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1.1. “Account User” means each person from the Account Owner’s business, or Account Owner’s Customer’s business other than the Account Owner, that uses the Service with the authorisation and the access provided by the Account Owner from time to time.

1.2. “Account Owner” means the person who registers to use the Service or the bill payer or credit card holder responsible for paying for the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

1.3. “AML/CTF Act” means Anti-money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and includes any regulations and rules passed under that AML/CTF Act.

1.4. “Application” means the application to register for the Likwidity Services and

1.5. “ADI” means an authorised deposit taking institution as defined in the Banking Act 1959 who will be offering Price Quotations to Clients

1.6. “Bulk or Pooling” or “Bulking” means the pooling or aggregation by Likwidity of Orders which are generally of the same nature

1.7. “Client” means a User duly registered for the Likwidity Services who will be submitting Orders

1.8. “Closing Date” means the date and time Specified from time to time before or on which a Price Quotation must be submitted;

1.9. “Confidential Information” includes all information directly or indirectly made available or exchanged between the parties to this Agreement, whether in writing, electronically or orally, including through use of the Service.

1.10. “Platform” means the software hosted on the Website through which Likwidity provides the Likwidity Services;

1.11. “Facility” means an appropriate Product account of a Client with a ADI, as required by ADIs from time to time;

1.12. “Guest” means any person accessing the Website who is not a Client or ADI;

1.13. “Intellectual Property Right” means any and all intellectual or industrial property rights and interests held, owned or lawfully used, anywhere in the world, whether or not registered, including, without limitation: (a) Patents, trademarks, service marks, copyright, registered designs, trade names, symbols and logos; (b) Patent applications and applications to register trademarks, service marks and designs; and (c) Formulae, methods, workflows, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, knowhow, experience, software products, trade secrets, price lists, costing and other information.

1.14. “Likwidity”, “we”, “us” or “our” means Likwidity Pty Ltd ACN number 619 192 737, which is a limited liability company incorporated in Australia, and all current and future global subsidiaries.

1.15. “Likwidity Account” means a current Subscription Plan(s) to the Service.

1.16. “Legislation” means all legislation and/or regulations applicable to the Products and the Likwidity Services;

1.17. “Likwidity Services” means the services provided by Likwidity in terms of this User Agreement;

1.18. “Order” means an order from a Client to ADIs to buy or sell Products in accordance with the provisions of clause 6;

1.19. “Order Receipt Date” means the date and time at which Likwidity receives an Order from the Client;

1.20. “Order Listing Date” means the date of Posting of the Order on the Platform;

1.21. “Post” means submitting an Order;

1.22. “Price Quotation” means a quotation given by a ADI to a Client to execute an Order as provided for in clause 7;

1.23. “Products” means the financial instruments or products traded via the Platform from time to time, including cash and money market deposits;

1.24. “Subscription Charges” means the monthly fee (excluding any taxes and duties) payable by You for the Services and Your Subscription Plan as notified to you.

1.25. “Service” means the online platform for transacting Term and Call deposits and all related software, mobile applications, IT infrastructure and support services provided accessed and used using Client and ADI company code, login name and password or Your Account User’s login and password. These services may be changed or updated from time to time by Likwidity via the Website.

1.26. “Settlement Date” means the date and time at which the Transaction must be executed between the Client and ADI;

1.27. “Specified” means displayed or explained on the Website;

1.28. “Submit” or “Submission” means sending information to Likwidity via the Website or by electronic mail subject to the provisions of clause 6.1;

1.29. “Subscription Plan” means the modules selected by an Account Owner which determines the extent and type of Service provided, the maximum number of Account Users permitted to access the Service, and the Subscription Charges.

1.30. “Transaction” means buying and/or selling of Products via the Platform;

1.31. “User or You” means a Client or ADI, as the case may be, and includes a Guest; unless specifically referred to as a Client User or ADI User

1.34. “User Agreement” means this agreement as amended from time to time;

1.35. “Website” means the Internet site at the domain www.Likwidity.com or any other site operated by Likwidity Co Pty Limited.

Likwidity grants Users the right to access and use the Service via the Website through their Likwidity Account according to Your Subscription Plan. This right of use is non-exclusive, subject to these Terms and any applicable written agreement between the Account Owner and the Account Users, and any other applicable laws.

3.1. Likwidity facilitates and optimises the Client – ADI trading relationship by means of a secure, real-time, Internet platformed price quotation, selection, consummation service.

3.2. Likwidity operates and manages the Platform but does not become a party to a Transaction between Client and ADI.

3.3. Clients subscribe to Likwidity to provide the Likwidity Services provided that all legal rights and obligations flowing from Transactions shall apply only between Clients and ADIs.

