Terms of Agreement

1. These terms govern the use of VerifiMe, which is provided by Greengate Fintech Holdings Pty Ltd (ABN 97 664 286 515) (VerifiMe).

2. Greengate Fintech Holdings Pty Ltd (VerifiMe) provides the platform at https://portal.verifime.com, https://client-portal.verifime.com, the website at www.verifime.com, associated mobile phone applications, and services relating to the website and applications.

3. VerifiMe provides access to a variety of websites, applications, content, resources and services, including, but not limited to, product information, downloadable software, service platforms, and communication facilities (collectively Services). Users of the Services do so according to our Terms of Use, which are published at https://www.verifime.com/terms The Terms of Use apply to you and are incorporated by reference into these Terms of Agreement. To the extent of any inconsistency, the Terms of Agreement prevail.

4. These Terms of Agreement (Terms) govern the use of the Services by organisations that are using the Services to verify their customers, including for AML/CTF compliance purposes. The Terms supplement the Terms of Use. You agree that any use by you of the Services that we offer will constitute your acceptance of these Terms.

Services governed by this agreement

5. This agreement is for the use by you of the Services to identify people and entities for your business purposes, including to assist with your compliance with obligations including, Tax Practitioner Board identity requirements , Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF), Know Your Customer (KYC), transaction monitoring, ongoing due diligence and wholesale investor certification as defined under ss 708 and 761G of the Corporations Act 2001. This includes the use of the Services in any “white-labelled” capacity.

6. We may make changes to these Terms by giving 30 days’ notice of such change by publishing a revised version at https://www.verifime.com/organisationterms. You will be deemed to have accepted the change 30 days after we publish notice of it. If you do not accept any change, you may terminate this agreement as set out in clause 18.

Setting up and activating VerifiMe

7. To obtain and use VerifiMe, you must:

a. accept these terms by acceptance at Schedule B.

b. open a VerifiMe Organisation Account (if you have not already done so);

c. follow our instructions to access and use your Organisation Account; and

d. activate your Organisation Account by using it for a verification transaction.

Your obligations as a VerifiMe Organisation

8. You agree to comply with the logo usage standards published at www.verifime.com/brand and agree that any link to the VerifiMe website will link to https://portal.verifime.com, or alternatively another URL that we have in writing provided to you that is specific to your Organisation (which may include a “white label” onboarding page for your clients).

9. You agree to inform VerifiMe in full of all relevant information and data that it requires for the correct performance of the Services. It is necessary that your Organisation contact details are correct and maintained and appropriate to your organisational compliance standards and or plan.

Fees and other charges

10. The fees that apply to the Services are set out in Schedule A of the Agreement.

10A. Fee Increases

a. We may increase fees for the Services by providing you with not less than sixty (60) days' written notice of the proposed increase.

b. Any fee increase will take effect from the date specified in the notice, which must be at least sixty (60) days after the date of notice.

c. Fee increases will not exceed:

• Ten percent (10%) per annum for existing services; or

• The percentage increase in the Australian Consumer Price Index (CPI) for the preceding twelve (12) month period, whichever is greater.

d. If we propose a fee increase that exceeds the limits in clause 10A(c), we will provide you with ninety (90) days' written notice and you may terminate this agreement without penalty by giving thirty (30) days' written notice.

e. Fee increases will not apply to transactions already commenced or committed to under existing quotes or proposals.

f. We will provide fee increase notices by email to your primary account contact and by posting notice in your Organisation Account dashboard.

10B. Payment Terms

a. Unless otherwise specified in Schedule A, payment terms are net fourteen (14) days from the date of invoice.

b. Invoices will be sent electronically to your designated billing contact email address.

c. All fees are exclusive of GST and other applicable taxes, which will be added to invoices where required by law.

d. Payment may be made by:

• Electronic funds transfer (EFT) to our designated bank account;

• Credit card (subject to surcharge as specified in clause 11); or

• Such other payment methods as we may specify from time to time.

e. You must notify us within seven (7) days of any change to your billing contact details.

