Legal Framework

Paid Service Agreement

These terms govern your use of the Paid Platform and services.

Intro

Introduction

Paid Service Agreement

Paid Dot Pty Ltd

ABN 140 677 792

AFSL 700215

Introduction

1. Introduction

1.1 This Service Agreement ("Service Agreement" or "Agreement") is made between Paid Dot Pty Ltd (ACN 140 677 792) trading as Paid. ("Paid") and the person or entity that accepts this Agreement ("User").

1.2 Paid holds Australian Financial Services Licence No. 700215 and is authorised to provide general financial product advice and deal in Non-Cash Payment (NCP) products. This Agreement governs the User's access to and use of the Paid Platform and all Services offered through it.

1.3 This Agreement provides a general description of the Services Paid may provide to Users, including the drafting, signing and administration of Construction Contracts and associated payment features described in Parts C and D of this Agreement.

1.4 This Agreement forms a binding contractual arrangement which authorises the User to use the Paid Platform. By completing the registration process and clicking 'I Agree', the User confirms they have read, understood and agree to be bound by this Agreement.

1.5 Unless otherwise indicated, capitalised terms used in this Agreement have the meaning given to them in Attachment A.

2. Term

2.1 This Agreement commences when the User accepts it during the sign-up process ("Commencement Date") and continues until terminated in accordance with clause 26 ("Term").

2.2 Retail Consumers who are individuals engaging Paid services for personal, domestic or household purposes (including residential property owners) may cancel this Agreement within 14 calendar days of the Commencement Date ("Cooling-Off Period") without incurring any penalty or fee. To exercise this right, the User must notify Paid in writing via contact@paid.inc during the Cooling-Off Period. Cancellation does not affect rights or obligations arising from transactions completed or initiated during the Cooling-Off Period, including any fees already incurred.

2.3 If the User uses the Services after termination or registers for another Paid Account, the User agrees to be bound by the version of this Agreement in force at that time.

3. Definitions And Interpretation

3.1 Rules for Interpreting This Agreement

Headings are for convenience only and do not affect interpretation. The following rules apply in interpreting this Agreement, except where the context makes it clear that a rule is not intended to apply:

(a) A reference to a legislative provision or legislation is to that provision as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(b) A reference to a document or agreement is to that document or agreement as amended, supplemented, replaced or novated;

(d) A reference to a person includes any type of entity, whether or not incorporated, and any executor, administrator or successor in law;

(e) A singular word includes the plural and vice versa, and a word which suggests one gender includes all genders;

(f) If a word is defined, any other grammatical form of that word has a corresponding meaning;

(g) If an example is given, it does not limit the scope of the thing described;

(h) A reference to 'information' includes information in any form or medium, whether formal or informal, written or unwritten;

(i) A reference to 'dollars' or '$' is to Australian currency;

(j) A reference to a 'clause' or 'schedule' is a reference to a clause or schedule of this Agreement; and

(k) The word 'agreement' includes an undertaking or binding arrangement, whether or not in writing.

3.2 Non-Business Days

If the day on or by which a person must do something under this Agreement is not a Business Day, the person must do it on or by the next Business Day.

3.3 Contra Proferentem

This Agreement is not to be interpreted against the interests of a party merely because that party proposed the Agreement or some provision of it, or because that party relies upon a provision to protect itself.

4. Financial Services Framework

4.1 AFSL Status and Authorisations

Paid holds Australian Financial Services Licence No. 700215, which authorises Paid to:

(a) Provide general financial product advice in relation to Non-Cash Payment (NCP) products; and

(b) Deal (including by applying for, acquiring, varying and disposing of) in Non-Cash Payment products, including the Paid Transaction Account.

4.2 Regulatory Documents

Where Paid provides financial services or financial products, including the Paid Transaction Account, those services and products are additionally governed by:

(a) Paid's Australian Financial Services Licence (No. 700215);

(b) The Product Disclosure Statement (PDS) for the Paid Transaction Account, as updated from time to time;

(d) The Target Market Determination (TMD), as updated from time to time.

Each of these documents is available at www.paid.inc and forms part of the regulatory framework governing the provision of Paid's financial services, but does not form part of the terms and conditions of this Agreement unless expressly incorporated by reference.

4.3 Order of Precedence

In the event of any inconsistency between this Agreement and any regulatory document, the following order of precedence applies:

(a) The Product Disclosure Statement (to the extent the inconsistency relates to the nature, features or risks of a financial product);

(b) Any Supplementary Product Disclosure Statement;

(d) All other policies, schedules and procedures incorporated by reference.

4.4 General Advice Warning

Any information, content or guidance provided by Paid (whether on the Paid Platform, in communications, or in this Agreement) in connection with the Paid Transaction Account or any other financial product constitutes GENERAL FINANCIAL PRODUCT ADVICE ONLY.

It does NOT take into account your personal objectives, financial situation or needs. Before acting on any such information, you should consider whether it is appropriate for your circumstances.

Paid is not your financial adviser. You should obtain independent financial advice if you are uncertain about any financial product or transaction on the Paid Platform.

4.5 Distributor and Representative Obligations

Users who distribute, recommend or facilitate access to Paid financial products or services on behalf of third parties must:

(a) Not hold themselves out as authorised representatives of Paid unless expressly authorised in writing by Paid;

(b) Comply with any distributor obligations imposed by Paid's Target Market Determination, as updated from time to time;

(c) Notify Paid within 5 Business Days of becoming aware of any dealing, distribution or recommendation activity that may be inconsistent with the TMD or Paid's AFSL obligations; and

(d) Comply with any training or competency requirements specified by Paid for distributors of Paid financial products.

5. Paid Users

5.1 Types of Users

There are multiple types of Users on the Paid Platform:

(a) Construction Service Providers — those who perform construction-related services (Builders, Subcontractors and Suppliers);

(b) Property Owners — those receiving construction services;

(c) Construction and Contract Management Service Providers — those managing and reporting on construction services, including architects, project managers and quantity surveyors; and

(d) Funders — those funding construction services, including banks, alternate financiers, credit funds and private funders.

5.2 Construction Service Providers

Construction Service Provider Users are able to:

(a) Create a Paid Account;

(b) Operate a Paid Transaction Account as described in clause 10; and

5.3 Property Owners

Property Owner Users are able to:

(a) Create a Paid Account;

(b) Operate a Paid Transaction Account as described in clause 10; and

5.4 Construction and Contract Management Service Providers

These Users are able to:

(a) Create a Paid Account;

(b) Operate a Paid Transaction Account as described in clause 10; and

5.5 Funders

Funder Users are able to:

(a) Create a Paid Account;

(b) Operate a Paid Transaction Account as described in clause 10;

(d) Track and manage payments on the Paid Platform.

6. Your Paid Account

6.1 Registration and Permitted Activities

(a) Only businesses (including sole proprietors) and other entities or persons located in Australia are eligible to apply for a Paid Account.

(b) The User must provide Paid with their full legal name, business or trading name, email address, phone number, Australian Business Number (ABN) and such other information as Paid may reasonably require. Until Paid has reviewed and approved all required information, the User will not be able to use any Services on the Paid Platform.

(c) The Paid Account may only be used for legitimate business purposes related to construction contracts, associated payments, and the management of construction-related projects.

6.2 Business Representative — Authority

(a) The User and its Representative individually affirm to Paid that the Representative is authorised to provide the information described in clause 6.1(b) on the User's behalf and to bind the User to this Agreement.

(b) Paid may require the User or its Representative to provide additional information or documentation demonstrating the Representative's authority.

(c) Without the express written consent of Paid, neither the User nor its Representative may register or attempt to register for a Paid Account on behalf of a User that Paid has previously terminated.

(d) If the User is an individual trader, the User and its Representative affirm that the Representative is personally responsible and liable for the User's use of the Services and obligations to its customers, including any fees payable under this Agreement.

(e) All Representatives must be over 18 years of age. If the User is a legal entity, its Representative must obtain the consent of the board or an authorised officer before binding the User to this Agreement.

6.3 Business Representative — Additional Verification

The User agrees and authorises Paid to, at any time during the Term:

(a) Require additional information from the User to verify beneficial ownership or control of the business, validate information provided, verify the identity of the User or its Representative, and assess the risk associated with the User's business;

(b) Request business invoices, copies of government-issued identification, business licences, financial statements or other information related to the User's business, its beneficial owners or principals;

(c) If the User uses Construction Contract and Payment Services, request copies of financial statements or records pertaining to the User's compliance with this Agreement;

(d) Require the User to provide a personal or company guarantee (failure to provide this information may result in suspension or termination of the User's Paid Account);

(e) Retrieve information about the User's business including via KYB (Know Your Business) and KYC (Know Your Customer) checks, which are conducted through Paid's appointed verification provider (currently FrankieOne); and

(f) Use any information obtained to verify information the User provides, and to assess the User's overall risk profile. Such information may affect Paid's decision to approve, maintain, suspend or terminate the User's Paid Account.

6.4 Keeping Your Account Current

(a) The User agrees to keep all information relating to its Paid Account current and accurate; and

(b) Promptly update its Paid Account with any changes affecting the nature of the User's business activities, Representatives, beneficial owners, principals or any other pertinent information. Paid may suspend or terminate the User's Paid Account if the User fails to keep this information current.

6.5 Your Relationship With Your Customers

The User acknowledges and agrees:

(a) Paid is not responsible for verifying or validating the accuracy of any information entered into the Paid Platform by the User or through any integration solution;

(b) The User is solely responsible for the accuracy and correctness of all information entered into the Paid Platform at the time it is submitted;

(d) The User assumes full responsibility for managing its relationships with its Customers, recognising that its understanding of its Customers surpasses that of Paid; and

(e) The User is solely responsible for the quality and nature of the products or services it provides to its Customers, including delivery, support, refunds, returns and any other services offered.

