Service Terms for Equifax Verification Exchange (Australia) via National Tenancy Database portal

1. Background

1.1 These service terms ("Service Terms") apply when we, Equifax Australasia Workforce Solutions Pty Limited ABN 86 080 799 720 ("Equifax"), make available or otherwise supply our Verification Services to you as Property Agent, through the Equifax National Tenancy Data Base Portal for both your benefit and the benefit of your Property Agent Customers (Applicants).

1.2 Unless the context otherwise requires, terms defined by clause 16 have that meaning where used in this document and the supply of our Verification Services to you as a Property Agent is an information service.

1.3 Where an Applicant provides consent for you to access our Verification Services, those services are provided to you in accordance with our Collection Statement accessible at https://www.equifax.com.au/hrsolutions/pdf/ve-collection-statement.pdf.

1.4 Each party will provide the other party and its Personnel with such access to its premises and facilities as may be reasonably required to allow the parties to complete and maintain the Verification Services capability for the Term.

2. Obtaining our Verification Services

2.1 In order to receive Verification Services, you must accept these terms and conditions and hold or be operating under a Property Agent's licence as required by law.

2.2 We will supply these Services to you online over communication links and other networks, and the availability of the services rely on the availability of those links and networks. While we will do our best to make sure the online information services are available, we are not responsible if the links or networks are unavailable at any time and we do not guarantee that services supplied online will be continuously available.

2.3 We will provide the Services where we are reasonably able to do so. You acknowledge and agree that we may, at our option and by notifying you, suspend provision of all or part of the information services or terminate (in whole or in part) this agreement if:

1. the requirements of any law render (or are likely to render) the provision of the Services contrary to that or any other law;
2. any change in data access terms, regulatory policy or the expressed view of a regulator renders (or is likely to render) the provision of the Services contrary to a previously established regulatory position or the terms of this agreement;
3. a third party retrains (or threatens to restrain) our use of any relevant Intellectual Property Rights; or
4. a third-party supplier ceases to supply, or changes the terms on which it supplies, the necessary component services or data such that it is impracticable, or unreasonably onerous, for us to continue supplying the Service.

2.4 Where we determine, acting reasonably, that we cannot continue to provide the Service under this Agreement, we may cease to provide the Service without any further obligation or liability accruing to us.

2.5 You and we are independent contractors and nothing in this agreement creates a joint venture, partnership, employment or other fiduciary relationship between us.

3. Licensing and Supply of Verification Services

3.1 You, or a person you advise us is your appointed representative, will be responsible for the business relationship with us for our Verification Services and shall be the single point of contact for us as your agency's authorised officer (Authorised Officer). The Authorised Officer is authorised to accept notices on your behalf in respect of the Verification Services.

3.2 We grant you a non-exclusive, non-transferable, revocable licence for the Term to access and use:

1. the Verification Services for your internal business purposes;
2. the Data only for the Authorised Primary Purposes, and only in accordance with applicable Laws.

3.3 Your licence in this clause 3.2 is not sub-licensable. The licence granted under clause 3.2 does not require use of our Verification Services for all your Applicants. Your use of the Verification Services in any application or like workflow process is a matter for you.

3.4 You will not take or permit any action to be taken to access, store, merge, aggregate, compile, decompile, manipulate, create derivative products, sell, distribute, or otherwise make available any of our Verification Services or the Data other than as permitted by these Service Terms.

For the avoidance of doubt, you acknowledge that any licences granted in respect of Technology and Data are personal to you and, to protect our Intellectual Property Rights do not extend to any use or disclosure of Data or Confidential Information (whether directly or indirectly) to any other third party (other than authorized by law to make the request).

4. Your access

4.1 Your access to Verification Exchange services commences when you accept these terms and continues unless and until:

1. you cease to operate as a registered Property Agent,
2. you notify us that you wish to discontinue the service.
3. The property agency or real estate business, of which you are the principal, cease to operate or becomes insolvent.

