Broker onboarding application

DIRECT WRITER AGREEMENT

Oxcel Pty Ltd trading as Oxcel Broker Services

ABN: 58 622 168 316

ACN: 622 168 316

Australian Credit Licence # 547719

Level 13, Suite 1305, 401 Docklands Drive, Docklands, Melbourne, VIC 3008, Australia.

and,

(herein after referred to as the “Direct Writer, Introducer, sub-introducer, originator or sub-originator”)

Background

Oxcel maintains Direct Writer agreements with various aggregators, thereby facilitating panel access through the appropriate aggregators, contingent upon the specific focus areas of the brokers.

The Direct Writer had been referred by Oxcel to as Party B.

Oxcel granted the Direct Writers the authority to present loans to potential borrowers under the Direct Writer's own Australian Credit Licence (ACL) or Oxcel Finance's ACL (as agreed upon by the parties).

The Direct Writers are engaged in mortgage brokerage, and agrees to source loans under either Oxcel Pty Ltd's or their own Australian Credit Licence.

The parties have consented to engage in this agreement in accordance with the terms and conditions stated the sections that follow.

Definitions and Explanations

The following terms and expressions in this Agreement, unless the context indicates otherwise, shall have the meanings indicated below:

Applicable Standards refers to any rules or specifications set forth by current or future standards that the Direct Writer must abide by in order to conduct business, as well as any other applicable laws, including but not limited to:

The National Credit Code as set out in the National Consumer Credit Protection Act (Cth) 2009;

Published ASIC policies, guidance or relevant class orders;

MFAA and FBAA standards and policies;

Policies of Oxcel Finance as updated from time to time.

ASIC means Australian Securities & Investment Commission – ASIC is the consumer protection regulator for financial services.

Borrower is a person who applies to borrow money from the Direct Writer.

Business Day means a day other than a Saturday, Sunday or public holiday.

Change of Control refers to an occurrence involving a party that is not a natural person, or an event where,

The person who was in charge of the party on the date of this document either no longer has control over it,

or someone who wasn't in charge at the time alone or in conjunction with others—acquires effective control over the party.

Churning is defined as "the ordinary meaning generally attributed to it by participants in the Australian Banking and Finance Industry." This meaning includes the act of a Direct Writer assisting a borrower shift from one lender to another (or the same lender) with a purpose that is advantageous to the Direct Writer. Based on Oxcel's or a Lender's reasonable judgment, an act of churning is to be determined.

Claim means any action, proceeding, or demand is referred to as a claim, regardless of how it originated, whether it is depending or actual, fixed or uncertain, present or future.

Clawback means the right under a relevant or applicable agreement that a Lender may have to require that a Direct Writer to that Lender of a loan reimburse to the Lender monies received by that Lender specifically, part or all of the Upfront Fee and/or Trailer Fee previously paid or payable to the Direct Writer by that Lender.

Confidential Information that comprises any of the following, in part or in full, but is not restricted to any of them. Such informations,

Financial, accounting, marketing and technical information;

Customer, supplier, and borrower lists (as well as any other customer, borrower, or supplier information), operating procedures, and any prospective or proposed customer, supplier, or borrower lists;

Trade secrets, business techniques, expertise, and other information generated, owned, or developed by Oxcel Finance, or utilized or planned to be utilized in its dealings and activities;

documents (in any format) that include notes, reports, or other materials that incorporate or are derived from data mentioned in the definition of confidential information;

Copies of the content covered by this definition (in any format);

Any additional data Oxcel considers "confidential";

Credit Activity has the same meaning as defined in the National Consumer Credit Protection Act 2009 (Cth).

Credit Representative has the same meaning as defined in the National Consumer Credit Protection Act 2009 (Cth).

Default Event is any of the following that takes place:

A Case of Insolvency;

Regarding the Direct Writer, there is a Change of Control;

The Direct Writer has been found guilty of a crime;

ASIC is looking into or pursuing legal action against the Direct Writer.

The Direct Writer is removed from all professional bodies that they are affiliated with;

The Direct Writer's application to the MFAA, FBAA, or ASIC is denied, or, if accredited, their accreditation is voided, suspended, or canceled;

The Direct Writer's accreditation with a lender is canceled, withdrawn, or suspended (termination of the accreditation due to failure to comply with volume requirements is not included in this);

Under the Corporations Act 2001 (Cth), section 459(F)(1), it is assumed that the Direct Writer has disregarded a statutory demand.