6.6 Paid Account Support

(a) Paid will provide the User with support to resolve general issues relating to the Paid Account and use of the Services, primarily through the Service Desk on the Paid Platform.

(b) The User is solely responsible for providing support to its own Customers regarding product or service delivery, quality, refunds and any other issues related to its products and services.

(c) Paid is not responsible for providing Paid Account or Paid Transaction Account support to the User's Customers unless they also hold a Paid Account.

7. Aml/Ctf, Kyc/Kyb And Sanctions

7.1 Reporting Entity Status

Paid is a reporting entity under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) ("AML/CTF Act"). Paid maintains an AML/CTF Program and conducts ongoing customer due diligence as required by law.

7.2 User Obligations

The User acknowledges and agrees that:

(a) The User must cooperate fully with Paid's KYC, KYB and AML/CTF program requirements as a condition of obtaining and maintaining a Paid Account and access to the Paid Transaction Account;

(b) Paid may suspend, block, freeze or report any transaction that Paid reasonably suspects may involve money laundering, terrorism financing, fraud, sanctions breaches, tax evasion or other unlawful activity, without prior notice to the User and without liability;

(c) Paid may be required to report transaction information, suspicious matter reports (SMRs) and threshold transaction reports (TTRs) to the Australian Transaction Reports and Analysis Centre (AUSTRAC) and other regulatory bodies without notifying the User, and the User agrees Paid may do so;

(d) The User must not use the Paid Platform in contravention of the AML/CTF Act, any applicable sanctions regime administered by the Australian Government (including under the Autonomous Sanctions Act 2011 (Cth)), the United Nations, the United States (OFAC), the European Union or the United Kingdom; and

(e) The User must not direct or facilitate payments to or from any person or entity that is subject to applicable sanctions, and warrants that to the best of its knowledge, neither it nor any counterparty to a transaction conducted through the Paid Platform is a sanctioned party.

(f) Travel Rule, outbound payments. When directing Paid to make a payment to an external bank account, the User must provide accurate and complete information about the payee, including the payee's full legal name and account details. The User acknowledges that:

(i) Paid is required by the AML/CTF Act and applicable AUSTRAC rules to attach originator and beneficiary information to outbound payment transfers as they pass through the payment chain (the Travel Rule);

(ii) Paid collects, verifies and transmits originator and beneficiary information in connection with outbound transfers as required by the Travel Rule, and the User consents to Paid doing so;

(iii) Paid may refuse, delay or decline to execute a payment instruction where required payee information is incomplete, inconsistent or cannot be verified, without liability to the User; and

(iv) Where Paid refuses or delays a transfer under this clause, Paid will notify the User through the Platform. Paid is not required to disclose the specific reason for a refusal where doing so would or might constitute tipping off under the AML/CTF Act.

7.3 KYC Provider — FrankieOne

Paid uses FrankieOne Pty Ltd and its appointed sub-processor Incode Technologies Inc (or such other provider as Paid may appoint from time to time) to conduct identity verification, biometric checks, and Know Your Customer and Know Your Business due diligence. The User acknowledges and agrees that:

(a) Personal information provided during the verification process will be shared with FrankieOne Pty Ltd and its appointed sub-processor Incode Technologies Inc, and their respective sub-processors, in accordance with Paid's Privacy Policy. FrankieOne acts as Paid's appointed identity verification provider. Incode Technologies Inc processes biometric data including facial recognition and liveness detection on FrankieOne's behalf;

(b) The identity verification process may include collection of biometric data (including facial recognition and document scanning) by FrankieOne on behalf of Paid; and

(c) Completion of verification to the satisfaction of Paid and FrankieOne is a condition precedent to the User accessing payment features on the Paid Platform.

(d) Identity verification is performed in part through the Australian Government's Document Verification Service (DVS), administered by the Attorney-General's Department under the Identity Verification Services Act 2023 (Cth). By completing verification, the User consents to their identity documents being checked against official government records via the DVS.

(e) Document Verification Service. Identity verification conducted through the Paid Platform includes the submission of identity document details to the Australian Government's Document Verification Service (DVS), administered by the Attorney-General's Department under the Identity Verification Services Act 2023 (Cth). By completing identity verification on the Platform, the User consents to their identity document details being checked against official government records via the DVS. Information obtained through the DVS will be used solely for identity verification and AML/CTF compliance purposes and will not be used for profiling, analytics, AI training or marketing.

7.4 Consequences of Non-Compliance

Paid may, without liability to the User:

(a) Refuse to open, suspend or terminate a Paid Account where the User fails to satisfy Paid's AML/CTF or KYC/KYB requirements;

(b) Refuse, freeze or reverse a transaction where Paid has a reasonable suspicion of unlawful activity; and

8. Paid'S Status

8.1 Paid and the User are independent contractors. Nothing in this Agreement constitutes an employer/employee relationship, agency arrangement, partnership or joint venture between Paid and the User or any of Paid's personnel.

8.2 Paid acts as a technology platform and, where it holds an AFSL, as a financial services licensee. Paid does not act as an agent, trustee or fiduciary of the User in any capacity other than as expressly required by its client money obligations under Part 7.8 of the Corporations Act 2001 (Cth).

9. Paid Construction Contracts

9.1 Types of Contracts Available

Paid allows Users to formalise their engagement and terms for Building Contracts, Subcontracts and Supply Contracts, collectively referred to as "Construction Contracts".

9.2 Contract Providers

Paid allows other entities and industry associations to provide Construction Contract templates for Users to populate with data, sign and administer on the Paid Platform. Such providers are "Contract Providers".

9.3 Paid Construction Contracts

Paid may also provide its own Construction Contract templates ("Paid Construction Contracts") for Users to populate, sign and administer on the Paid Platform. Paid Construction Contracts remain the intellectual property of Paid.

9.4 Contract Creation

To create a Construction Contract on the Paid Platform, the User must:

(a) Create a project and include the project address;

(b) Select a Construction Contract template suitable for the works; and

9.5 Contract Signing

After a Construction Contract has been created, Users may execute the contract using a Digital Signature on the Paid Platform. Digital signatures applied through the Paid Platform comply with the Electronic Transactions Act 1999 (Cth) and applicable state and territory equivalents. The User acknowledges that a Digital Signature applied through the Paid Platform constitutes a valid and legally binding electronic signature for the purposes of those Acts, where the signature method used is reliable for the purpose for which the signature is used having regard to all the circumstances.

9.6 Contract Payment Protection

(a) Users may implement protective measures ("SecurePaid") to safeguard the funds associated with their Construction Contracts.

(b) SecurePaid may include:

(i) Escrow — the Payer transferring funds to its Paid Transaction Account where funds are held and are unable to be released until the works have been completed and approved in accordance with the Construction Contract; and

(ii) Connected Payments — the Payee linking their payment to a Payer's incoming payment which is automatically transferred upon satisfaction of the contractual conditions and payment terms.

9.7 Contract Variations

To vary a Construction Contract, the User acknowledges and agrees that:

(a) A variation request must be submitted in writing on the Paid Platform with supporting evidence outlining the proposed changes, including specifications, scope modifications, price changes, time impacts or any other alterations;

(b) Acceptance or rejection of the variation will be in accordance with the Construction Contract terms;

(d) It is the sole responsibility of the User to administer variations correctly, and Paid is not responsible for the accuracy or validity of any variation request.

9.8 Contract Notices

A User is able to send notices pertaining to the Construction Contract through the Paid Platform, including but not limited to commencement notices, notices of completion and extension of time notices.

9.9 Contract Progress Claims

(a) Payments for construction works are made in accordance with the payment schedule (Progress Claims) in the Construction Contract signed by the Users.

(b) The Payee is required to digitally submit Progress Claims through the Paid Platform with all supporting evidence for the Payer to review.

(d) If approved, the Payer is responsible for paying the Progress Claim to the Payee in accordance with the Construction Contract terms.

(e) If declined, the Payer must provide a valid reason in accordance with the Construction Contract terms.

9.10 User Responsibility for Contract Suitability

The User, by accepting and using a Construction Contract on the Paid Platform, acknowledges and agrees that:

(a) It is solely responsible for evaluating the suitability of the Construction Contract for its specific circumstances and needs;

(b) It assumes complete responsibility for the accuracy of all data it inputs into the Construction Contract;

(c) It indemnifies Paid from any claims, losses, damages, liabilities, costs and expenses arising from its use of any Construction Contract, subject to clause 25;

(d) It is responsible for the accurate, secure and timely execution and administration of all Construction Contracts; and

(e) It should seek independent legal advice if it has any uncertainty regarding the legal implications of a Construction Contract.

9.11 Contract Enforcement

The User acknowledges and agrees that:

(a) It is responsible for ensuring its own compliance with all terms, conditions and obligations in the Construction Contract;

(b) It is responsible for taking all necessary and timely actions to enforce the Construction Contract, including seeking legal remedies as provided by applicable law; and

(c) It is expected to act in good faith and make reasonable efforts to resolve disputes through negotiation or alternative dispute resolution before resorting to legal action.

9.12 Contract Disputes

In the event that a User (the "Disputing User") encounters a contract dispute with another User (the "Counterparty User") on the Paid Platform:

(a) The Disputing User must promptly notify the Counterparty User in writing of the nature of the dispute;

(b) Both parties are encouraged to engage in good faith negotiations to resolve the dispute;

(c) If negotiations do not resolve the dispute within a reasonable timeframe, the parties may agree to mediation by a neutral third party; and

(d) The User acknowledges that Paid is not responsible for the outcome or resolution of contract disputes between Users, and indemnifies Paid from any claims arising from such disputes, subject to clause 25.

10. Paid Transaction Account

10.1 Requirements for a Paid Transaction Account

(a) To access any payment or SecurePaid features on the Paid Platform, Users must apply for and maintain a Paid Transaction Account.

