PART A - GENERAL 
1. DEFINITIONS AND INTERPRETATION 
1.1 Definitions 
Capitalised terms used in these Terms and Conditions have the meaning given to them in Part D – Definitions. 

1.2 Rules for interpreting these Terms and Conditions 
Headings are for convenience only and do not affect interpretation. A reference to a document or law includes it as amended, supplemented, replaced or re-enacted. A reference to a party includes its successors and permitted assigns. The singular includes the plural and vice versa. If a word is defined, another grammatical form has a corresponding meaning. If a day for doing an act is not a Business Day, the act must be done on or by the next Business Day. These Terms and Conditions are not to be interpreted against PEXA Clear merely because PEXA Clear prepared them. 

PART B - OPERATIVE PROVISIONS 
2. ACCESS TO LES 
(a) Subject to these Terms and Conditions, your continuing satisfaction of the Eligibility Criteria and payment of the Fees, PEXA Clear grants you a revocable, non-exclusive, non-transferable and non-sublicensable right during the Term to access and use LES solely to enable users with PEXA Exchange User Credentials to authenticate to the PEXA Clear Service using the LES Protocol. 
(b) For LES, PEXA Clear acts as identity provider and is responsible for authenticating users through LES and issuing authentication assertions to you in accordance with the LES Protocol to use the PEXA Clear Service. To the extent relevant to your use case, you are responsible for integrating your applications with LES, validating authentication assertions, and managing all authorisation, session management, entitlement, user administration and access control within your applications. 
(c) PEXA Clear may add to, vary, modify, suspend, restrict or terminate LES, your access to LES, or these Terms and Conditions where PEXA Clear reasonably considers it necessary to comply with Law, preserve security or service integrity, prevent fraud or misuse, address user feedback or operational requirements, respond to a third party dependency, or where you breach these Terms and Conditions or cease to satisfy the Eligibility Criteria. 

3. FEES AND TAXES 
(a) You must pay the Fees in the manner notified by PEXA Clear. Unless otherwise agreed in writing, invoiced Fees are payable within 30 days after the invoice date. PEXA Clear may charge interest on undisputed overdue amounts at the Reserve Bank of Australia official cash rate target plus 3 percent per annum, calculated daily from the due date until payment. 
(b) All Fees are exclusive of GST and other taxes unless stated otherwise. You must pay all taxes imposed in connection with the Fees, other than taxes based on PEXA Clear's income. If a deduction or withholding is required from an amount payable to PEXA Clear, you must increase the amount payable so that PEXA Clear receives the amount it would have received had no deduction or withholding been made. 

4. YOUR OBLIGATIONS 
You must: 
(a) hold and maintain all licences, consents, approvals and PEXA Exchange User Credentials required to access and use LES and ensure that each person who authenticates through LES is authorised by you to access the PEXA Clear Service. 
(b) comply with all Law, the LES Protocol, PEXA Clear's reasonable technical, security and onboarding requirements, and any reasonable directions given by PEXA Clear in connection with LES. 
(c) keep all login details, credentials, certificates, keys, secrets and security requirements for LES safe and secure, immediately notify PEXA Clear of any actual or suspected compromise, and not share them except as expressly authorised by PEXA Clear. 
(d) not interfere with the integrity, security or effective operation of LES, reverse-engineer or decompile LES, introduce Malicious Code, use LES unlawfully or in a way that infringes a third party's rights, or where relevant represent that PEXA Clear endorses any of your applications unless PEXA Clear has approved that representation in writing; and 
(e) not rely on LES as a substitute for your own authorisation, access control, fraud, cyber security, compliance, customer due diligence or risk management processes. 

5. CONFIDENTIALITY, PRIVACY AND DATA 
(a) Each party must protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, and in any event no less than reasonable care. A party may disclose Confidential Information to its personnel, professional advisers, contractors and service providers who need to know it for LES and who are bound by confidentiality obligations. 
(b) Each party must comply with applicable Privacy Laws in relation to Personal Information handled under or in connection with LES. Before providing Personal Information to PEXA Clear, you must give all notices and obtain all consents required for PEXA Clear and its service providers to collect, use, disclose, store and otherwise handle that Personal Information to provide, secure, support, improve and administer LES. 
(c) PEXA Clear will handle Personal Information in accordance with applicable Privacy Laws and its privacy policy. You remain responsible for all information, data and material transmitted from LES into your systems or made available through your applications. 

6. INTELLECTUAL PROPERTY AND FEEDBACK 
(a) Subject to the limited access and use rights in these Terms and Conditions, PEXA Clear retains all rights, title and interest, including Intellectual Property rights, in LES, the LES Protocol, PEXA Clear materials, and all modifications, adaptations, translations and derivatives of them. 
(b) You grant PEXA Clear a worldwide, perpetual, irrevocable, royalty-free licence to use, disclose and incorporate into LES any feedback or suggestions provided by you in relation to LES, without restriction or obligation to you. 

7. DISCLAIMER 
(a) Subject to applicable Law, LES is provided on an "as is" and "as available" basis. PEXA Clear does not warrant that LES, authentication assertions, third party services or integrations will be uninterrupted, error free, secure, free of Malicious Code, compatible with your systems, or fit for any particular purpose. 
(b) To the maximum extent permitted by Law, PEXA Clear excludes all representations, warranties and guarantees not expressly set out in these Terms and Conditions. To the extent PEXA Clear is required to comply with a non-excludable condition, guarantee or warranty, your sole remedy and PEXA Clear's entire liability is limited to the re-supply or modification of LES, or the cost of doing so. 

