AML/CTF Subscription Terms

These AML/CTF Subscription Terms (the “Subscription Terms”) apply to your subscription to, and use of, the Platform’s AUSTRAC AML/CTF compliance tooling. They supplement the general Propter Terms and Conditions available at www.propter.com.au/terms (the “Master Terms”). To the extent of any inconsistency between these Subscription Terms and the Master Terms in respect of the AML/CTF compliance tooling, these Subscription Terms prevail. The Privacy Policy at www.propter.com.au/privacy applies to all use of the Platform and forms part of the agreement between you and Propter.

These Subscription Terms are between you and Propter Pty Ltd (ABN 72 688 584 821), a company registered in Australia with its registered office at 151 New South Head Road, Vaucluse NSW 2030 (“Propter”, “we”, “us”, “our”).

By clicking “I agree” on signup, or by accessing or using the Platform’s AML/CTF tooling, you confirm that you have read, understood, and agreed to be bound by these Subscription Terms, the Master Terms, and the Privacy Policy. If you do not agree, do not click “I agree” and do not use the AML/CTF tooling.

1. About you

By agreeing to these Subscription Terms, you confirm that:

• you are at least 18 years old and have legal capacity to enter into this agreement;
• the information you provide on signup is accurate, current, and complete, and you will keep it up to date;
• you hold a current, valid real estate agent’s licence in your Australian state or territory (or are otherwise authorised to use the Platform’s tools); and
• you will use the Platform only for legitimate real estate business purposes.

If you are signing up on behalf of a business, agency, or other legal entity, you confirm that you have full authority to bind that entity to these Subscription Terms, and you and that entity are jointly and severally liable for performance of all obligations under these Subscription Terms. Section 5 sets out further reps and warranties about your authority and the AML/CTF Reporting Entity allocation.

2. What Propter does

Propter is a software-as-a-service platform for real estate professionals. The Platform may include property search and discovery (including AI-powered search), valuation tools, AI agents and AI voice agents (including the Maya voice agent), customer relationship management (CRM) tools, and AUSTRAC AML/CTF compliance tooling powered by Sum and Substance Ltd t/a Sumsub (“Sumsub”).

Propter is not a real estate agent, lawyer, financial adviser, credit provider, or insurer. Propter does not provide legal, financial, taxation, valuation, or other professional advice. Nothing on the Platform is professional advice — obtain your own.

3. Subscription and fees

Your subscription and the per-check fees are:

Payment processing. Fees are processed by one of our payment partners — Stripe Payments Australia Pty Ltd (“Stripe”) or Zai Payments Australia Pty Ltd t/a Zai Australia (“Zai”) (each a “Payment Provider”). The Payment Provider applicable to your subscription is the provider made available to you at signup. We may change the Payment Provider, or migrate your subscription between Payment Providers, on notice to you. When you provide payment details, those details are processed and stored directly by the relevant Payment Provider in a PCI DSS compliant environment. Propter does not store your payment card or bank account details. Subscription fees are held by the relevant Payment Provider (and its banking partners) until they are remitted to Propter as Propter’s revenue.

Auto-renewal. Your subscription automatically renews each year at the then-current price unless you cancel before the end of your current term. We will notify you by email at least 30 days before each renewal. You can cancel at any time through your account settings or by emailing us at support@propter.com.au.

AML/CTF check fees. Each AML/CTF check is charged when the check is completed (i.e. when identity verification, screening, and biometric verification have been performed by Sumsub through the Platform). Failed or abandoned checks are not charged. Re-running a check on the same individual will be charged as a new check.

Failed payments. If a payment fails, we will notify you and may request an alternative payment method. We may suspend access to the Platform until the outstanding payment is resolved. You remain liable for the underlying amount.

Refunds. Subscription fees and check fees are non-refundable, except where the Australian Consumer Law (or other law that cannot be excluded) requires a refund, where we agree in writing to a refund (for example, on mutual termination), or where we have charged a fee in error. If you cancel mid-term, the cancellation takes effect at the end of your current paid period — no pro-rata refund applies. The detailed refund and dispute process is in section 7.

Price changes. We may change subscription or check fees on at least 30 days’ written notice before your next renewal. If you do not accept the new pricing, you can cancel before renewal and you will not be charged.

Taxes. Listed prices are inclusive of GST. You are responsible for any other taxes applicable to your use of the Platform.

