AgentHub360 Service Agreement

This agreement is made between:

AGENTHUB AU PTY LTD (ACN 692 709 390) of L12, 412 St Kilda Rd, Melbourne VIC 3004 ("AgentHub", "we", "us"); and

the Customer identified in the Particulars at acceptance (the agency or business operating the AgentHub account).

(each a "Party", together the "Parties")

• "Service" means the AgentHub360 software-as-a-service platform, comprising the web CRM, the BuyerHub buyer portal, the Browser Extension, hosted APIs, and any related features made available to the Customer.
• "Customer Data" means data the Customer or its Authorised Users submit to the Service, including buyer records, notes, communications, documents, and configuration.
• "Authorised User" means a natural person authorised by the Customer to use the Service under a paid seat.
• "Buyer" means an end-customer of the Customer (i.e. a person the Customer represents as a buyer's agent).
• "Sub-processor" means a third-party service provider AgentHub engages to process Customer Data on AgentHub's behalf.
• "AI Output" means content generated by machine-learning models within the Service (e.g. note summaries, outreach drafts, journey suggestions, valuations, cashflow models).
• "Beta Feature" means a feature designated by AgentHub in writing as beta, preview, experimental, or similar.

2.1 AgentHub grants the Customer a non-exclusive, non-transferable right during the Term to access and use the Service for the Customer's internal Australian buyer's agency business operations.

2.2 The Service is not licensed for, and the Customer must not use it for: (a) seller-side or vendor representation outside an explicit buyer mandate; (b) mortgage broking, credit assistance, or lending activities; (c) trust money handling or trust accounting (the Service is not a trust ledger); (d) any business unrelated to Australian buyer's agency without AgentHub's prior written consent.

2.3 Each paid seat is for one named Authorised User. Seat sharing, generic logins, or credential sharing is not permitted.

2.4 The Customer remains solely responsible for holding and maintaining all real-estate licences and registrations required in each Australian jurisdiction in which it operates.

3.1 Trial. The Customer may use the Service for a 14-day trial commencing on the Effective Date at no charge. AgentHub may extend, shorten, or modify the trial in writing.

3.2 Plan election. At sign-up (or at the end of the trial), the Customer elects one of the following Plans:

(a) Monthly Plan — a rolling monthly subscription billed in advance via Stripe. Either Party may terminate the Monthly Plan by giving at least 30 days' written notice; or

(b) 6-Month Introductory Plan — a 6-month minimum term at the introductory per-seat rate displayed in the in-product billing screen at sign-up, paid upfront in full for the 6-month term via Stripe. The 6-month upfront fee is non-refundable except where this agreement expressly provides otherwise (see clauses 10.3, 13.3, and 20.3). At the end of the 6-month term the subscription continues on the Monthly Plan at the then-current standard rate, unless the Customer gives written notice of cancellation at least 30 days before the end of the 6-month term.

3.3 Pricing changes. AgentHub will give the Customer at least 30 days' written notice (to the account email) of any increase to the per-seat fees applicable to the Customer's Plan. If the Customer does not accept the change, the Customer may terminate the Monthly Plan with effect on the date the change would take effect, without further charge. The introductory rate under clause 3.2(b) is fixed for the 6-month term.

3.4 Fees. Per-seat fees, the introductory rate, and any usage-based charges are set out in the in-product billing screen and Stripe invoice. Seat counts are reconciled on the first day of each billing period.

3.5 Tax. All fees are exclusive of GST. The Customer must pay GST on all taxable supplies under this agreement.

3.6 Late payment. Invoices unpaid 14 days after the due date may attract interest at the Reserve Bank of Australia cash rate (4.35% per annum as at the Effective Date) plus 2% per annum.

4.1 The Customer must not, and must ensure its Authorised Users do not: (a) reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service; (b) circumvent rate limits or security controls; (c) use the Service to send spam, malicious content, or content that infringes any third party's rights; (d) use the Service in any way that breaches the Australian Consumer Law, Privacy Act 1988 (Cth), Spam Act 2003 (Cth), Do Not Call Register Act 2006 (Cth), or any applicable state real-estate legislation.

4.2 Outbound communications. Where the Customer sends SMS, email, or other communications via the Service, the Customer is the sender of record under the Spam Act 2003 (Cth) and must hold a valid consent (express or inferred) for each recipient and must honour all opt-out requests. AgentHub provides the rails; the Customer determines content and recipient lists. AgentHub may immediately suspend any campaign that triggers significant carrier complaint rates, ACMA inquiries, or third-party blacklisting that affects the Service for other customers.