5. Scope of Services, compensation and Liability

5.1 We shall supply to you as authorized by the Applicant, an Applicant Report.

5.2 We may not be able to access records or provide an Applicant Report for all Applicants.

5.3 Neither of us is liable for a failure or delay in performing an obligation under this agreement to the extent the failure or delay is because of an event beyond our reasonable control. If either of us is affected in this way, each of us will use our reasonable endeavours to minimise delays or interruptions.

5.4 Nothing contained in or implied by this Agreement constitutes a party, the partner, agent, or legal representative of the other party for any purpose, nor creates any partnership, agency or trust, and no party has any authority to bind another party in any way.

5.5 When we provide the Services to you, we rely on information provided to us by others. While we always aim to provide quality information to you, you understand and acknowledge that we do not independently check all information supplied to us, or the compilation of information by our systems, and that information may be:

1. inaccurate, incomplete or otherwise of deficient quality; or
2. out-of-date (or may become out of date before you rely on it).

You understand and acknowledge that you are responsible for assessing the value of the information we provide you, and for the business decisions that you make, regardless of whether you base them on the information we supply.

5.6 To the extent we can at Law, we exclude all statutory or implied representations, conditions, warranties and terms relating to the information services or this agreement. We do not exclude any such representations, conditions, warranties or terms to the extent we are prohibited by Law from doing so (including under the Consumer Law).

5.7 We are not liable to you or to anyone else for:

1. any loss or damage arising out of, or in connection with, the information we provide to you (including loss of profit, revenue or business or indirect, consequential, special or incidental loss or damage); or
2. any indirect or consequential loss or damage arising out of or in connection with this agreement or our information services (including loss of profit, revenue or business or special or incidental loss or damage), however such loss, damage or liability arises or might arise (including in contract, tort (including negligence), under statute or in equity) and even if that loss, damage or liability may be supposed to have been in the contemplation of the parties as a probable result were it not for this clause 5. This exclusion does not apply to the extent the Law prohibits us excluding our liability (including under any statutory or implied representation, condition, warranty, term or guarantee that we are unable to exclude by Law).

5.8 Our total aggregate liability for any loss or damage not excluded under this clause 5 is limited to the amount of fees and charges paid by you for the information services under this agreement (less any statutory, third party and/or government charges) in the 12 months immediately prior to the event giving rise to the liability. This limitation does not apply to the extent the Law prohibits us limiting our liability (including under any statutory or implied representation, condition, warranty, term or guarantee that we are unable to exclude by Law).

5.9 You indemnify us for any loss we suffer or liability we incur because:

1. any information you give us is not accurate, up to date or complete or is otherwise misleading;
2. of any misuse of the information services or the information we supply you, including an intentional wrongful act or omission;
3. any breach of the Intellectual Property Rights or other rights of any person arising from your provision of data and the use by us of that data in accordance with this agreement; or
4. of any breach by you of clause 8, or any breach by your Personnel or a third party of the relevant obligations referred to in clause 8.

5.10 You agree to provide us with reasonable co-operation (at your own expense) in the handling of disputes, complaints, investigations or litigation involving a third party, that arise out of your use of our information services. Your co-operation includes but is not limited to providing us in a timely manner with relevant documents, access to relevant employees or any other reasonable assistance that may be required in dealing with any such matter and may, in some circumstances, involve you being joined as a party to any litigation as well as or instead of us.

5.11 In this clause 5, references to "we" and "us" include our Personnel. Where it relates to disclaimers, exclusions, limitations of liabilities and indemnities, references to "we" and "us" will also include the Identity Verification Service (IVS) Manager when the DVS is accessed and used including by an Applicant.

6. Fees and Use

6.1 All fees for the Verification Services are as stated in the Fee Schedule below.

6.2 Each Applicant Report we provide is a unique service; if you wish to retain a copy, you can download it in PDF format from our portal.

