in respect of cba branded products

Intermediary Agreement - effective 1 January 2015

in respect of CBA branded products

BETWEEN

<insert Intermediary head group name>

<Insert Head group ABN>

AND

Commonwealth Bank of Australia

(ABN 48 123 123 124)

Effective 13 January 2014

Schedule A

Products, Services and Commission

Part 1: Products

This Agreement applies to the following Commonwealth Bank or CommSec branded (“CBA branded”)

products:

Home Loan Products

1.1 Standard Variable Rate Home Loan (Including 1 Year Guaranteed Rate, 12 month Discounted

Variable Rate and under Mortgage Advantage (MAV) conditions)

1.2 Standard Variable Rate Investment Home Loan (Including 1 Year Guaranteed Rate, 12 month

Discounted Variable Rate and under Mortgage Advantage (MAV) conditions)

1.3 No Fee Variable Home Loan

1.4 No Fee Variable Investment Home Loan

1.5 Rate Saver Home Loan (Including 3 Year Special Rate Saver)

1.6 Rate Saver Investment Home Loan (Including 3 Year Special Rate Saver)

1.7 Fixed Rate Home Loan (including Mortgage Advantage (MAV) conditions)


1.8 Fixed Rate Investment Home Loan (including Mortgage Advantage (MAV) conditions)

1.9 Viridian Line of Credit – Residential Equity Rate (including Mortgage Advantage (MAV)

conditions)

1.10 Equity Unlock Loan for Seniors*

*Note: Available only to those Nominees that maintain current SEQUAL accreditation

Additional CBA branded Home Loan Products for “Top Ups” See Part 7 Commission – Additional

Borrowings via Top- Ups (clause 7.4)

1.11 Economiser Home Loan (Including 3 year Special Economiser Home Loan)

1.12 Economiser Investment Home Loan (including 3 year Special Economiser Investment Home

Loan)

1.13 Viridian Line of Credit- Residential Equity Rate

CONNECT REFFERAL PROGRAM

CONNECT Cash Fulfilment Product Suite

1.14 Smart Access Account

1.15 Smart Access Overdraft Account

1.16 Smart Access Debit MasterCard Account

1.17 Complete Access Account (including Everyday Offset Facility)

1.18 Complete Access Overdraft Account

1.19 Complete Access Debit MasterCard Account

1.20 All MasterCard Credit Card types

CONNECT Cash Referral Product Suite

1.21 Loan Protection

1.22 Personal Loans

1.23 Cash Investment Account

1.24 General Insurance (Home Insurance & Car Insurance)

1.25 Risk Insurance

1.26 CommSec Margin Loans

1.27 Funds Under Management

1.28 Term Deposits

1.29 Business Transaction Account

1.30 Business Online Saver


1.31 NetBank Saver Account

1.32 GoalSaver Account

This Agreement does not apply in relation to any services performed by you pursuant to any other

agreement in respect of Bankwest branded products.

Product Releases

1.33 From time to time we may vary, remove or add Products or services you or your Nominees are

authorised to refer to us under this Agreement. If we do so, we may by written notice or email

notification to you, vary, remove or add the terms of this Agreement, including remuneration or

other entitlements in respect of those products.


Part 2: Categories of Services

The following services are to be provided in relation to the Products:

Sales Completion Services

2.1 Personally interview the potential customer.

2.2 Ensure the potential customer accurately completed the relevant Application Forms.

2.3 Insert the Intermediary identifying number on application form.

2.4 Provide to us all relevant information in support of the customer's application for the Product/s in

the format required by us or as agreed between us from time to time including:-

(a) evidence of employment, income and assets including pay slips, group certificates, tax

returns and historical financial statements;

(b) current year budget and forward projections;

(c) Property Valuations where in existence;

(d) other requirements for particular loans (e.g. Construction loans);

(e) appropriate "re-finance documentation", for re-finance loans, or other loans where a

portion of the advance will re-finance other debts and

(f) any information and documents required for or in connection with the Client

Identification Procedure.

For identification, income and savings documentation only, original documents must be sighted.

Legible copies of these documents (either as hardcopy paper or electronic imaged) are to be

marked with "Originals Sighted" and dated. These copies are to be retained by you and are to be

made available to us upon request. If the Client Identification Procedure requires you to retain

information or originals or copies of documents, when required by us, you must provide us with

copies of any such information or documents.

All documents are to be forwarded to the nominated office of the Bank.

2.5 If we have given you written authorisation to do so, you may print our completed loan contract and security documents when we notify you that these are ready for acceptance by a customer,

provided that you:

(a) only use a printer that we have expressly approved, in writing, for this purpose; and

(b) comply with all Procedures relevant to the printing, handling and delivery of such

documents.

2.6 In the case of loan Products, liaise between the client and us through our settlement processes

and ensure our settlement requirements, including Home and Building Insurance (if applicable),

have been satisfied, in order to facilitate an efficient settlement process.

2.7 Except as set out in Schedule A Part 7- Additional borrowings via "Top Ups" and in Schedule A

Part 8 -Trail on additional borrowings via "Top ups" and /or changes to the home loan product

type (Product Switch), we may not pay commission in respect of an application for a loan, an

increase in an existing loan, including “Top Ups”, or other product, if:

(a) you fail to do any of the matters referred to in clauses 2.1 to 2.6 (inclusive),


(b) the application is not submitted by you through the Third Party Banking Channel or is

approved and/or processed by any area of the Bank not related to Commonwealth Bank,

Third Party Banking; or

(c) any other part of the work referred to in paragraphs 2.4 and 2.6 in respect of the

application has been undertaken or performed by other areas of our network, otherwise

than for clarifying or advising on how those services should be performed by you or for

sales completion or loan settlement purposes.

Customer Care Repayment Alert Program (RAP) services

2.8 When providing Customer Care Repayment Alert Program (RAP) services you and your Nominees

must comply with all of the terms and conditions for the RAP. These are set out in Parts 2 and 4 of Schedule B to this Agreement.

2.9 Providing RAP services requires you or your Nominees to receive Personal Information relating to

customer payment arrears. You and your Nominees agree to treat the Personal Information you receive for the RAP confidentially, and to use the information prudently, responsibly and solely to

provide credit management assistance to those customers who may require it.


Part 3: Commissions

3.1 Intermediary Commission Models

Table A - Intermediary Commission Models

Model 1. (Default) Model 2. Model 3.

You select a

Commission Plan

(see Table B), which

then applies to all

Nominees

Each Nominee selects

their own

Commission Plan

(see Table B)

(a) You select the Nominees

(Authorised Nominees)

who can select their own

Commission Plan

(b) You can also select a

Commission Plan for your

Nominee(s) – (see Table B)

Terms applicable to all Intermediary Commission Models

3.2 You may choose any one of our three Intermediary Commission Models.

3.3 If you don’t choose an Intermediary Commission Model, Model 1 (Default) applies.

3.4 Once you have chosen an Intermediary Commission Model (or if the Default model

applies as you didn’t choose an Intermediary Commission Model), you may not change

your Intermediary Commission Model without our consent.


Commission Plans

Table B - Commission Plans

Loan Type

Calculations

Commission Rates (GST Exclusive)

Plan A

(Standard)

Plan B

Base Upfront Commission – Home Loans and Lines of Credit

Home Loans

Base Upfront

On “New Money”

loan amount

0.50% 0.45%

Lines of Credit

Base Upfront

On “New Money”

– Credit Limit

0.375% 0.3375%

Commission Allowances (see Part 4) will be added to the above Base Upfront

Commissions resulting in the Total Upfront Commission payable for each

Commission Plan.

Trail Commission (p.a) – Home Loans and Lines of Credit

Year 1 Trail

Commission

Balance

Outstanding

as at the end

of the relevant

month

(see clause 3.14)

0.15% pa 0.10% pa

Year 2 Trail

Commission

0.15% pa 0.15% pa

Year 3 Trail

Commission

0.15% pa 0.20% pa

Year 4 + Trail

Commission

0.20% pa 0.25% pa

Commission - Equity Unlock Loan for Seniors

Equity Unlock Loan

for Seniors

Under $20,000 Nil

Equity Unlock Loan

for Seniors

$20,000 -

$39,999.99

Flat Rate Upfront Commission of $500

(Not eligible for Trail Commission)

Equity Unlock Loan

for Seniors

$40,000 and over Flat Rate Upfront Commission of $1,000

(Not eligible for Trail Commission)


3.5 You, or where applicable a Nominee or Authorised Nominee, may select either

Commission Plan.

3.6 If you, or where applicable a Nominee or Authorised Nominee, don’t choose a

Commission Plan, Plan A (Standard) applies and will continue to apply until a

Commission Plan is chosen.

3.7 Once a Commission Plan has been chosen it can only be changed after 6 months from

the commencement date of that plan.

3.8 Once a Commission Plan has been in effect for 6 months, you, or where applicable a

Nominee or Authorised Nominee, may request a change to another Commission Plan,

which will come into effect as follows:

(a) Where we process the change request on or prior to the 20th of a month, the

new Commission Plan applies to new fundings from the 1st of the next calendar

month.

(b) Where we process it after the 20th of a month, the new Commission Plan applies

to new fundings from the 1st of the second following calendar month.

3.9 Changes may be advised through CommBroker or such other method we advise you.

General Terms applicable to Commissions

3.10 We pay Commissions on New Money that you or a Nominee submits to us through our

Third Party Banking Channel.

3.11 We may reduce the Total Upfront Commission rate where the New Money equals or

exceeds $3,000,000.00.

3.12 We may reduce the Total Upfront Commission rate and the Trail Commission where the

loan interest rate approved is less than the advertised interest rate (including any

advertised discounted or guaranteed interest rate) for that home loan product and/or we

have agreed to waive all or part of our standard fees and charges.

3.13 We will not pay any Total Upfront Commission on any New Money for an Equity Unlock

Loan for Seniors if the loan is increased within 12 months of the previous funding date

where we have paid you Commission on the previous loan.

3.14 For the purpose of calculating Trail Commission, the Balance Outstanding is:

(a) the net balance of the home loan account (including any additional advances

made under a Top Up or Product Switch) as at the end of each month,

(b) less the credit balance as at the end of that month of any Mortgage Interest

Savings Account (MISA) and/or Everyday Offset Facility which is linked to the

home loan on which trail is being paid.


3.15 Trail Commission will not be paid to you on:

(a) loans in arrears 60 days or greater;

(a) loans or facilities in excess of their limit;

(b) loans that are refinanced under or transferred to another Commonwealth Bank

Business Unit as a result of a customer initiated request;

(c) loans that are refinanced or switched to a different product type by another

intermediary group or the nominee of another intermediary group

(d) loans that are repaid;

(e) loans that are refinanced by any external lender or party; or

(f) Equity Unlock Loan for Seniors.

3.16 Should those loan accounts that did not receive trail due to above conditions 3.15(a) and

3.15(b) be in order, prior to the end of the respective trailer month, Trail Commission will

recommence at the next date for payment of Trail Commission. There will be no

"backdating" of Trail Commission covering the period that trail was not received, for

these loans.

3.17 We may change any of the terms of this Part 3, including Commission rates and

Clawback, by giving you 28 days’ notice. Except as otherwise provided in this

Agreement, Trail Commission Rate changes will apply only prospectively, that is to

loans funded on or after the date the change taking effect.

3.18 You must be registered and remain registered for GST purposes.

3.19 Unless otherwise noted, all commission amounts shown are GST exclusive. (To

calculate GST multiply the GST exclusive rate by 10%).


4 Part 4: Commission Allowances

Table C - Submission Quality and Conversion Ratio Allowances

4.1 You may also be eligible to receive an additional upfront commission payment

(allowance) as outlined below in relation to Banking Products:

Allowance Allowance applies when Allowance Rates (GST Exclusive)

Submission

Quality

Allowance

the ratio of loan applications

received without any errors to

total applications received

(Errorless Ratio) is less than

80%

Nil

Errorless Ratio is equal to or

greater than 80% and less than

90%

Additional Upfront commission payment of 0.025% of the total "New Money" loan amount or 75% of 0.025% on the "New

Money" credit limit for Viridian Line of Credit.

