Beta Participation Agreement

This Beta Participation Agreement sets out the terms on which Finflo invites the Participant to participate in a free, invitation-only Pilot of the Finflo Platform. It records the parties' expectations for a pre-release product that is still being tested and refined.

The Participant may be an organisation, such as an advice firm, or an individual user, such as an adviser or other authorised professional using the Platform independently.

PARTIES

KEY DETAILS

AGREED TERMS

1.DEFINITIONS

In this Agreement, capitalised terms defined in the Key Details have the meanings given there, and the following terms have the meanings set out below:

2.THE PILOT

2.1Nature of the Pilot

The Participant acknowledges and agrees that:

(a)access to the Platform is offered by invitation only and is provided free of charge for evaluation purposes;

(b)the Platform is pre-release and still being developed and tested, and may contain bugs, errors, incomplete features and unreliable or inaccurate Outputs;

(c)access is temporary and no paid subscription commences automatically; and

(d)any future paid access to the Platform will require the Participant to accept separate commercial terms.

2.2Accounts and Users

(a)The Participant may create an account and may permit up to the number of Users stated in the Key Details to access the Platform, unless Finflo agrees otherwise in writing.

(b)If the Participant is an Organisation Participant, each User accesses the Platform on behalf of the Organisation Participant and within the permissions granted to that User.

(c)If the Participant is an Individual Participant, the Participant is the primary User and must not share access with any other person or permit any other person to use the Platform unless Finflo agrees in writing.

(d)Each User must use an individual account and keep their credentials confidential. Accounts must not be shared.

(e)The Participant is responsible for the acts and omissions of its Users in connection with the Platform as if they were the Participant's own, and must promptly remove access for departing or unauthorised personnel.

2.3User instructions

(a)A User’s instruction, approval, selection, configuration, upload, message, recording instruction or other action submitted through that User’s account within their configured permissions may be treated by Finflo as an instruction of the Participant.

(b)If the Participant is an Organisation Participant, Finflo is not required to independently verify whether a User has complied with the Participant’s internal delegations, supervision arrangements, policies or procedures.

(c)If the Participant is an Individual Participant, Finflo is not required to independently verify whether the Participant has complied with the requirements of any advice firm, authorising licensee, employer, principal, client agreement or other third party arrangement that applies to the Participant.

(d)The Participant remains responsible for ensuring that each User has the authority required to access the Platform, use Customer Data and give instructions through the Platform.

2.4No service levels

Finflo will use reasonable care and skill in providing the Pilot, but does not commit to any uptime, availability, response time or resolution time during the Pilot. The Platform is provided on an "as is" and "as available" basis, subject to any rights that cannot lawfully be excluded.

2.5Changes to the Platform

Finflo may at any time change, update, suspend, withdraw or discontinue any part of the Platform. Where a material change is not urgent, Finflo will use reasonable efforts to give the Participant advance notice. Urgent changes required for security, legal or provider-dependency reasons may be made without advance notice where reasonably necessary.

2.6Authority

(a)If the Participant is an Organisation Participant, the person signing or accepting this Agreement for the Participant represents that they are at least 18 years old and have authority to bind the Participant to this Agreement.

(b)If the Participant is an Individual Participant, the Participant represents that they are at least 18 years old and have capacity to enter into this Agreement.

(c)The Participant is responsible for ensuring that each User accesses and uses the Platform only within the authority granted to them, and in compliance with any applicable firm, licensee, employer, client, legal, regulatory and professional obligations.

3.PERMITTED USE

3.1Licence

Subject to this Agreement, Finflo grants the Participant a limited, non-exclusive, non-transferable and non-sublicensable right during the Term to access and use, and where applicable permit its Users to access and use, the Platform for the Participant’s internal financial advice business, professional purposes and evaluation of the Platform during the Pilot.

3.2Permitted activities

The Participant may use the Platform with real Client data where it is lawfully authorised to do so, including to:

(a)maintain Client records and upload Client documents;

(b)configure forms, booking pages and workflows;

(c)record and transcribe meetings where lawful;

(d)generate, review and edit summaries, file notes, draft documents and other Outputs;

(e)use AI-assisted drafting, search, summarisation and workflow tools;

(f)schedule appointments and collect forms;

(g)send transactional SMS and Platform communications;

(h)connect authorised Third Party Services; and

(i)store and export authorised records.