(b) Money processed through SecurePaid features, including connected payments, escrow, retention accounts and early release of funds, will be credited to the User's Paid Transaction Account before any funds are forwarded to the User's external bank account.

(c) Users acknowledge that no funds leave the Paid ecosystem unless processed through the Paid Transaction Account, and Paid's obligations are limited to handling funds within the platform in accordance with this Agreement and applicable law.

(d) Users must complete and maintain KYC and KYB checks as part of the Transaction Account application, conducted through FrankieOne as described in clause 7.

10.2 Client Money

(a) Funds deposited into the Paid Transaction Account are held by Paid as client money in accordance with Part 7.8 of the Corporations Act 2001 (Cth) ("Client Money Rules").

(b) Paid will hold client money in accounts with an Authorised Deposit-Taking Institution (ADI), segregated from Paid's own money.

(c) Funds may be held in pooled client money accounts but are recorded and allocated individually to each User via Paid's ledger system using the User's BSB and account number.

(d) Paid will apply client money only for the purposes authorised by the User in connection with a Construction Contract or as required by applicable law.

(e) In the event of Paid's insolvency, client money is governed by the Corporations Act and applicable law. There may be delays in returning funds while entitlements are determined. The product is not guaranteed by the Australian Government and is not covered by the Financial Claims Scheme.

(f) Paid earns interest on pooled Client Money held in an ADI to operate and maintain the Paid Platform, including payment infrastructure, security, compliance and all support services to clients.

(g) The User acknowledges and agrees that the Paid Transaction Account is a payment facility and is not designed to function as a savings account or investment product and no interest will be credited to the User.

10.3 Payment Providers

(a) Paid partners with trusted third-party service providers to facilitate payment transactions on the Paid Platform.

(b) Paid exercises reasonable care in the selection and ongoing oversight of its payment providers.

(c) Users acknowledge that payment processing may be carried out by these providers and that they are integral to the Paid ecosystem.

(d) Paid bears primary liability for losses directly caused by the negligence or insolvency of a payment provider that Paid has selected. Users indemnify Paid for losses arising from the User's own misuse of payment services or from providing incorrect payment instructions.

10.4 Payment Features — SecurePaid

Users may elect to use the following SecurePaid features for additional payment protection and control:

10.4.1 Escrow

Payers may deposit funds into their Paid Transaction Account and place those funds in escrow for the benefit of a Payee. Escrowed funds cannot be accessed or transferred until the works have been completed by the Payee and approved by the Payer, in accordance with the relevant Construction Contract.

10.4.2 Connected Payments

Payees may link their payments to a Payer's incoming payment. Once the Payer's payment is approved and all contractual conditions are satisfied, the connected payment is automatically transferred to the downstream Payee in accordance with the payment terms.

10.4.3 Retention Accounts

Users may choose to hold retention funds in a Paid Retention Account in accordance with contractual or legal retention obligations, provided all parties to the project have agreed on the Paid Platform. Retention funds will only be released once the retention period has expired and all relevant parties have provided written approval.

Where retention is required to be held in a statutory trust or dedicated retention account under applicable state or territory legislation, Users are responsible for ensuring that retention arrangements on the Paid Platform comply with those requirements. Paid does not warrant that the Paid Platform's retention functionality satisfies the requirements of any particular statutory retention scheme. Users should obtain independent legal advice regarding their retention obligations.

10.4.4 Early Release of Funds

Users with funds already held within the Paid Platform in connection with an approved Progress Claim or contractual entitlement may request early release of those funds before the contractual due date, subject to payment of the applicable Early Release fee. The User acknowledges that:

(a) Early Release is available only for funds already held within the Paid ecosystem — Paid does not advance funds that have not been received into the platform;

(b) The User is not being provided with credit — the funds released are funds to which the User has an existing entitlement under a Construction Contract;

(c) If an upstream payment is subsequently reversed, disputed or not received by Paid, the User is immediately obligated to repay the released amount to their Paid Transaction Account; and

(d) Paid may offset any outstanding repayment amount against funds held in any of the User's accounts on the Paid Platform without further notice.

10.4.5 Third-Party Cashflow Finance

Users may be offered access to cashflow finance or other credit products through Paid's third-party finance partners. The User acknowledges that:

(a) Any cashflow finance or credit product offered through the Paid Platform by a third-party is a product of that third party, not of Paid;

(b) Paid acts solely as a facilitator and is not the credit provider, lender or issuer of any such product;

(c) The User's entry into any third-party finance arrangement is governed by a separate agreement between the User and the relevant third-party finance provider; and

(d) Paid makes no representation or warranty as to the suitability, cost or terms of any third-party finance product, and any such information provided on the Paid Platform constitutes general information only.

10.5 Release of Funds and SecurePaid Conditions

(a) Funds held in the Paid system under SecurePaid features may only be released outside of contractual terms if:

(i) All affected parties provide written consent to Paid;

(ii) A resolution is achieved through mediation and confirmed in writing by all parties; or

(iii) A binding court or arbitration decision is delivered to Paid.

(b) Paid may, but is not obligated to, participate in mediation or arbitration unless required by law.

(c) Any agreement, consent or instruction to alter payment terms or release funds must be in writing before Paid takes any action.

(d) This clause does not limit the User's right to pursue independent legal remedies, but Paid remains fully indemnified against any claims arising from any payment dispute or the release or withholding of funds in accordance with this Agreement.

10.6 Upstream and Downstream Payments

(a) An "Upstream Payment" occurs when a Payee receives payment via the Paid Platform. An "Downstream Payment" occurs when a User makes payment to another User via the Platform.

(b) Both Upstream and Downstream Payments may be subject to SecurePaid features.

(c) Users are solely responsible for verifying the accuracy of payment amounts, payee details, and associated contractual instructions before authorising any payment.

(d) Paid executes payments strictly in accordance with the User's instructions and platform rules and is not responsible for errors in User-provided payment details.

10.7 Identity Verification and Biometric Payments

(a) Paid uses FrankieOne to conduct biometric identity verification for payment confirmation and account security purposes. FrankieOne is an independent third-party provider, not an agent or subsidiary of Paid.

(b) The User acknowledges that:

(i) Biometric verification software is provided on an 'as is' basis by FrankieOne, and no warranty as to absolute accuracy or freedom from error is given;

(ii) Voice and facial recognition technologies are probabilistic — false positives and false negatives may occur;

(iii) The User should not rely solely on biometric verification and should implement additional checks appropriate to its risk profile; and

(iv) Paid is not liable for losses arising from failures of the third-party biometric system where Paid has exercised reasonable care in selecting and monitoring that provider.

(d) Users indemnify Paid for any losses arising from the misuse, theft or unauthorised use of the User's own biometric credentials or devices, subject to clause 25.

10.8 Mistaken Payments and ePayments Code

Paid subscribes to the ePayments Code administered by ASIC, as amended from time to time. Where applicable, the protections and procedures in the ePayments Code apply to electronic payment transactions conducted through the Paid Platform.

(a) Where a User notifies Paid that funds have been transferred to an unintended recipient due to a genuine error in payment details (a "Mistaken Internet Payment"), Paid will, subject to applicable payment scheme rules and the ePayments Code:

(i) Contact the receiving institution within 10 Business Days of notification;

(ii) Facilitate return of funds where the recipient consents or holds insufficient funds to cover the mistaken amount; and

(iii) Advise the User of the outcome within 30 Business Days.

(b) This clause does not apply where the misdirection was caused by the User's own fraud, dishonesty or gross negligence.

(c) Paid is not responsible for losses arising from payments made based on incorrect payment details provided by the User.

10.9 Sanctions Screening

(a) Paid applies sanctions screening to transactions conducted through the Paid Platform.

(b) Paid may refuse, block, freeze or report any transaction where Paid has a reasonable basis to believe a party to the transaction is subject to applicable sanctions, without prior notice and without liability to the User.

(c) Paid does not accept or process cross-border payments involving overseas parties outside Australia. All transactions on the Paid Platform are processed within Australia. Users must not attempt to use the Paid Platform to send or receive funds from overseas accounts.

10.10 User Responsibility for Payment Accuracy

(a) Users are solely responsible for the accuracy of all payment instructions, including amounts, payee details, account numbers and reference information.

(b) Any changes to payment terms must be documented in writing and agreed by all relevant parties before implementation.

(c) Users must seek independent legal advice regarding any uncertainties about their payment obligations under Construction Contracts.

(d) Users indemnify Paid for any losses, damages or legal claims arising from errors, omissions or disputes in payment execution caused by the User's own acts or omissions, subject to clause 25.

(e) For the purposes of this clause, accurate payment information includes providing the full legal name of the payee and complete account details for every outbound payment directed to an external bank account. The User acknowledges that this information is required for Paid to comply with its Travel Rule obligations under the AML/CTF Act and applicable AUSTRAC rules, and that Paid cannot execute an outbound transfer where this information is not provided.

10.11 Payment Disputes, AML Holds and Regulatory Compliance

(a) Paid may freeze or withhold funds to comply with AML/CTF obligations, court orders, regulatory directions, KYC/KYB requirements, tax obligations or other applicable law.

(b) Paid is not liable for delays or losses arising from compliance checks or regulatory holds where Paid is acting in accordance with applicable law.

(c) Users must provide all information reasonably requested by Paid to enable Paid to comply with its legal and regulatory obligations.

11. User'S Obligations

11.1 General Obligations

The User agrees:

(a) To only use the Services for legitimate business purposes relating to the drafting, signing and administration of Construction Contracts and the processing of associated payments;

(b) To comply with this Agreement and all applicable laws;

(c) Prior to using the Services, to complete all registration and eligibility formalities required to become a registered User;

(d) To continue to meet the eligibility criteria throughout the Term;

(e) To only access the Paid Platform where the User is authorised to represent a party to a Construction Contract and its associated Progress Claims;

(f) To comply with the Security Policy set out in Schedule 1; and

(g) Where uploading documents to the Paid Platform:

(i) To only upload documents that are relevant to the Construction Contracts, Progress Claims and Progress Payments to which they relate;

(ii) Not to upload documents containing illegal, offensive or harmful content; and

(iii) To be responsible for selecting the parties with whom uploaded documents are shared in the relevant Electronic Workspace.