Errorless Ratio is equal to or

greater than 90%



Conversion

Allowance

the ratio of loans that have

settled compared to applications

lodged (Less Pre-Approval

applications) (Conversion

Ratio) is less than 75%

Nil

The Conversion Ratio is equal to

or greater than 75% and less

than 80%



The Conversion Ratio is equal to

or greater than 80%




Conditions relating to Commission Allowances

4.2 We pay Commission Allowances quarterly. We review the data for each calendar quarter

and pay the Commission Allowances no later than the beginning of the 2nd month after

the end of the quarter.

4.3 Where the total volume of New Money from Applications is less than $5 million in a

particular month, we reserve the right not to pay any Commission Allowances for that

month (and the quarterly Commission Allowance will be determined as if there had been

no activity for that month).

4.4 Commission Allowances will be added to the Base Upfront of the respective Commission

Rate Plans (as shown in Table B above) resulting in the Total Upfront Commission

payable for each Commission Rate Plan.

4.5 We may change any of the terms of this Part 4 by giving you 28 days’ notice.


5 Part 5: CONNECT Cash Fulfillment Products

CONNECT Cash Fulfillment Products – commission payable

Product Commission (GST Exclusive)

Smart Access/Complete Access

Streamline or Debit

MasterCard accounts including

any overdraft

$50.00

All MasterCard Credit Card

types

$15.00

Conditions relating to Fulfilment Services Commission

5.1 Fulfilment Services Commission on Smart Access/Complete Access Streamline or Debit

MasterCard accounts only applies where the Customer elects to have home loan

repayments made from the account.

5.2 Fulfilment Services Commission on MasterCard credit card accounts only applies if the

MasterCard credit card is activated by the Customer.

5.3 To qualify for a Fulfilment Services Commission, you must satisfactorily complete the

Third Party Banking Home Loan Privacy Consent and Supplementary Products

Application 002-829 form.



6 Part 6: CONNECT Referral Program

Table D - CONNECT Cash Referral Program – Commission payable

Product Referral Services Commission (GST Inclusive)

Loan Protection $110.00

General Insurance (Home Insurance and

Car Insurance)

$38.50

Risk Insurance Up to 17.5% of the first year’s premium for

Personal Risk Products

Personal Loans $32.00

Cash Investment Account Up to $100.00

Business Transaction Account Up to $100.00

provided that a minimum of $500 in total

deposits is made to the account within 28 days

of opening

Business Online Saver, Netbank Saver

Account, Goalsaver Account

Up to $100.00

CommSec Margin Loans Loan Limit up to

$500,000 = $150.00

Loan Limit greater than $500,000 = $250.00

Funds Under Management 0.1% of the total amount invested

Term Deposit Minimum Term – 3 Months

$50,000 to $249,999 = $50.00

$250.000 to $999,999= $100.00

$1,000,000+ = $200.00

6.1 You are automatically registered with us to participate in the CONNECT Referral Program

which will also allow your Nominees to participate in this Program. Your Nominees’

continued registration and entitlement to any commission are subject to you remaining a

registered participant of this Program.

6.2 You and/or your Nominees are only entitled to any benefits in relation to this Program

when:

(a) the correct “broker identifying" number is provided; and


(b) the person you or your Nominees have referred to us accepts the products set out

in Table D above and those products are established.

6.3 You and/or any of your Nominees will not be entitled to any commission if the referral for

a particular customer was made first by any other area of the Bank.



7 Part 7: Payment of Commission

7.1 When is Commission paid?

Commission will be calculated and payable in arrears as a single amount in accordance

with the tables and conditions below

Table E - Commission Payments

Commission

type

How often is

it paid?

When is it paid? What period is it

calculated for?

Total Upfront

Commission

Fortnightly Within 7 days of the

fortnightly scheduled

payment date

immediately following the

scheduled calculation

fortnight in which the

loan was disbursed or

line of credit was

established

Scheduled

calculation

fortnight

Trail Commission Monthly Within 7 days of the


payment date



fortnight in which the last

day of the month falls

Calendar month

Fulfilment

Services

Fortnightly Within 7 days of the


payment date



fortnight in which the

loan was disbursed or

line of credit was

established

Scheduled

calculation

fortnight

Referral Services

Commission

Monthly Within 7 days of the


payment date



fortnight in which the last

day of the month falls

Calendar month


Other terms applicable to the payment of Commissions

7.2 We will review the arrangement at least twelve monthly and in addition to our other rights

have the right to alter the commission structure if your average monthly settlements for

the previous twelve months, in respect of the Products fall below $5,000,000.

7.3 The current Trail Commission structure on the existing loan portfolio will remain subject to

the terms and conditions applicable to Trail Commission set out below or elsewhere in

this Agreement, including Schedule B Part 3 – Termination and Suspension of

Intermediary Agreement.

7.4 Where we have approved a loan as a result of a loan application or established a product

as a result of a referral from you or any Nominee, that contained fraudulent

documentation and/or materially false information, then you will refund to us the

commission and/or benefits paid to you and you will not be entitled to any further

commission in respect of that loan and/or product, regardless of whether or not you were

aware that any document was fraudulent or any information was false.

7.5 Ordinarily, any refund due to us will be taken into account by deducting the refund from

future commission paid to you by us or other members of the Bank under other

arrangements they have with you; otherwise, it will be payable on 14 days’ notice from us

or time agreed by both parties.

7.6 We may suspend, pending completion of our investigations, payment of trailing

commissions on:

(a) all loans introduced by a particular Nominee if we reasonably suspect that

Nominee has acted dishonestly or fraudulently in relation to any matter under this

Agreement; or

(b) in relation to loans that we identify contain fraudulent or misleading information.


We may also require you to refund to us all commission paid to date, in respect to those

loans that have been identified to have contained fraudulent or misleading information.

7.7 We may suspend, pending completion of our investigations, payment of commission or

any other benefits where we have suspended you or any of your Nominees pursuant to

Schedule B Parts 3 or 4.

7.8 At the conclusion of our investigations we will either immediately terminate this

Agreement if entitled to do so or lift the suspension. If we lift the suspension, we are not

liable for any losses or claims you may have incurred, nor are we liable to compensate

you for any loss of potential commission earnings.

7.9 If at any time you or the applicable Nominee are not appointed as a credit representative

or licensed in accordance with clause 1.3 of Schedule B Part 1, we may suspend

payment of commission.

7.10 If there is a complaint against you or any of your Nominees and you have failed to

satisfactorily resolve the complaint, we will not pay you any commission, including trail

commission and bonus payments, and you will refund to us commission paid in respect

of, or calculated by reference to, that customer’s loan, in the following circumstances:

(a) claim is made by a customer against us, including claims made through court

proceedings, our internal complaint handling scheme and any approved External

Dispute Resolution Scheme;

(b) the claim arises from the misconduct of, or breach of this Agreement by you or

any of your Nominees; and

(c) we are required, or agree (acting reasonably), to pay the customer, or to release

the customer from liability to us, as a result of such claim,

but your liability is limited to any liability, damage, loss, cost and expense (including

without limitation expenses and costs in investigating or managing any matter and legal

costs on a solicitor and own client basis) sustained or reasonably incurred by us. After

recovery by us of any liability, damage, loss, cost and expense (not based on future or

potential earnings) we suffer or incur, we will resume payment of trailing commission

unless the Agreement has been terminated. Any refund due to us will be deducted from

future commission paid to you by us; otherwise, it will be payable on 5 days’ notice from

us. This clause is in addition to any other of our rights if you breach this Agreement.

7.11 Where we have suffered any liability, damage, loss, cost and/or expense (not based on

future or potential earnings) as a result of the breach of this Agreement by you or a

Nominee we may offset it against any commission or benefit payable to you and cease

paying you commission or benefits or both until that commission, benefits or both have

been fully offset against that liability, damage, loss, cost and expense.

7.12 You will not receive Commission:

(a) where you submit the application for the loan or Top Up through a channel other

than the Third Party Banking Channel or the application is approved by any area

of the Bank other than the Third Party Banking Channel;


(b) if any part of the initial sales process or referral services was undertaken or

performed by any other areas of the Bank (other than clarifying or advising how

you should perform those services or for sales completion or loan settlement

purposes); or

(c) for Top Ups, if you were not the effective cause of the provision of additional

money.


8 Part 8: Entitlement to Commission on Top Ups

8.1 Original Loan was introduced by your Nominee and the Top Up is also introduced by one

of your Nominees.

Where:

(a) A Nominee (as your delegate) introduces a CBA branded loan or line of credit; and

(b) later the same Nominee or another of your Nominees introduces an increase in

the amount of credit or credit limit of that loan, then;

(i) total Upfront Commission will be paid on the Top Up amount (New

Money), in accordance with the Commission Plan (Table B) at the time of

the Top Up, aligned to your Nominee who introduced the Top Up;

(ii) subject to other clauses in this Agreement relating to Trail Commission,

Trail Commission will apply; and

(iii) any Upfront commission and Trail Commission paid to you will reflect the

Broker Code of your Nominee who introduced the increase in the amount

of credit or credit limit.

8.2 Original Loan was introduced by a Nominee of another Intermediary Group or directly by

the Bank however the Top Up is now introduced via one of your Nominees

Where:

(a) we have a CBA branded loan or line of credit with a Customer (either originated

by another aggregator or directly by the Bank); and

(b) later one of your Nominees (as your delegate) introduces an increase in the

amount of credit or credit limit of that loan:

(i) total Upfront Commission will be paid on the Top Up amount (New

Money), in accordance with the Commission Plan (Table B) at the time of

the Top Up, aligned to your Nominee who introduced the Top Up;



(iii) any Upfront commission and Trail Commission paid to you will reflect the

Broker Code of your Nominee who introduced the increase in the amount

of credit or credit limit.

8.3 Original Loan was introduced by one of your Nominees however the Top Up was

introduced directly by the Bank

Subject to any other clause in this Agreement, where:

(a) one of your Nominees (as your delegate) introduces a CBA branded loan or line of

credit; and


(b) later the Customer applies for an increase in the amount of credit or credit limit of

that loan or line of credit directly with the Bank:

(i) we will not pay any Total Upfront Commission for the increase in the

amount of credit or credit limit;



(iii) any Trail Commission paid to you will reflect the Broker Code of your

Nominee who introduced the original loan or credit limit.

8.4 Original Loan was introduced by one of your Nominees however the Top Up is now

introduced via a Nominee of another Intermediary Group.

Where:


credit; and

(b) later another Nominee of another Intermediary Group (as a delegate of the

another Intermediary) introduces an increase in the amount of credit or credit

limit of that loan:

(i) we will not pay any Total Upfront Commission for the increase in the

amount of credit or credit limit; and

(ii) notwithstanding any other provision of this Agreement, we will cease

paying you any Trail Commission.

8.5 When a Top Up occurs, if Trail Commission is payable, it is payable at the same Trail

Commission rate (and is subject to any remaining Trail Qualifying Period) that applied to

that existing Banking Product immediately before the Top Up.


9 Part 9: Entitlement to Commission on Product Switches

9.1 Product Switches introduced by one of your Nominees on loans also initially introduced

by one of your Nominees.

Where:


credit; and

(b) later the same Nominee or another of your Nominees introduces a Product Switch

in relation that Banking Product:

(i) we will not pay any Total Upfront Commission for the new Banking Product

unless New Money is also introduced;

(ii) we will cease paying Trail Commission in relation to the former Banking

Product;

(iii) subject to other clauses in this Agreement relating to Trail Commission,

Trail Commission will apply to the new Banking Product from the date of

the product switch; and

(iv) any Trail Commission paid to you will reflect the Broker Code of your

Nominee who introduced the new Banking Product.

9.2 Product Switches introduced by a Nominee of another Intermediary Group on loans

initially introduced by one of your Nominees.

Where:


credit; and

(b) later a Nominee of another Intermediary Group (as a delegate of the another

Intermediary Group) introduces a Product Switch in relation to that Banking

Product,

notwithstanding any other provision of this Agreement, we will cease paying you Trail

Commission in relation to the former Banking Product.

9.3 Product Switch introduced by one of your Nominees on loans you did not initially

introduce.