Direct Writer (Also addressed as sub-introducer, introducer, originator or sub-originator) is an individual or organization that has the same identity as an Australian Credit Licence holder or a Credit Representative.

Finance Brokers Association of Australia (FBAA) is the trade association for mortgage industry or a body that closely resembles it.

Mortgage & Finance Association of Australia (MFAA) indicates the mortgage industry's professional body or an equivalent organisation.

Group Commission Fee refers to the commissions that Oxcel is required to pay to the Group based on the commission.

GST refers to the tax levied by the Commonwealth's related imposition Acts and the GST Legislation.

Head Group Agreement refers to the contract that was signed on / / by Party B and Oxcel.

Intellectual Property refers to any form of recognised, unrecognised, or sought-after intellectual property that is in existence globally. It consists of the following, among others:

Copyright;

Designs, patents, trade names, trademarks;

Domain names; brand names; business names; and company names;

Confidential Information;

Any other licence or right to use or grant the use of any of the items listed in this definition, or to be the registered owner or user of any of the items listed in this definition;

Any other property that Oxcel deems intellectual property for the purposes of this Agreement; shall not be considered confidential information.

An Insolvency Event refers to the realisation of any of the subsequent circumstances concerning the direct writer:

A scheme of arrangement is established between the Direct Writer and its creditors;

The Direct Writer involves in any act of insolvency or declares bankruptcy;

All Direct Writer property and business is managed by a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as specified in the Corporations Act 2001(Cth)), trustee or controlling trustee, or other official;

A personal insolvency arrangement or debt agreement under Part X or Part IX of the Bankruptcy Act 1966 (Cth) applies to the Direct Writer's property or undertaking.

Lenders are institutions that provide funds for loans under Oxcel Finance contract from time to time for loan applications and ancillary matters.

An Australian Credit Licence is described in the National Consumer Credit Protection Act 2009. (Cth).

Material Breach is a breach where

The Direct Writer or its Personnel may be held liable of obligations under Statutory Requirements, Applicable Standards, dishonesty or fraud;

Any act or omission by the Direct Writer or its Personnel that causes a Borrower to void or voidable a Loan application;

Churning by the Direct Writer or its Personnel;

Assignment of the Direct Writer's interests without Oxcel’s written consent, or persistent and material breach of this Agreement's terms.

Trailer Fees menas the percentage that the Direct Writer is entitled to earn for each loan settled from a trailer fee paid to Oxcel by the Lender.

Upfront Fee indicates the percentage that the Direct Writer is entitled to earn for each loan settled from an upfront fee paid to Oxcel by the Lender.

AGREEMENT

As part of Oxcel's Lending Panel, the Direct Writer agrees to introduce borrowers to lenders.

The Direct Writer is required to comply with all applicable standards and statutory requirements, ensuring moral and proficient behavior as specified by Oxcel Finance.

The Direct Writer must maintain the confidentiality of proprietary information and intellectual property rights, including trademarks and business names, remain the sole property of Oxcel Finance Pty Ltd.

Commission and Fee Structure

The Direct Writer will receive Upfront Fees and Trailer Fees from Oxcel Finance for each loan that is settled.

All applicable upfront and trailer fees will be paid by Oxcel to the Direct Writer twice a month and continuously until the earlier of

(a) the Direct Writer commits a Material Breach;

(b) the date of a default event;

(c) the date of this Agreement's termination; or

(d) the Direct Writer's full repayment of the settled loan.

Oxcel reserves the right to change the rate of the Upfront Fee and Trailer Fee to correspond with changes that may be implemented by any Lender. However, The percentage of the Upfront Fee and Trailer Fee that the Direct Writer will be paid as specified in this Agreement is unaffected by changes the Lender may impose on their fee payment to Oxcel.

Rights and Obligations of Oxcel

Oxcel

will provide regular training to the Direct Writer in a way that Oxcel considers appropriate and necessary to supplement training and help them perform their duties in a competent and professional manner.

will make sure to it that the Direct Writer gets accreditation, or that any current accreditations are transferred in accordance with this Agreement, to one or more lenders selected at Oxcel 's only discretion.

shall, in accordance with this Agreement, pay the Direct Writer the Trailer Fee and Upfront Fee.

will appoint the Direct Writer as an Australian Credit Representative under its Australian Credit License if agreed upon by the parties and in accordance with the Statutory Requirements.