11.2 User's Security Obligations

The User must comply with the Security Policy set out in Schedule 1, as updated from time to time in accordance with clause 31. Paid may require reasonable security upgrades from time to time and will provide at least 14 days' notice of any material change to the Security Policy.

12. Paid'S Obligations

12.1 Provision of Services

Paid must:

(a) Provide the Services for use by the User in accordance with this Agreement;

(b) Not store Personal Information or Confidential Information of the User outside Australia; and

(c) Exercise the standard of care reasonably expected of a professional financial services licensee in providing the Services.

12.2 Notification of Material Issues

Paid will disclose to the User any complaint or claim that will or is likely to materially compromise Paid's ability to perform its obligations under this Agreement.

Paid will notify the User within 5 Business Days of becoming aware of any event that has caused or is reasonably likely to cause material loss to the User's funds held in the Paid Transaction Account, including any client money reconciliation failure, security breach affecting User funds, or regulatory action materially affecting Paid's ability to hold or release client money.

12.3 Security Obligations

Paid must:

(a) Effect and maintain adequate security measures in connection with the use of the Services by the User;

(b) Take all prudent and reasonable steps to prevent damage or unauthorised access to the Paid Platform by any person employed or engaged by Paid or through systems controlled by Paid; and

(c) In the event of a confirmed or suspected security breach affecting User data or funds, notify affected Users as soon as practicable and, to the extent permitted by law, advise of the security measures taken.

12.4 Notifiable Data Breaches

In the event of an eligible data breach under Part IIIC of the Privacy Act 1988 (Cth), Paid will:

(a) Notify affected Users as soon as practicable after becoming aware of the breach;

(b) Notify the Office of the Australian Information Commissioner (OAIC) as required by law; and

Users must promptly notify Paid of any actual or suspected breach of security relating to User Data in their control that may constitute an eligible data breach under applicable law.

12.5 ePayments Code

Paid subscribes to the ePayments Code administered by ASIC. To the extent applicable to transactions processed through the Paid Platform, Paid will comply with the obligations of the ePayments Code in relation to unauthorised transactions, mistaken payments and error resolution procedures.

12.6 Modern Slavery and Anti-Corruption

(a) In performing its obligations under this Agreement, Paid agrees to comply with Australian Modern Slavery Laws, foreign Modern Slavery Laws applying in any locations in which Paid operates, and applicable Anti-Corruption Laws.

(b) Paid represents that it has not been convicted of any offence, or subject to any investigation or enforcement proceedings, relating to Modern Slavery or any applicable Anti-Corruption Laws.

(c) Paid will use best endeavours to ensure there is no Modern Slavery in any part of its business and, if any instances are identified, will issue a notice to the User within 10 Business Days describing the incident and remediation steps.

13. Fees And Charges

13.1 Fee Schedule

Paid will provide the Services to the User at the rates and fees set out in Schedule 2 to this Agreement ("Fee Schedule"). The Fee Schedule is also published on the Paid Platform at www.paid.inc/fees. Paid may revise the Fees in accordance with clause 31 (Variation). The applicable fees include:

(a) Transaction Fees — fees charged on payment transactions processed through the Paid Platform;

(b) Contract Fees — fees for accessing, generating or administering Construction Contracts;

(d) Early Release Fees — fees applicable to the early release of funds held on the platform before the contractual due date; and

(e) Third-party service provider fees — fees charged by third parties that are passed through to the User, as disclosed in the Fee Schedule.

13.2 Banking Commissions and Referral Fees

Paid may receive:

(a) Commissions from its banking and ADI partners, which are incorporated into transaction fees and are not an additional charge to the User; and

(b) Referral fees or commissions from third-party service providers (including finance providers, insurance providers and professional services firms) where Paid facilitates referrals. Such arrangements are disclosed in the Fee Schedule and the FSG.

13.3 Fee Disputes and Overcharges

(a) Disputes regarding fee amounts or charges are subject to the dispute resolution process in clause 35.

(b) If the User becomes aware that Paid has overcharged for the Services:

(i) The User must promptly notify Paid of the overcharged amount and the relevant circumstances;

(ii) Paid must promptly investigate and, upon confirmation of overcharging, refund the overcharged amount; and

(iii) Paid must provide a statement confirming the refund.

13.4 Taxes

If any taxes are required by law to be withheld from any payment, the User will deduct those taxes from the amount payable and remit them to the relevant taxing authority, providing Paid with details of any taxes so remitted.

14. Gst

14.1 Definitions

Terms defined in the GST Law have the same meaning in this clause unless the context otherwise requires.

14.2 GST Pass-Through

If GST is or will be payable on a supply made under or in connection with this Agreement, and the consideration for that supply does not include GST:

(a) The consideration is increased by the amount of GST; and

(b) The recipient must pay the increase as and when the underlying consideration is due, or within 5 Business Days of receiving a written demand from Paid if the consideration has already been paid.

15. Data, Ai And Commercial Use

15.1 De-identified and Aggregated Data

Paid may collect, use and commercialise de-identified and aggregated data derived from the User's use of the Paid Platform and the Services ("Platform Data"). The User grants Paid a perpetual, irrevocable, royalty-free licence to use Platform Data for the following purposes:

(a) Improving, developing and optimising the Paid Platform and Services;

(b) Training and developing artificial intelligence and machine learning models used by or on behalf of Paid;

(d) Regulatory compliance, fraud detection and risk management;

(e) Commercial purposes directly related to Paid's business; and

(f) Providing anonymised insights and reports to third parties, including industry bodies and government agencies.

15.2 De-identification Obligation

Paid will ensure that all data used for the purposes in clause 15.1 is genuinely de-identified before use such that it cannot reasonably be used to identify the User or any individual. Paid will not sell individually identifiable User data to third parties for their independent commercial purposes without the User's express prior consent.

15.3 AI and Compliance Training

The User acknowledges that Platform Data may be used to train AI models for:

(a) Automated compliance and fraud detection tools used on the Paid Platform;

(b) Contract analytics and benchmarking features; and

Paid will apply appropriate technical and organisational safeguards when using data for AI training and will comply with applicable Australian law in relation to automated decision-making.

15.4 User Data Ownership

Nothing in clause 15 transfers ownership of the User's underlying data (including Construction Contract data, project data, and User-uploaded documents) to Paid. The User retains ownership of its own data and grants Paid a limited licence to use that data to provide the Services. Upon termination, Paid's licence to use the User's identifiable data ceases, subject to any retention obligations under applicable law and Paid's legitimate use of de-identified Platform Data.

15.5 DVS Information Excluded from Platform Data License

Notwithstanding any other provision of this clause 15, information obtained by Paid through the Australian Government's Document Verification Service (DVS), including Information Match Results as defined in Paid's DVS Business User Participation Agreement with the Attorney-General's Department is expressly excluded from the Platform Data licence granted under clause 15.1.

DVS-sourced identification information will not be used by Paid for any of the following purposes:

(a) Data profiling or behavioural tracking of any individual;

(b) Analytics, platform improvement or product development;

(d) Industry benchmarking or research; or

(e) Marketing, advertising or promotion of any kind.

DVS-sourced identification information will be used solely for identity verification and AML/CTF compliance purposes, consistent with Paid's obligations under the DVS Business User Participation Agreement and the Identity Verification Services Act 2023 (Cth).

16. Confidentiality

16.1 Meaning of Confidential Information

(a) Subject to clause 16.1(c), "Confidential Information" means information exchanged in any form via the Paid Platform that is made available by or on behalf of a User to another party or that relates to the business, assets or affairs of a User and is obtained by another party, whether directly or indirectly, and which by its nature is confidential or which the receiving party knows or ought to know is confidential.

(b) Confidential Information includes information designated as confidential and information relating to personnel, policies, business strategies, customers, products, services, financial data and contractual or commercial dealings.

(c) Confidential Information does not include information that: (i) is or enters the public domain through no fault of the receiving party; (ii) was made available by a person not under an obligation of confidence; (iii) was developed independently by the receiving party; or (iv) was already known to the receiving party before disclosure.

16.2 Use and Disclosure

A User that acquires Confidential Information of another User ("Recipient") will not use or disclose that Confidential Information except as expressly permitted under this Agreement or as required by law.

16.3 Permitted Disclosures

The Recipient may disclose Confidential Information to officers, employees, professional advisers or contractors where necessary to perform its obligations, provided it has first informed the recipient of the confidentiality obligations and obtained their undertaking to comply.

16.4 Legally Required Disclosures

The Recipient may disclose Confidential Information where required by law, court order or regulatory authority. Where permitted, the Recipient must notify the Discloser and minimise the scope of disclosure.

16.5 Paid's Use of De-identified Data

Nothing in this clause 16 prevents Paid from using de-identified and aggregated Platform Data as described in clause 15.

17. Privacy, Data Usage And Security

17.1 Privacy Obligations

Paid undertakes to comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), and all other applicable Privacy Laws in relation to the handling of Personal Information when providing the Services.

17.2 Biometric Data — Collection Notice (APP 3)

Privacy Collection Notice — Biometric Information

Paid collects biometric information, including facial recognition data, liveness detection results and identity document scans through its appointed identity verification provider, FrankieOne Pty Ltd. Biometric processing including facial recognition and liveness detection is performed by Incode Technologies Inc as FrankieOne's appointed sub-processor.

This information is sensitive information under the Privacy Act 1988 (Cth). It is collected for identity verification and fraud prevention purposes only, as required by the AML/CTF Act 2006 (Cth).

