TERMS OF USE

Welcome to Breakawave Pty Ltd. In these terms, we also refer to Breakawave Pty Ltd as “Company”, “our”, “we”, or “us”. And you are you!

What are these terms about?

These terms apply when you use this website, being https://www.breakawave.com.au/, https://www.breakawave.com, and any other websites or digital platforms we operate with the same domain name and a different extension (“Website” or "Platform").

They also apply when you use our platform to identify value-add service opportunities, register as a business to fulfill service demands or purchase products or services from our Partners (“Partners").

Furthermore, to use this Website, engage in any of the storefront or marketplace activities, or to be eligible to register for any service where you may receive payments from the Company, you must be at least eighteen (18) years of age and possess the legal capacity to enter into a binding contract in your jurisdiction.

By creating an account on our Website, using this Website, or engaging in any services facilitated by or offered directly by the Company (including those that may lead to payments from the Company), you represent and warrant that you are at least 18 years old and meet all eligibility requirements stated in these terms.

Our Privacy Policy, which outlines how we handle data under current Australian standards, can be found here: www.breakawave.com/privacy-policy. By using the platform, you agree to be bound by it.

Please also note that specific disclaimers and conditions apply when You request introductions to Partners offering financial services, as detailed further in these Terms.

How do I read these terms?

We separated these terms into four parts, so they are easy to read and understand. Those parts are:

• Part A: Terms for Users or Businesses earning from successful commercial connections made through the Breakawave platform.
• Part B: Terms for when you match with, connect with, and buy Partner’s Offerings or a Purchased Service(s) (applies when you buy or accept matches).
• Part C: Terms for when you browse and interact with this Website (applies when you browse).
• Part D: Liability and warranties, and interpretation provisions (applies to all users across the platform).

Please let us know if you have any questions about these terms, and don’t continue using this Website or participating in our commercial network unless you have read and agree to these terms.

I’ve returned to your Website, do I need to read these terms again?

We may change any part of these terms at any time by updating this page of the Website, so you may find that different terms apply next time you use this Website or interact with our marketplace. You can check the date at the top of this page to see when we last updated these terms.

Part A: Connection & Commercial Rewards Program

Part A applies to any registered User, including individuals (“Users”), independent commercial entities (“Businesses”), and Partners acting in a referral capacity, who participates in Breakawave’s ecosystem to identify commercial value-add opportunities, submit leads, or leverage tracking mechanisms (“Connection Links” or "Platform Introductions") provided by the Company (“Reward Program”).

1. Eligibility for the Rewards Program

To participate in the Rewards Program and be eligible to receive commercial connection payments, You must:

• (a) Be at least eighteen (18) years of age and possess full legal capacity to enter into binding business contracts.
• (b) Maintain an active, valid, and uncompromised account with the Company.
• (c) Agree to and comply with all terms outlined in these Terms of Use, including this Part A and all other applicable Parts.
• (d) The Company reserves the right, in its sole discretion, to approve, deny, suspend, or terminate any User’s or Business's participation in the Rewards Program at any time, with or without cause.

2. Special Conditions for Referrals to Financial Partners

• (a) You acknowledge that when You facilitate an introduction to Partners offering financial advice, mortgage broking, wealth advisory, or other regulated financial services (“Financial Partners”), the Company is not providing any such financial advice or service itself.
• (b) All Financial Partners are independent third parties, solely responsible for any advice or services they provide, their licensing, and their compliance with applicable laws and regulations.
• (c) When referring to Financial Partners, You must act responsibly and ensure You do not misrepresent their services or imply that the Company endorses specific financial advice.
• (d) It remains the responsibility of the end-user (the referred party) to conduct their own due diligence before engaging any Financial Partners, including verifying their licenses (AFSL/ACL), reviewing their FSG/Credit Guide, and assessing their suitability.

3. Nature of Service and Successful Connections

• (a) The Reward Program allows Users and Businesses to earn payments by identifying market demands and facilitating “Successful Connections.” A “Successful Connection” is defined as a genuine, verified client or commercial entity who explicitly engages with, contracts with, and/or purchases services from an onboarded Partner, where such engagement is directly attributable to a unique Connection Link, Platform Introduction, or digital submission form validated by the Company.
• (b) By participating in the Rewards Program, You act strictly as an independent contractor or commercial partner. These terms do not create any employment, legal agency, fiduciary, or joint venture relationship between You and the Company.

4. Payment Terms

• (a) Payment Calculation: Payments for Successful Connections (“Rewards Payments”) will be calculated based on rates, percentages, or fixed fee matrices determined by the Company and published within the Breakawave Platform. The Company reserves the right to adjust these commercial structures with reasonable notice.
• (b) Conditions for Payment: Rewards Payments are strictly contingent upon:
  • (i) The connection meeting all criteria for a “Successful Connection” as defined by the Platform.
  • (ii) Definitive validation and clearance of the connection milestone by both the Company and the target Partner.
  • (iii) Successful receipt by the Company of the corresponding platform/success fee from the Partner.
  • (iv) Your absolute compliance with these Terms of Use.
• (c) Payment Schedule: Verified Rewards Payments will typically be processed by the Company on a fortnightly basis, within 14 days following the secure collection and clearance of the success fee from the respective Partner.
• (d) Payment Method: Payments will be executed via PayID or other integrated digital transaction methods supported by the Platform. You are solely responsible for inputting and maintaining accurate electronic financial data. Failure to do so may result in delayed, expired, or forfeited payments. Any processing or administrative fees associated with your chosen bank transfer method are your responsibility.
• (e) Currency: All transactions and Rewards Payments are handled exclusively in Australian Dollars (AUD).
• (f) Disputes: Disputes regarding Reward Calculations must be submitted to the Company in writing within 30 days of the disputed payout execution or expected cycle. The Company will investigate discrepancies in good faith, and its internal logs shall serve as the definitive record.
• (g) Invalid and Suspicious Connections: The Company retains absolute discretion to withhold, reverse, or claw-back Rewards Payments for data connections flagged as fraudulent, self-referrals designed to game the system, junk entries, or activities executing breaches of professional conduct.