3.3Internal use only

The Participant must only use the Platform for its own internal business or professional purposes and must not resell, make available, white-label or otherwise provide access to the Platform to any third party, except to the extent Clients access Participant-controlled forms, booking pages or communications made available through the Platform.

3.4No final advice without review

The Participant must not treat any Output as final, approved, complete or suitable for issue merely because it was generated or displayed by the Platform. Any Output containing or materially contributing to financial advice must be reviewed, verified and approved by an appropriately authorised Adviser before it is finalised, saved as a final advice record, downloaded, sent, issued or implemented as advice.

3.5Participant responsibility for use

The Participant is responsible for determining whether its use of the Platform is appropriate for its business, Clients, authorising licensee requirements, internal policies and regulatory obligations.

If the Participant is an Individual Participant, the Participant must ensure that their use of the Platform, including any use of Client information, complies with all applicable obligations owed to any advice firm, authorising licensee, employer, principal, client or other third party. The Participant must not use the Platform in a way that breaches any confidentiality obligation, client authority, firm policy, licensee requirement, employment obligation or law.

4.REGULATORY RESPONSIBILITY

4.1Finflo is a software provider only

(a)Finflo provides software for workflow, data management, drafting, modelling, document generation and practice management.

(b)Finflo is not an Australian financial services licensee, authorised representative, financial adviser, tax agent, lawyer, accountant, auditor, compliance consultant or credit provider, and does not provide financial advice.

(c)Nothing in the Platform or this Agreement transfers any statutory, fiduciary, professional or client obligation of the Participant, any relevant advice firm, any authorising licensee or any Adviser to Finflo.

(d)The Platform and Outputs are provided to assist the Participant’s workflow and professional review. They are not a substitute for the Participant’s professional judgment, regulatory compliance processes, client fact-finding, product research, advice review or independent verification.

(e)The Participant must not rely on the Platform or any Output as the sole basis for financial advice, client communications, recommendations, compliance decisions or regulatory records.

4.2The Participant remains responsible

(a)The Participant, and where applicable the relevant advice firm, authorising licensee and Adviser, remain responsible for all financial advice, regulatory obligations, client outcomes, supervision and compliance associated with use of the Platform.

(b)The Participant must hold, or be covered by, every licence, authorisation, registration, consent and insurance required for their activities, supervise Users where applicable, and verify material client information.

(c)Warnings, templates, approval workflows and other safeguards provided by Finflo are designed to assist the Participant and do not transfer any supervisory or professional responsibility to Finflo.

5.AI AND OUTPUTS

(a)The Participant acknowledges that the Platform uses artificial intelligence (AI) features and that:

(i)AI Outputs are drafts only and may be inaccurate, incomplete, outdated, biased, misleading, inconsistent or fabricated, and must not be treated as authoritative merely because they were generated by the Platform;

(ii)all AI Outputs must be reviewed by a qualified and authorised Adviser, who remains responsible for checking client facts, assumptions, calculations, recommendations and all legal, tax and product statements before any advice is finalised or issued;

(iii)Finflo does not approve or issue financial advice, and displaying any Output does not mean Finflo has approved it;

(iv)Finflo may provide approval workflows and controls, but the Participant remains responsible for ensuring that no advice is finalised, saved, downloaded, sent or issued without authorised Adviser approval;

(v)the Participant is responsible for all prompts, inputs, Customer Data and instructions submitted to AI features, and for the review, editing, approval, rejection and use of Outputs; and

(vi)approval by an User or Adviser through the Platform is the Participant’s instruction to Finflo and is not approval, endorsement or verification by Finflo.

(b)Further detail on the use of AI, its limitations and user responsibilities is set out in Finflo's AI Use Policy, which the Participant must comply with and, where applicable, ensure its Users comply with.

6.MEETING RECORDING AND TRANSCRIPTION

(a)Where configured and utilised by the Participant, a Finflo meeting bot may record and transcribe meetings. The Participant acknowledges and agrees that:

(i)recording and surveillance laws vary by Australian state and territory, and the Participant must ensure that all required notices, permissions and consents are obtained before capture begins;

(ii)Finflo does not independently verify participant identity, authority or consent;

(iii)the Participant must stop recording if consent is withdrawn or capture is no longer authorised; and

(iv)Finflo may offer Platform safeguards such as a visible bot identity, notice at the start of a meeting, host confirmation, the ability to pause or stop recording, and a record of notice or consent where available, but the Participant remains responsible for lawful recording.