4.3 Browser Extension. Use of the Browser Extension is governed by the Acceptable Use Policy.

4.4 The Customer must promptly notify AgentHub of any actual or suspected unauthorised access to its account.

5.1 Ownership. As between the Parties, the Customer owns the Customer Data. AgentHub processes Customer Data only as a service provider to the Customer and only as necessary to provide the Service.

5.2 Roles under the Privacy Act. The Customer is the APP entity in relation to its Buyers' personal information. AgentHub acts as the Customer's service provider. Each Party will comply with its respective obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

5.3 Data residency. Customer Data is stored at rest in Australian data centres — currently Amazon Web Services data centres in Sydney (ap-southeast-2) and Melbourne (ap-southeast-4). Certain Sub-processors may process limited categories of data outside Australia; the Customer consents to such cross-border disclosure under APP 8. AgentHub will provide a current list of Sub-processors to the Customer on reasonable request to privacy@agenthub360.com.au.

5.4 Security. AgentHub will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including KMS-based encryption at rest, least-privilege IAM, per-tenant credential isolation, and network segmentation.

5.5 Notifiable Data Breach. AgentHub will notify the Customer within 72 hours of becoming aware of any actual or reasonably suspected breach of security affecting Customer Data, with sufficient detail to enable the Customer to assess its own obligations under Part IIIC of the Privacy Act 1988 (Cth). AgentHub will cooperate with the Customer's investigation and remediation at no additional cost.

5.6 Aggregated insights. AgentHub may use only truly anonymous, statistically aggregated metrics derived from operational telemetry to operate, secure, and improve the Service. AgentHub will not use Customer Data, Buyer personal information, or any data linkable to a Buyer or the Customer for general analytics, model training, or sale to third parties without the Customer's separate written consent.

6.1 The Service includes AI Output features (note summarisation, outreach draft generation, valuation enrichment, cashflow modelling, journey suggestions, and similar).

6.2 Customer review obligation. AI Output is a draft only and the Customer must review AI Output for accuracy, suitability, and compliance with applicable law before relying on it, sending it to a Buyer or third party, or making any decision based on it.

6.3 No automatic external publication. AgentHub will not transmit AI Output to a Buyer or third party (including SMS, email, or BuyerHub publication) without an Authorised User taking an explicit send action within the Service. The Customer must not configure any external integration to bypass that send step.

6.4 No advice. AI Output is not legal, financial, tax, or investment advice. Cashflow models, land-tax calculations, and valuations are illustrative only and must not be presented to a Buyer as advice without independent verification.

6.5 Subject to clause 18, AgentHub is not liable for any loss caused by reliance on AI Output that is published, sent, or acted upon without the Customer's review under clause 6.2.

7.1 The Service surfaces information from public datasets and third-party providers (bushfire, flood, heritage, census, land tax, REA/Domain enrichment, HomeSnoop, etc.).

7.2 This information is point-in-time and indicative only. It is not a substitute for legal advice, conveyancing, a building/pest inspection, a survey, or a formal property report. The Customer must not represent it to a Buyer as definitive.

7.3 AgentHub does not warrant the accuracy, completeness, or currency of third-party-sourced data.

8.1 The Browser Extension assists the Customer with shortlisting properties from REA Group and Domain listing pages while the Customer is signed in to those services using its own account.

8.2 Customer warranties. The Customer warrants that it and each Authorised User: (a) holds a current REA Group and/or Domain account in good standing; (b) will use the Browser Extension only in accordance with the terms of those services; (c) will not use the Browser Extension to extract, store, or republish data in a manner that breaches the rights of REA Group, Domain, or any third party.

8.3 Customer indemnity (Extension). The Customer indemnifies AgentHub against any claim brought by REA Group, Domain, or any portal operator arising from the Customer's or its Authorised Users' use of the Browser Extension in breach of clause 8.2, except to the extent the claim is caused by AgentHub's gross negligence or wilful misconduct.

8.4 AgentHub may modify or withdraw the Browser Extension at any time. Withdrawal of the Browser Extension alone does not entitle the Customer to terminate this agreement, but if such withdrawal materially diminishes the Service, clause 13.3 applies.

9.1 The Service includes BuyerHub, a Buyer-facing portal that may unify a Buyer's records across multiple agencies on the Buyer's authority.

9.2 Consent architecture. AgentHub operates the BuyerHub consent flow. AgentHub will only unify a Buyer's records across agencies after obtaining that Buyer's express, informed consent through the BuyerHub interface.