Prior to designating an individual or a corporation as a Credit Representative, Oxcel preserves the right to conduct reasonable enquiries and investigations into that individual or corporation.

Oxcel reserves the right to modify its policies and procedures to ensure compliance and efficiency.

Obligations of Direct Writer

The Direct Writer

is required by law to maintain all registrations, licenses, and authorizations, which it must do in accordance with the standards of ethical conduct set forth by Oxcel Finance.

is required periodically to present the Lenders with the Borrowers through Oxcel.

acknowledges that they will read and comprehend the Oxcel Finance policies, and the Direct Writer promises to keep its staff and itself updated on all policies, including any gradual changes made.

co-operate with, participate in, abide by and comply with the complaints resolution procedures set out by Oxcel Finace or any industry association, any external dispute resolution scheme that Oxcel may be a member.

must not knowingly provide or warrant to a lender, borrower, or other party or entity any information that is or could be false, misleading, or deceptive.

must not intentionally,or recklessly violate any applicable standards, statutory requirements, or other pertinent regulations.

must promptly notify Oxcel Finance in the event of a default event, material breach of contract, or if the Direct Writer has reasonable suspicion that one of these events could occur.

must be an Australian Financial Complaints Authority (AFCA) member and an accredited mortgage consultant of equal standing with the MFAA/FBAA.

must possess the minimal training needed to comply with statutory requirements.

ensure that the Direct Writer and its Employees always abide by all relevant statutory requirements and applicable standards by taking every reasonable step.

agrees to maintain the confidentiality of proprietary information and intellectual property rights, including trademarks and business names, remain the sole property of Oxcel Finance Pty Ltd.

GST and Invoice

Oxcel shall pay the Direct Writer an extra GST amount if:

the fee paid to Oxcel is under an agreement allowing for GST recovery from the Lender; and

Oxcel has received the additional GST payment from the Lender.

Churning and Clawbacks

At the end of this Agreement, Oxcel may withhold payment to the Direct Writer for any payments that may be subject to a Clawback. The Lender that financed the settled loan's clawback policy will determine the withheld payment. For instance, if a Lender's policy requires 100% clawback in the event that a loan is repaid or terminated within 12 months, Oxcel may retain 100% of the loan costs until the clawback period expires.

Oxcel may withhold payment to the Direct Writer for loan(s) that include Churning in accordance with its agreement with the Lender.

Termination of Agreement

Termination of this agreement will be conducted,

On the occurrence of any default event;

the Direct Writer or its Personnel engage in a Material Breach;

In terms of, mutual consent the agreement can come to a conclusion.

Representation and Warranty

Oxcel warrants to the Direct Writer that it has the authority to fulfil its responsibilities under this Agreement and will maintain the appropriate licences and powers.

The Direct Writer warrants to Oxcel that

it has the power to enter into and perform its obligations under this agreement, holds necessary licences and authorities, and will not compromise any other agreements or obligations and will not breach or conflict with any other agreement or obligation;

It will not be involved into investigations or prosecutions by ASIC or other regulatory bodies;

There will not be any court convictions or penalties for breaches of Statutory Requirements or Applicable Standards;

No MFAA investigations or disciplinary hearings for professional or ethical standards breaches;

No indictment convictions and has never suffered an insolvency event.

Indemnity

The Direct Writer indemnifies and shall keep indemnified Oxcel and its officers, employees, agents, and any related company against any and all Claims, demands, causes of action, losses, expenses, damages, taxes, or any other costs, outgoings, and liabilities directly or indirectly incurred or suffered by Oxcel or for which Oxcel is or may be or becomes liable.

In the absence of negligence, the Direct Writer releases Oxcel and its officers, employees, agents, and contractors from all actions, claims, demands, losses, liabilities, damages, costs, and expenses of any kind resulting from any act, omission, default, misrepresentation, breach, negligence, or recklessness of the Direct Writer or its Personnel.

Every Direct Writer director who signs this Agreement warrants that the other directors have authorised them to sign this Agreement as their representative and individually bind them to this indemnity.

Where a Claim on Oxcel's professional indemnity insurance is directly or indirectly caused by the Direct Writer or its Personnel's breach of this Agreement, the Direct Writer must pay any excess or deductible amount paid or payable by Oxcel.

At Oxcel's request, the Direct Writer must pay Oxcel all costs or expenditures, including legal fees, involved in investigating or defending a customer or Borrower's claim before an external disputes resolution scheme, a mediator, an arbitrator, or a court of competent jurisdiction.