Where:

(a) we have a CBA branded loan or line of credit with a Customer (either originated

by a Nominee of another Intermediary Group or directly by the Bank); and

(b) later one of your Nominees (as your delegate) introduces a Product Switch in

relation to that Banking Product:


(i) we will not pay any Total Upfront Commission for the new Banking Product

unless New Money is also introduced;

(ii) we will cease paying Trail Commission in relation to the former Banking

Product subject to other clauses in this Agreement relating to Trail

Commission, Trail Commission will apply to the new Banking Product from

the date of the product switch; and

(iii) any Trail Commission paid to you will reflect the Broker Code of your


9.4 Product Switch introduced by CBA on loans one of your Nominees initially introduced

Where:


credit; and

(b) later the Customer applies for a Product Switch in relation to that Banking Product

directly with the Bank:

(i) We will not pay any Total Upfront Commission for the new Banking

Product unless New Money is also introduced;

(ii) We will cease paying Trail Commission in relation to the former Banking

Product;

(iii) Subject to other clauses in this Agreement relating to Trail Commission,

Trail Commission will apply to the new Banking Product from the date of

the Product Switch; and

(iv) Any Trail Commission paid to you will reflect the Broker Code of your


9.5 When a Product Switch occurs, if Trail Commission is payable, it is payable at the same

Trail Commission rate (and is subject to any remaining Trail Qualifying Period) that

applied to that existing Banking Product immediately before the Product Switch.


10 Part 10: Productivity and Partnership Program (PPP) Bonus

10.1 We may pay you, in addition to the existing commission payment/s a PPP Bonus. The

amount of any PPP Bonus, the manner in which it will be paid and any conditions to

which it may be subject will be determined by us and we will notify you of any changes

each year. In determining your PPP Bonus, we take into account a number of factors

including:

(a) whether performance targets are satisfied;

(b) how many loans introduced by you were in arrears for 60 days or more.

10.2 The following apply to PPP Bonuses:

(a) performance targets in respect of a year will be established after consulting with

you and will be communicated to you in advance;

(b) a PPP Bonus may be paid in one or more instalments in the course of the year in

which it is determined; and

(c) you must apply at least 50% of any PPB Bonus amount:

(i) by paying such amounts to your Nominees; or

(ii) applying such amounts to support sponsorship, training and development

of your Nominees.


11 Part 11: Commission – Clawback

Banking Products which are refinanced or repaid in full

11.1 If:

(a) we pay you Total Upfront Commission in relation to any Banking Product; and

(b) the Banking Product in respect of which that commission was paid is refinanced or

repaid in full,

you must refund us an amount equal to the relevant Percentage of Total Upfront

Commission set out below.

Circumstances of

repayment

Period Percentage of Total

Upfront Commission

to be clawed back

Refinanced or

repaid

0 months up to and including 12

months from the date the loan was

first disbursed

100%


months from the date the loan was

first disbursed

50%

Greater than 18 months from the

date the loan was first disbursed

0%

11.2 Exceptions

(a) Where the refinance is by another CBA business unit, we may at our absolute

discretion, apply the following provisions:

Circumstances of

repayment

Period Percentage of Total

Upfront Commission

to be clawed back

Refinance by

another CBA

business unit


months

100%

Greater than 6 months up to and

including 12 months

50%

Greater than 12 months 0%


(b) Clawback will not apply where the customer experiences hardship, you provide

assistance under the Repayment Alert Program and this leads us to refinance or

restructure the loan.

Partial Repayments

11.3 If:

(a) we pay you Total Upfront Commission in relation to any Banking Product which is

secured by a mortgage over residential property/ies; and

(b) within 12 months of the first disbursal, the loan or line of credit, in respect of

which commission was paid, is partially repaid due to the proceeds from a

property sale,

you must refund us a proportion of the commission paid to you, being the same

proportion that the repayment amount relates to the loan amount/credit limit on which

we paid commission (subject to any deduction for amounts refinanced and amounts we

did not pay commission on).

11.4 Any refunds you owe us under this Part 11 will be deducted from future commission paid

to you. If there are no future commissions payable, you must pay us any refund amount

within 5 days after we require payment.


Schedule B

Terms and Conditions

Part 1: Scope of Authority and Services

You must not:

1.1 act on our behalf or hold yourself out as representing us for any purpose or gain except as

authorised by this Agreement and for the avoidance of doubt, any authorisation under this

Agreement in relation to the Products does not apply to any BankWest branded product or service;

1.2 enter into contractual relations on our behalf or hold out or represent to any person that we have

or will give our approval to any Product unless we have given you written authority to do so;

1.3 submit applications for Products or perform the Services until you have provided us with copies of

all relevant licences required to be held by you or any Nominee including without limitation,

evidence that you have an Australian Credit Licences (ACL) under the National Consumer Credit

Protection Act (NCCP Act) or evidence of appointment as a credit representative of a company

which is related body corporate to you which holds ACL, and dealers licences and/or investment

advisers licences (where applicable);

1.4 allow a Nominee to submit applications for Products or perform the Services unless they are a

NCCP Compliant Nominee;

1.5 subject to schedule B clause 2.41 become involved (except as authorised by us) in a dispute or

negotiations between us and our customers but where you are involved you must co-operate with

us to the best of your ability should any legal action or claim arise from any claim brought by or

against us in connection with the Services;

1.6 submit applications for Products or perform the Services or allow a Nominee to do so if you or,

where applicable, any Nominee has ceased to be approved by us;

1.7 unless agreed by us, amend any promotional or advertising materials or brochures provided by us

or give any advice or information about a Product which is different from current Product Material

or the Procedures;

1.8 copy or amend any of our Systems (including any software or computer programme), Policies,

Procedures or Product Materials, or allow any third party (including, without limitation, any related

entity) to do so or use them without our written consent;

1.9 submit applications for Products or perform the Services until we authorise you to do so and then

only after you and your employees and Nominees have satisfied and continue to satisfy all of our

initial and ongoing requirements and training (including any training relating to Client

Identification Procedures);

1.10 present multiple loan applications, via electronic lodgement or other means, of any application

initially presented to us for consideration, to any other lender, mortgage provider, or financial

institution, whilst we are in the process of considering the application, except where you have

been advised that the application has been declined, or, where a period of greater than 48 hours

has lapsed from the time you received acknowledgment of that application and no decision has

been provided, or if you, your Nominee or the customer requests that the application be

withdrawn from the Commonwealth Bank;


1.11 obtain any benefit by way of fees, charges or any other monetary value or obtain any other means

of benefit or incentive from any other party or the potential customer, in relation to referrals

introduced to us, through the CONNECT Cross Sell Program;

1.12 provide any financial product advice or financial service, within the meaning of Chapter 7 of the

Corporations Act 2001, as amended from time to time in respect of a Product in Schedule A - Part

1 - Products;

1.13 disclose or allow your Nominees to disclose, any information that we may provide to you

concerning:

(a) changes to our products, policies or interest rates;

(b) sales performance;

(c) market position; or

(d) any other matter which is designated, or might reasonably be considered, as commercially

sensitive or confidential,

to any other person, including a parent company or other related entity, unless you have first

obtained our express written permission for the particular disclosure.

Services

1.14 In respect of each application for a Product you must ensure completion (and where necessary

collection) by you as our agent in accordance with our Procedures of: customer identification, Tax

File Number disclosure, Privacy Protection of Information forms and any Bank Account Opening

Application.

1.15 Where we have suffered any claim, liability, damage, loss, cost and expense including, without

limitation, expenses and costs in investigating or managing any matter and legal costs on a

solicitor and own client basis (not based on future or potential earnings) as a result of any

contractual breaches due to delays caused by your or your Nominees errors and/or omissions, we

may offset any such claim, liability, damage, loss, cost and/or expense against any commission or

benefit payable by us to you and we may cease paying you commission or benefits or both until

that commission, benefits or both have been fully offset against that claim, liability, damage, loss,

cost and/or expense.

1.16 You agree to maintain a continuous client relationship including client maintenance and service

and customer retention, addressing general product enquiries on those products offered by us.

1.17 You agree to manage the ongoing relationship with any customers to whom you sell MAV, which

includes keeping in regular contact with these customers to ensure the minimum portfolio balance

requirements are maintained.

1.18 When requested by us, contact and service loan customers whose fixed interest rate periods,

and/or discounted rate periods, are about to expire, to ascertain the customer's intentions

regarding future conduct of their facilities with a view to maximising customer retention. (NB. In

accordance with Schedule B General Obligations clause 2.6, you may only use the information we

provide you to perform the Services on our behalf).

1.19 Prior to the anniversary of each MAV Portfolio Agreement contact and service relevant loan

customers to establish whether the customer will meet the required threshold and the customer's

intentions regarding future conduct of their facilities with a view to maximising customer retention.

(NB. In accordance with Schedule B General Obligation’s clause 2.6, you may only use any

information we provide you to perform the Services on our behalf).


1.20 Notwithstanding anything to the contrary in this Agreement, the Services provided by the

Intermediary shall not include the provision of any financial service within the meaning of Chapter

7 of the Corporations Act 2001, as amended from time to time. To avoid doubt, conduct is not the

provision of a financial service if it is done in the course of work ordinarily done by clerks or

cashiers.

1.21 Where you use or rely on a Nominee or contractor to fulfil any obligation or requirement under

this Agreement, and this Agreement allows you to do so, that obligation or requirement will be

satisfied where you take reasonable steps to ensure that the Nominee or contractor satisfies that

obligation or requirement. Where you have an obligation or requirement to ensure that a

Nominee does, or refrains from doing, anything, that obligation or requirement will be satisfied if

you take reasonable steps to ensure that the Nominee or contractor does, or refrains from doing,

that thing.


Part 2: General Obligations

You must:

2.1 comply with each of the following requirements and where the requirement relates to your

Nominee or contractor, you must take reasonable steps to ensure that your Nominee or contractor

complies with the requirement (to the extent that it is relevant).

2.2 ensure your nominees must be:

a) a director or employee of yours; or

b) a credit representative of yours; or

c) a credit representative of a company which is a related body corporate to you which holds an

ACL; or

d) a credit licensee; or

e) a director or employee of a corporate credit licensee who which aggregates through you; or

f) a credit representative of another Nominee of yours who is also a credit licensee; or

g) a credit representative of a corporate credit licensee which aggregates through you;

2.3 disclose to any person for whom you or your Nominees act as intermediary or adviser that you or

your Nominees will receive a commission from us and comply with any laws which oblige you to

disclose further details of such commission;

2.4 if you charge, or may charge, a customer a fee for submitting a loan application to us (whether a

brokerage fee or application fee or any other type of fee), also obtain a written acknowledgment

signed by each customer acknowledging that such a fee will, or may be, payable to you by that

customer;

2.5 immediately inform us if you suspect that any customer or Nominee may not be the person they

claim to be, or may be involved in or connected with any criminal, illegal or terrorist activity, or

may intend to use the loan or their position in connection with any such activity or for the

purposes of money laundering or terrorism financing;

2.6 ensure you meet the Data Security Requirements:

2.6.1 Where you hold any information relating to a customer or potential customer which is no

longer necessary for the performance of the Services, you will destroy such information or

return to us as directed.

2.6.2 Despite any other provision of this Agreement, nothing prevents you from:

(a) using Personal Information which you have collected for your own purposes

provided you have first obtained any necessary consent from, and made any

necessary disclosure to, those customers;

(b) disclose information regarding the relationship between you and us and the

income derived under this Agreement to:

(i) explain the relationship between you and us, to customers and potential

customers;

(ii) facilitate a sale or proposed sale of the trailing commission, the

Intermediary's business, or shares in the Intermediary, or any similar

activity;


(iii) abide by the law, an order of the court, or by the binding requirements of

a stock exchange;

(iv) disclose to the Intermediary’s legal or accounting advisers for the

purposes of obtaining advice, or to auditors for audit purposes.

