Portal means the electronic platform which is made available by AFG for the review and assessment of potential applications for finance including, without limitation, commercial and business finance which includes the Intellectual Property of AFG and any Third Party Technology;

    AFG Member Agreement means an agreement for the introduction or referral of finance applications and/or other products through AFG;

    Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of any applicable state or territory laws;

    Authorised User means any person that you permit to use the AFG Business Portal with the prior written permission of AFG pursuant to clause 6(d);

    Consumer Rights is defined in clause 12;

    Eligible User means a natural person who is Accredited and:
    • is a Member;
    • is a Intermediary;
    • is a current employee or contracted service provider of a Member who is permitted by AFG to hold a Licence; or
    • is a person approved in writing by AFG as an Eligible User (such approval may be withdrawn by AFG in its absolute discretion);

    Fees means the fees payable by you for the Licence;

    FLEX Website means the website at https://flex.afgonline.com.au (and/or such other website notified by AFG) and all information contained on or accessed through the website;

    Intellectual Property means all patents, patent applications, inventions and improvements to existing inventions, registered and unregistered trademarks, copyright, designs (whether registered or not), processes, process flows, circuit layouts, know-how, trade secrets, confidential information and all other intellectual property;

    Intermediary means a person who AFG permits to introduce or refer finance applications and/or other products that are agreed by AFG, through AFG;

    KnowledgeHQ Website means the website at https://knowledgehq.afgonline.com.au (and/or such other website notified by AFG) and all information contained on or accessed through the website;

    Member means a person who is a party to an AFG Member Agreement (or substantially similar agreement) with AFG, that has not expired or terminated;

    Password means the password issued to you to access the AFG Business Portal;

    Third Party Technology means any information or technology, owned by a third party and incorporated in the AFG Business Portal, that AFG has a right to sublicense to you;

    User ID means the user identification name issued to you to access the AFG Business Portal;

    you or your means the person who accepts these terms and conditions; and

    Your Data means all data that you input using the AFG Business Portal.