Only direct losses shall be Oxcel's liability under this Agreement. To the Direct Writer, its Personnel, or any other person, Oxcel will not be liable for any other losses or damages, including special, indirect, punitive, or consequential losses or damages originating from special circumstances.

Intellectual Property

Oxcel owns and benefits from the intellectual property entirely. Without Oxcel’s express agreement, the Direct Writer may not use or replicate its Intellectual Property.

The Direct Writer guarantees not to infringe third-party intellectual property and indemnifies Oxcel for any actual infringement.

Confidentiality

The Direct Writer and its personnel must maintain the confidentiality of Confidential Information,

not disclose it to anyone else, except in the regular course of responsibilities or as required by law.

Confidential Information must not be misused or used to harm Oxcel or Borrowers.

Confidential Information must not be copied, transmitted, retained, or removed, and best efforts should be made to protect its disclosure to third parties.

The Direct Writer agrees that:

Disclosed Confidential Information may harm Oxcel;

the restrictions in this clause are reasonable and necessary to protect Oxcel’s business, reputation, and goodwill; and

damages may not be sufficient to protect Oxcel’s interests.

The Direct Writer's obligations and commitments under this section cannot be diminished or terminated by this Agreement's expiration or termination.

Dispute Resolution

The Direct Writer and Oxcel agree to use this dispute resolution procedure:

When a party has a dispute with another party, the complainant may commence the procedure under this section by notifying the respondent in writing of the issue, its desired outcome, and the proposed resolution;

Both parties must negotiate to resolve the disagreement;

Either party may refer the disagreement to a mutually agreed mediator if the parties cannot resolve it within 21 business days;

If neither side agrees on a mediator, either party may ask the MFAA/FBAA CEO to appoint one;

Mediators set the time and place for mediation, and parties must attend to resolve the conflict;

All parties must pay equal mediation costs unless they agree differently;

Parties pay their own mediation fees;

No party's right to sue under this Agreement is affected by this section.

Compliance

Any matter needed to be included in this Agreement by the Statutory Requirements is presumed to be included if not already included.

Any provision of this Agreement that is contracting or otherwise mutually exclusive to a Statutory Requirement, which provision, rule, definition, or clause is deemed to be included in this Agreement, must be interpreted together. If they cannot be interpreted together, this Agreement will prevail and take precedence over the other provisions.

Despite everything else in this Agreement, the Direct Writer must always comply with the Statutory Requirements.

Oxcel may comply with the Statutory Requirements even if this Agreement does not address a problem.

Notices

To give notice to a party to this Agreement, it must be

in writing and sent via mail, courier, or electronic medium. Service will be considered affected two business days after posting or upon completion of transmission.

Jurisdiction

This Agreement is governed by and construed under Commonwealth law, and the parties submit to its non-exclusive jurisdiction.

Severance

If any part of this Agreement is unlawful, unenforceable, or illegal in a jurisdiction, it is severed. The rest of this Agreement is legal and enforceable in other jurisdictions. This section does not apply if the severance changes this Agreement or violates public policy.

Audit

Each Direct Writer must retain accurate records of all loans processed with each Lender.

The Direct Writer must allow Oxcel to inspect or audit a select number of Borrower files and any other records (including electronically stored files and records) relating to any application in the Direct Writer's possession or control during regular business hours at Oxcel’s sole discretion.

The Direct Writer must allow Oxcel to inspect and copy documents during business hours without prior notice for compliance with Statutory Requirements or Applicable Standards, for a Claim that Oxcel is involved in or anticipates, or for other purposes.

Oxcel can duplicate those files and other audited records.

First Refusal Right

The Direct Writer agrees that before selling or disposing of the Trailer fees within this Agreement or after its termination, it shall first offer to Oxcel the first right of refusal to purchase them at a market comparable price as agreed between the parties.

Seven days after receiving an offer to purchase Trailer Fees from Direct Writer, Oxcel must advise Direct Writer of its decision. After that period, the Direct Writer may sell that component of its firm.

Counterparts

This Agreement may be performed in any number of counterparts, each of which will be an original, but they will form one agreement. The last party to execute it will set the date.

Asset Finance and Leasing

The Direct Writer may offer asset loan and leasing to prospective Borrowers at their discretion.

If the Direct Writer offers asset finance and leasing to prospective Borrowers, they will receive a percentage of the Brokerage Fee directly from the Lender.