2.7 comply with:

(a) all applicable laws, licences and relevant codes of conduct or practice, (including,

without limitation, the Mortgage Broker Code of Conduct -see Annexure),

applicable to you;

(b) all our lending policies and Procedures as determined by us from time to time;

and

(c) all prudent and generally acceptable banking and financial services industry

practices in the performance of the Services; and

(d) without limiting the above, Do Not Call Register Act 2006 (Cth) and take all

reasonable steps to ensure that your employees and Nominees, comply with that

Act; and

(e) without limiting the above, Part 6 (Industry codes and Industry standards) of the

Telecommunications Act 1997 (Cth) in relation to telemarketing activities (as that

term is defined in that Act);

2.8 attend and arrange for each Nominee to attend such training as we may require in connection

with the Services, Procedures, Systems and Products from time to time;

2.9 act honestly in your dealings with customers and represent fairly and accurately the terms and

conditions of any Product;

2.10 promote our reputation and our Products and neither you or any of your Nominees may engage in

any conduct which may adversely affect our good name or business reputation, provided that this

clause does not prevent or restrict you from offering products of our competitors (including loan,

credit card and savings products);

2.11 remain responsible, at your expense, for your Nominees, servants, agents, employees and

contractors whilst carrying out the Services. This includes claims for injuries, loss, damage or

compensation and payment of all taxes (including GST, FBT and PAYE) payable in connection with

your business or employees, or those of any Nominee;

2.12 maintain accurate details including business, mail and email addresses and contact phone

numbers, for all Nominees accredited by us, and immediately advise us of any changes to such

details;

2.13 immediately inform us when a Nominee has resigned or when their employment has been

terminated. You must also inform us if termination of employment of that Nominee was a result of

misconduct or fraudulent activity;

2.14 Immediately inform us when you become aware that a Nominee has ceased to be a NCCP

Compliant Nominee;

2.15 where you have advised us that the Nominee has been dismissed due to misconduct or fraudulent

activity, we will immediately withdraw our approval of that Nominee and suspend subsequent trail

payments in relation to those loans and/or any entitlement to benefits in relation to referrals you

or your Nominees referred to us, that have been identified to contain fraudulent or misleading

information in accordance with Schedule A clause 11.6 of “Terms applicable to payment of all

commissions”. Furthermore, we reserve the right to suspend all subsequent trail payments in


relation to that Nominee’s total loan portfolio pending investigation of that Nominee’s loans. We

may also require you to refund to us all commission paid to date, in respect to those loans or

referrals, that have been identified to have contained fraudulent or misleading information;

2.16 maintain professional indemnity insurance that meets, as a minimum, the following criteria”:

a) The Insurer must be an Authorised Insurer under Section 12 of the Insurance Act 1973 or by

virtue of determinations made by Australia Prudential Regulation Authority (APRA) under

items 4 and 5 of Schedule 2 of the General Insurance Reform Act 2001 or the Insurer must be

Lloyd’s of London. Please note that where the Insurer is shown as “Lloyd’s of London and

others” this may not be acceptable as “others” may not be Authorised Insurers as detailed

above, also known as unauthorised foreign insurers.

b) The Insurer must maintain a credit rating, as provided by Standard & Poors, of “A” as an

absolute minimum.

c) The limit and/or sum insured must not be less than:

Total Annual Gross Fundings/Settlements Minimum Insured Amount

Up to and including $200,000,000 $2,000,000

Greater than $200,000,000 $5,000,000

d) The limit and/or sum insured will be determined by us and we may vary this from time to

time.

e) Where your indemnity insurance policy extends to insure any agents, nominees, sub-agents

and/or consultants such persons and/or companies must be named as an Insured under the

policy.

f) The indemnity insurance policy must be in a form approved by us. You must provide us with

the following documentation, within 30 days of our request:

(i) a copy of your entire indemnity insurance policy - this includes the Wording,

Schedule and any endorsements/alterations attached thereto; and

(ii) a Certificate of Currency from either the Insurer or the Authorised Underwriting

Agent. A Certificate from any other person, company, agent or broker is not

acceptable;

2.17 maintain membership of an Approved Industry Association and ensure that any Nominee is and

remains a member or associated member of that Approved Industry Association;

2.18 maintain membership of an External Dispute Resolution Scheme (EDRS) approved by the

Australian Securities and Investments Commission (ASIC) and by us (“Approved EDR Scheme”)

and ensure that any Nominee is and remains a member of the Approved EDR Scheme and must

comply with any finding or recommendation made under the Approved EDR Scheme;

2.19 make use of our systems as provided to you from time to time in the performance of the Services,

including electronic means such as "faxstream", CommBroker Site functions, including Loan

Tracking and Electronic Lodgement (COLA) Applications (or any other Home Loan Electronic

Lodgement Application approved by us, if Systems are available for this purpose;

2.20 promptly forward to us all completed applications, associated documents (with your identifying

number inserted) and money received and in any event within 48 hours of receipt;


2.21 ensure that all information and material submitted to us is to the best of your knowledge and

belief true, accurate and not misleading in any respect;

2.22 only submit applications for Equity Unlock for Seniors where the borrowers have been interviewed

by employees or Nominees who meet and maintain standards established by SEQUAL to achieve

accreditation by it as Reverse Mortgage Consultants;

2.23 regularly maintain and audit any internal point of sale software and systems to accurately and

fairly represent our Products and update any product information and interest rates. Any

development or changes to your internal point of sale software and systems, relating to product

information except for Home Loan Application Forms (including electronic platforms) and interest

rate changes, must be carried out within 14 days, or a time frame as agreed by both parties, from

receiving notice, subject to receipt of all required information from us. Such changes are not to be

released prior to any authorised release dates;

2.24 change and audit Home Loan Application Forms (including electronic platforms), and interest rates

to any internal point of sale software and systems, within 24 hours of receiving notice and such

changes and audits must be carried out by the effective date of the interest rate schedule

changes;

2.25 at our discretion, we may provide you with greater than 24 hours notice of any pending changes

in interest rates, however you must not reveal any changes advised to you, to any of your

Nominees or any other person, prior to any authorised release dates. Further, you must not reveal

any information we provide you relating to interest rate, fee, policy or product changes to any

Nominee, or external party, unless authorised by us;

2.26 immediately change and implement any Client Identification Procedures. Changes to application

forms or processes, required to meet legislative or regulatory requirements, will be implemented,

whether by changes to any internal point of sale software and systems or by manual processes

within 7 days or a timeframe as agreed by both parties;

2.27 distribute to all Nominees under this Agreement information received from us (electronically or

otherwise) about our lending policies, Procedures, Mortgage Code of Conduct (see Annexure),

products and services including promotional and other matters;

2.28 when submitting applications, whether electronically or otherwise:

(a) confirm all legislative requirements have been satisfied;

(b) observe the Data Security Requirements;

2.29 ensure that no Nominees, servants, agents, employees and contractors will provide any financial

product advice or financial service within the meaning of Chapter 7 of the Corporations Act 2001,

as amended from time to time, on behalf of us pursuant to this Agreement;

2.30 co-operate with us in order to allow the appropriate identification, measurement, management

and control of risks of non-compliance by us with the Corporations Act 2001, as amended from

time to time, and any applicable licence conditions;

2.31 co-operate with and observe all compliance processes and procedures agreed with us from time to

time, including Client Identification Procedures and the selection of all Nominees, servants, agents,

employees and contractors who are, or may be involved in providing the Services, the monitoring

of their performance, and the reporting of any compliance failings and breaches;

2.32 ensure Nominees, servants, agents, employees and contractors receive training from us to ensure

that they do not provide any financial product advice or financial service within the meaning of

Chapter 7 of the Corporations Act, as amended from time to time;


2.33 if authorised by us to print a contract or security document, only use a printer that we have

previously approved in writing for this purpose and comply with all Procedures relevant to the

printing, handling and delivery of these documents;

2.34 ensure the continued observation of the Data Security Requirements by (without limitation):

(a) installing and maintaining such security measures as are reasonable in the circumstances,

including (without limitation):

(i) installing and maintaining adequate firewalls and anti-virus measures;

(ii) downloading security and other relevant updates;

(b) ensuring that all staff and other persons with access to Personal Information are aware of

and observe all privacy laws;

(c) continually monitoring all communications from us which incorporate information

concerning data security and, where appropriate, implementing or updating data security

measures.

Accreditation of Nominees

2.35 comply with our procedures for accreditation of Nominees under this Agreement, including:

(a) being reasonably satisfied that the Nominee will meet and maintain our “Minimum Product

Compliance Requirements” (refer Part 4 Nominees – clauses 4.35 – 4.36);

(b) arranging for them to sign an Authority to Act;

(c) carrying out checks to confirm the identity of potential Nominees;

(d) that they satisfy our requirements in respect of:

(i) membership of an Approved Industry Association;

(ii) their professional indemnity insurance cover;

(iii) membership of an approved EDR Scheme;

(iv) minimum lending experience;

(e) that they satisfactorily complete our Sales and Process Coach Program (SPC Program)

which includes:

(i) attendance to the mandatory Sales and Process Coach workshops;

(ii) electronic lodgement of a minimum of two(2) Commonwealth Bank Home

loans and have had at least two(2) Commonwealth Bank Home Loans

approved, within three (3)months, or any other period agreed by us,

following the Nominee’s attendance at the Sales and Process Coach

Program Workshop 1;

(a) any other screening requirements as may be specified by us in the Procedures from time to

time;

(b) checking that they are a NCCP Compliant Nominee and providing us with their License Number or License Number of their employer or the company of which they are a director

or Licence Number of the person or entity which has appointed them as a credit representative;

2.36 retain originals of all forms which we require Nominees to sign as part of the accreditation process

and copies (either as hardcopy paper or electronic imaged) of all other documents provided to you

by Nominees including proof of their status as NCCP compliant nominees, or obtained by you, as


part of that process, for at least 6 years after the Nominee ceases to act as your Nominee and

allow us to carry out an inspection or audit of those documents at any time;

2.37 carry out our procedures for accreditation of Nominees with due care and skill having regard to

the functions to be performed by any such Nominees under this Agreement;

2.38 not permit your Nominees, whether accredited with us under this Agreement or not, to participate

in the Commonwealth Bank Referral Source Program;

2.39 not authorise your Nominees to maintain any other accreditation with the Commonwealth Bank via

any other Intermediary group;

Customer Complaint and Resolution Management

2.40 maintain to our satisfaction a complaint handling procedure and internal dispute resolution scheme

that complies with Australian Standard ISO 10002-2006 (Customer satisfaction – Guidelines for

complaints handling in organizations) or any replacement standard published by Standards

Australia;

2.41 manage any customer complaint made to you, or that we refer to you, where the complaint

concerns or is a result of your or your Nominee's errors, actions or failure to observe our policies

or processes;

2.42 where you have not satisfactorily resolved any complaint, accept liability of any claims and any

actual or potential losses, including any amount paid by us, as a result of your or your Nominee’s

errors, actions or failure to observe our policies or processes.

2.43 If you fail to properly deal with any complaint that we referred to you under clause 2.41 and it

becomes necessary for us to deal with the complaint, or you fail to properly deal with a complaint

so that a complaint is made to us concerning or resulting from your Nominee's errors, actions or

failure to observe our policies or processes and it is necessary to refer the matter to any other

area of this Bank in order to manage and/or resolve the complaint and/or claim, then we will

suspend payment of any further commission in respect to that loan until the complaint has been

resolved. We may offset our costs (not based on future or potential earnings), of dealing with the

complaint against any commission due to you in respect of that loan;


2.44 In addition to any other of our rights, if as a result of the misconduct of, or breach of this

Agreement by you or any of your Nominees:

a) a court or tribunal orders; or

b) the Financial Ombudsman Service makes a finding, or

c) acting reasonably, we reach agreement with a customer to resolve their complaint; or

d) we have been required to seek further advice or make further investigations,

which has the effect of:

e) requiring us to make a payment to a customer, or

f) releasing a customer from a liability to us,

g) incurring costs for further advice, investigations or other actions required to manage the

matter,

we may: require you to pay us the amount of such claim paid by us and any costs or expenses

(including legal costs) or released by us and any costs incurred by us in respect of the complaint.

Ordinarily, any refund due to us will be taken into account by deducting the refund from future

commission paid to you by us, otherwise it will be payable on 14 days notice from us or a

timeframe as agreed by both parties.

Audit rights and obligations

2.45 We may audit the compliance of you and your Nominees with any and all matters arising from this

Agreement upon providing you with 10 days’ notice of our intention to conduct an audit. If our

audit shows serious irregularities or breaches of this Agreement, we may require you and your

Nominees to cooperate with further audits and spot-checks, conducted with or without notice.