Identity document verification is performed in part through the Australian Government's Document Verification Service (DVS), administered by the Attorney-General's Department under the Identity Verification Services Act 2023 (Cth).

Biometric data is stored by FrankieOne and Incode in accordance with their respective privacy policies, available at www.frankieone.com. Paid does not independently store biometric images after verification is complete.

Your biometric data and DVS verification results will not be used for any purpose other than identity verification and fraud prevention without your express consent.

You may request access to or correction of your biometric data by contacting contact@paid.inc

17.3 Consent for Use of Personal Information

Before providing any Personal Information to Paid or within the Paid Platform, the User agrees that it has procured the consent of the relevant individual to:

(a) The disclosure of that Personal Information to Paid and for use on the Paid Platform;

(b) The disclosure to other participants on the Paid Platform as reasonably necessary;

(c) The collection, use and disclosure of their Personal Information to the extent necessary for Paid to provide the Services; and

(d) Referral to Paid's Privacy Policy, available at www.paid.inc/privacy.

(e) Where identity verification is conducted through the Paid Platform using the Document Verification Service, the User acknowledges that Paid is responsible for obtaining DVS-specific consent directly from the individual being verified, through the Platform's onboarding flow at the point of verification. The User is not required to separately obtain DVS consent from individuals on Paid's behalf, this obligation is discharged by Paid's platform onboarding process. The User remains responsible for ensuring that individuals it introduces to the Platform are made aware that identity verification will be required and that they will be asked to consent to that process directly on the Platform.

17.4 Overseas Disclosure — Paid's Obligations (APP 8)

(a) Where Paid discloses Personal Information to its own overseas service providers (including cloud hosting providers and FrankieOne's overseas infrastructure), Paid bears the primary obligation under APP 8 to take reasonable steps to ensure that those overseas recipients handle Personal Information in accordance with the APPs.

(b) Where Users disclose Personal Information via the Paid Platform to their own overseas counterparties, the User bears the corresponding APP 8 obligations for those disclosures.

(c) The Paid Platform is designed for use by Australian parties in connection with Australian construction projects. Users must not use the Paid Platform to process cross-border payments or to share Personal Information with overseas parties other than in connection with legitimate project-related activities.

17.5 Security — Paid's Obligations

(a) Paid will implement and maintain appropriate technical and organisational security measures to protect Personal Information, Confidential Information and User funds from unauthorised access, modification, disclosure or loss.

(b) Paid may, at its discretion, take any action (including suspension of a Paid Account) to maintain the integrity and security of the Services, the platform or User funds.

17.6 Security — User's Obligations

The User is solely responsible for:

(a) The security of any data on its own website, servers or devices;

(b) Compliance with applicable laws and network rules when handling User Data and Personal Data; and

(c) Notifying Paid promptly if the User becomes aware of any unauthorised access, security breach or loss of data that may affect the Paid Platform or other Users.

17.7 Security and Fraud Controls

(a) The User is responsible for all losses arising from the use of lost or stolen Paid Account credentials by fraudsters, unless such losses result from Paid's gross negligence or wilful misconduct.

(b) Failure to implement the Security Controls in Schedule 1 increases the User's risk of fraud. Paid's liability for losses attributable to the User's failure to implement required security controls is excluded to the extent of such failure.

(c) Paid may assist with recovering lost funds but bears no primary liability for losses caused by the User's own credential compromise, unless Paid's own security failure was a direct contributing cause.

17.8 Data Accuracy

(a) Paid may provide data regarding Construction Contracts, Progress Claims and Transactions through the Paid Platform for the User's consideration.

(b) The User remains responsible for any actions it takes or fails to take in reliance on such data, and for providing accurate information to Paid.

17.9 International Users

Where a User is located in a jurisdiction with mandatory data protection laws beyond the Privacy Act 1988 (Cth) (including the EU General Data Protection Regulation), Paid and the User agree to comply with applicable requirements in relation to the handling of personal data processed through the Paid Platform.

18. Ownership Of Intellectual Property

18.1 IP in the Services

(a) Subject to clause 18.3, the User shall not have any ownership rights in any Intellectual Property created by Paid in providing the Services.

(b) To the extent that the User acquires any right, title or interest in any Intellectual Property in the Services, the User assigns all such rights to Paid by this Agreement.

18.2 Formalities

By agreeing to this Agreement, the User will do all things required by Paid to give effect to clause 18.1.

18.3 Pre-existing IP

(a) No Pre-existing IPR of either party is assigned or transferred by reason of this Agreement.

(b) Where this Agreement provides that IP in the Services vests in the User, Paid grants the User a non-exclusive, non-transferable licence to use Paid's Pre-existing IPR to the extent necessary to use the Services for the purpose for which they are supplied.

19. Ip Indemnity

19.1 Paid's Indemnity

(a) Paid will indemnify the User against liability or loss under any claim by a third party that the User's use of the Services in accordance with this Agreement infringes that third party's Intellectual Property rights.

(b) Paid's obligation is reduced to the extent the User fails to comply with its obligations in clause 19.2 or the circumstances in clause 19.3 apply.

19.2 User Obligations in IP Disputes

The User must:

(a) Notify Paid in writing as soon as reasonably practicable after becoming aware of any IP claim;

(b) Give Paid the option to conduct the defence of such a claim, including settlement negotiations; and

19.3 Exclusions from IP Indemnity

Paid will not indemnify the User where the alleged infringement arises from the User's use of the Services in a manner not reasonably contemplated by this Agreement.

20. Paid Marks And Licence

20.1 Use of Paid Marks

(a) To use Paid Marks, the User must obtain prior written approval from Paid. Paid may limit or revoke approval at any time.

(b) The User must not use Paid Marks in a manner that may lead persons to confuse the origin of the User's products or services with Paid's.

(c) During the Term, either party may publicly identify the other's role in the relationship, without implying any untrue sponsorship, endorsement or affiliation.

20.2 Licence

(a) Paid grants the User a non-exclusive, non-transferable licence to electronically access and use Intellectual Property owned by Paid only as described in this Agreement.

(b) The User may not claim or register ownership of Paid IP, sublicence any Paid IP rights, use Paid IP in violation of this Agreement or applicable law, or attempt to do any of the foregoing.

21. Representations And Warranties

21.1 No Responsibility for Third-Party Statements

The User acknowledges that Paid accepts no responsibility for statements made by third parties in connection with Paid or the Services. Software Providers and FrankieOne are independent third parties and not agents of Paid.

21.2 Biometric Data Warranties

The User acknowledges and agrees that biometric software used by FrankieOne on behalf of Paid is provided on an 'as is' basis, and that voice and facial recognition technologies are probabilistic and may produce false positives or negatives. The User should not rely solely on biometric verification.

21.3 User's Regulatory Compliance

The User warrants that, to the best of its knowledge, it will satisfy and continue to satisfy all applicable legal and regulatory requirements to use the Services, including any licensing or registration requirements applicable to its business activities.

21.4 Accuracy of Contract Information

The User acknowledges and agrees that it is responsible for the accuracy and correctness of all information entered into the Paid Platform, and that Paid is not required to examine or verify any information in connection with a Construction Contract or Progress Claim.

21.5 Exclusion of Implied Terms

To the full extent permitted by law, all conditions and warranties which would otherwise be implied by statute, general law, custom or otherwise are excluded. Nothing in this Agreement excludes, restricts or modifies any right or remedy the User may have under the Australian Consumer Law or any other provision of the Competition and Consumer Act 2010 (Cth) that cannot lawfully be excluded.

22. Liability

22.1 Paid's Liability to the User

Subject to the limitations in this clause 22 and the applicable requirements of the Australian Consumer Law:

(a) Paid will be liable to the User for direct losses or damage that the User suffers arising from a breach by Paid of its obligations under this Agreement; and

(b) The amount of any such loss recoverable will be calculated in accordance with the tiered cap in clause 22.3.

22.2 No Warranty as to Data Accuracy

Paid does not warrant the accuracy or completeness of any data provided to the Paid Platform by any User.

22.3 Tiered Limitation of Liability

Subject to clauses 22.4 and 22.5:

(a) For losses arising from Paid's failure to properly hold, maintain or release client money in accordance with Part 7.8 of the Corporations Act — Paid's liability is capped at the total value of the affected User's funds held in the Paid Transaction Account at the time of the event giving rise to the claim;

(b) For losses arising from a platform technology failure (including outages, data corruption or processing errors) — Paid's liability is capped at the greater of: (i) 12 months of Paid Fees paid by the User immediately preceding the event; or (ii) $10,000;

(c) For all other claims — Paid's liability is capped at 3 months of Paid Fees paid by the User immediately preceding the event giving rise to the claim.

22.4 Exclusion of Certain Losses

Subject to clause 22.5, under no circumstances will Paid be liable to the User for:

(a) Any indirect, punitive, incidental, special, consequential or exemplary losses that are not a direct and reasonably foreseeable result of the specific breach or event giving rise to the claim;

(b) Losses arising from hacking, tampering or unauthorised access to the Services where Paid has implemented the security standards described in Schedule 1;

(d) Losses arising from third-party provider failures where Paid has exercised reasonable care in the selection and oversight of those providers; or

(e) Losses arising from the User's provision of inaccurate, incomplete or fraudulent information.

22.5 Mandatory Consumer Law Rights

Nothing in this Agreement limits, excludes or modifies:

(a) Any liability of Paid that cannot lawfully be limited or excluded under the Australian Consumer Law (including liability for misleading or deceptive conduct or for breach of consumer guarantees where they apply to the Services);

(b) Any liability arising from Paid's fraud or wilful misconduct; or

22.6 Reduction of Paid's Liability

Paid's liability under this clause 22 will be reduced proportionately to the extent that:

(a) The User's loss was caused or contributed to by the User's own breach of this Agreement or negligence; or

(b) The User failed to take reasonable steps to mitigate its potential loss.