Authorisation

Signed by

(‘Direct Writer’) in the presence of:

—----------------------- Signature of witness

—-----------------------Name of witnessExecuted by Oxcel Finance Pty Ltd (ABN 58 622 168 316) :

—----------------------- Signature of Direct Writer

—-----------------------Name of Direct Writer

—-----------------------

Signature of Director

—-----------------------

Name of Director

SCHEDULE

Item

Description

Item 1:

Direct Writer Details

Company Name:

ACN :

ABN:

Contact person:

Address:

Telephone:

Mobile:

Email Address:

Item 2:

Direct Writer Bank Account Details

Bank:

Name of Account:

BSB:

Account Number:

Item 3:

Monthly Fees

Salestrekker (Industry Specific CRM): $179.99+ Gst

Credit Representative Fees: $ 200 + Gst

Item 4:

Exit Fees

There is no Exit fees, however first $1,000 trailer per month comes to Oxcel Finance before disbursing to parties the remaining trail for the term of the trail book

Item 5:

Separation Notice

Clear 28 business days

Item 6:

Claw Back

Dollar to Dollar

ANNEXURE A

Fraud Statement & Declaration

In making an application to Oxcel finance for broker accreditation enabling us to introduce finance proposals for consideration to lenders on its panel in exchange for payment of upfront and/or trailing commissions,

I, (Director/Principal) acknowledge that we bear the responsibility for our actions and those of our employees where applicable.

Further we are also responsible for the content and quality of each application submitted via Oxcel finance and acknowledge that the submission of loan application containing false information is a crime.

Whilst not intended to be an exhaustive and all-inclusive list, we understand that the following would constitute an act of fraud:

Submission of inaccurate information, including false statements on loan application(s) and falsification of documents purporting to substantiate credit, employment, deposit and asset information including identity, ownership/non ownership of real property etc.

Forgery of partially or predominantly accurate information.

Lack of due diligence by an officer or employee of the introducer, including failure to obtain all information required by the application and failure to request further information as dictated by applicant’s response to other questions.

Unquestioned acceptance of information or documentation which is known, should be known, or suspected to be inaccurate.

Non-disclosure of relevant information by an officer or employee of the introducer.

We give the following responses/declaration in support of our application for accreditation with Oxcel Finance(If any question is answered Yes, please attach details.)

Question

Yes

No

Have you ever had a business related licence, registration or membership revoked, denied or suspended?

Have you ever been convicted of an offence involving a criminal charge, or is there any charge pending?

Are you or have you ever been a director of a company which has gone into voluntary liquidation, or to which a receiver, a provisional liquidator, liquidator, a scheme manager or an official manager has been appointed while you were a director, or within six months after you ceased to be a director?

Are you an undischarged bankrupt or ever been declared bankrupt?

Have you ever been refused membership of a statutory, professional or other body in respect of your professional capacity?

Have you ever been subject to disciplinary proceedings or expelled by a statutory body, professional or other body in respect of your professional capacity?

Have you ever been dismissed or had any proper authority withdrawn on ethical or legal grounds?

Have you any past or pending claims made against your professional indemnity insurance in relation to financial advice?

Have you ever been refused professional indemnity insurance?

In making this declaration we accept that Oxcel Finance may make its own enquiries about our company, its operations and officers and give consent for all reference checks to be conducted.

—-----------------------

Signature

—-----------------------

Date of Signature

—-----------------------

Name

ANNEXURE B

Receipt Created Tax Invoice Agreement

Oxcel Pty Ltd trading as Oxcel Finance

ABN: 58 622 168 316

ACN: 622 168 316 Address: Level 13, Suite 1305 401 Docklands Drive, Docklands, Melbourne, VIC 3008, Australia.

Direct Writer:

ABN:Address:

The parties agree that:

Oxcel can issue Recipient Created Tax Invoices in respect of supplies made by the Direct Writer under the Direct Writer Agreement between Oxcel and the Direct Writer.

The Direct Writer will not issue Tax Invoices in respect of supplies made by it under the Direct Writer Agreement.

Oxcel is registered for GST at the date of this Agreement and will notify the Direct Writer if it ceases to be registered.

The Direct Writer is registered for GST at the date of this Agreement and will notify Oxcel if it ceases to be registered.

—-----------------------

Signature

—-----------------------

Date of Signature

—-----------------------

Name