2.46 Any auditor we appoint, including any of our employees or authorised representatives to whom we

assign an audit function under clause 2.45 (subject to any relevant duty of confidentiality given),

will be entitled at all times during normal business hours to inspect and make copies of any

records or documents made or held by you or your Nominees that are relevant to:

a. The performance of the Services;

b. The Data Security Requirements; or

c. Any other matter arising under or in connection with this Agreement including, without

limitation, your compliance with all relevant legislative provisions and codes of conduct

(including, without limitation, the Broker Code of Conduct annexed to this Agreement).

2.47 You and your Nominees must co-operate with the auditor in the performance of their duties and

must provide them with the records and documents they reasonably request and give them such

assistance and explanations which, in the auditor's reasonable opinion, are necessary for the

auditor to perform their duties.

2.48 You must reimburse to us, within 21 days of our request, the costs and expenses charged to us by

any auditor for conducting an audit in accordance with this Agreement. With our request, we will

provide a copy of the auditor’s invoice which you agree shall be sufficient evidence that such costs

and expenses have been charged to us.


Customer Care Repayment Alert Program (RAP)

2.49 You must actively encourage your Nominees to complete the training programs we arrange in

relation to the RAP and, as we may request, distribute or otherwise make available to your

Nominees any broker-directed information, advertising or communications that we provide to you

concerning the RAP.

2.50 Both you and your authorised Nominees must comply with all of the policies, procedures and

systems we provide to you in relation to the RAP. For the purposes of the RAP, authorised

Nominees are those Nominees who have successfully completed all components of our RAP

training and to whom we have given notice in writing that they may provide RAP services.

Nominees who are not so authorised must not provide RAP services.

2.51 When providing the RAP services, you and your Nominees must only use those forms and

documents (if any) and electronic information that have been provided by us for those purposes.

2.52 From time to time, and with immediate effect, we may amend our policies, procedures, systems, forms and documents.

2.53 Where the Bank provides the details of a customer that is to be the subject of RAP, you or your

Nominee shall use best endeavours to contact such customer within the time we have nominated. Where the information is sent to a nominated email address shared by a number of persons, only

the person who has the relationship with the applicable customer will use that information and contact the customer.

2.54 In carrying out any such calls, you or your Nominee shall seek to identify any home loan

maintenance opportunities and take corrective action. Where the customer raises an arrears issue

or indicates they are having difficulty in meeting their loan obligations, then you or your Nominee:

a. must provide that customer with information as to how they may contact the relevant

Commonwealth Bank’s Collections & Credit Solutions area;

b. must not engage in any further activity or contact with that customer in relation to collection

of any amount in arrears or making any arrangement in relation to such arrears.

2.55 You or your Nominees must not enter into any arrangement on our behalf or hold out or represent

to any person that we have, or will, give our approval to any arrangement.

2.56 You or your Nominees (as applicable) must maintain clear and complete records of all

communications with a customer, whether or not initiated by you or the Nominee.

2.57 Information provided to you or to your Nominees under the RAP includes Personal Information.

You and your Nominees must ensure that all appropriate precautions and processes are

implemented to protect the information we provide. These precautions include (but are not limited

to) the continued observation of the Data Security Requirements by (without limitation):

a) ensuring that Nominees take all appropriate steps to properly confirm the identity of the

customer(s), before discussing any matter regarding the customer’s information; and

b) ensuring that all persons with access to Personal Information are aware of and observe all

obligations under the Privacy Act 1998 and the Australian Privacy Principles.

2.58 In dealing with Personal Information or performing any function of the RAP, you and your

Nominees must comply with:-

a) all applicable laws, licences and relevant codes of conduct or practice;


b) all of our applicable lending policies, training programs and Procedures as determined by us

from time to time;

c) all prudent and generally acceptable banking and financial services industry practices;

d) all relevant obligations imposed by:

i. the Do Not Call Register Act 2006 (Cth);

ii. Part 6 (Industry codes and Industry standards) of the Telecommunications Act 1997 (Cth)

in relation to telemarketing activities (as that term is defined in that Act); and

iii. Customer Care- Repayment Alert Program (RAP) Guidelines for Contact Customers.

iv. the Privacy Act 1988 and the Australian Privacy Principles

2.59 Where a loan account was written by a broker who is no longer your Nominee or who is otherwise

not available to assist the customer, we may request that you assign the performance of the RAP

services for that customer to another Nominee whom we have authorised for that purpose.

Termination of your participation in the Customer Care Repayment Alert Program (RAP)

2.60 If at any time you breach a condition of the RAP which is a material breach, we may immediately

terminate your participation in the RAP. However, if the breach was caused by a particular

authorised Nominee without your knowledge or participation, only the participation by that

authorised Nominee will be terminated.

2.61 If your participation in the RAP ends or is terminated (by any party and for any reason), you or

your Nominees must not engage in any further activity relating to the RAP or in any other matter

or activity relating to a customer’s arrears position, other than by referring customers directly to

the relevant Commonwealth Bank’s Collections & Credit Solutions area.

2.62 If your participation in the RAP ends or is terminated for any reason, you and your Nominees must

promptly return to us (or appropriately destroy, if we request it) all customer information material,

training material, forms, (including brand templates), and all other material and documents

relating to the RAP, including information supplied, received or generated by us in carrying out the

functions of the RAP. Your obligation to keep secure and confidential any customer and Personal

Information retained by you or your Nominees shall continue for such time as required by law,

notwithstanding termination of the RAP.

Diamond subgroup

2.63 We may approve the establishment of a Diamond subgroup comprising certain of your Nominees.

2.64 The continuation of a Diamond subgroup will require you to satisfy our performance criteria on an

ongoing basis. We reserve the right to dissolve the Diamond subgroup entirely if performance

criteria are not being met.


Part 3: Termination and Suspension of Intermediary Agreement

3.1 Either of us may terminate this arrangement by 14 days’ notice or a timeframe as agreed by both

parties in writing to the other at any time.

3.2 Subject to clause 3.3, if you are at any time in breach of the terms of this arrangement, we may

terminate this arrangement immediately by notice in writing to you.

3.3 If you are at any time in breach of the terms of this Agreement ("default") and, in our reasonable

opinion the default is capable of being remedied by you, we may give you notice to rectify the

default within 28 days or a timeframe as agreed by both parties of the date of the notice, or such

longer time as we may allow and if you fail to rectify the default to our reasonable satisfaction

within that time, we then will be entitled to terminate this Agreement immediately by notice in

writing to you.

3.4 If we consider to our reasonable satisfaction that the default cannot be remedied within the time

specified in clause 3.3 or at all, we may terminate this arrangement immediately.

3.5 If you dispute our decision whether a default can be remedied pursuant to subclause 3.3, or

cannot be remedied pursuant to clause 3.4, we agree to refer that dispute to an independent

expert agreed between you and us within 14 days of termination of the agreement or a timeframe

as agreed by both parties and in the absence of agreement to be nominated by the president for

the time being of the Law Society of New South Wales. The expert so agreed or nominated shall

act as an umpire and the parties agree that the decision of such expert (as to whether or not the

default was capable of being remedied by you within a period not exceeding 28 days) or a

timeframe as agreed by both parties shall be binding on them. You agree to pay the costs of such

expert.

3.6 If it is of the opinion of the independent expert appointed pursuant to clause 3.5 that the default

cannot be remedied within the time specified in clause 3.3 or at all, we may terminate this

Agreement immediately and cease paying commission at that time.

3.7 For the purpose of clause 3.3 "breach" or "default" does not include breach of the terms of this

arrangement by an individual Nominee where such breach was not known to you or, if known to

you, where you had taken reasonable steps to prevent such breach and, if possible, to rectify the

breach and to prevent further breaches and does not include any matter or event occurring

beyond your reasonable control.

3.8 We may immediately terminate this Agreement if there are reasonable grounds to believe that you

or any Nominee have engaged in fraudulent or dishonest conduct in relation to any application or

referral or in relation to any of the matters covered in this Agreement. We may also terminate this

Agreement immediately if, in carrying out the Services, your actions have caused us to approve an

application we would otherwise not have, or you have placed us in a position of possible loss. We

may immediately terminate this Agreement if there is systemic fraud or systemic dishonesty on the

part of the Intermediary as is reasonably determined by us. In determining if there is systemic

fraud or dishonesty, matters taking into consideration will include (but will not be limited to):

I. whether we are likely to be subject to any legal action;

II. whether we may be required to compensate customers because of your actions;

III. the effect, if any, on our reputation;

IV. whether or not the Intermediary has breached the Agreement in the past;

V. whether the breach has been rectified by way of compensation or otherwise; and

VI. our rights to recover losses.


3.9 We may immediately terminate this Agreement if your authority to engage in credit activities

(whether as an ACL holder or the credit representative of an ACL holder) is cancelled by ASIC.

3.10 If this Agreement is terminated pursuant to any of clauses 3.2, 3.3, 3.4, 3.6, 3.8, or 3.9, all

entitlements to commission under this agreement shall cease. If the Agreement is terminated for

other reasons, after termination we will continue to pay commissions in accordance with this

Agreement for loan Products that were funded, accounts that were opened, and products that

were established prior to the date of termination.

3.11 Except as provided in this Agreement, when the arrangement ends, all of your rights and authority

under it end, but the ending of our arrangement does not affect either your or our rights or

obligations, which arose before it ends.

3.12 As soon as reasonably possible following termination of this Agreement, you must return to us all

equipment, sales material, customer information material, training material, loan application

forms, promotional signage and material (including brand templates), and all other material and

documents representing us and any other companies in the Commonwealth Bank Group, including

information supplied, received or generated by you in carrying out the Services but you may retain

a copy (either as hardcopy paper or electronic imaged) of any information held by you in relation

to your customers. Your obligation to keep secure and confidential any customer information

retained by you shall continue notwithstanding termination of this Agreement.

3.13 If we have terminated this Agreement under clause 3.8 as a result of us forming the belief that

you have engaged in fraudulent or dishonest conduct, then we may report full details of the

reason for termination, including copies of relevant documents, “after the fact of termination” to

each Approved Industry Association and any government body which regulates or supervises the

conduct of finance brokers.

3.14 We will review the arrangement at least twelve monthly and in addition to our other rights have

the right to terminate this Agreement if your average monthly settlements in respect of the

Products for the previous twelve months, falls below $5,000,000. Where we have terminated

under this clause, the current Trail Commission structure on the existing loan portfolio will remain

subject to terms and conditions applicable to trail commission and under Schedule B Part 3 –

"Termination and Suspension of Intermediary Agreement".

3.15 Termination of this Agreement will automatically terminate any other agreement or registration

under the CONNECT Referral Program.

3.16 Termination of this Agreement will automatically terminate any Sponsorship Agreement(s).

3.17 If any other Agreement with the Commonwealth Bank is terminated on the grounds that you or

any of your Nominees are suspected to have acted dishonestly or fraudulently this Agreement will

also be immediately terminated. Termination of any other Agreement with the Commonwealth

Bank, as a result of your or your Nominees actions, may result in termination of this Agreement.

3.18 We may review our arrangement and at our absolute discretion, suspend or terminate this

Agreement immediately where we have been informed by any Industry Association, or External

Dispute Resolution Scheme or other lender that you or any of your Nominees are suspected to

have acted dishonestly or fraudulently.


3.19 We may suspend acceptance of new loan applications from you at any time without giving notice,

where we suspect that you have submitted to us loan applications containing fraudulent or

misleading information or we suspect you have engaged in fraudulent or dishonest activity, or had

knowledge of any fraudulent or dishonest activity. Following any such suspension we will give you

notice in writing advising of that suspension.

Any such suspension of you will be for a reasonable period of time to allow us to conduct our

investigations concerning such loan applications or activity.

3.20 At the conclusion of our investigations we will either immediately terminate this Agreement, if

entitled to do so or lift the suspension. If we lift the suspension, we are not liable for any losses or

claims you may have incurred, nor are we liable to compensate you for any loss of potential

commission earnings.