(b)Recordings, transcripts, file notes and resulting records are kept only for as long as reasonably required to provide the relevant feature and in accordance with Finflo's applicable retention settings. Transcripts, summaries and file notes may remain in the Platform as Customer Data unless deleted in accordance with the Participant's instructions and its retention obligations.

7.THIRD PARTY SERVICES AND INTEGRATIONS

(a)The Platform may connect with or depend on Third Party Services, including calendars, meeting platforms, communications providers, transcription providers, AI providers, storage providers and other integrations.

(b)The Participant must have authority to connect any Third Party Service and to process information obtained from or sent to that Third Party Service.

(c)The Participant authorises Finflo to exchange Customer Data with Third Party Services as reasonably required to provide the requested Platform functionality.

(d)Third Party Services may be subject to separate terms, privacy practices, permissions and availability. Finflo is not responsible for third party products or services that the Participant separately selects, connects or contracts for, except to the extent caused by Finflo’s breach of this Agreement.

8.SUBPROCESSORS AND PROVIDERS

(a)Finflo may use Third Party Services and subprocessors to provide, host, secure, support and improve the Platform, including AI, transcription, communications, storage and infrastructure providers.

(b)Finflo remains responsible for its obligations under this Agreement when using subprocessors. Finflo may add or replace subprocessors from time to time and will use reasonable efforts to give notice of any material change where the new provider will materially process Customer Data.

9.CUSTOMER DATA

(a)As between the parties, the Participant retains its rights in and control of Customer Data.

(b)The Participant grants Finflo a non-exclusive, royalty-free licence during the Term to host, copy, transmit, process and otherwise handle Customer Data only as reasonably required to provide, secure, support and improve the Platform, comply with law and enforce this Agreement.

(c)The Participant warrants that it and its Users have all rights, consents and authority required to upload and process Customer Data, and is responsible for its accuracy, legality and appropriateness.

(d)Finflo does not sell Customer Data and, under its current provider settings, Customer Data is not used to train third-party AI models.

10.SENSITIVE INFORMATION AND TFNS

10.1Sensitive information

The Participant acknowledges that the Platform may process health, financial and other sensitive information through adviser files, transcripts, forms and documents. The Participant is responsible for obtaining all required client consents and providing appropriate collection notices. If the Participant is an Individual Participant using Client information associated with an advice firm, licensee, employer or principal, the Participant must ensure they have all necessary authority to process that information through the Platform. Finflo processes this information on the Participant's instructions, except where Finflo handles information for its own limited business purposes, as described in Finflo's Privacy Policy.

10.2Tax File Numbers

(a)Finflo does not want to collect or store TFN Information, and the Platform is not designed for TFN collection or storage.

(b)The Participant must not enter, upload, import, transmit, store or otherwise make TFN Information available through the Platform, whether deliberately or incidentally through a document, image, correspondence, form, note, spreadsheet, transcript, prompt or other Customer Data.

(c)Before uploading documents or other files, the Participant must take reasonable steps to identify and remove or redact TFN Information. If a document must be retained by the Participant with TFN Information intact, the Participant must keep that version outside the Platform using a system appropriate for that purpose.

(d)Where Finflo becomes aware of TFN Information in the Platform, Finflo may restrict access to the affected material, quarantine it, prevent further processing, redact or delete the TFN Information where reasonably practicable, or require the Participant to provide a replacement copy with the TFN Information removed.

11.SECURITY RESPONSIBILITIES

(a)Finflo will maintain technical and organisational safeguards appropriate to the nature of the Platform and the Pilot, including access controls, encryption in transit, provider-managed encryption at rest and access logging where reasonably available.

(b)The Participant must manage its administrators, roles and permissions, protect credentials and authentication factors, secure its devices and networks, remove departed users, train personnel and notify Finflo promptly if it suspects account compromise or unauthorised access.

(c)If either party becomes aware of a confirmed security incident affecting Customer Data, it will notify the other without undue delay where the other party reasonably needs the information to meet legal obligations. The parties will reasonably cooperate in relation to investigation, mitigation and required notifications.