3.4. Likwidity does not: 3.4.1. act as principal for the Client or ADI in any Transactions;

3.4.2. act for its own account;

3.4.3. manage investments

3.4.4. Have access to client ADI accounts

3.4.5. Have access to any client funds

3.5. Users are hereby referred to the important provisions of Clauses 14 and 16 regarding Likwidity’s disclaimer and limitation of liability.

4.1. The Client uses Likwidity to enter into Transactions for and on behalf of the Client or the Client’s own clients

4.2. The Client must submit Orders on Likwidity

4.3. Likwidity will Post the Order on the Platform, whether individually or Bulked.

4.4. ADIs must Submit their Price Quotations before the Closing Date

4.5. Likwidity system will collate and make the best price available for acceptance either by the Likwidity system or where applicable by the client.

4.6. On Acceptance the Transaction becomes effective between the Client and the ADI;

5.1. The Client must complete and Submit the Order as Specified.

6.1. Clients must Submit Orders via the Website

6.2. An Order will be Posted on the Exchange on the Order Listing Date,

6.3. An Order constitutes an invitation to ADIs to make Price Quotations

6.4. An Order not conforming to the Specified requirements or the terms of this User Agreement shall be invalid, provided that Likwidity shall not be under any legal obligation

to determine the validity of an Order, which responsibility shall at all times remain exclusively with the Client.

6.5. Likwidity shall, in its sole and absolute discretion, determine whether an Order is valid without being required to furnish reasons for its decision to the Client.

7.1. A Price Quotation constitutes an unconditional offer to execute an Order, capable of Acceptance, subject to: 7.1.1. Client having complied with the applicable ADI regulatory identification and The Anti-Money Laundering & Counter Terrorism Financing Act 2006

7.1.2. Funds in respect of the Order are received by the ADI within the specified time limit

7.2. The ADI may after acceptance cancel the Price Quotation and notify the client of such cancellation where the ADI indicates that the acceptance of such an Order may breach the ADI’s regulatory requirements.

7.3. A Price Quotation becomes irrevocable after final acceptance by client, once Submitted

7.4. A Price Quotation is made by a ADI to Likwidity via the platform.

7.5. The ADI shall make a Price Quotation in accordance with and subject to such terms as an Order may specify.

7.6. Orders submitted via the Platform to the ADIs shall be quoted via the Platform and not directly to the Client.

8.1. At the Closing Date, Likwidity system shall present the most favourable Price Quotation for acceptance

8.2. On the date and time of Acceptance, the Transaction shall become effective between the Client and the ADI directly without any recourse to Likwidity whatsoever, unless the client does not have a facility with the ADI, in which case, the client will be introduced to the ADI with the terms of the offer. Both parties may choose to continue negotiations on the deal terms. However, it is expected the initial terms agreed would be honoured on good faith. The exceptions being insufficient documentation provided to complete the deal

8.3. Likwidity shall notify the Client and the ADI of Acceptance immediately after Acceptance.

8.4. Likwidity shall advise the ADI immediately of non-Acceptance.

9.1. For purposes of this clause 9, “parties” shall refer to the relevant Client and ADI to a Transaction and “party” shall refer to either of them.

9.2. The relationship between the parties after a Transaction shall be governed by the terms of the Order, this User Agreement and any relevant terms applicable to the Facility (the “Transactional Terms”).

9.3. Likwidity will not be a party to any dispute between Client and ADI

9.4. The Client warrants to the ADI that it has sufficient funds to execute a Transaction.

10.1. General obligations: Users must only use the Service and Website for their own lawful business purposes in accordance with these Terms and any notice sent by Likwidity or condition posted on the Website.

10.2. We may issue Users with a user name and password in order to access some parts of the Website, and Users are responsible for maintaining the confidentiality and security of user name and password at all times. Users must notify us in the event that they are aware, or have reason to believe, that their password has been misused or that a breach of

a security measure in respect of any account has occurred. Clients and ADI must ensure that the Website is only accessed by those authorised to do so

10.3. Account Owner obligations: (a) The Account Owner is responsible for determining who can be an Account User and what level of access to the Subscription Plan modules each Account User has; (b) The Account Owner controls each Account User’s level of access to the Likwidity Account and Subscription Plan at all times and can revoke or change an Account User’s access, or level of access, at any time and for any reason; (c) The Account Owner is responsible for all Account Users’ use of the Service, and Likwidity has no responsibility or liability for the actions of any Account User; and (d) Likwidity will not be a party to any dispute between an Account Owner and an Account User for any reason.