3.21 Subject to our electronic Systems being available, we may at our absolute discretion, suspend or

terminate this Agreement if the use of electronic Systems (including submission of Electronic

Lodgement Applications) by you and your Nominees falls below our requirements, as determined

by us and notified to you.


Part 4: Nominees

If you wish to perform the Services through an employee or sub-agent or contractor you agree:

4.1 in addition to satisfying the accreditation requirements outlined under Part 2: General Obligations

– clause 2.35 that Nominees must satisfactorily complete our Sales and Process Coach Program

(SPC Program) which includes:

(a) attendance to the mandatory Sales and Process Coach workshops;

(b) electronic lodgement of a minimum of two (2) Commonwealth Bank Home loans

and having at least two (2) Commonwealth Bank Home Loans approved, within

three (3) months, or any other period agreed by us, following the Nominee’s

attendance at the Sales and Process Coach Program Workshop 1.

4.2 Nominees, whether accredited with us under this Agreement or not, are not permitted to

participate in the Commonwealth Bank Referral Source Program.

4.3 under this Agreement, Nominees are not be permitted to maintain any other accreditation with the

Commonwealth Bank via any other Intermediary Head Group.

4.4 we may charge a Nominee an accreditation fee for accrediting or reaccrediting a Nominee. We

may withdraw or suspend the accreditation of a Nominee who fails to pay us the accreditation fee

when due. We may vary the amount of the accreditation fee from time to time.

4.5 that only accredited Nominees will personally interview the potential customer and the

Intermediary identifying number of the Nominee who personally interviewed the proposed

customer(s) will be noted on any loan application submitted and supporting documents and on

any CONNECT Customer Referral Form.

4.6 to only perform the Services through Nominees approved in writing by us (in accordance with the

attached Authority to Act) and to maintain an up-to-date register of Nominees. 4.7 to be

responsible for ensuring each Nominee complies with all of your duties and obligations and for the

actions taken and advice given by Nominees.

4.8 Nominees shall comply with our lending policies, Procedures and the Mortgage Broker Code of

Conduct (see Annexure).

4.9 Nominees shall utilise our systems in the performance of Services.

4.10 to remain responsible for the remuneration of each Nominee and any applicable tax obligations

that arise in connection with payment of this remuneration.

4.11 not to permit a Nominee to perform the Services until we have notified you that training of the

Nominee and our other requirements have been completed to our satisfaction.

4.12 to ensure each Nominee will not disclose their individual broker number or password to any other

person and ensure that the relevant broker number is attached only to applications and referrals

submitted by that Nominee.

4.13 we may withdraw our approval of a Nominee at any time without giving a reason, upon giving 2

weeks’ notice to you. Where we suspect that the Nominee has acted dishonestly or fraudulently in

relation to any matter under this Agreement, we may withdraw our approval of that Nominee

immediately.


4.14 You will only perform the services through accredited Nominees who are NCCP Compliant

Nominees and we may immediately withdraw or suspend the accreditation of a Nominee who is

not, or who ceases to be, a NCCP Compliant Nominee.

4.15 we may advise to each Approved Industry Association and any government body which regulates

or supervises the conduct of finance brokers the full details of termination of a Nominee, who has

been terminated by us on the grounds that the Nominee is suspected to have acted dishonestly or

fraudulently, including forwarding to each association and government body copies of any

application or referral, which is suspected to contain fraudulent documentation and/or materially

false information and copies of any other relevant documents.

4.16 we may withdraw our approval of a Nominee with immediate effect, where we reasonably suspect

that the Nominee has acted dishonestly or fraudulently in relation to any matter under this

Agreement and thereupon we may immediately suspend, for a reasonable period pending

completion of our investigations, trail payments in relation to those loans and/or any entitlement

to benefits in relation to referrals the Nominee referred to us, that we have identified to contain

fraudulent or misleading information. Furthermore, we reserve the right to suspend all trail

payments in relation to that Nominee’s total loan portfolio for a reasonable period pending

completion of our investigations. We may also require you to refund to us all commission paid to

date, in respect to those loans or referrals that have been identified to have contained fraudulent

or misleading information.

4.17 If any other agreement with the Commonwealth Bank is terminated on the grounds that any of

your Nominees are suspected to have acted dishonestly or fraudulently the Nominee’s

authorisation will also be immediately terminated.

4.18 at our absolute discretion, we may terminate a Nominee’s authorisation where we have been

informed by any Industry Body, or External Dispute Resolution Scheme or other lender that the

Nominees is suspected to have acted dishonestly or fraudulently.

4.19 where we have withdrawn our approval of a Nominee you will ensure that the Nominee does not

perform any further Services including performing services via any other accredited Nominee.

4.20 we may refuse to approve a Nominee without giving a reason and we may also impose conditions

on our approval of a Nominee and may vary those conditions and withdraw our approval if the

condition/s is/are not complied with by you or the Nominee.

4.21 Nominees must sight original identification, income and savings documentation, and note copies

with "Originals Sighted", which are also to be dated by the Nominee. Legible copies are to be

retained and are to be made available to us upon request.

4.22 Only NCCP Compliant Nominees may provide credit assistance or act as an intermediary and in

doing so they must comply with all obligations imposed on them by the NCCP Act.

4.23 that Nominees retain all original supporting information (including any records retained in

accordance with the Client Identification Procedure) as determined by us for a period determined

by us, and have them accessible for audit or any other purpose if requested by us.

4.24 that Nominees make use of electronic means such as “faxstream”, CommBroker Site functions,

including Loan Tracking and Electronic Lodgement (COLA) Applications (or any other Home Loan

Electronic Lodgement Application approved by us), if Systems are available for this purpose.

Subject to our electronic Systems being available, we may at our absolute discretion, suspend or

terminate any Nominee if the use of electronic Systems (including submission of electronic

applications) by that Nominee, falls below our requirements, as determined by us and notified to

the Intermediary.


4.25 that Nominees maintain professional indemnity insurance that meets, as a minimum, the following

criteria:

a) The Insurer must be an Authorised Insurer under Section 12 of the Insurance Act 1973 or by

virtue of determinations made by Australia Prudential Regulation Authority (APRA) under

items 4 and 5 of Schedule 2 of the General Insurance Reform Act 2001 or the Insurer must be

Lloyd’s of London. Please note that where the Insurer is shown as “Lloyd’s of London and

others” this may not be acceptable as “others” may not be Authorised Insurers as detailed

above, also known as unauthorised foreign insurers.

b) The Insurer must maintain a credit rating, as provided by Standard & Poors, of “A” as an

absolute minimum.

c) The limit and/or sum insured must not be less than:

Total Annual Gross Fundings/Settlements Minimum Insured Amount

Up to an including $30,000,000 $1,000,000

Greater than $30,000,000 up to and

including $200,000,000

$2,000,000

Greater than $200,000,000 $5,000,000

d) The limit and/or sum insured will be determined by us and we may vary this from time to

time.

e) Where your indemnity insurance policy extends to insure any agents, nominees, sub-agents

and/or consultants such persons and/or companies must be named as an Insured under the

policy.

f) The indemnity insurance policy must be in a form approved by the Bank.

g) You must provide to us within 30 days or a timeframe as agreed by both parties after request:

(i) a copy of your entire indemnity insurance policy - this includes the Wording,

Schedule and any endorsements/alterations attached thereto; and

(ii) a Certificate of Currency from either the Insurer or the Authorised Underwriting

Agent. A Certificate from any other person, company, agent or broker is not

acceptable;

4.26 that Nominees remain a member or associated member of an Approved Industry Association and

that only Nominees who meet and maintain standards established by SEQUAL to achieve

accreditation by it as Reverse Mortgage Consultants submit applications for Equity Unlock for

Seniors.

4.27 that Nominees remain as members of an External Dispute Resolution Scheme (EDRS) approved by

the Australian Securities and Investments Commission (ASIC) and by us (“Approved EDR

Scheme”) and that Nominees comply with any finding or recommendation made under the

Approved EDR Scheme.


4.28 that Nominees do not present multiple loan applications, via electronic lodgement or other means,

of any application initially presented to us for consideration, to any other lender, mortgage

provider, or financial institution or in respect of a Bankwest branded product, whilst we are in the

process of considering the application, except where you have been advised that the application

has been declined, or, where a period of greater than 48 hours has lapsed from the time you

received acknowledgment of that application and no decision has been provided, or if you, your

Nominee or the customer requests that the application be withdrawn from the Commonwealth

Bank.

4.29 that Nominees immediately advise us of any changes to their personal and business details,

including business, mail and email addresses, and contact phone numbers.

4.30 that Nominees may only use any information we provide you under this Agreement to perform the

Services on our behalf, in accordance with Schedule B General Obligations clause 2.6;

4.31 to ensure all Nominees are utilising internal point of sale software and systems that accurately and

fairly represent our products and when required, will update any product information and interest

rates.

4.32 to receive and distributed to all Nominees under this Agreement information received from us

(electronically or otherwise) about our lending policies, Procedures, products and services

including promotional and other matters relating to this Agreement.

4.33 that Nominees maintain continuous client relationship including client maintenance and service

and customer retention, addressing general product enquiries on those products offered by us.

4.34 to ensure that Nominees do not provide any financial product advice or financial service, within

the meaning of Chapter 7 of the Corporations Act 2001, as amended from time to time in respect

of a Product in Schedule A - Part 1 – Products.

Nominee Minimum Product Compliance Requirements

4.35 In order for Nominees to maintain an appropriate level of policy skills and knowledge of our

products in addition to meeting the requirements and criteria under the SPC Program, we require

all Nominees to electronically lodge a minimum of four (4) home loan applications with us and

have at least three (3) loans settled with us, in any given 6 month period. The minimum number

of two (2) Commonwealth Bank branded approved home loans as referenced in clauses 2.35- (e)-

(ii) and 4.1, are included in the total number of four (4) home loan applications required to be

lodged in the first six months period, after the Nominee’s initial accreditation with the

Commonwealth Bank.

4.36 In addition to the criteria outlined in clause 4.35 above, Nominees must also satisfy performance

criteria as set out by us including:

(a) Electronic lodgement of all loan applications

(b) Meet Conversion Ratio requirements as set by us

(c) Meet Submission Quality requirements as set by us

(d) Arrears Ratio requirements as set by us

4.37 Where the Nominee has failed to meet the criteria outlined in clauses 4.35 and/or 4.36 above, we

may nominate that Nominee to attend a “Re-accreditation” Workshop facilitated by us.

4.38 Notwithstanding clause 4.37 above, we also reserve the right to immediately withdraw our

approval to any Nominee that has failed to meet the criteria outlined in clauses 4.35 and/or 4.36.


4.39 Where a Nominee has been nominated to attend a “Re-accreditation” Workshop and accepts our

nomination to attend, the Nominee will be required to pay a fee in order to receive our formal

confirmation of attendance.

4.40 Nominees will be scheduled and accepted to attend a “Re-accreditation” workshop only upon

payment to attend being received.

4.41 We reserve the right to withdraw our approval to any Nominee that has been nominated to attend

a “Re-accreditation” Workshop and does not attend, unless non attendance was arranged with

and agreed to by us.

4.42 The cost of attending a “Re-accreditation” workshop will be determined by us. We also reserve the

right vary the cost of attending a “Re-accreditation” workshop from time to time.

4.43 Payments will not be refunded where a Nominee has failed to attend a booked “Re-accreditation”

workshop, without prior notice and approval by us.

4.44 We reserve the right to charge an additional fee for rescheduling attendance to an alternative “Re-

accreditation” workshop.

4.45 Where we have suffered any claim, liability, damage, loss, cost and expense including, without

limitation, expenses and costs in investigating or managing any matter and legal costs on a

solicitor and own client basis (not based on future or potential earnings) as a result of any

contractual breaches due to delays caused by you or your Nominees errors and/or omissions, we

may offset any such claim, liability, damage, loss, cost and/or expense against any commission or

benefit payable by us to you and we may cease paying you commission or benefits or both until

that commission, benefits or both have been fully offset against that claim, liability, damage, loss,

cost and/or expense.

4.46 We may nominate a Nominee to attend the Commonwealth Bank “Re-accreditation” Workshops,

where we reasonably consider the errors and/or omissions made by your Nominee, to be

excessive. Where we have nominated a Nominee to attend the Commonwealth Bank “Re-

accreditation” Workshops, due to excessive errors and/or omissions, clauses 4.37 – 4.39 above

apply.