12.UNACCEPTABLE USE

(a)The Participant must not, and must ensure its Users do not:

(i)use the Platform other than lawfully and for authorised business purposes;

(ii)share accounts, or bypass roles, permissions, approval workflows or security controls;

(iii)collect, access or use information without required authority, notices or consents;

(iv)record meetings unlawfully, or send unlawful messaging;

(v)enter, upload, transmit, store or otherwise make TFN Information available through the Platform;

(vi)introduce malware, scrape, reverse engineer, or carry out unauthorised security testing of the Platform;

(vii)use access to the Platform to develop, train, improve or validate a competing product, model, dataset or service; or

(viii)use the Platform in any way that harms or could reasonably harm Finflo’s systems, data, reputation, other users or the security or operation of the Platform.

(b)The Participant must not, and must ensure its Users do not, without Finflo’s prior written consent:

(i)publish, post, share or distribute screenshots, screen recordings, demonstrations, reviews or public commentary about the Platform;

(ii)benchmark, stress test, performance test or publish comparative analysis of the Platform; or

(iii)disclose unreleased features, product roadmap information, user interface details, workflows, AI behaviour, security features or other non-public information about the Platform, except as permitted under clause 15.

13.PUBLIC FORMS AND BOOKING PAGES

(a)Where the Platform allows the Participant to publish or send forms, booking pages or other Client-facing collection workflows, the Participant controls the information requested, the collection purpose, the recipients, the notices and any consent settings.

(b)The Participant must only request information it is authorised to collect and must provide any required privacy collection notice and consent mechanism, particularly for Sensitive Information.

(c)The Participant must not use forms, booking pages, free-text fields or file-upload functionality to request or collect TFN Information.

(d)Finflo may provide template wording or controls for convenience, but these are not legal advice and must be reviewed and adapted by the Participant for its circumstances.

14.SMS COMMUNICATIONS

(a)During the Pilot, SMS functionality may be provided for transactional, service and advice-process communications connected with an existing or requested client relationship only.

(b)The Participant controls the content and recipients of its messages. Finflo provides the SMS functionality as a platform provider and does not determine, review or approve message content.

(c)The Participant must comply with the Spam Act 2003 (Cth) and other applicable communications laws, including any consent, sender identification, unsubscribe and suppression obligations.

(d)The Participant must not use Finflo-provisioned SMS for advertising, promotions, offers, cold outreach, lead generation or bulk marketing unless Finflo has separately agreed in writing and the Participant has implemented all required consent and unsubscribe processes.

(e)The Participant must not bypass STOP, unsubscribe or suppression controls. Finflo is not responsible for the Participant’s misuse of the SMS feature.

15.CONFIDENTIALITY

(a)Each party must keep the other party's Confidential Information confidential, use it only to exercise its rights or perform its obligations under this Agreement, and disclose it only to personnel, professional advisers or subcontractors who need to know and are bound by confidentiality obligations, or where required by law.

(b)This clause does not apply to information that is or becomes public other than through a breach of this Agreement, or that a party lawfully holds free of confidentiality obligations.

(c)For clarity, Finflo’s Confidential Information includes the existence, scope and details of the Pilot, unreleased features, product roadmap information, AI workflows, approval workflows, user interface details, screenshots, screen recordings, demonstrations, technical information, security features and other non-public information about the Platform.

16.INTELLECTUAL PROPERTY AND FEEDBACK

(a)Finflo and its licensors own the Platform and all related intellectual property.

(b)The Participant retains its rights in Customer Data.

(c)The Participant may provide feedback, suggestions and other input about the Platform, and grants Finflo a perpetual, royalty-free right to use that feedback to develop and improve its Platforms, provided Finflo does not identify the Participant without its consent.

(d)The Participant must not remove, obscure or alter any proprietary notices, disclaimers, trade marks or branding displayed in or generated by the Platform.

17.LIABILITY

17.1Non-excludable rights

Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or another law that cannot lawfully be excluded.

17.2Exclusion of indirect loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or opportunity, except to the extent it cannot lawfully be excluded.

17.3Liability cap

(a)To the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with this Agreement is limited to AUD $10,000.