10C. Late Payment Consequences

a. If payment is not received within fourteen (14) days of the due date:

• We may charge interest on overdue amounts at the rate of two percent (2%) per month or part thereof; and

• We may suspend access to the Services until payment is received.

b. Before suspending Services under clause 10C(a), we will:

• Send a written notice of overdue payment; and

• Provide you with seven (7) days to make payment or contact us to discuss payment arrangements.

c. If payment remains outstanding for more than sixty (60) days after the due date, we may:

• Terminate this agreement with immediate effect;

• Engage debt collection services (with costs added to the outstanding amount); and

• Report the debt to credit reporting agencies.

d. We may require advance payment or payment guarantees if you have a history of late payment.

e. Our rights under this clause are in addition to any other rights we may have at law or under this agreement.

10D. Billing Disputes

a. If you dispute any invoice or charge, you must notify us in writing within thirty (30) days of the invoice date, specifying:

• The invoice number and date;

• The specific charges disputed;

• The reason for the dispute; and

• Supporting documentation.

b. During the dispute resolution process:

• You must continue to pay all undisputed portions of invoices;

• We will not suspend Services for non-payment of genuinely disputed amounts;

• Interest will not accrue on disputed amounts while the dispute is being resolved in good faith.

c. We will investigate your dispute and respond within fourteen (14) business days with:

• Acceptance of the dispute and a credit note or refund; or

• Rejection of the dispute with detailed explanation; or

• A proposed resolution or compromise.

d. If we reject your dispute or you are not satisfied with our proposed resolution, either party may:

• Escalate the matter to senior management for review;

• Engage an independent accountant to review the disputed charges (costs to be borne by the unsuccessful party); or

• Pursue the matter through the dispute resolution process set out in clause 24.

e. If an independent review or dispute resolution process finds in your favor:

• We will credit or refund the disputed amount within seven (7) days;

• We will waive any interest or late payment charges related to the disputed amount; and

• We will reimburse your reasonable costs associated with the dispute resolution process.

f. If the dispute is resolved in our favour:

• The disputed amount becomes immediately due and payable;

• Interest may be charged from the original due date; and

• You will be responsible for your own costs associated with the dispute resolution process.

g. Nothing in this clause prevents either party from pursuing urgent legal remedies where immediate action is required to protect legitimate interests.

11. Where we provide a verification transaction that is not listed at Schedule A, you agree that we may charge you no less than our third-party disbursement costs for providing that verification service.

12. You agree that we may charge you a credit card surcharge not exceeding three per cent where you elect to pay us using a credit card.

Information security and data protection

13. We handle information security and data protection as set out in our Security White Paper available at www.verifime.com/security. By accepting Services from us you agree that provided that we are materially complying with the processes set out in the Security White Paper, we shall not under any circumstances other than those which cannot be excluded by law be liable in any way whatsoever for any loss or damage in relation to an information security or data protection breach. Our total liability under this agreement is limited to the fees paid by you in the 12 months preceding the claim. We exclude liability for indirect, consequential, or special damages except where prohibited by law.

14. Where you have a Controller Account, being an administrator account where you have permission from a VerifiMe User to control and permission their data, then you agree to be bound by the terms of the Controller Data Protection Terms published at www.verifime.com/dataprotection.

Licence

15. We grant you a non-exclusive, non-transferrable, revocable, non-sublicensable and limited licence to:

a. use the Services in accordance with documentation provided by us and as set out in our Terms of Use, Organisation Terms of Use and as otherwise published on our website from time to time.

b. use the documentation provided by us in relation to the Services for your internal use and only in connection with your own business,

16. We will provide you with the means of access to the Services that is specific to you, including passwords, codes, 2FA methods and other authentication means. You must restrict access to the Services to persons internal to your business whom you have appropriately security vetted. You agree to follow reasonable safeguards and implement an appropriate security posture to protect the security of your means of access and the Services. We may restrict access to the Services if in our opinion we consider that your use of the Services or security posture creates a security risk. If we do so, we will inform you of what steps we require you to take to regain access to the Services.