4.47 We may suspend our accreditation of a Nominee at any time without giving you or the Nominee

notice, where loans applications have been submitted to us by that Nominee containing fraudulent

or misleading information or we suspect the Nominee has participated in fraudulent or dishonest

activity, or had knowledge of any fraudulent or dishonest activity. Following any such suspension

we will give notice in writing to you advising of that suspension.

Any such suspension of a Nominee will be for a reasonable period of time to allow us to conduct

our investigations.

4.48 Our decision to suspend a Nominee will not affect your entitlement to commissions except, as

provided elsewhere in this Agreement, we may suspend payment of all or part of those

commission for a reasonable period pending completion of our investigations.

4.49 Upon any decision to suspend a Nominee we reserve the right to suspend for a reasonable period

pending completion of our investigations payment of commission on those loans that we consider

contain fraudulent documentation and/or materially false information and to suspend entitlement

to any entitlement to benefits on those referrals the Nominee referred to us, that we consider

contain fraudulent documentation and/or materially false information.

4.50 Furthermore we may suspend for a reasonable period pending completion of our investigations

payment of all commission if we consider any Nominee have breached this Agreement or have

acted negligently.


4.51 At the conclusion of our investigations we will either immediately withdraw our approval of the

Nominee pursuant to Schedule B clause 4.13 or lift the suspension. Even if we lift the suspension,

we may withdraw our approval of the Nominee.

4.52 At the conclusion of our investigations, we may, at our absolute discretion, resume commission

including payment of suspended commission on those loans we may have reviewed and identified

to be in order. If we lift the suspension, we are not liable for any losses or claims you or the

Nominee may have incurred, nor are we liable to compensate you or the Nominee for any loss of

potential commission earnings.

4.53 We may charge a Nominee an accreditation fee for accrediting or reaccrediting a Nominee

(including a Nominee who was accredited by us for another Intermediary).

4.54 We may withdraw or suspend the accreditation of a Nominee who fails to pay us, in accordance

with our specified method of payment the accreditation fee when due.

4.55 We may vary the amount of the accreditation fee from time to time.

CONNECT Referral Program

4.56 Your Nominee must be registered with us to participate in the CONNECT Referral Program.

4.57 Only those Nominees specifically registered with the CONNECT Referral Program may participate in

this Program.

4.58 You and/or your Nominees are only entitled to any benefits in relation to this Program when:

(a) the correct “broker identifying" number is provided;

(b) the person you or your Nominees have referred to us accepts the products (as outlined

under Schedule A - Part 1 – Products - CONNECT Referral Program) referred and those

products are established.

4.59 You and/or any of your Nominees will not be entitled to any commission, if the referral for a

particular customer was made first by any other area of the Bank.

4.60 Commission for each of the above products will be paid monthly, or such shorter period

determined by us, following establishment of the products. Payments will be made currently within

the appropriate scheduled fortnightly commission payment and will be included within the single

payment amount.

4.61 In addition to our other rights to vary Products and the Services, we may also change benefits,

payments and commission, by giving 14 days notice in writing to you or a timeframe as agreed by

both parties.

4.62 You and/or any of your Nominees must not obtain any benefit by way of fees, charges or any

other monetary value or obtain any other means of benefit or incentive from any other party or

the potential customer, in relation to referrals introduced to us, through the CONNECT Referral

Program.

4.63 You and/or any of your Nominees must not provide any financial product advice or financial

service, within the meaning of Chapter 7 of the Corporations Act 2001, as amended from time to

time in respect of a Product.


Nominees and the Customer Care Repayment Alert Program (RAP)

4.64 Nominees must successfully complete all components of our RAP training before they are eligible

to participate in the RAP. We will advise eligible Nominees in writing when they are authorised to

provide RAP services.

4.65 Nominees whom we have authorised to provide RAP services will be bound by the terms and

conditions of the RAP with respect to their acts or omissions during the period they are so

authorised.

4.66 Nominees must comply with the applicable policies, procedures and systems that we provide to

you or them for the performance of the RAP. From time to time, and with immediate effect, we

may amend those policies, procedures and systems.

4.67 Where the Bank provides the details of a customer that is to be the subject of RAP, a Nominee

shall:

a. use best endeavours to contact such customer within the time we have nominated;

b. confirm the identity of the customer(s) before discussing any matter involving the customers’

Personal Information, including their loan information;

c. seek to identify any home loan maintenance opportunities and take corrective action;

d. follow any scripting we may provide;

e. maintain clear and complete records of their interactions with customers.

4.68 In carrying out any RAP call, where the customer raises an arrears issue or the Nominee identifies

that the customer is having difficulty in meeting their loan obligations, then the Nominee:

a. must provide that customer with information as to how they may contact the relevant

Commonwealth Bank’s Collections & Credit Solutions area;

b. must not engage in any further activity or contact with that customer in relation to collection of

any amount in arrears or making any arrangement in relation to such amounts;

c. must not use or disclose the information provided to them under the RAP for any other purpose

than to perform the services required by the RAP, unless the Nominee has requested and

received our express, written consent for the use or disclosure;

d. must not enter into any contractual arrangements with a customer on our behalf, whether in

relation to the RAP or otherwise, or hold out or represent to any person that we have, or will,

give our approval to any arrangement or recommendation.

4.69 In addition, when providing services under the RAP a Nominee must:

a. only use the forms and documents that we provide for the purposes of the RAP;

b. comply with all applicable laws, licences and relevant codes of conduct or practice, including

without limitation the relevant obligations imposed by the Do Not Call Register Act 2006 (Cth),

Part 6 (Industry codes and Industry standards) of the Telecommunications Act 1997 (Cth) in

relation to telemarketing activities, and by the ASIC Regulatory Guide 96: Debt Collection

Guidelines; and


c. ensure that all reasonable precautions are implemented to protect the Personal Information

that the Bank provides under the RAP, including through observing the Data Security

Requirements.

d. comply with the Privacy Act 1988 and the Australian Privacy Principles

4.70 We may:

a. immediately revoke a Nominee’s authority to participate in the RAP if the Nominee

breaches any term or condition of the RAP; or

b. where we consider a breach of the RAP terms and conditions to involve serious

misconduct, misrepresentations to us or to a customer, dishonesty, fraud, or gross

negligence by a Nominee, or a repeated failure to comply with our requirements,

terminate that Nominee’s Authority to Act.

4.71 A Nominee may end their participation in the RAP, and terminate their authorisation to provide

RAP services, by giving us two (2) weeks’ notice in writing.

4.72 As soon as practicable after we or a Nominee terminate the Nominee’s participation in the RAP or

their Authority to Act, the Nominee must return to us, or appropriately destroy if we so request, all

customer information material, training material, forms, (including brand templates), and all other

material and documents relating to the RAP, including information supplied, received or generated

by us in carrying out the RAP services.

4.73 A Nominee is obliged to keep secure and confidential any Personal Information they may retain

notwithstanding the termination of this Agreement or the termination of their participation in the

RAP.

Diamond subgroup

4.74 A Nominee’s continuing eligibility for membership in a Diamond subgroup will require the

Nominee’s ongoing satisfaction of our performance criteria. In addition, we reserve the right to

cancel any Nominee’s participation in a Diamond subgroup or to dissolve a Diamond subgroup

entirely.

4.75 Nominees participating in the Diamond subgroup remain bound by the provisions of this

Agreement.


Part 5: General

5.1 Except as provided in this clause 5.1, you may not assign the benefit of this Agreement outside

the Intermediary Group without our consent, such consent not to be unreasonably withheld. You

may assign your rights without our consent as follows:

a) to a Related Body Corporate;

b) in relation to the income stream under this Agreement, to a financier for the purposes of

financial accommodation.

5.2 If two or more of you have been named as intermediary your obligations to us are joint and

several.

5.3 Our arrangement is one of principal and agent only in respect of you acting in accordance with

Schedule B clause 1.14 and is not to be construed as implying you are our agent in respect of any

other part of this Agreement.

5.4 We may offset against payments due to you any amount which you owe to us (whether under this

Agreement or otherwise).

5.5 Our arrangements are governed by New South Wales law and you submit to the non-exclusive

jurisdiction of the courts of New South Wales.

5.6 Changes to the rate of upfront or trail commission advised and payable under this notice of

variation will not affect the existing rates of commission payable in respect of loans funded prior to

the change in commission advised in this notice of variation.

5.7 You do not acquire any rights of ownership in or use of the Product or any associated name, logo

or trademark except a licence to use it in order to perform the Services. You are also not to:

(a) associate name, logo or trademark with any other name, logo or trademark, without our

written authority to do so;

(b) use name, logo or trademark for any other purpose other than those specifically authorised

by us.

5.8 Customers originated for us by you remain customers of ours for the Product.

5.9 Except as disclosed in writing to us, you confirm that you do not enter this Agreement as trustee

of any trust.

5.10 You must advise us in writing, of any changes in your company directorship, shareholdings or of

any other significant company structure changes.

5.11 Nothing in this Agreement prevents you from marketing to potential customers, products or

services of other financial institutions, whether or not those products or services are offered in

competition to our Products or in competition to other products or services offered by us.

5.12 We have the right to vary this Agreement from time to time on written notice (“Variation Notice”)

to you. You are bound by those changes once you have received written notification of such

changes.

5.13 You acknowledge that we will rely on your performance of your obligations under this Agreement

to meet our legal obligations under various statutes, regulations, rules and other legislative and

administrative instruments.


5.14 You warrant to us that all information we require you to provide about you and your Nominees,

including information which reasonably indicates that a person is lawfully entitled to engage in a

credit activity (as that term is defined in the NCCP Act), is accurate, complete and not misleading

in any respect. You agree to immediately notify us in writing when you become aware of any

material change to the information about you or your Nominees that we have previously required

you to provide including, without limitation, where a person’s ACL or authorisation as a credit

representative by a particular credit licensee has been revoked or has otherwise ended, or where a

person has ceased to be an employee or a director of a particular credit licensee.

5.15 You agree to indemnify us against any liability or loss, expenses (including without limitation

expenses and costs we incur in investigating or managing any matter), damages, claims and costs

(including without limitation legal costs on a solicitor and own client basis) sustained or incurred,

arising directly or indirectly in connection with:

1. any breach by you or a Nominee of any provision of this Agreement;

2. any act, omission or default (whether negligent or otherwise) of you or a Nominee;

3. the enforcement by us of this Agreement; and

4. any action by you or a Nominee which directly or indirectly causes a customer or potential

customer to incur any liability, loss, expense, damage or costs which we in our absolute discretion reimburse to such person,

provided that this indemnity shall not include any liability or loss, expenses, damages, actions,

claims or costs directly caused by any wilful or negligent act or omission by us or any of our

officers, employees or agents. Any claim arising under this indemnity or otherwise under this

Agreement is not an apportionable claim for the purposes of the Civil Liability Act 2002 (NSW), and

any liability you have to us under this clause or otherwise under this Agreement (whether in

contract, tort, in equity or otherwise) for any loss or damage is not to be reduced because any act

or omission by us or any of our officers, employees or agents may have contributed to the

relevant loss or damage.

5.16 You agree that we may offset any losses, penalties, claims, costs and/or expenses that we are

entitled to be indemnified against pursuant to clause 5.15 against any commission or benefit

payable by us to you, and that we may cease paying you commission and/or benefits until that

commission and/or benefits have been fully offset against such loss, penalties, claims, costs

and/or expenses.

5.17 In accordance with the tax system;

a. We can issue tax invoices in respect of supplies;

b. You will not issue tax invoices in respect of the supplies;

c. You acknowledge that you are registered for GST when you enter into the agreement and that you will notify us if you cease to be registered;

d. we acknowledge that we are registered when we enter into the agreement and that we will notify you if we cease to be registered for GST or if we cease to satisfy any of the

requirements of the determination (GSTR 2000/10);

e. We must not issue a document that would otherwise be a recipient created tax invoice on or after the date when we or you have failed to comply with any of the requirements of

the determination.