22.7 User Notification Obligation

The User must promptly notify Paid upon becoming aware of any actual, suspected or threatened claim that is likely to give rise to a claim against Paid. The User must, at Paid's expense, provide reasonable assistance in the defence of any such claim.

23. Indemnities

23.1 User's Indemnity in Favour of Paid

The User indemnifies Paid, its officers, employees and agents from and against any claims, losses, damages, costs and expenses (including legal fees) ("Losses") arising directly from:

(a) The User's breach of this Agreement;

(b) The User's negligence or wilful misconduct;

(d) The inaccuracy, incompleteness or fraudulent nature of any information provided by the User to Paid or entered into the Paid Platform;

(e) Any Construction Contract dispute between the User and another User arising from the User's own acts or omissions; and

(f) The User's failure to comply with applicable laws, including AML/CTF, sanctions and privacy laws.

23.2 Paid's Indemnity in Favour of the User

Paid indemnifies the User from and against any Losses arising directly from:

(a) Paid's material breach of this Agreement;

(b) Paid's gross negligence or wilful misconduct;

(d) Paid's infringement of a third party's Intellectual Property rights in connection with the User's use of the Services as contemplated by this Agreement.

23.3 Proportionality

Each indemnity in this Agreement applies only to the extent the Losses are caused by the acts or omissions of the indemnifying party and are not caused or contributed to by the acts or omissions of the indemnified party. Where Losses are caused by the acts of both parties, liability is apportioned accordingly.

23.4 Cap on User Indemnity Obligations

The User's aggregate liability to Paid under all indemnities in this Agreement in any 12-month period shall not exceed the greater of:

(a) The total value of transactions processed by the User through the Paid Platform in the 12 months preceding the claim; or

(b) $500,000.

This cap does not apply to losses caused by the User's fraud, wilful misconduct, or deliberate breach of applicable law.

23.5 Survival of Indemnities

Each indemnity in this Agreement survives the expiry or termination of this Agreement.

24. Hardship

24.1 Hardship Assistance

Paid recognises that Users may experience genuine financial hardship that affects their ability to meet fee obligations or access platform services. If the User is experiencing financial difficulty, the User should contact Paid at contact@paid.inc as soon as possible.

24.2 Hardship Assessment

Upon receiving a hardship notification, Paid will:

(a) Acknowledge the request within 2 Business Days;

(b) Assess the User's circumstances in good faith; and

(c) Consider reasonable accommodations including fee deferrals, payment plans, temporary account suspension (without adverse consequences) or other arrangements appropriate to the circumstances.

24.3 User Obligations in Hardship

A User seeking hardship assistance must provide Paid with accurate and complete information about their circumstances to enable Paid to assess the request.

25. Suspension, Restriction And Termination

25.1 Suspension or Restriction by Paid

(a) Paid may, at its discretion, suspend or restrict the User's access to the Services immediately by written notice if:

(i) The User is in material breach of this Agreement or any applicable law and the breach: (A) cannot be remedied; or (B) if it can be remedied, the User fails to remedy it within 10 Business Days of receiving notice specifying the breach and requiring remedy;

(ii) The User has unpaid Paid Fees that are overdue;

(iii) Paid reasonably considers suspension necessary to maintain the integrity and security of the platform;

(iv) Paid is required to suspend the User's access by direction of a Regulatory Body or by applicable law; or

(v) There is a material adverse change to applicable legislation that materially impacts Paid's ability to provide the Services.

(b) During a period of suspension, Paid will use reasonable endeavours to preserve the User's data and funds in accordance with its obligations under this Agreement.

25.2 Termination by Paid

Paid may terminate this Agreement immediately by written notice if any of the grounds in clause 25.1(a) apply and suspension is not a sufficient remedy, or additionally if:

(a) The User's Paid Account has been suspended for 12 months or more;

(b) The User becomes or resolves to become subject to any form of insolvency administration; or

25.3 Termination by the User

The User may terminate this Agreement at any time by deleting their Paid Account or contacting the Service Desk and requesting account closure. If the User re-registers or uses the Services after termination, the User consents to the version of this Agreement then in force.

25.4 Effect of Termination — Funds

(a) Termination does not immediately relieve the User of obligations incurred prior to termination.

(b) Upon termination, the User must stop accepting new payments through the platform.

(i) Within 10 Business Days of termination where the account balance is undisputed; or

(ii) As soon as reasonably practicable after resolution of any dispute or regulatory hold affecting the relevant funds.

(d) Paid may retain funds beyond 10 Business Days only where:

(i) Required to do so by a court order, regulatory direction or applicable law;

(ii) There is a bona fide dispute between the User and another User relating to those funds; or

(iii) Paid has a right of set-off under clause 33.

25.5 Effect of Termination — Account and Data

(a) All licences granted to the User by Paid under this Agreement will cease upon termination.

(b) Paid reserves the right to delete User Account information and data stored on Paid servers after 90 days from termination, subject to the User's right to request a data export under clause 26.

25.6 Account Dormancy and Unclaimed Funds

(a) A Paid Account is considered dormant where there has been no User-initiated activity for a continuous period of 24 months.

(b) Paid will notify the User at least 30 days before classifying an account as dormant, using the contact details in the User's Paid Account.

(d) Funds that remain unclaimed after the account has been dormant for 7 years will be reported and remitted to ASIC as unclaimed money in accordance with the Unclaimed Money Act 1995 (Cth) or such other applicable legislation.

(e) The User may reactivate a dormant account by contacting the Service Desk and completing any updated KYC/KYB requirements.

26. Data Portability On Exit

26.1 User's Right to Data Export

Upon termination of this Agreement, the User may request an export of their data (including Construction Contracts, payment records, Progress Claims and project documentation) within 90 days of the termination date.

26.2 Paid's Obligations

(a) Paid will provide the requested data in a structured, machine-readable format (such as CSV or PDF) within 10 Business Days of receiving the export request.

(b) Paid may charge a reasonable fee for data export requests, as set out in the Fee Schedule.

(c) Paid's obligation to retain data for export purposes is limited to 90 days from the termination date, unless a longer retention period is required by applicable law.

27. Force Majeure

27.1 No Liability for Force Majeure Events

Neither party will be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by a Force Majeure Event. A Force Majeure Event does not excuse the User from payment of Paid Fees for Services already rendered.

27.2 Regulatory Force Majeure

For the avoidance of doubt, Force Majeure Events applicable to Paid include ASIC stop orders, AUSTRAC regulatory directions, ADI failures affecting client money accounts, and emergency legislative changes affecting Paid's ability to provide the Services.

27.3 Extended Force Majeure

If a Force Majeure Event continues for more than 90 consecutive days:

(a) Either party may terminate this Agreement by giving 14 days' written notice to the other party; and

(b) Termination in these circumstances does not attract liability, subject to each party's obligations to pay amounts already owing and to handle client money in accordance with applicable law.

28. Variation

28.1 Variations to This Agreement

(a) Paid may vary the terms of this Agreement, including the Fee Schedule, upon a minimum of 30 days' prior written notice to the User, except where:

(i) A shorter notice period is required to comply with a direction from a Regulatory Body or applicable law; or

(ii) The variation is purely administrative (correcting errors, updating contact details or references) and does not adversely affect the User's rights.

(b) A variation does not apply retrospectively to transactions already initiated or in progress at the effective date of the variation.

(c) If the User disagrees with a material variation (including a fee increase exceeding 10% above current rates for equivalent services), the User may terminate this Agreement without penalty by providing written notice to Paid within the 30-day notice period. Termination under this clause does not affect obligations accrued prior to the effective date of the variation.

29. Technology And Release Management

29.1 Changes to the Paid Platform

(a) The User acknowledges that the Paid Platform may change over time. Nothing in this Agreement prohibits Paid from making technological changes to the Paid Platform.

(b) Paid will use reasonable endeavours to provide the User with advance notice of any changes that materially affect the User's ability to use the Services.

(c) Paid is not liable for any costs associated with the User adapting to platform changes, except where those changes are required by Paid's own regulatory obligations.

30. Set-Off

30.1 Paid's Right of Set-Off

(a) Paid may, without prior notice, set off any amounts owed by the User to Paid (including unpaid Fees, indemnity amounts confirmed by a court or arbitral award, or overpayments) against funds held in any Paid Transaction Account operated by the User on the Paid Platform.

(b) Paid will notify the User within 2 Business Days of exercising any right of set-off, specifying the amount set off and the basis for doing so.

31. Assignment And Subcontracting

31.1 Assignment by Paid

(a) Paid may assign its rights and obligations under this Agreement to a related body corporate (as defined in the Corporations Act) or to a successor entity acquiring all or substantially all of Paid's business, without the User's consent, provided that Paid gives the User at least 30 days' written notice of the assignment.

(b) Paid may subcontract the provision of any Services to third parties, provided that Paid remains primarily responsible to the User for the performance of those subcontracted obligations.

(c) If Paid assigns this Agreement to a third party that is not a related body corporate, the User may terminate this Agreement within 30 days of receiving notice of the assignment, without penalty.

31.2 Assignment by User

The User may not assign, transfer or novate any of its rights or obligations under this Agreement without the prior written consent of Paid, which may be withheld at Paid's discretion.

32. Disputes

32.1 Internal Dispute Resolution

(a) Before initiating any formal dispute resolution process, the parties must attempt to resolve any dispute through good faith negotiation.

(b) If the dispute is not resolved through negotiation within 14 days of written notice of the dispute, either party may escalate the dispute as set out in this clause 32.

32.2 AFCA — Retail Client Rights (Financial Service Disputes)

Your AFCA Rights

If you are a retail client in relation to a financial service or financial product provided by Paid (including the Paid Transaction Account), you have the right to lodge a complaint with the Australian Financial Complaints Authority (AFCA) regardless of any other provision in this Agreement.

