1. About These Terms

These Terms of Service ("Terms") govern your access to and use of Tranche ("Service"), a software platform operated by Tranche (ABN 80 181 166 415), an Australian business ("we", "us", or "our"). The Service is accessible at https://tranchehq.com.au.

By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

2. Eligibility

The Service is intended for use by Australian law firms, conveyancing practices, real estate agencies, and other entities that are "reporting entities" under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006(Cth) ("AML/CTF Act"). You represent that you are authorised to bind your firm to these Terms and that your use of the Service complies with all applicable laws.

3. Description of Service

Tranche provides tools to assist reporting entities in meeting their obligations under the AML/CTF Act, including:

• Generation of AML/CTF Program documentation (Part A and Part B);
• Automated analysis of bank statements for Source of Wealth (SoW) verification;
• Integration with identity verification services for customer due diligence (KYC); and
• Management of client verification records.

The Service is a workflow and documentation tool. It does not constitute legal advice, and no solicitor-client relationship is formed by your use of the Service.

4. Subscriptions and Payment

Access to the Service requires a paid subscription. Plans and pricing are published on the Tranche pricing page. All prices are in Australian dollars (AUD) and are inclusive of GST unless otherwise stated.

Free trial. New accounts receive a 14-day free trial. A valid payment method is required at signup. No charge is made until the trial ends. You may cancel at any time during the trial without being charged.

Billing. Subscriptions are billed in advance on a monthly or annual basis via Stripe. You authorise us to charge your nominated payment method on each renewal date. Failure to pay may result in suspension or termination of your account.

Cancellation and refunds. You may cancel your subscription at any time through the billing portal. Cancellation takes effect at the end of the current billing period. We do not provide pro-rata refunds for unused portions of a billing period, except as required by Australian Consumer Law.

5. Acceptable Use

You must not use the Service to:

• Violate any applicable law or regulation;
• Process data belonging to clients of firms other than your own without authorisation;
• Upload fraudulent, forged, or tampered documents;
• Circumvent, reverse-engineer, or interfere with the Service or its security controls;
• Resell or sublicence access to the Service without our written consent; or
• Use the Service in a manner that could expose us to regulatory or legal liability.

6. Intellectual Property

All intellectual property in the Service, including software, branding, and generated document templates, is owned by or licenced to Tranche. You are granted a limited, non-exclusive, non-transferable licence to use the Service for your internal compliance purposes during the subscription term.

Documents and reports generated by the Service (such as your AML/CTF Program Manual and SoW analysis reports) are yours to use for their intended compliance purpose. We retain no rights to the content you input into the Service.

7. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and processing of data as described in that policy.

You are responsible for ensuring that you have obtained all necessary consents from your clients before submitting their personal information (including identity documents and financial records) to the Service.

8. Compliance Disclaimer

Tranche is designed to assist you in meeting your AML/CTF obligations, but compliance with the AML/CTF Act is your responsibility. We do not guarantee that use of the Service will result in full regulatory compliance, that AUSTRAC will accept any documentation generated by the Service, or that the Service will identify all instances of money laundering or fraud.

You should engage qualified legal counsel to review your AML/CTF Program and compliance arrangements.

9. Limitation of Liability

To the maximum extent permitted by law, our total liability to you for any loss or damage arising out of or in connection with the Service is limited to the fees paid by you in the three months preceding the event giving rise to the claim.

We are not liable for any indirect, incidental, special, consequential, or punitive loss, including loss of profits, data, or business opportunity, whether or not we have been advised of the possibility of such loss.

Nothing in these Terms excludes, restricts, or modifies any right or remedy you may have under the Australian Consumer Law that cannot be excluded.

10. Termination

We may suspend or terminate your access to the Service immediately if you breach these Terms, fail to pay fees when due, or if we are required to do so by law. You may terminate your account at any time by cancelling your subscription and deleting your account through the settings page.

Upon termination, your right to access the Service ceases. We will retain your data for the period required by applicable law (including AUSTRAC's seven-year record-keeping requirement) and then delete it in accordance with our Privacy Policy.

11. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or by a prominent notice within the Service at least 14 days before the change takes effect. Your continued use of the Service after that date constitutes acceptance of the updated Terms.

12. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales for any dispute arising under these Terms.

13. Contact

For questions about these Terms, please contact us at legal@tranchehq.com.au.