6.3 We will invoice you on a monthly basis for the Services. You must pay us the fees plus GST (and any other relevant government fee or charge if applicable) applicable to the Services, no later than 30 days after receipt of the relevant invoice.

6.4 We may change our fees and charges from time to time upon 30 days' prior notice to you via the National Tenancy Database portal.

6.5 Our fees and charges will automatically increase on the 1 July each year by the Consumer Price Increase (CPI) applicable at the commencement of each new financial year.

6.6 Any outstanding charges for the Service, up to and including the date of termination, will be payable by you upon its cancellation.

6.7 You agree to keep confidential the terms and conditions of supply of our services to you, including our fees, charges and pricing arrangements under any Fee Schedule or any other agreement between us, except to the extent that such terms are generally known to the public (other than resulting from your failure to comply with the obligations of confidentiality in this agreement).

Fee Schedule:

Authorised Primary Purpose: Pre-tenancy Screening

Data: Employer Name, Employer ABN, Employment Status, Employment Type, Employment Duration, Net Weekly Income

Fee per Fulfilled Verification: $12.50

7. Term, termination and suspension

7.1 This agreement begins when we accept your request for a Service and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 7.2.

7.2 Where a duration is not identified and the Service can continue or repeat indefinitely, then either party may end those obligations on 30 days' notice to the other.

7.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services immediately:

1. if you do not pay our fees and charges for the Service when due;
2. if we reasonably believe you are not complying with any of your other obligations under this Agreement or any other, it is not rectified within 14 days after we have notified you of the non-compliance; or
3. if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.

7.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:

1. our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge or regulatory or legislative cost or statutory fee, or a third party's data supplier fee comprised in the price for the relevant information service) and you do not wish to accept that variation.

7.5 If this agreement is terminated or expires, that will not affect:

1. the rights of the parties which may have accrued before the termination or expiry date; or
2. the terms of this Agreement which by their nature survive termination or expiry.

8. Compliance with Privacy Law, Risk and Security Requirements

8.1 The Verification Services are supplied in accordance with our Privacy Policy, accessible electronically at https://www.equifax.com.au/hrsolutions/pdf/privacy.pdf, and our Collection Statement accessible electronically at https://www.equifax.com.au/verificationexchange/sites/default/files/ve-collection-statement.pdf. You warrant you have satisfied yourself that our delivery of the Verification Services as contemplated by this Agreement is compatible with and satisfies any privacy policy or other privacy statement or requirement that you or your business or agency operate under.

8.2 You agree to comply with the Privacy Law (whether it expressly applies to you or not), including in relation to the collection, use, disclosure, quality, storage, security and destruction or de-identification of personal information, and all other Laws that apply to the information that we provide to you, or we provide to you on behalf of an Applicant or you provide to us, or to your use of our Service (and to maintain documentation to demonstrate your compliance).

9. Consent

You acknowledge that we must hold an Applicant Consent to supply Verification Service to you in respect of that Applicant.

10. Modification of Verification Services

Where we propose making a change to our systems or processes which materially, in our opinion, acting reasonably, alters the manner of use of Data, we will provide you with at least thirty (30) days' written notice. If you consider the proposed change unreasonable or adverse to your interests, you have the right to terminate the Verification Services by written notice to us within 14 days of the date of our notice to you.

11. Equifax Property and Data Sovereignty, Intellectual Property

11.1 Equifax, its Affiliates and their respective suppliers retain all ownership of, and all rights, title, and interest (including Intellectual Property Rights) in and to the Equifax Systems (including specifications and documentation), Verification Services, Data and related offerings, Technology, methods, processes, software, know-how, data, and all other materials and information ("Confidential Information") disclosed by us in connection with this Agreement. This includes:

1. any derivatives and customisations of, and improvements or extensions to, that material or information; and
2. all material or information which you may prepare, use or come into contact within connection with the Equifax Systems.