AFCA Website: www.afca.org.au | Phone: 1800 931 678 | Email: info@afca.org.au | Mail: GPO Box 3, Melbourne VIC 3001 | AFCA Member Number: 120784

Paid will acknowledge complaints within 1 Business Day and aim to resolve all complaints within 30 days.

The mandatory arbitration provisions in clause 32.3 do not apply to any complaint submitted to AFCA by a retail client in relation to a financial service or financial product. Submission of a complaint to AFCA does not waive any rights under clause 32.3 in relation to non-financial service matters.

32.3 Binding Arbitration — Non-AFCA Disputes

Subject to clause 32.2, any dispute, controversy or claim arising out of or relating to this Agreement — including its formation, interpretation, breach or termination — that is not resolved under clause 32.1 or clause 32.2 will be finally determined by binding arbitration on the following terms:

(a) Arbitration will be conducted in accordance with the Resolution Institute Arbitration Rules;

(b) Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of the Resolution Institute;

(d) The language of the arbitration will be English;

(e) For claims with a total value not exceeding $250,000, arbitration may be conducted entirely online or in a remote format if either party requests this;

(f) The arbitrator may award monetary damages and any other remedies permitted by law, but may not modify any term of this Agreement;

(g) The arbitrator's decision is final and binding, subject to any right of appeal available at law; and

(h) Judgment on the award may be entered by any court of competent jurisdiction.

32.4 Costs of Arbitration

Each party will advance one-half of the fees and expenses of the arbitrator. The arbitrator will award costs and legal fees to the prevailing party in the arbitration, with any opposing fee awards to be offset.

32.5 Confidentiality of Arbitration

The parties will maintain the confidential nature of the arbitration proceedings and any award, except as necessary to enforce the award or as required by applicable law.

32.6 Class Waiver

Subject to applicable law, each party agrees that any dispute will be conducted only on an individual basis and not in a class, consolidated or representative proceeding.

32.7 Urgent Interim Relief

Nothing in this clause prevents either party from seeking urgent injunctive, interlocutory or declaratory relief from a court of competent jurisdiction.

32.8 Service of Process

Each party consents to service of process through personal service at their corporate headquarters, registered address or primary address. This does not affect any other manner of service permitted by law.

33. Notices

33.1 How to Give Notice

By entering this Agreement, the User consents to the electronic provision of all disclosures and notices from Paid, including those required by law. Electronic consent has the same legal effect as a physical signature.

(a) Paid can provide notices through the Paid Platform, by email to the address in the User's Paid Account, or by post.

(b) Notices may include account information, changes to Services, regulatory disclosures or other required communications.

(c) Paid will consider a notice to have been received within 24 hours of being posted to the platform or emailed to the User.

(d) The User requires a computer or mobile device with internet access to receive notices. If the User has difficulty accessing notices, the User should contact the Service Desk.

34. Digital Signatures

34.1 Legal Validity

Digital signatures applied through the Paid Platform operate under the Electronic Transactions Act 1999 (Cth) and applicable state and territory equivalents. A digital signature applied through the Paid Platform:

(a) Constitutes a valid and legally binding electronic signature where the signature method is reliable having regard to all relevant circumstances;

(b) Has the same legal effect as a handwritten signature for the purposes of applicable electronic transactions legislation; and

34.2 User Responsibility

The User is responsible for ensuring that all digital signatures applied through its Paid Account are applied only by authorised persons and in connection with legitimate transactions.

35. General

35.1 Governing Law

This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and any court hearing appeals from those courts. This does not exclude the application of mandatory laws of any other Australian jurisdiction.

35.2 Co-operation with Regulatory Enquiries

(a) The User will make available to Paid and any relevant Regulatory Body all information reasonably required as part of any investigation.

(b) Paid and the relevant Regulatory Body may retain information obtained under this clause.

35.3 Liability for Expenses

Each party will pay its own expenses incurred in connection with entering into this Agreement.

35.4 Waiver

(a) A right can only be waived through a written agreement signed by the party granting the waiver.

(b) No failure or delay in exercising a right constitutes a waiver of that right, and no single waiver prevents the future exercise of that right.

35.5 Entire Agreement

(a) This Agreement, all schedules, and all policies and procedures incorporated by reference, together with the PDS, FSG and TMD as updated from time to time, constitute the entire agreement between the User and Paid for the provision and use of the Services.

(b) In the event of inconsistency, the order of precedence is: (1) PDS; (2) Supplementary PDS; (3) this Service Agreement; (4) all other policies and schedules.

(c) If any provision of this Agreement is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and all remaining provisions will continue in full force.

35.6 Operation of Indemnities

(a) Each indemnity in this Agreement survives expiry or termination.

(b) A party may recover under an indemnity before making the payment in respect of which the indemnity is given.

35.7 Survival

The following provisions survive termination of this Agreement: clauses 3 (Definitions), 13 (Fees — to the extent of accrued obligations), 14 (GST), 15 (Data, AI and Commercial Use), 16 (Confidentiality), 17 (Privacy), 18 (IP), 19 (IP Indemnity), 21 (Representations and Warranties), 22 (Liability), 23 (Indemnities), 26 (Data Portability), 32 (Disputes), 34 (Digital Signatures) and 35 (General).

35.8 Consents

Where this Agreement contemplates that Paid may agree or consent to something, Paid may: (a) agree or consent, or not agree or consent; or (b) agree or consent subject to conditions, unless this Agreement expressly provides otherwise.

35.9 Remedies Cumulative

Except as otherwise provided in this Agreement, all rights and remedies available to a party are cumulative and not exclusive of any other rights or remedies at law.

1

Schedule 1

SECURITY POLICY

About This Policy

This Security Policy forms part of the Paid Service Agreement and is binding on all Users. Paid may update this Policy from time to time upon 14 days' written notice.

S1.1. PURPOSE

This Security Policy sets out the minimum security standards and obligations that apply to all Users of the Paid Platform and to Paid in the provision of the Services. Its purpose is to protect the integrity of the Paid Platform, the security of User funds and data, and the confidentiality of Confidential Information.

S1.2. USER ACCOUNT SECURITY OBLIGATIONS

S1.2.1 Credentials and Access

Each User must:

(a) Create a unique, strong password for their Paid Account (minimum 12 characters, combining upper and lower case letters, numbers and symbols);

(b) Not share their password, PIN or biometric credentials with any other person;

(c) Enable multi-factor authentication (MFA) for their Paid Account — MFA is mandatory for all accounts with access to payment features;

(d) Not use predictable credentials (such as birth dates, names or sequential numbers);

(e) Change their password immediately upon any actual or suspected compromise; and

(f) Log out of the Paid Platform at the end of each session on any shared or public device.

S1.2.2 Device Security

Each User must:

(a) Use up-to-date, supported operating systems and browsers to access the Paid Platform;

(b) Install and maintain current anti-malware and antivirus software on devices used to access the Paid Platform;

(d) Keep all software (including operating systems, browsers and apps) current with security patches; and

(e) Report any lost or stolen device used to access the Paid Platform to Paid immediately at contact@paid.inc.

S1.2.3 Reporting Obligations

Each User must notify Paid at contact@paid.inc immediately upon becoming aware of:

(a) Any actual or suspected unauthorised access to their Paid Account;

(b) Any loss or theft of a device or credential used to access the Paid Platform;

(d) Any actual or suspected data breach involving Paid Platform data within the User's control.

S1.3. PAID'S SECURITY OBLIGATIONS

S1.3.1 Platform Security Standards

Paid will:

(a) Maintain industry-standard security controls, including encryption of data in transit (TLS 1.2 or higher) and at rest;

(b) Conduct regular penetration testing and vulnerability assessments of the Paid Platform;

(c) Implement appropriate access controls to limit access to User data and client money accounts to authorised personnel only;

(d) Maintain a security incident response plan and test it at least annually;

(e) Apply multi-factor authentication for all internal administrative access to systems holding User data or client money; and

(f) Comply with applicable Australian information security standards and guidelines.

S1.3.2 Incident Response

In the event of a confirmed security incident affecting the Paid Platform, Paid will:

(a) Contain the incident and prevent further unauthorised access as quickly as practicable;

(b) Notify affected Users as required by the Privacy Act 1988 (Cth) Notifiable Data Breaches scheme;

(d) Provide affected Users with a summary of the incident and the steps taken to remedy it.

S1.4. PROHIBITED ACTIVITIES

Users must not:

(a) Attempt to gain unauthorised access to any part of the Paid Platform or to any other User's account;

(b) Use automated tools (such as bots, scrapers or crawlers) to access the Paid Platform without Paid's prior written consent;

(d) Conduct any denial-of-service or similar attack against the Paid Platform; or

(e) Attempt to reverse engineer, decompile or disassemble any part of the Paid Platform.

S1.5. FRAUD PREVENTION

Paid maintains automated fraud detection systems on the Paid Platform. Users are encouraged to:

(a) Verify the identity of counterparties before initiating or approving payments;

(b) Verify payment amounts and account details independently before approving large or unusual transactions;

(d) Contact the Service Desk immediately if a transaction appears suspicious or was made in error.

2

Schedule 2

FEE SCHEDULE

Paid Dot Pty Ltd | Current as at: 29/04/26

Important

All fees are inclusive of GST unless stated otherwise. Paid may update this Fee Schedule upon 30 days' written notice in accordance with clause 28. Fees are also published at www.paid.inc/fees.