9.3 AgentHub indemnity (BuyerHub). AgentHub indemnifies the Customer against any claim, fine, or determination by the Office of the Australian Information Commissioner brought against the Customer to the extent it arises from AgentHub's failure to obtain a valid Buyer consent under clause 9.2 before unifying records.

9.4 Within the Customer's CRM, per-agency segregation is maintained. The Customer cannot access another agency's records, and another agency cannot access the Customer's records.

10.1 AgentHub engages Sub-processors to deliver the Service. The Customer consents to AgentHub's engagement of Sub-processors. AgentHub will provide a current list of Sub-processors to the Customer on reasonable request.

10.2 AgentHub will publish any change to the Sub-processor list and notify the account email at least 30 days before the change takes effect, except where a Sub-processor must be replaced urgently for security or continuity reasons (in which case AgentHub will notify as soon as practicable).

10.3 If the Customer reasonably objects to a new Sub-processor on data-protection grounds, the Customer may terminate the affected portion of the Service on 30 days' notice and receive a pro-rata refund of pre-paid fees for the affected portion.

10.4 Third-party integrations the Customer chooses to connect (e.g. Zoho CRM, Xero, Monday.com, Google Calendar) are not Sub-processors; the Customer's relationship with those third parties is governed by the third party's own terms.

11.1 AgentHub will use commercially reasonable endeavours to maintain a monthly uptime of at least 99.5%, measured against the production CRM and BuyerHub APIs.

11.2 Excluded from uptime measurement: (a) scheduled maintenance with at least 48 hours' notice; (b) emergency maintenance; (c) outages caused by Sub-processors or third-party integrations the Customer has connected; (d) force majeure; (e) issues caused by the Customer's network, devices, or misconfiguration.

11.3 If actual uptime in a calendar month falls below 99.5%, the Customer may request a service credit equal to 5% of that month's fees per full percentage point below 99.5%, capped at 30% of that month's fees. Service credits are the Customer's exclusive remedy for SLA breach.

12.1 AgentHub may suspend the Customer's access to the Service or any feature where: (a) the Customer's account is more than 14 days overdue and AgentHub has given at least 7 days' written notice of intended suspension; (b) AgentHub reasonably believes the Customer has materially breached the Acceptable Use Policy and has been given at least 5 business days to cure (where the breach is curable); or (c) continued use poses a genuine, imminent threat to the security, stability, or lawful operation of the Service for other customers (in which case AgentHub may suspend immediately, must give written reasons within 24 hours, and must restore access promptly once the threat is resolved).

12.2 Suspension does not relieve the Customer of accrued payment obligations except where the suspension was wrongful, in which case the Customer is entitled to a pro-rata refund and reasonable foreseeable damages subject to clause 18.

13.1 AgentHub may modify the Service from time to time, including adding, changing, or removing features.

13.2 AgentHub will give at least 30 days' written notice of any modification that materially diminishes the Service's core functionality as it relates to the Customer's PRO plan inclusions in this agreement.

13.3 If a modification materially diminishes the Service to the Customer, the Customer may terminate this agreement on 30 days' notice and receive a pro-rata refund of pre-paid fees for the unused portion of the then-current period.

13.4 AgentHub may update the Sub-processor list and the Acceptable Use Policy from time to time on notice to the account email.

14.1 Each Party will keep the other Party's confidential information confidential and use it only to perform this agreement.

14.2 Confidential information does not include information that is public (other than through breach of this clause), independently developed, or rightfully received from a third party.

14.3 Confidentiality obligations survive termination for 5 years, except that confidentiality in respect of personal information continues for as long as the information remains personal information.

15.1 As between the Parties, AgentHub owns all intellectual property in the Service, including platform software, ML models, due-diligence layers, branding, documentation, and any improvements. Nothing in this agreement transfers any right, title or interest in the Service to the Customer.

15.2 As between the Parties, the Customer owns all intellectual property in the Customer Data.

15.3 The Customer grants AgentHub a non-exclusive, royalty-free licence to use the Customer Data solely to provide the Service to the Customer.

15.4 Restrictions on the Service (no copying, no reverse-engineering, no derivative works). The Customer must not, and must not permit any person to: (a) copy, reproduce, modify, translate, or create derivative works from the Service or any part of it; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or non-public APIs of the Service, except to the extent (and only to the extent) such activity is expressly permitted by section 47D of the Copyright Act 1968 (Cth) or other non-excludable law; (c) use the Service to develop, train, or improve any product or service that competes with the Service; or (d) remove, obscure, or alter any copyright, trade mark, or proprietary notice on the Service.