(b)For liability arising from a breach of privacy, confidentiality, security or intellectual property obligations, the aggregate cap is instead AUD $50,000.

(c)No cap or exclusion applies to fraud or wilful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.

(d)The Participant acknowledges that liability settings may change for any future paid launch of the Platform.

18.INDEMNITY

(a)The Participant indemnifies Finflo against any third party claim and resulting reasonable loss to the extent directly caused by:

(i)financial advice, communications or documents issued, sent or implemented by or for the Participant;

(ii)the Participant’s unlawful handling of Customer Data, Personal Information, Sensitive Information or TFN Information;

(iii)the Participant’s or a User’s unlawful recording, transcription or messaging;

(iv)the Participant’s breach of required notices, consents, licences, authorisations or regulatory obligations; or

(v)Customer Data infringing third party rights.

(b)This indemnity does not apply to the extent the claim or loss was caused or contributed to by Finflo’s breach of law, breach of this Agreement, negligence, fraud or wilful misconduct.

19.SUSPENSION

Finflo may suspend access to all or part of the Platform where reasonably necessary to address a material breach, security threat, unlawful or abusive use, messaging misuse, risk of harm, third-party requirement or legal obligation. Except in an urgent case, Finflo will give notice and a reasonable opportunity to remedy the issue, and will limit any suspension to the affected accounts or functions where reasonably practicable.

20.TERM AND TERMINATION

(a)This Agreement begins on the Commencement Date and continues until terminated.

(b)Either party may terminate this Agreement for convenience at any time by giving written notice to the other party.

(c)Either party may terminate immediately by written notice if the other materially breaches this Agreement and does not remedy the breach within a reasonable time after being notified, becomes insolvent, or ceases to carry on business.

(d)On termination, the Participant's right to access the Platform ends. Before requesting deletion, the Participant must preserve records it is legally required to retain. Finflo will, on request and subject to verifying identity and authority, provide a reasonable export of the Participant's data using available formats, and will then delete or de-identify Customer Data from active systems within a reasonable period, unless retention is required or authorised by law.

(e)Clauses which by their nature are intended to survive termination survive termination of this Agreement, including clauses dealing with Regulatory Responsibility, AI Outputs and Outputs containing or materially contributing to financial advice, Customer Data, Sensitive Information and TFN Information, Confidentiality, Intellectual Property and Feedback, Liability, Indemnity, and this clause 20.

21.GENERAL

21.1Notices

Notices under this Agreement must be in writing and sent to the relevant party at the email address stated in this Agreement or otherwise notified. Routine product, support and security messages are not formal notices unless expressly stated.

21.2Assignment

The Participant must not assign or novate this Agreement without Finflo's prior written consent. Finflo may assign or novate this Agreement to a related entity or in connection with a sale of its business, on notice to the Participant.

21.3Relationship

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency or employment relationship, and neither party is an authorised representative of the other.

21.4Entire agreement

This Agreement records the entire agreement between the parties about the Pilot and supersedes all prior representations and understandings. It may only be varied in writing signed by both parties, except that Finflo may update the terms of the Pilot on reasonable notice where required for legal, security, technical or operational reasons.

21.5Governing law and jurisdiction

This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from them.

21.6Interpretation

Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa, a reference to a party includes its permitted successors and assigns, and a reference to legislation includes any amendment to or replacement of it.

21.7Severance

If any provision of this Agreement is invalid, illegal or unenforceable, it must be read down to the minimum extent necessary to make it valid, legal and enforceable. If it cannot be read down, it is severed, and the remaining provisions continue in effect.

21.8Waiver

A failure or delay by a party to exercise a right under this Agreement does not operate as a waiver of that right. A waiver must be in writing and applies only to the specific instance for which it is given.

ACCEPTANCE

By ticking the acceptance checkbox, clicking “I agree”, signing this Agreement, creating an account, accessing the Platform, or otherwise accepting this Agreement through Finflo’s onboarding process, the Participant agrees to be bound by this Agreement.

If the person accepting this Agreement does so on behalf of an Organisation Participant, that person represents that they have authority to bind the Organisation Participant to this Agreement.

Finflo may keep records of acceptance, including the name and email address of the person accepting, the Participant name, the date and time of acceptance, IP address, account details, and the version of the Agreement accepted.