Transaction Fees — Paid Transaction Account

Project Type	User Type	Fee (incl. GST)	Notes
Residential	Builder / Developer / Funder	0%	Fee waived for standard platform use and escrow
Residential	Subcontractor / Supplier	0.3%	Applies when using SecurePaid escrow feature
Commercial	Builder / Developer / Funder	0%	Fee waived for standard platform use and escrow
Commercial	Subcontractor / Supplier	0.3%	Applies when using SecurePaid escrow feature

Feature Fees

Feature	Fee	Notes
Early Release of Funds	Fee as quoted on platform	Applied when releasing funds before contractual due date
Data Export on Termination	Fee as quoted on platform	For structured data export requests on account closure
Dormant Account Fee	Fee as quoted on platform	Applied after 24 months of inactivity
Premium / Advanced Project Mode	Fee as quoted on platform	Details in Services Agreement and platform
Third-party service provider fees	Pass-through at cost	Disclosed at point of engagement

Remuneration Disclosure

In addition to fees above, Paid receives:

Type of Income	Received By	Details
Transaction Fee — Subcontractors & Suppliers	Paid	0.3% (incl. GST) per transaction using the SecurePaid escrow feature. Deducted at the time of processing.
Transaction Fee — Builders, Developers, Funders	Paid	0% — no fee for standard platform use and escrow features.
Early Release Fee	Paid	Applies when a user elects to receive funds held in the platform before the contractual payment date. Rate shown at the time of election.
Interest	Paid	Funds held in the Paid Transaction Account are placed in pooled client money accounts with an ADI. Any interest that accrues on those accounts forms part of Paid's platform revenue. Interest is not credited to individual accounts. See the PDS.
Banking & ADI Commissions	Paid	Paid may receive commissions or rebates from its banking and ADI partners. These are not an additional charge to you.
Referral Commissions	Paid	Paid may receive referral fees for introducing clients to third-party finance, insurance or professional services providers. Any such fee is disclosed at the point of referral.
De-identified Platform Data	Paid	Paid derives commercial value from de-identified, aggregated platform data for analytics, benchmarking and AI development. This is not a charge to you.

A

Attachment A

DEFINITIONS

Term	Meaning
ADI	Authorised Deposit-Taking Institution, as defined under the Banking Act 1959 (Cth).
AFCA	The Australian Financial Complaints Authority, the approved external dispute resolution scheme under ASIC's licensing regime.
AFSL	Australian Financial Services Licence issued under Chapter 7 of the Corporations Act 2001 (Cth).
Agreement / Service Agreement	This Service Agreement, including all schedules and incorporated policies, as amended from time to time.
AML/CTF Act	Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
Applicable Anti-Corruption Laws	Laws relating to anti-corruption, anti-bribery, money laundering and fraud, including the Criminal Code Act 1995 (Cth), the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, and laws implementing UN and OECD anti-corruption conventions.
APP	Australian Privacy Principle under the Privacy Act 1988 (Cth).
AUSTRAC	Australian Transaction Reports and Analysis Centre.
Builder	A User contracted by a Property Owner to undertake construction works.
Business Day	A day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Victoria, Australia.
Charges / Paid Fees	The fees payable by the User to Paid as set out in Schedule 2 and as updated from time to time.
Client	The User's customer.
Client Money Rules	The provisions of Part 7.8 (ss. 981A–981H) of the Corporations Act 2001 (Cth) governing the handling of client money by financial services licensees.
Commencement Date	The date on which the User accepts this Agreement during the sign-up process.
Complaint	A complaint that is not frivolous or vexatious and that Paid reasonably considers may be substantiated.
Confidential Information	Has the meaning given in clause 16.1.
Construction Contract	A building contract, subcontract or supply contract for construction works, as described in clause 9.
Contract Provider	A third-party entity that provides Construction Contract templates for use on the Paid Platform.
Cooling-Off Period	The 14-day period from the Commencement Date during which a Retail Consumer may cancel this Agreement without penalty, as described in clause 2.2.
Corporations Act	Corporations Act 2001 (Cth).
Data	All Personal Data, User Data, Payment Data, Construction Contract Data and Paid Data collectively.
Digital Signature	An electronic signature applied through the Paid Platform authentication process, as described in clause 34.
Downstream Payment	A payment made by a User to another User via the Paid Platform, as described in clause 10.6.
Early Release	The release of funds already held within the Paid Platform before the contractual due date, as described in clause 10.4.4.
Electronic Workspace	The digital project environment on the Paid Platform within which Users collaborate on Construction Contracts and associated documents.
ePayments Code	The ePayments Code administered by ASIC, as amended from time to time.
Fee Schedule	Schedule 2 to this Agreement, as updated from time to time in accordance with clause 28.
Force Majeure Event	An event beyond the reasonable control of the affected party, including acts of God, fire, flood, earthquake, explosion, terrorism, war, pandemic, quarantine, power or telecommunications failure, ASIC stop orders, AUSTRAC regulatory directions, ADI failures, and legislative changes materially affecting the provision of Services.
FrankieOne	FrankieOne Pty Ltd ABN 61 623 506 892, Paid's appointed identity verification and KYC/KYB provider.
FSG	The Financial Services Guide issued by Paid Dot Pty Ltd under s.942B of the Corporations Act, as updated from time to time.
GST	Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property	All present and future rights conferred by statute, common law or equity in copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions, confidential information and other results of intellectual activity.
KYB	Know Your Business — due diligence processes verifying the identity, structure and risk profile of a business entity.
KYC	Know Your Customer — due diligence processes verifying the identity and risk profile of an individual.
Law	Any principle in common law or equity and any requirement under any legislation, statutory rule, instrument, regulation, code of practice, ordinance or by-law.
Misapplied Funds / Mistaken Internet Payment	Funds transferred to an unintended recipient due to incorrect payment details, as described in clause 10.9.
Modern Slavery	Conduct defined as 'modern slavery' under s.4 of the Modern Slavery Act 2018 (Cth).
Modern Slavery Laws	Any statutes, regulations or rules relating to Modern Slavery in any jurisdiction in which Paid operates.
Network Rules	The rules, standards and guidelines of payment networks and schemes through which transactions on the Paid Platform are processed, including NPP (New Payments Platform) and other applicable payment scheme rules.
Notices	Formal written or electronic communications provided by Paid to the User through the Paid Platform, email or post.
NCP	Non-Cash Payment product, as defined under the Corporations Act.
OAIC	Office of the Australian Information Commissioner.
Operating Requirements	The operational requirements, guidelines and standards published by Paid on the Paid Platform or website from time to time.
Paid	Paid Dot Pty Ltd (ACN 140 677 792) trading as Paid.inc, holding AFSL 700215.
Paid Account	The User's account on the Paid Platform for accessing the Services.
Paid Construction Contract	A Construction Contract template that is the intellectual property of Paid.
Paid Data	Details of contracts, transactions, parties, fraud analysis data, aggregated and anonymised data generated from platform use, and other information created by or originating from Paid.
Paid Entity	Any organisation, subsidiary or entity operating under the ownership or control of Paid Dot Pty Ltd.
Paid Fees	Has the meaning given to 'Charges' in this Attachment A.
Paid Platform	The technology platform (including website, mobile application and API) through which Users access the Services.
Paid Transaction Account	A non-cash payment account in the User's name on the Paid Platform, used for the deposit, holding and transfer of funds in connection with Construction Contracts and their associated Progress Claims.
Payment Data	Payment account details, financial information regulated by applicable laws and network rules, and information used with payment services to process transactions.
PDS	The Product Disclosure Statement for the Paid Transaction Account issued by Paid Dot Pty Ltd, as updated from time to time.
Personal Data / Personal Information	Information or data that can be used to identify a specific individual, as defined under the Privacy Act 1988 (Cth).
Platform Data	De-identified and aggregated data derived from User activity on the Paid Platform, as described in clause 15.
Pre-existing IPR	A party's Intellectual Property rights existing before the Commencement Date or created independently of providing the Services.
Pricing Schedule	Schedule 2 (Fee Schedule) to this Agreement.
Progress Claim	A request for payment of money in accordance with a Construction Contract.
Property Owner	A User who owns the property at which construction works are performed.
Recipient	A User that receives Confidential Information from another User.
Regulatory Body	An official government agency, authority or body established to oversee, regulate and enforce laws within a specific industry or jurisdiction, including ASIC, AUSTRAC, ACCC, OAIC and applicable state bodies.
Representative	An individual or entity that acts on behalf of the User and is authorised to bind the User to this Agreement.
Retail Consumer / Retail Client	A person who is a 'retail client' as defined under s.761G of the Corporations Act, including residential property owners using the platform for personal, domestic or household purposes.
Sanctions	Restrictive measures imposed by Australian, US (OFAC), EU, UK or UN authorities against designated individuals, entities or countries.
Scheduled Maintenance	Planned maintenance activities on the Paid Platform including defect fixes, preventative maintenance, security patches and system upgrades.
SecurePaid	Paid's suite of payment protection features including escrow, connected payments, retention accounts and early release of funds, as described in clause 10.5.
Security Policy	Schedule 1 to this Agreement, as updated from time to time.
Service Desk	Paid's customer support team, accessible through the Paid Platform.
Services	The services provided by Paid to the User under this Agreement, including platform access, construction contract management, payment processing and associated features.
Software Provider	An entity providing information, case management or practice management solutions to Users, integrated with the Paid Platform.
Subcontractor	A User contracted by a Builder to undertake construction works.
Supplier	A User contracted to provide construction materials or related goods.
Taxes	All taxes, charges, duties, levies, fees and government imposts (excluding GST) levied, assessed or collected in relation to this Agreement.
TMD	Target Market Determination for the Paid Transaction Account made under Part 7.8A of the Corporations Act, as updated from time to time.
Transaction Fee	A fee charged by Paid for processing, facilitating and completing a financial transaction on the Paid Platform.
Upstream Payment	A payment received by a Payee via the Paid Platform, as described in clause 10.7.
User	An individual or entity holding a Paid Account on the Paid Platform.
User Data	Information describing the User's business, operations, products or services, and orders placed by the User's Customers.
Your Customer	Individuals, entities or parties having a direct business relationship with the User.