4. AI Tools

The Platform includes AI-powered features (search, valuation, AI agents, AI voice agents) (collectively, “AI Tools”). AI Tools generate outputs based on probabilistic models. Outputs may be inaccurate, incomplete, biased, or misleading.

You must independently verify any AI output before relying on it for any business, transactional, or compliance decision. AI outputs are not legal, financial, taxation, valuation, compliance, or other professional advice.

If you configure or authorise an AI agent or AI voice agent (including Maya) to act on your behalf — for example, to make outbound calls, send messages, schedule appointments, follow up with prospects, or interact with clients — you direct Propter to operate that AI agent on your behalf and you are solely responsible for everything it does. You must:

• comply with the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Privacy Act 1988 (Cth), the Telecommunications Act 1997 (Cth), the Australian Consumer Law, and Australian state and territory laws on call recording;
• disclose to counterparties that they are interacting with an AI agent where required by law or by applicable industry codes; and
• ensure all parties to a recorded call are notified, and have provided any consent required, under applicable Australian state and territory laws.

Property valuations. Property valuation estimates generated by the Platform are produced by automated valuation models and are estimates only. They are not a substitute for, and do not constitute, a valuation provided by a licensed valuer. You must not rely on a Platform-generated valuation as the sole basis for any lending, investment, sale, purchase, taxation, or other decision.

To the maximum extent permitted by law, Propter makes no warranty about the accuracy, completeness, or fitness for purpose of any AI output.

5. AML/CTF — your obligations

5.1 Reporting Entity status

The Platform’s AML/CTF tools are designed to support your own customer due diligence and reporting obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (the “AML/CTF Act”), which applies to real estate professionals from 1 July 2026. You confirm that you are responsible for AML/CTF compliance in respect of your use of the Platform. Specifically:

• If you operate as a sole trader or sole-licensed agent (running your own real estate business under your own licence), you are the Reporting Entity under the AML/CTF Act. You are responsible for your own AML/CTF program, AUSTRAC enrolment, customer due diligence, and submitting any reports (including TTRs and SMRs) AUSTRAC requires from you.
• If you operate under an agency’s licence, your agency is the Reporting Entity. By clicking “I agree”, you confirm that either (i) your agency has authorised you to enter into these Subscription Terms on its behalf, including this section 5; or (ii) your agency will enter into a separate written agreement with Propter that will supersede these Subscription Terms in respect of your account once signed.

5.2 Authority, joint liability, and KYB verification

Where you sign up on behalf of an agency or other legal entity, you represent and warrant that you have full authority to bind that entity to these Subscription Terms. You and the entity you represent are jointly and severally liable for all obligations under these Subscription Terms, including all Fees, all indemnities, and all AML/CTF responsibilities.

You consent to entity verification (Know Your Business or “KYB”) in accordance with our Customer Due Diligence Procedures, including verification of your ABN, ACN, real estate licence, directors, and ultimate beneficial owners (UBOs). Propter may delay activation of, or limit access to, AML/CTF features until KYB is completed to Propter’s reasonable satisfaction.

If a person purports to enter into these Subscription Terms on behalf of an entity without authority, that person is personally liable to Propter as if they had entered into these Subscription Terms in their own capacity.

5.3 AUSTRAC enrolment evidence

Once AUSTRAC enrolment obligations commence on 1 July 2026, you must, on request, provide evidence of your AUSTRAC enrolment (or your agency’s enrolment, where applicable) within a reasonable timeframe. Propter may limit, suspend, or terminate access to AML/CTF features if your enrolment cannot be confirmed, and may report non-enrolment to AUSTRAC where required by law.

5.4 No reliance arrangement

Propter is not a Reporting Entity in respect of your use of the Platform’s AML/CTF tooling. Propter does not act as a “relied upon entity” within the meaning of the AML/CTF Act unless we expressly agree to do so in writing.

Propter does not certify, endorse, or guarantee the regulatory sufficiency of any individual customer file or report you produce using the Platform. Whether your AML/CTF program, customer due diligence records, and reports satisfy your obligations under the AML/CTF Act is a matter for you and AUSTRAC.