17. Warranties and Limitations

a. Service Warranties. We warrant that:

• The Services will be provided with due care and skill;

• The Services will be reasonably fit for the purposes described in our documentation;

• The Services will operate substantially in accordance with published specifications; and

• We will use commercially reasonable efforts to ensure the Services are available and functional.

b. Australian Consumer Law

Nothing in this agreement excludes, restricts or modifies any consumer guarantee, warranty, condition or other right that you may have under the Competition and Consumer Act 2010 (Cth) or other applicable consumer protection legislation that cannot be lawfully excluded, restricted or modified (Consumer Law Rights).

c. Limitation of Warranties

Subject to clause 17(b), and to the maximum extent permitted by law:

• All other warranties, conditions and representations, whether express or implied, are excluded;

• The Services are provided on an "as available" basis;

• We do not warrant that the Services will be uninterrupted, error-free, or completely secure; and

• We do not warrant that the Services will meet all of your specific requirements or expectations.

d. Fitness for Purpose and Testing. You acknowledge and agree that:

• You are responsible for determining whether the Services are suitable for your particular business requirements and compliance obligations;

• You must conduct appropriate testing of the Services in your environment before relying on them for business-critical or compliance purposes;

• You should implement appropriate backup systems and procedures to mitigate any service interruptions;

• The Services are tools to assist with compliance processes, but do not guarantee regulatory compliance.

e. Compliance and Professional Advice

• We provide technology services, not legal, regulatory, or professional compliance advice. No obligation or liability will arise in connection with:

• Our provision of technical, programming or implementation guidance;

• Your interpretation or application of AML/CTF or other regulatory requirements;

• Compliance strategies or regulatory submissions you may make; or

• Business decisions you make based on information provided through the Services.

f. Limitation of Liability - Consumer Law Rights. Where the Consumer Law Rights apply and we breach a consumer guarantee:

• If the breach relates to goods and the failure is not major, our liability is limited to replacement of the goods or payment of the cost of replacement;

• If the breach relates to services and the failure is not major, our liability is limited to re-supply of the services or payment of the cost of re-supply;

• Nothing in this clause limits our liability for a major failure or breach that causes personal injury or death.

g. Business Customer Limitation. If you are acquiring the Services for business purposes and Consumer Law Rights do not apply, then subject to clause 16(b):

• Our total liability for any claim under this agreement is limited to the fees paid by you in the 12 months preceding the claim;

• We exclude all liability for indirect, consequential, special, punitive or exemplary damages, loss of profits, loss of data, or business interruption;

• These limitations apply regardless of the legal theory on which the claim is based.

h. Mitigation

You agree to take reasonable steps to mitigate any loss or damage you may suffer as a result of any breach of this agreement or failure of the Services.

18. All intellectual property rights associated with the documentation, information and materials that we provide to you in connection with the Services remain our property.

Termination and Suspension

19. Either party may terminate this agreement at will on 30 days’ notice.

20. We may terminate this agreement, or suspend access to the Services, immediately if we consider that your access to the Services creates a security threat. If we suspend your access, we will inform you of what steps we require you to take to regain access to the Services.

Miscellaneous

21. While we maintain insurances of our own, we do not maintain insurances specific to your business requirements and you should adopt an insurance position of your own that covers the risk associated with customer identification, including using our Services.

22. We retain sole and absolute discretion in determining the future development of the Services, how and when to improve or modify them and the timing for correction of defects or installation of new features. Although we welcome and encourage feedback, in giving us feedback you agree to claim no intellectual property interest in it.

23. You indemnify us and hold us harmless on a continuing basis from any direct loss, damage and liability from any claim, demand, cost or action (including legal defence costs) incurred in relation to any third party (including a VerifiMe user) arising out of your breach of these Terms and the documents incorporated by reference into these Terms.

24. You may not assign these Terms or benefit from use of the Services without our prior written consent. We may assign, novate or otherwise transfer this agreement without your consent by giving notice to you. Neither party may amend, vary or waive any rights under this agreement except in a written document signed by both parties.

25. The Terms are governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the court of New South Wales.

Contacting Us

26. If you have any questions about these Terms or a complaint, access request or any other issue, please contact us at support@greengatefintech.com.