10.4. Access conditions: Users must ensure that all usernames and passwords required to access the Service are kept secure and confidential. Users must immediately notify Likwidity of any unauthorised use of passwords or any other breach of security and Likwidity will reset passwords and take all other actions that Likwidity reasonably deems necessary. When accessing and using the Services, Users must: (a) not attempt to undermine the security or integrity of Likwidity’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; (b) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; (c) not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access. or to access the computer system on which the Services are Hosted; (d) not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law; (e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as permitted by law;

10.5. Configuration: Users are responsible for own configuration of the Services and any required hardware. Likwidity will provide helpdesk assistance as set out in these terms and conditions, but Likwidity is not responsible for any required configuration.

10.6. Paying for the Service (a) Client Subscription Plan commences when Clients register for their Likwidity Subscription Account (b) Clients authorise Likwidity to invoice and receive payment in advance for Subscription or Other Charges on a monthly basis, until Clients terminate their Likwidity Account and cease to use the Service. Clients agree to pay any Subscription or Other Charges incurred during the time that the Service is used or subscribed to, including for any additional modules of the Service that is selected during the term of use of the Service. This obligation to pay the Service Charges incurred by Clients survives the termination of the use of the Service;

10.7. Changing Subscription Plan: Clients can decide to change the Fee basis at the end of each month

11.1. To meet our regulatory and compliance obligations under the Anti-money Laundering and Counter Terrorism Financing Act 2006 and relevant regulations and rules we may need to:

11.2. (a) delay, block or refuse transactions where we have reasonable grounds to believe that these transactions breach Australian law or the law of any other country; and

11.3. (b) from time to time, require additional information from Users to assist us in meeting our obligations as required by the AML & CTF Legislation.

11.4. Users agree that they must not initiate, engage in or effect a transaction that may be in breach of Australian law or the law of another country including (but not limited to) the AML & CTF Legislation.

12.1. Technical Problems: In the case of technical problems Users must make all reasonable efforts to investigate and diagnose problems before contacting Likwidity. If You still need technical help, please check the support provided online by Likwidity on the Website or email us at support@Likwidity.com.

12.2. Service availability: Whilst Likwidity intends that the Services should be available with an uptime of 99. 7%, 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable. If for any reason Likwidity has to interrupt the Services for longer periods than Likwidity usually anticipates, Likwidity will use reasonable endeavours to publish in advance details of such activity on the Website. Likwidity will have no liability to Users for unavailability of the Services.

Likwidity’s fee are as follows:

13.1. Subscription Fees: Client who select the Subscription Fee option will be charged a monthly subscription fee based on the volume and value of orders submitted in accordance with our standard fee schedule available on our website and updated from time to time

13.3. Likwidity reserves the right to periodically review and update fees in accordance with market requirements and these changes will be communicated and agreed between parties as applicable.

14.1. Acknowledgement: Clients and ADI acknowledge that: (a) They are authorised to create the Likwidity Account (where applicable), to access and use the Services and the Website and to use the information and Data that is input into the Website, including any information or Data input into the Website by any person they have authorised to use the Service. Clients and Users are also authorised to access the processed information and Data that is made available to use of the Website and the Services; (c) Clients and ADI are responsible for authorising any person who is given access to information or Data, and You agree that Likwidity has no obligation to provide any person access to such information or Data without specific authorisation (d) The provision of, access to, and use of, the Services is on an “as is ” basis and at Users own risk; (e) Likwidity does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Likwidity is not in any way responsible for any such interference or prevention of Your access or use of the Services. Certain modules of your Subscription Plan may be available for offline use, and you are responsible for maintaining the required systems to the level required for those modules; (f) Likwidity does not act as financial advisor. All material published on this Website (the “material”) is only intended to provide general information regarding Likwidity and its Products and does not constitute professional advice of whatever nature. All material including, without limitation, research, opinions, figures, prices, projections or other content are provided “as is” and Users shall not place reliance thereon in taking actions which might affect their personal finances without consulting Likwidity directly (g) It is Clients responsibility to determine that the Services meet the needs of their business and is suitable for the purposes for which they are used;

14.2. Limited warranty: Nothing in these terms shall exclude or limit Likwidity’s warranty or liability for losses which may not be lawfully excluded or limited by the Australian Consumer Law or such other law of the state. Clients expressly understand and agree that Services are provided “as is” and “as available”. In particular, Likwidity does not represent or warrant that: (a) use of the Services will meet all Your requirements; (b) use of the Services will be uninterrupted, timely, secure or free from error; (c) Any information obtained as a result of your use of the Services will be accurate or reliable; (d) that defects in the operation or functionality of any Services provided will be corrected and there will be no claim for loss or damages arising from any defects or error. (e) the operation, performance or functions of any third party services that Likwidity integrates into, nor for the performance of the integration; and (f) that any customisation that may have been performed will be compatible with any updates to the Services, or that any such customisations will continue to work after any upgrade of the Services by Likwidity.