6. Acceptable use

You may use the Platform for legitimate real estate business purposes consistent with your licensed activities. You must not use the Platform to:

• break the law, including the AML/CTF Act, the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Australian Consumer Law, or the real estate licensing laws of any Australian state or territory;
• facilitate money laundering, terrorism financing, fraud, sanctions breaches, or any other illegal activity;
• conduct any transaction outside the scope of your real estate licence or your authority to act;
• provide false, inaccurate, misleading, or incomplete information to the Platform, including in identity verification, customer due diligence, or any AUSTRAC-related workflow;
• attempt to bypass, disable, or circumvent any security feature, access control, or usage restriction of the Platform;
• attempt to gain unauthorised access to the Platform, any underlying infrastructure, or any other user’s data;
• reverse engineer, decompile, or disassemble the Platform, except to the extent permitted by law;
• use any robot, scraper, crawler, or other automated means to access or extract data from the Platform, except where we expressly permit this through an API we make available to you;
• interfere with the operation of the Platform, including by sending malware, denial-of-service traffic, or other harmful code;
• share your account credentials, or allow access to the Platform by anyone who is not an authorised user under your account;
• upload to, or transmit through, the Platform any content that is unlawful, defamatory, obscene, threatening, or that infringes any third-party right;
• send spam, unsolicited communications, or other communications in breach of the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), or any equivalent law;
• request, accept, or make any payment for services facilitated through the Platform outside of the Platform or outside of a Payment Provider’s payment infrastructure; or
• use the Platform in any way that could reasonably be expected to bring Propter or our partners (including Stripe, Zai, and Sumsub) into disrepute.

If you breach this section 6, we may ask you to stop the conduct, suspend your access while we investigate, terminate your access and your subscription, report the breach to a regulator, payment partner, or law enforcement where required by law or where we reasonably consider it appropriate, and recover any costs, fees, or losses we incur as a result, to the extent permitted by law. We will give you reasonable notice and an opportunity to fix the breach where it is reasonable to do so. We may act without notice in cases of serious or urgent breach, including suspected fraud, money laundering, security threats, or where required by a regulator or court.

7. Refunds, billing disputes, and chargebacks

7.1 Refund position

Subscription fees and AML/CTF check fees are non-refundable, except where: (a) the Australian Consumer Law (or other applicable law that cannot be excluded by agreement) requires a refund; (b) Propter and you agree in writing that a refund will be paid (for example, in connection with mutual termination); or (c) Propter has charged a fee in error and we agree on the amount to be refunded.

If you cancel your subscription mid-period, the cancellation takes effect at the end of the then-current paid billing period. You retain access to the Platform until the end of that period. No pro-rata refund applies for the unused portion of the period.

Where a refund is approved, Propter records the approval, the amount, and the basis of the refund, and instructs the relevant Payment Provider to process the refund to the original payment method. The actual time taken for funds to reach your account is determined by the Payment Provider and the underlying banking and card scheme arrangements, which are not within Propter’s direct control.

7.2 Australian Consumer Law

Nothing in these Subscription Terms excludes, restricts, or modifies any right or remedy available to you under the Australian Consumer Law or any other law that cannot be excluded, restricted, or modified by agreement. Where the Australian Consumer Law applies and a guarantee, warranty, term, or condition is implied or imposed, Propter’s liability for breach is limited, to the extent permitted by law, to the remedies in section 64A of Schedule 2 to the Competition and Consumer Act 2010 (Cth), at our choice.

7.3 Disputed charges

If you believe that a charge is incorrect, contact Propter at support@propter.com.au within 30 days of the invoice or charge date. We will investigate the dispute and respond within 14 days of receiving your dispute notice. If we agree the charge is incorrect, we will adjust the charge or process a refund in accordance with section 7.1. If we do not agree, we will explain the basis for the charge in writing and invite you to raise the matter through the complaints process in section 12.

7.4 Chargebacks

If you initiate a chargeback through your card issuer or bank in respect of a charge, the chargeback is handled in accordance with the relevant card scheme rules or banking rules, as administered by the relevant Payment Provider. Propter will respond to the chargeback through that Payment Provider’s processes. You authorise the relevant Payment Provider to give effect to mandatory reversals and refunds, including by direct debit from your nominated account where you have authorised this.

Where a chargeback is upheld and you continue to use the Platform, you remain liable for the underlying fees. We may suspend access pending resolution. Where you raise a chargeback in circumstances that, in our reasonable opinion, are not bona fide, we may dispute the chargeback and recover associated costs (including any chargeback fees imposed by a Payment Provider or by the card scheme) from you.