8. LIMITATION OF LIABILITY 
(a) Neither party is liable for any indirect, special, consequential, exemplary, punitive or incidental loss or damage, or for any loss of revenue, profits, goodwill, data, business, opportunity or anticipated savings, arising out of or in connection with these Terms and Conditions or LES, whether in contract, tort including negligence, statute or otherwise. 
(b) Subject to paragraph 8(a) and applicable Law, PEXA Clear's aggregate liability to you and any third party arising out of or in connection with these Terms and Conditions or LES is limited to the Fees paid by you to PEXA Clear for LES in the 12 months before the event giving rise to liability. 

9. TERM AND TERMINATION 
(a) These Terms and Conditions apply from the Commencement Date and continue until the End Date, unless terminated earlier. If no End Date is specified, they continue until terminated in accordance with this clause. 
(b) Either party may terminate your access to LES by giving at least 30 Business Days' written notice. PEXA Clear may terminate or suspend access immediately if you breach these Terms and Conditions, fail to pay undisputed Fees when due, create a security or service integrity risk, cease to satisfy the Eligibility Criteria, or if PEXA Clear ceases to offer LES or replaces it with another service. 
(c) On termination, your right to use LES immediately ceases. Termination does not affect accrued rights, unpaid Fees, or any clauses which by their nature survive termination, including clauses 3, 5, 6, 7, 8 and 10. 

PART C - GENERAL 
10. GENERAL 
(a) Except where urgent interim relief is sought, a party must not commence court proceedings for a dispute arising out of or relating to these Terms and Conditions unless it has first given written notice of the dispute and the parties have attempted in good faith to resolve it for at least 20 Business Days. 
(b) Notices to PEXA Clear must be sent to the PEXA Legal Team at Level 16, Tower 4, 727 Collins Street, Docklands VIC 3008 or service@pexa.com.au, or any replacement contact notified by PEXA Clear. Notices to you may be sent to the contact details provided during onboarding, via the PEXA Clear Service or in PEXA Clear's records. 
(c) These Terms and Conditions are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and courts competent to hear appeals from those courts. 
(d) Each party must comply with applicable Law, pay its own costs, do anything reasonably necessary to give effect to these Terms and Conditions, and is not liable for delay or failure caused by an event beyond its reasonable control. A right may only be waived in writing. If a provision is unenforceable, it is severed to the extent necessary. These Terms and Conditions contain the entire agreement about LES and supersede prior understandings about LES. 

PART D - DEFINITIONS 
Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for general banking business in Victoria, Australia. 
Commencement Date means the date your access to LES commences, or any other date notified or agreed by PEXA Clear in writing. 
Confidential Information means non-public information disclosed by one party to the other in connection with LES, including LES, the LES Protocol, technical specifications, security requirements, pricing, business information and any information identified as confidential, but excluding information that is public other than by breach, independently developed, or rightfully received from a third party. 
Eligibility Criteria means the eligibility criteria notified by PEXA Clear, including that you hold valid and active PEXA Exchange User Credentials, have a shared user base with the PEXA Exchange, and operate within or provide products or services related to the property transaction ecosystem. 
End Date means the end date notified or agreed by PEXA Clear in writing, or if none is specified, the date these Terms and Conditions are terminated. 
Fees means the fees (if any) for LES notified by PEXA Clear in writing, in a quote, order form, onboarding document, invoice or via the PEXA Clear Service  
Intellectual Property means all present and future intellectual property rights conferred by statute, common law or equity, whether registered or unregistered. 
Law means any applicable law, statute, regulation, rule, code, order, authority requirement or legally binding direction. 
LES or Logon with Exchange Service means the PEXA Clear authentication service that enables users to authenticate to the PEXA Clear Service using their PEXA Exchange User Credentials. 
LES Protocol means the authentication protocol and related technical requirements notified or agreed by PEXA Clear, which may include OpenID Connect, OAuth 2.0, SAML or another agreed standard. 
Malicious Code means a virus, worm, trojan horse, ransomware, spyware, back door, time bomb, logic bomb or other code or routine that may damage, disable, impair, disrupt or permit unauthorised access to LES or any system or data. 
PEXA Clear means PEXA AML Pty Ltd ACN 648 626 699 trading as PEXA Clear of Tower 4, Level 16, 727 Collins Street, Docklands VIC 3008. 
PEXA Clear Service means the Anti money laundering and counter terrorism compliance service provided by PEXA Clear. 
PEXA Exchange means the electronic lodgement network for e-conveyancing operated by Property Exchange Australia Ltd. ACN 140 677 792 of Tower 4, Level 16, 727 Collins Street, Docklands VIC 3008. 
PEXA Exchange User Credentials means credentials issued or recognised for a user to log on to the PEXA Exchange. 
Personal Information means the meaning given in the Privacy Act 1988 (Cth). 
Privacy Laws means laws relating to the collection, use, disclosure, storage, security or access to Personal Information, including the Privacy Act 1988 (Cth). 
Term means the period from the Commencement Date to the End Date. 
you or your means the person or organisation that registers for, accesses or uses LES, including an Integrating Partner and its users, as the context requires.