15.1. No liability: Likwidity is not liable in respect of any act or omission of Likwidity in reliance on any notice or instructions given by the Authorised Person.

15.2. Removal of Authorised Person: If the Account Owner requests that We do so, we may remove the Authorised Person’s access to the Account Owner’s Subscription Plan and Data.

16.1. Maximum aggregate liability: The maximum aggregate liability of Likwidity to Users for any reason relating to this Agreement, these Terms, the Website or the Service will be limited in respect of any one incident, or series of connected incidents, to the Subscription Charges paid by in the month prior to the occurrence of the first incident.

16.2. Exclusive remedy: If Users are not satisfied with the Service, the sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

17.1. Confidentiality: Each party (Receiving Party) shall keep the other party’s (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information: (a) required to be disclosed by law; or (b) that the Providing Party agrees to in writing before the disclosure is made; or (c) is or becomes publicly available through no fault of the Receiving Party; or (d) is independently acquired or developed by the Receiving Party without breaching any of its obligations under this Agreement or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or (e) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or (f) is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.

17.2. Privacy: Likwidity maintains a privacy policy at www.Likwidity.com/privacy-policythat sets out the parties’ obligations in respect of the collection, use, and disclosure of personal information. Acceptance of these Terms also constitutes acceptance of the Likwidity Privacy Policy.

17.3. Data: Likwidity may use Data inputted by You for analysis in aggregate form.

18.1. Existing intellectual property: Except as expressly set out in this Agreement, nothing in this Agreement will confer upon a party any rights, interest or title in Intellectual Property Rights in the other party’s materials (including any modification to that material) existing at the date of this Agreement or which is developed independently of the other party’s materials.

18.2. User Data: We have no Intellectual Property Rights in User Data other than to hold and make it available for the purposes contemplated by these Terms or for which it was provided

18.3. Termination of Service: Following the termination of Services we reserve the right to delete all User Data in the normal course of operation and in accordance with any applicable laws existing at the time. Users acknowledge and confirm that Data cannot be recovered once it is deleted and Likwidity will have no liability for any deleted Data.

19.1. Termination for convenience: These Terms will continue for the period that Users hold a Likwidity Account and pay the Subscription Charges, unless either party terminates these Terms and Your Likwidity Account by giving notice to the other party at least [20] days before the end of a calendar month. Likwidity will not provide any refund for any prepaid Subscription Charges on termination. If Clients terminate these Terms You shall be liable to pay all relevant Subscription Charges up to and including the end of the calendar month in which You gave the notice of termination.

19.2. Termination for breach: If a Breach Event (as defined below) occurs, Likwidity may at its sole discretion and without notice take any or all of the following actions: (a) Terminate this Agreement and use of the Services and the Website; (b) Suspend for any definite or indefinite period of time, use of the Services and the Website; (c) Suspend or terminate access to all or any Data. (d) Take any of the actions in sub-clauses (a), (b) and (c) of this clause in respect of any or all other persons authorised to have access to Users information or Data.

Save for those provisions in the User Agreement specifically providing for termination, a party may terminate the User Agreement if any party breaches any material provision or term of the User Agreement and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under the User Agreement, including obtaining an interdict, to cancel the User Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party’s right to claim damages, if entitled thereto.

21.1. Entire agreement: These Terms, together with the Likwidity Privacy Policy and the terms of any other notices or instructions given under these Terms of Use constitute the entire agreement between the parties and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of this Agreement.

21.2. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

21.3. Marketing: The client permits us to make reference to their membership in applicable marketing promotions.

21.4. Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under this Agreement (other than the obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission to the other party).

21.5. No Assignment: You may not assign, pledge or transfer any rights, duties or obligations to any other person except with the previous written consent of Likwidity.

21.6. Waiver: No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

21.7. Severability: If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from this Agreement, without affecting the enforceability, legality or validity of any other provision of this Agreement

21.8. Governing law and jurisdiction: These Terms shall be governed and construed in accordance with the laws of NSW, Australia and unless specifically stated otherwise, Clients and Likwidity submit to the non-exclusive jurisdiction of the Courts of NSW, Australia.

21.9. Notices: All notices given by a party under this Agreement must be in writing and delivered by e-mail. A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a business day is deemed not to have been received until the next business day. Notices to Likwidity must be sent to support@Likwidity.com or to any other email address notified by email to You by Likwidity. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.