15.5 Any feedback the Customer provides about the Service may be used by AgentHub without restriction.

16.1 Mutual. Each Party warrants that it has full power and authority to enter into and perform this agreement.

16.2 AgentHub warranties. AgentHub warrants that: (a) the Service will be supplied with due care and skill; (b) the Service does not, to AgentHub's knowledge, infringe the intellectual property rights of any third party; (c) AgentHub will comply with the Privacy Act 1988 (Cth) in its capacity as the Customer's service provider; and (d) AgentHub maintains the security measures described in clause 5.4.

16.3 Customer warranties. The Customer warrants that it holds all required licences, consents, and authorisations to upload Customer Data to the Service and to direct AgentHub to process it as contemplated by this agreement.

16.4 Acknowledgements. The Service is provided on an "as-is" basis to the maximum extent permitted by law. To the extent permitted by law, all other warranties (express or implied) are excluded.

16.5 Consumer guarantees. Nothing in this agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot be lawfully excluded. To the maximum extent permitted by law, where AgentHub's liability for breach of any such guarantee can be limited, AgentHub's liability is limited (at AgentHub's option) to: (a) in respect of services, the supply of the services again or the payment of the cost of having the services supplied again; or (b) in respect of goods, the replacement or repair of the goods or the payment of the cost of replacement or repair.

16.6 Output is not advice. Any report, recommendation, score, calculation, summary, valuation, suggestion, output, or data generated by or surfaced via the Service (together, Output) is not legal, financial, tax, accounting, conveyancing, or other professional advice. AgentHub does not provide professional services through the Service.

16.7 Customer's responsibility for Output. The Customer must: (a) obtain all appropriate professional advice before relying on any Output; (b) verify the accuracy, validity, and currency of any Output before acting on it; and (c) not represent (expressly or impliedly) to any Buyer or third party that any Output is AgentHub's advice.

16.8 No accuracy warranty. AgentHub does not warrant that any Output, or any information surfaced through the Service, is accurate, valid, complete, error-free, or up to date. The Customer must not bring any claim against AgentHub in connection with the accuracy, validity, completeness, or currency of any Output.

17.1 AgentHub IP indemnity. AgentHub will defend the Customer against any third-party claim alleging that the Service (excluding Customer Data, Customer-connected integrations, and the Customer's misuse) infringes that third party's Australian intellectual property rights, and will pay damages and costs finally awarded.

17.2 AgentHub BuyerHub indemnity. As set out in clause 9.3.

17.3 Customer Browser Extension indemnity. As set out in clause 8.3.

17.4 Customer content indemnity. The Customer indemnifies AgentHub against any claim brought by a Buyer or other third party to the extent it arises from the content of communications the Customer sent via the Service or from the Customer's breach of clause 4.

17.5 The indemnified Party must promptly notify the indemnifying Party of any claim and reasonably cooperate in its defence. The indemnifying Party has conduct of the defence and any settlement, provided no settlement adversely affects the indemnified Party without its consent.

18.1 Subject to clause 18.2, each Party's total aggregate liability under or in connection with this agreement is limited to the fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim.

18.2 Uncapped liability. Nothing in this agreement limits liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) liability that cannot be lawfully limited; or (d) the Customer's payment obligations.

18.3 Neither Party is liable for any indirect, special, or consequential loss or damage, including loss of profit, loss of revenue, loss of anticipated commission, loss of business opportunity, loss of goodwill, loss or corruption of data, loss of reputation, or any regulatory fine imposed on the other Party. This exclusion applies regardless of whether the loss arises in contract, tort (including negligence) or otherwise, and regardless of whether the loss was foreseeable.

18.4 Each Party must take reasonable steps to mitigate its loss.

19.1 AgentHub may obtain and maintain liability insurance (including professional indemnity and cyber liability) appropriate to the Service from time to time. AgentHub will provide a summary of any current cover on reasonable request.

20.1 Either Party may terminate this agreement immediately by written notice if the other Party: (a) commits a material breach that is not cured within 30 days of written notice; (b) becomes insolvent, enters administration, has a controller appointed, or commences winding-up.

20.2 The Customer may terminate without cause: (a) under clause 3.2(a) on the Monthly Plan with 30 days' notice; (b) under clause 3.2(b) by giving notice at least 30 days before the end of the 6-Month Introductory Plan; (c) under clause 10.3 (Sub-processor objection); or (d) under clause 13.3 (material adverse change).

20.3 AgentHub may terminate without cause on 60 days' written notice. Where AgentHub terminates without cause, the Customer is entitled to a pro-rata refund of pre-paid fees for the unused portion of the then-current period.