8. Your account and security

You are responsible for everything that happens under your account. You must:

• keep your login credentials confidential and not share them with anyone else;
• use a strong, unique password and enable multi-factor authentication where the Platform offers it;
• notify us immediately at support@propter.com.au if you become aware of any actual or suspected unauthorised access to, or use of, your account; and
• ensure that any device you use to access the Platform is reasonably secure and free of malware.

You must hold and maintain a current, valid real estate agent’s licence (or other appropriate authorisation) for each Australian state or territory in which you operate. You must tell us promptly if your licence is suspended, varied, or revoked, or if you become the subject of a regulator action that affects your ability to operate as a real estate agent.

9. Your data and privacy

We handle your personal information in accordance with our Privacy Policy, which is available at www.propter.com.au/privacy and forms part of the agreement between you and Propter. Key points:

• Customer data and Platform data are hosted in Australia (AWS Sydney region) and are not replicated outside Australia.
• Sumsub processes biometric and identity verification data on dedicated secure infrastructure under Standard Contractual Clauses or equivalent cross-border transfer safeguards consistent with APP 8 of the Privacy Act, with onward transfers within the Sumsub group and to its sub-processors as needed to deliver verification services.
• Stripe (where used as a Payment Provider) may process and transfer payment information outside Australia, including to the United States, in accordance with appropriate cross-border transfer safeguards.
• Third-party AI service providers that power our AI Tools may process personal information outside Australia under appropriate cross-border transfer safeguards.
• We retain AML/CTF verification records for 7 years to meet legal requirements, and other records for the periods set out in the Privacy Policy.
• On cancellation, you can export your Platform data within 90 days through your account settings or on request. After that period, we may delete or de-identify your Platform data, subject to records we are required to retain by law.

10. Suspension and termination

This agreement starts when you click “I agree” and continues until cancelled or terminated.

You can cancel any time through your account or by contacting support@propter.com.au. Cancellation takes effect at the end of your current paid period. No pro-rata refund applies.

We may suspend or terminate your access if you breach these Subscription Terms (with notice and a chance to fix it where reasonable), if you do not pay, if we reasonably suspect fraud, money laundering, or unlawful activity, if your real estate licence is suspended or revoked, if your AUSTRAC enrolment is revoked or cannot be confirmed, if a Payment Provider requires us to, or if we are required to by a regulator or court.

Migration to a written agreement. If your agency enters into a separate written agreement with Propter that covers your use of the Platform, that agreement supersedes these Subscription Terms in respect of your account, except for your personal obligations under sections 6 (Acceptable use), 8 (Your account and security), and 11 (Your indemnity). We will notify you if this happens. You will continue to use your account in accordance with the new agreement and any related policies.

On termination, your right to access and use the Platform ceases. Outstanding fees remain payable. Pending charges may be cancelled, completed, or reversed in accordance with section 7. The following sections survive termination: 5 (AML/CTF), 7 (Refunds), 9 (Data and privacy, including 7-year record retention), 11 (Your indemnity), 12 (Disclaimers and liability), 13 (Complaints), and 14 (General).

11. Your indemnity

To the maximum extent permitted by law, you indemnify, and agree to keep indemnified, Propter and its officers, directors, employees, agents, contractors, and service providers (each an “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, costs, fines, penalties, and expenses (including reasonable legal fees on a solicitor and own client basis) suffered or incurred by an Indemnified Party arising out of, or in connection with:

• your use, or any use under your account, of the Platform;
• your breach of these Subscription Terms, the Master Terms, or the Privacy Policy;
• your breach of any applicable law or regulation, including the AML/CTF Act, the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Telecommunications Act 1997 (Cth), the Australian Consumer Law, or any real estate licensing law of any Australian state or territory;
• any inadequacy in your AML/CTF program, customer due diligence, transaction monitoring, or AUSTRAC reporting (including any TTR or SMR you submit or fail to submit);
• any failure by you to obtain consents required for the use of AI Tools (including AI voice agents) or to make required disclosures to counterparties;
• any content or information you submit through the Platform; or
• your infringement of the rights of any third party.

This indemnity survives termination of these Subscription Terms. Where you have signed up on behalf of an agency or other legal entity, you and that entity are jointly and severally liable under this indemnity. Propter will give you reasonable notice of any claim covered by this indemnity, allow you to participate in the defence of the claim at your cost, and not settle a claim covered by this indemnity without your prior written consent (not to be unreasonably withheld).