11.2 You must not:

1. sell, convey, license, sublicense, copy, commingle, archive, reproduce, display, publish, disclose, distribute, disseminate, transfer, use or otherwise make available that material or information or any part of it to another person in any manner or by any means except as expressly authorised in this Agreement,
2. reverse engineer, decompile, in any way modify, or create derivative works from that material or information; or interface or connect that material or information with any other computer software or system not authorised by us in writing

11.3 You may only access and use the Equifax Systems at or from locations within Australia. You may not otherwise access or use, or provide access to or use of, the Equifax Systems at or from, or send Data to, any location outside of Australia without obtaining our prior written consent and then subject to such conditions as we may reasonably impose.

11.4 Nothing in this agreement transfers ownership of any Intellectual Property Rights. Each party owns, and will continue to own, all Intellectual Property Rights subsisting in any material it provides or makes available to the other party under or in connection with this Agreement.

12. Confidential Information

12.1 You must not use Confidential Information for any purpose not contemplated by this Agreement.

12.2 You must not disclose any Confidential Information except:

1. to Personnel within your organisation or other third parties who need that access in order to perform their duties and who receive it under obligations of confidentiality;
2. if you are required to do so by Law or by a stock exchange; or
3. if you are required to do so in connection with legal proceedings relating to the Services, or any related contractual arrangement with us or an Affiliate

12.3 You will be responsible for any breach of these confidentiality obligations by your Personnel or any third parties to which you make disclosure under clause 12.2(a), as if any such breach was a breach by you.

12.4 Unless otherwise agreed by us in writing, any information disclosed to us during discussions regarding our information services or otherwise is disclosed by you on a non-confidential basis and we do not accept on a confidential basis any information (other than personal information), suggestion or idea belonging to you. We will have no liability to you should we disclose any such information, suggestion or idea, except liability for infringement of any valid patent that may be issued in respect of that material.

12.5 You acknowledge that unauthorised disclosure or use of Confidential Information may irreparably damage our business in such a way that adequate compensation could not be obtained from damages in an action at Law. Accordingly, an actual or threatened unauthorised disclosure or use of any Confidential Information gives us the right to seek injunctive relief restraining that disclosure or use, in addition to any other remedy otherwise available (including reasonable legal fees).

13. Data, Generally

13.1 You acknowledge that:

1. our ability to provide accurate information to you regarding your Applicant is dependent upon the accuracy of the data provided by the Data Contributor;
2. the amount and nature of the Data makes it impractical for us to independently verify that the Data is complete or accurate;
3. we take all reasonable steps to identify an Applicant seeking to allow access and provision of their Data to you as a Verifier through the Verification Services; however:
   1. not all Applicant information supplied is matched;
   2. except as may otherwise be imposed by Law, we will not be liable to you or an Applicant where Data is released at the direction of someone we have identified as that Applicant;
4. we will not be liable for any damages or costs incurred by you arising from any inaccuracy or omission in any Data or any use by you of Summary Data
5. the Verification Services are hosted through our Virtual Private Cloud using servers located in Australia under a managed services/SaaS model (where the vendor does not access or process Data), with all Data stored in and (subject to paragraph (f)) accessed from within Australia; and
6. to the extent that Personal Information is accessed by a Parent entity or any third-party service entity in providing Equifax with technical, security and data validation support for Data stored on the Verification Exchange, the entity is contractually obliged to access and handle such information in accordance with the Australian Privacy Principles set out in the Privacy Act 1988 (Cth).
7. If an Applicant disputes the accuracy or completeness of any of Data contained in a report to you. You or the Applicant may contact us, but that can only be to confirm the information supplied by a Data Contributor or advise that it is incorrect. We do not alter Data; only the Data Contributor may alter or update the relevant source information.

13.2 We may add or withdraw any information service and modify or otherwise change any information service:

1. without notice to you where:
   1. this is necessary to comply with Law or because of a change of Law, or any other event outside of our reasonable control; or
   2. to effect administrative or other non-material changes (such as name changes, filepath updates, or other corrections); and
2. except for provisions relating to quantum or application of fees and charges, for any reason upon provision to you of not less than 30 days' notice.