20.4 Clauses that by their nature should survive (including 5, 6.5, 8.3, 9.3, 14, 15, 17, 18, 21, 22, 24) survive termination.

21.1 During the Term, the Customer may export Customer Data via the Service's export functions or by reasonable request.

21.2 For 30 days following termination, the Customer retains read-only access to export Customer Data.

21.3 AgentHub will permanently delete Customer Data from production systems within 30 days after the end of the export window, and from backups within 90 days thereafter (subject to any legal hold).

21.4 On request, AgentHub will provide a written certificate confirming deletion.

21.5 AgentHub may retain anonymised aggregated metrics under clause 5.6 and any records required to be kept by law.

22.1 The Customer acknowledges that the Service is a tool to assist its buyer's agency operations and does not replace the Customer's regulatory obligations. In particular, the Customer is solely responsible for:

• holding all required real-estate agent licences in each state in which it operates, including the Estate Agents Act 1980 (Vic), the Property and Stock Agents Act 2002 (NSW), and equivalent state legislation;
• complying with underquoting laws (e.g. the Estate Agents Act 1980 (Vic) Part 2 Division 4A and equivalents) — any price guide or valuation surfaced by the Service is indicative and the Customer must independently verify any price representation made to a Buyer;
• making all required disclosures of fees, rebates, commissions, conjunction arrangements, and gifts or benefits under applicable state legislation;
• managing conflicts of interest, including any pecuniary interest the Customer or its agents may have in any property suggested by the Service;
• complying with all trust accounting and trust money obligations — the Service is not a trust ledger;
• complying with AML/CTF obligations applicable to the Customer;
• ensuring all Buyer Agency Agreements meet the cooling-off, content, and form requirements of the relevant state legislation, regardless of any template the Service may surface.

23.1 AgentHub may make Beta Features available to the Customer from time to time. Beta Features are clearly labelled in the Service.

23.2 Beta Features are provided as-is, may be modified or withdrawn at any time, are not subject to clause 11 (Service levels), and are not subject to clause 16.2(a) (due care and skill warranty) to the extent permitted by law.

23.3 Beta status is time-limited. AgentHub will not designate a feature as a Beta Feature for more than 12 months without either promoting it to general availability or withdrawing it.

23.4 Clauses 5 (privacy), 6 (AI), 14 (confidentiality), and 18 (liability) continue to apply to Beta Features.

24.1 Force majeure. Neither Party is liable for failure to perform caused by events beyond its reasonable control, including AWS region outages, telecommunications failures, pandemics, natural disasters, or government action.

24.2 Assignment. Neither Party may assign this agreement without the other's consent (not to be unreasonably withheld), except that AgentHub may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the Customer.

24.3 Notices. Notices to the Customer go to the account email. Notices to AgentHub go to legal@agenthub360.com.au with a copy to support@agenthub360.com.au.

24.4 Marketing use. AgentHub may identify the Customer by name and logo as a customer on AgentHub's website and marketing materials only with the Customer's prior written consent (which may be given by email).

24.5 Modern slavery and anti-bribery. Each Party will comply with the Modern Slavery Act 2018 (Cth) (to the extent applicable) and applicable anti-bribery laws.

24.6 Governing law and jurisdiction. This agreement is governed by the laws of Victoria, Australia. The Parties submit to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

24.7 Dispute resolution. Before commencing proceedings (other than for urgent injunctive relief), a Party must give written notice of the dispute and the Parties must meet (in person or remotely) within 14 days to attempt resolution in good faith. If unresolved after a further 14 days, either Party may refer the dispute to mediation administered by the Resolution Institute (Melbourne).

24.8 Entire agreement. This agreement (including the linked Acceptable Use Policy and Sub-processors page) is the entire agreement between the Parties on its subject matter and supersedes prior negotiations.

24.9 No waiver. A failure to enforce any right is not a waiver of it.

24.10 Severance. If any clause is held unenforceable, the remainder continues in force.

24.11 Counterparts and electronic signature. This agreement may be accepted electronically inside the AgentHub product. Electronic acceptance is binding under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Victoria) Act 2000.

The Customer's plan, enabled features, seat count, and any usage-based add-ons are as displayed in the in-product Settings > Billing screen at the Effective Date and as varied from time to time in accordance with this agreement. Plans differ between Customers; some Customers are on bespoke plans agreed with AgentHub.

Schedule C (Acceptable Use Policy) is published and maintained at agenthub.au/aup and forms part of this agreement.