12. Disclaimers and liability

As-is. The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Propter makes no representations or warranties of any kind, express or implied, regarding the Platform, including as to accuracy, completeness, reliability, suitability, or availability. We do not guarantee that the Platform will be uninterrupted, error-free, or free from viruses or other harmful components.

No professional advice. Nothing on the Platform constitutes legal, financial, taxation, investment, valuation, compliance, or other professional advice. Any information provided through the Platform (including property valuations, search results, and compliance tools) is for general informational and operational purposes only. You should obtain independent professional advice before making any decision based on information from the Platform.

Liability cap. To the maximum extent permitted by law, Propter’s total aggregate liability to you for all claims arising out of or in connection with these Subscription Terms or the Platform (whether in contract, tort, statute, or otherwise) is limited to the total fees you have paid to Propter in the 12 months immediately preceding the event giving rise to the claim.

Excluded losses. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, loss of business opportunity, loss of goodwill, or loss of data, regardless of whether such damages were foreseeable.

Force majeure. Neither party is liable for failure or delay in performing its obligations under these Subscription Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including natural disasters, pandemics, acts of government, civil unrest, war, strikes, or failures of telecommunications, internet, or upstream service providers. The affected party will notify the other promptly and use reasonable efforts to resume performance.

Australian Consumer Law. Nothing in these Subscription Terms excludes any consumer guarantee or right under the Australian Consumer Law that cannot be excluded by agreement. Where the Australian Consumer Law applies and we breach a guarantee, our liability is limited to the remedies in section 64A of Schedule 2 to the Competition and Consumer Act 2010 (Cth), at our choice.

13. Complaints

If you have a complaint about Propter, the Platform, or any matter connected with the services we provide, contact us at support@propter.com.au. A complaint should include your name and contact details, your account reference, a description of the issue and any relevant background, any supporting information, and the outcome you are seeking.

We will acknowledge your complaint within 5 business days and aim to provide a substantive response within 30 business days. If your complaint is complex and requires more time, we will keep you informed of progress and the expected timeframe.

Where a complaint is not resolved to your satisfaction, you may:

• for privacy-related complaints (handling of personal information): contact the Office of the Australian Information Commissioner (OAIC) at www.oaic.gov.au, by phone on 1300 363 992, or by email to enquiries@oaic.gov.au;
• for consumer-protection complaints: contact the Australian Competition and Consumer Commission (ACCC) at www.accc.gov.au, or the consumer protection authority in your state or territory; and
• for any other matter: pursue the dispute through such other channels as may be available, including the courts of New South Wales (which have non-exclusive jurisdiction in respect of disputes under these Subscription Terms).

Where your complaint relates wholly or substantially to a payment processed by a Payment Provider, we will redirect you to that Payment Provider’s complaint process and assist you in identifying the appropriate channel.

14. General

Governing law. These Subscription Terms are governed by the laws of New South Wales, Australia. You agree to the non-exclusive jurisdiction of the courts of New South Wales and any courts which may hear appeals from those courts.

Changes to these Subscription Terms. We may update these Subscription Terms from time to time. We will post the revised Subscription Terms on the Platform, update the version date, and notify you by email at least 30 days before the changes take effect. If you do not accept the changes, you can cancel before they apply. Continuing to use the Platform after the effective date means you accept the updated Subscription Terms.

Whole agreement. These Subscription Terms, together with the Master Terms and the Privacy Policy, constitute the entire agreement between you and Propter on this subject and replace any earlier representations or understandings. In the event of inconsistency, these Subscription Terms prevail in respect of the AML/CTF compliance tooling.

Assignment. You may not transfer this agreement to anyone else without our written consent. Propter may transfer or assign this agreement to an affiliate or as part of a corporate restructure, merger, or sale on 30 days’ notice to you.

Independent contractors. We are independent of each other — nothing in these Subscription Terms creates a partnership, agency, joint venture, or employment relationship between us.

Severability. If any provision of these Subscription Terms is held to be invalid or unenforceable, the remaining provisions continue in force.

Notices. We will send notices to the email address associated with your account. Notices to Propter should be sent to support@propter.com.au or to the registered office address below.

Contact. Propter Pty Ltd, ABN 72 688 584 821, 151 New South Head Road, Vaucluse NSW 2030, Australia. Email: support@propter.com.au. Phone: 1300 154 464. Web: www.propter.com.au.

By clicking “I agree” you confirm you have read, understood, and accepted these Subscription Terms, the Master Terms, and the Privacy Policy.