14. Dispute resolution

14.1 Unless otherwise provided by documented agreement between us, a party must comply with the following procedure in respect of any dispute arising under this agreement.

14.2 The party claiming that there is a dispute will send the other party a notice setting out the nature of the dispute and all other material information relevant to the dispute ("Dispute Notice").

14.3 The parties will try to resolve the dispute through direct negotiation, including by referring the matter to persons who have the authority to intervene and direct some form of resolution and to conduct discussions between the parties.

14.4 If the parties are unable to resolve the dispute within 2 weeks of the relevant party receiving the Dispute Notice, either party may refer that dispute for resolution by mediation. In Australia, mediation will be administered by the ADC, conducted in private and in Sydney (unless otherwise agreed between the parties), and held in accordance with the ADC Guidelines for Commercial Mediation.

15. Entire Agreement and Applicable law

15.1 These Service Terms contain the entire agreement relating to the Verification Services and are confidential.

15.2 In Australia, these terms are governed by the law of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts hearing appeals therefrom.

16. Definitions

These meanings apply in this Agreement unless the contrary intention appears:

"Agreement" means these Service Terms, together with other documents contemplated by it.

"Applicant" means an individual who has given their consent to us to provide you as a Verifier their personal employment information.

"Applicant Report" means a report containing available employment income information of the Applicant.

"Authorised Officer" has the meaning given by clauses 3.1 and 3.2.

"Authorised Primary Purpose" means our provision to you, as requested and authorised by an Applicant, of employment income verification information that you will use in assessing their rental application.

"Authorised User" means your Personnel that you have authorised and directed to use, or otherwise access the Verification Services on your behalf and who is trained in and is knowledgeable of your obligations under this Agreement.

"Data" means both Employment Data and Income Data supplied by a Data Contributor, and includes Summary Data, unless expressly stated otherwise, and may contain Personal Information.

"Data Elements" means Employer Name, Employer ABN, Job Title, Employment Status, Employment Type, Employment Start Date, Employment End Date, Total Time with Employer, up to last 6 pay event Income details, current and 2 previous year's YTD Income Summaries, up to last 12 Mandatory Superannuation Contribution payments.

"Data Contributor" means an employer, a payroll services provider or other service providers who might act on behalf of an employer.

"Employment Data" means employment data (excluding Income Data) of employees provided by, or on behalf of, an employer to us.

"Equifax" means us as Equifax Australasia Workforce Solutions Pty Limited (ABN 86 080 799 720).

"Fulfilled Verification" means where we supply you with Data in response to your request to verify the employment income of an Applicant via the National Tenancy Database portal.

"Income Data" means employment income data of employees provided by, or on behalf of, an employer to us.

"Net Weekly Income" is an element of Summary Data and estimated from payroll or superannuation contribution information and may include bonuses, commissions, overtime, allowances and other income components.

"Parent" means Equifax, Inc (NYSE: EFX), the ultimate parent company of Equifax headquartered in Atlanta, Georgia, and any other related body corporate of Equifax located in the United States of America or elsewhere operating under the same Group policies as Equifax, including under the EFX Global Security Policies, Standards and External Security Standards.

"Personal Information" has the same meaning as defined under applicable Privacy Law.

"Property Agent" means any individual licensed under relevant Australian law to operate a real estate agency or similar including offering management the leasing or sale of property.

"Summary Data" means Data Elements that have been processed by us to reflect an Applicant's employment income status.

"Verification Exchange" means the data exchange platform operated by us, which enables Verifiers to verify the employment income Data of Applicants in connection with the Authorised Primary Purpose.

"Verification Services" means the supply of an automated method of providing employment income Data verifications relating to an Applicant to a Verifier.

"Verifier" means you as a Property Agent that has entered into an agreement with us to receive Data from the Verification Exchange, that is legally permitted to receive the relevant Data relating to a request.