5.18 Any notices of variation to this Agreement or any other notice that is required to be in writing

under this Agreement may be given by electronic means. If we are giving notice to you, we may

send the notice to the email address you have nominated to us. If you have not nominated an

email address for the receipt of notices, we may require you to provide one.

5.19 You are bound by this Agreement once you have signed it.


Part 6: Definitions

Terms which have been capitalised have the meanings set out below:-

“ACL” Means an Australian Credit Licence under the NCCP Act.

“ASIC” Means Australian Securities and Investments Commission.

"Broker Number" Means the unique Intermediary Identification number allocated to

each Nominee accredited in respect of this Agreement.

"Approved Industry Association" Means Mortgage and Finance Association of Australia, Finance

Brokers Association of Australia Limited and any other industry

association approved by us that has an acceptable code of

conduct, disciplinary procedures, internal dispute resolution

procedures and education, training and accreditation programmes

that includes National Credit Code accreditation.

“Balance Outstanding” Equals the net balance of the home loan account (including any

additional advances) as at the end of each month, less, the credit

balance as at the end of each month (being the same month) of

any Mortgage Interest Savings Account (MISA) and/or Complete

Access Account (with Everyday Offset facility) which is attached

to the home loan on which trail is being paid.

“Benefits” Means commissions paid or other reward incentives pursuant to

this Agreement.

“CommBroker” Means the Commonwealth Bank Mortgage Broker Site that

provides accredited mortgage brokers with product information,

credit policy, forms, calculators and enables brokers to lodge and

track home loan applications, as well allows Intermediary’s to

obtain commission data and view commission statements.

“Client Identification Procedure” Means a procedure established by us and communicated to

you from time to time for the collection and verification of

client information in compliance with applicable laws.

“CONNECT Referral Program" Means the scheme called “CONNECT” pursuant to which

certain commissions are offered or made available from time to

time as a result of any successful sale for Products that have been

referred to us, from you (being an accredited Intermediary or

Nominee).

“Clawback” Means a refund of commission already paid to you, that you are

required to pay back to the Commonwealth Bank.

“Customer Care Repayment Alert Program”(RAP) A program designed to provide customer home

loan data to Nominees in relation to CBA branded products to

enable them to look for maintenance opportunities and to provide

customers with the Bank’s details should they identify that the

customer has concerns regarding their ability to meet any

repayments.


"Data Security Means your obligations to keep all information relating to our

Requirements" business and customers including the Personal Information of

applicants and customers and the contents of our agreement with

you is kept secure and confidential and is not:

(a) Disclosed to any person without our prior written consent or

except as required or permitted by law; and

(b) Used for any purposes other than you performing the

Services on our behalf.

“Electronic Lodgement Application” Means an application for a Product which is completed via the

internet using the electronic portal in the Third Party Banking

Channel or any other electronic portal we have approved.

"Intermediary" Means the person(s) named in the covering letter.

“Intermediary Group” Means you and any Related Body Corporate of yours.

“MISA” Commonwealth Bank’s Mortgage Interest Saver Account (MISA) is

a product that is linked to a home loan. MISA is not available on

Rate Saver Home and Investment Home Loans and Viridian Lines

of Credit.

“NCCP Compliant Nominee” Means a Nominee who:

(a) holds an ACL; or

(b) is appointed a credit representative of yours or of a person

or company which holds an ACL and on whose behalf the

Nominee acts in the carrying on of credit activities in

accordance with this Agreement; or

(c) is a director or employee of a company which

(i) holds an ACL; or

(ii) is a related body corporate of a company which holds an ACL;

(iii) is a credit representative of a person or company which

holds an ACL and on whose behalf the Nominee acts in

the carrying on of credit activities in accordance with

this Agreement.

For the avoidance of doubt, a Nominee may only be appointed

as a credit representative of a person or company (other than

yourself) that is a related body corporate to you or a person or

company who is approved by you to carry on credit activities in

accordance with this Agreement.

“NCCP Act” Means the National Consumer Credit Protection Act.


“NCCP Transitional Act” Means the National Consumer Credit Protection (Transitional and

Consequential Provisions) Act.

"Nominee" Means any person nominated by the Intermediary as a nominee,

employee, agent or sub-agent of the Intermediary, approved in

writing by us and who has agreed in writing to be bound by these

terms and conditions. Where the context permits, “Nominee” also

includes any employee, agent or sub-agent of the nominee.

"Personal Information" Has the same meaning as in the Privacy Act 1988 (Cth).

“Personally interview” Means a "face to face" interview between the applicants and the

Nominee for the purpose of obtaining and recording information

to complete and submit an application with the applicants, for

those products outlined in Schedule A – Part 1. Whilst "face to

face" interviews will normally occur, it is acceptable for an

interview to be conducted by telephone due to the remoteness or

special circumstances of the applicant. Identification requirements

pursuant to Schedule B - Part 1 - Scope of Authority and Services

- clause 1.14 and documentation requirements pursuant to

Schedule A - Part 2- Categories of Services - clause 2.4 and

Schedule B - Part 4 Nominees - clause 4.21 must still be adhered

to in order to meet AML/CTF requirements. In the event a face to

face interview is not reasonably possible (e.g. due to remote

locations), a Commonwealth Bank Officer is to identify the

customer.

"Procedures" Means the procedures advised by us in writing to you from time

to time, including Client Identification Procedures.

"Product" Means a product of ours listed in Schedule A which you are

authorised to sell as updated by notice in writing by us to you

from time to time.

"Product Materials" Means that material in written or electronic format provided to

you in connection with a Product.

“Product Switch” Means changes in the home loan Product type.

“Re-accreditation” Workshop Means the Commonwealth Bank program, specifically designed to

reacquaint accredited Nominees that have not met the criteria set

out under Part 4: Nominees – Nominee Minimum Product

Compliance Requirements - clauses 4.35 and 4.36, with the

Commonwealth Bank Home Loan Products, Policies, Processes

and Unique Selling propositions. The program ensures Nominees

maintain the minimum product and process requirements, in

order to discuss Commonwealth Bank Home Loan Products with

potential and existing customers.

“Registered” Means any person authorised by us to participate in the

Commonwealth Bank “CONNECT” Referral Program and who has

agreed in writing to be bound by these terms and conditions.


“Related Body Corporate” Means a company which is related to you (or the other company)

in one of the following relationships:

(a) A holding company of you (or the other company);

(b) A subsidiary of yours (or the other company’s); or

(c) A subsidiary of the same holding company as of you (or

the other company).

“Repayment Alert Program”(RAP) A program designed to provide early customer payment default

data to Nominees to enable them to assist their clients in

managing their financial commitments to us.

“Sales and Process Coach” (SPC) Means the mandatory Commonwealth Bank coaching program,

specifically designed to acquaint new accredited Nominees to the

Commonwealth Bank Home Loan Products, Policies, Process and

Unique Selling propositions. The program equips Nominees with

the minimum product and process requirements, in order to

discuss Commonwealth Bank Home Loan Products with potential

and existing customers. This is a three (3) month “program” that

consists of two (2) compulsory workshops within the first six (6)

weeks of the program. Nominees are also required to have lodged

(electronically) and have had funded a minimum of two (2) home

loans within the three (3) month program.

"Services" Means the services listed or referred to in clauses 2.1 to 2.6. 2.8

and 2.9 of Schedule A and clauses 1.14 to 1.21 of Schedule B as

updated by us in writing to you from time to time.

"Systems" Means the management information, banking and other systems

(electronic or otherwise) which we own or employ in connection

with the Services.

“Third Party Banking Channel” Means the internet or electronic portal, facsimile numbers and

postal addresses advised to you from time to time through which

applications for loans and other products are to be submitted to

us under this Agreement.

"Top Up" Means, in relation to a Product, an increase in the loan amount or

credit limit of existing loan or facility by way of any “New Money”.

"Total Upfront Amount" For all Home Loans other than “Viridian Lines of Credit”, means

the total amount calculated on “New Money” using the Base

Upfront Rate plus Submission Quality Allowance payable (if

applicable), plus Conversion Allowance payable (if applicable). For

Viridian Lines of Credit, the “Total Upfront Amount” is based on

75% on “New Money” credit limit, plus Submission Quality

Allowance payable (if applicable), plus Conversion Allowance

payable (if applicable).

"we", "us" and "our" Is a reference to Commonwealth Bank of Australia

(ABN 48 123 123 124) its successors and assigns.


"you" Means the person(s) named in the covering letter.


Schedule C

Recipient Created Tax Invoice (RCTI) Agreement & ABN Advice

In accordance with the new tax system, you are required to issue a "tax invoice" each time you receive a

commission from us. In order to eliminate the administrative burden we will be issuing you a particular

invoice (known as a "recipient created tax invoice") in lieu of your having to prepare this tax invoice.

In order for us to do this, please complete the following details and return this agreement to us.

PLEASE RETURN TO:

Third Party Banking

Mezzanine Level, Colonial Tower

150 George Street

PARRAMATTA NSW 2150

Australian Business Number (ABN) (for Head Agreement Holder)

Legal Name

Intermediary Head Agreement Number

Terms and conditions

the Bank can issue tax invoices in respect of the supplies;

the supplier will not issue tax invoices in respect of the supplies;

the supplier acknowledges that it is registered for GST when it enters into the agreement and that it will

notify the Bank if it ceases to be registered;

the Bank acknowledges that it is registered for GST when it enters into the agreement and that it will

notify the supplier if it ceases to be registered or if it ceases to satisfy any of the requirements for the

issuance of a RCTI.

In this agreement:

"supplier" is the Legal Name as provided above for your corporate/business entity.

"Legal Name" is the "Legal Name" shown on page 2 of your Australian Business Number Notification of

Registration issued by the Australian Taxation Office.

"supplies" is the provision of services for which commissions are paid.

"Bank" is Commonwealth Bank of Australia (ABN 48 123 123 124).

"RCTI" is recipient created tax invoice.


Signed by Date

(Delegated signatory of Commonwealth Bank of Australia)

Signed by Date

As duly authorised director/secretary of the above legal entity.


Annexure

Mortgage Broker Code of Conduct We are committed to the highest standards of ethical behaviour at all times.

The Commonwealth Bank’s Code of Conduct clarifies the standards of

behaviour that are expected of our accredited mortgage brokers in the

performance of their duties. It gives guidance in areas where mortgage

brokers need to make personal and ethical decisions.

1. I will always act in a professional, consistent, honest and ethical manner, using fair and reasonable judgement in my actions and treat customers and bank staff with respect

2. I will ensure that customers are fully aware of all interest rates and fees applicable to their loan.

3. I will always obtain a good understanding of the customer’s financial position, sufficient for me to be comfortable that products I recommend meet their financial needs and situation.

4. I will always discuss with my customers the importance of protecting themselves, their income and their assets.

5. I will personally interview and identify (under AML/CTF requirements) all customers including those introduced to me via any referral source.

6. I will adhere to the Bank’s instructions, processes and policies and will not in any way exceed my

authority. I will not allow any other party to utilise my unique Commonwealth Bank Broker ID number and/or my mortgage broker website password. I will ensure all my business meets all

legal and regulatory requirements.

7. I will ensure my personal or commercial interests or benefits do not influence or prejudice my

recommendations and obligations to the customer.

8. I will report any suspected fraud, error, breach of law or concealed practice and I understand misleading, dishonest, deceptive or fraudulent activity is unacceptable.

9. I will maintain continuous membership of a ‘professional industry body’ approved by the Commonwealth Bank that has an acceptable accreditation process and has an acceptable

Education and Training Programme that supports compliance with legislative requirements.

10. I will personally manage all customer complaints regarding my advice and actions. I will

endeavour to achieve a 48-hour resolution. When 48 hours is not feasible I will ensure customers

are kept informed on a regular basis. In every case where a customer’s complaint directly concerns a policy, procedure or product feature established by the Bank, I will promptly

communicate the details of that complaint to the Bank through the appropriate channel. I will work cooperatively with the Bank to manage each such customer complaint to achieve a resolution

satisfactory to the customer and to the Bank.

11. I will undertake all training and development requirements required to maintain any registration or licence required by law and Commonwealth Bank accreditation and will attend any other training

programme/s required by the Commonwealth Bank.

in respect of cba branded products

Documents