5. User Obligations and Representations as a Connector

• (a) Compliance with Laws: You agree to conduct all connection and outreach activities in compliance with all applicable laws, regulations, and consumer standards in Australia. This includes strict adherence to the Spam Act 2003 (Cth) (no unsolicited commercial messaging) and clear disclosures where required if your connection activities constitute a commercially incentivized endorsement.
• (b) Honest Representation: You must not misrepresent the capabilities, pricing, scope, or background of the Company, its Platform, or its curated network of Partners. All marketing and descriptive communications must be fair, accurate, and non-deceptive.
• (c) Intellectual Property Boundaries: You are granted a limited, revocable right to use platform links and authorized assets for connection purposes, but you must not utilize Breakawave’s or any Partner’s trademarks, brands, or trade dress in unapproved standalone marketing campaigns without written consent.
• (d) Tax Obligations: You acknowledge and agree that you operate as a separate entity and are solely responsible for addressing your own tax liabilities (including corporate or personal income tax, payroll obligations, and GST reporting where applicable) stemming from payouts received under the Reward Program.

Part B: Marketplace Terms (For When You Connect & Transact)

1. Partner's Offerings

• (a) The Company operates an introductory network, actively onboarding specialized businesses and Partners to fulfill professional and corporate demands identified on our Platform.
• (b) You acknowledge and agree that:
  • (i) If you agree to purchase a product or engage a service from an onboarded Partner via our introduction, that transaction constitutes a direct, separate contract between you and that Partner.
  • (ii) The terms, service levels, scopes of work, and guarantees relating to those services are strictly negotiated between you and the Partner.
  • (iii) The Company operates as a matching and introduction medium. While we perform high-level curation of the businesses on our platform, we do not issue legal warranties regarding their eventual performance, output, or operational accuracy, and we are not a party to your operational contracts with them.
• (c) All payment obligations resulting from service delivery will be settled between you and the Partners, save for any upfront introduction credits or administrative fees processed through our Website.

2. Cancellations (Relating to Partner Offerings)

• (a) The Company will have no liability or obligation to you if an onboarded Partner cancels an arrangement, defaults on service delivery, or fails to meet deadlines. You will not be entitled to claim financial compensation from the Company for such defaults.
• (b) If you seek to cancel a matched project before performance has commenced, you must work through the cancellation policies of that specific Partner directly.

3. Purchased Service(s) (Services purchased directly from the Company)

• (a) Scope of Service: If you purchase specific digital access, validation packages, consultation blocks, or connection credits directly from our platform (“Purchased Service(s)”), the benefits, parameters, and limitations are restricted to the options displayed at checkout.
• (b) Fees and Payment: Applicable platform fees are displayed transparently on the Website in Australian Dollars (AUD). Full payment is required upfront via our secure infrastructure before digital allocations, account upgrades, or scheduling privileges are unlocked.
• (c) No Automatic Renewal: Unless expressly designated at check-out as a recurring service or subscription model, individual Purchased Services do not auto-renew.
• (d) Consultations and Refund Disclosures: If a Purchased Service includes a specific strategy or advisory consultation session ("Consult") directly with a Breakawave staff member, those fees are structured as non-refundable once preparatory platform work has begun or the session time initiates, subject entirely to your non-excludable protections under the Australian Consumer Law.
• (e) Third-Party Payment Gateways: Payment data processing is executed via secure third-party payment gateways (e.g., Stripe). These transactions are governed by the respective providers' terms and privacy modules. We reserve the absolute right to correct algorithmic pricing anomalies or billing gateway processing errors manually when identified.

4. Linked Businesses (Partners)

• (a) Introductions focus on independent corporate or professional entities. Once matched, your communications and files may become subject to the standalone operational policies of that Partner ("Third Party Terms").
• (b) The introduction of an entity to fulfill a demand does not imply an absolute corporate endorsement or credit-worthiness guarantee by Breakawave.
• (c) The Company conducts standard onboarding checks but does not continuously audit, manage, or warrant the daily solvency, professional insurance status, or regulatory licensing changes of independent third-party Partners. Verifying localized license status remains an item of due diligence for the contracting client, especially regarding Financial Partners.

5. Platform Circumvention (Disintermediation Prohibitions)

• (a) Our marketplace derives its commercial value by curating data, identifying value-add demands, and systematically introducing users to specialized businesses. Accordingly, you must not directly bypass, circumvent, or attempt to bypass the platform fee architecture.
• (b) Users and Partners must not solicit, induce, or engage each other outside the Platform for the purpose of avoiding platform fees, success percentages, or commissions owed to the Company for an introduction made via our infrastructure.
• (c) If the Company detects or reasonably suspects a breach of this anti-circumvention clause, it reserves the right to immediately suspend or permanently terminate all associated accounts, withhold accrued Rewards Payments, and seek recovery of any platform fees that would have legitimately been collected had the transaction been transparently processed.

6. Introductions to Financial Service Providers

6.1 Nature of Service

• (a) The Company’s Website may provide general educational descriptions of financial services (such as mortgage broking or wealth advisory) and facilitate introductions to independent third-party Partners who offer such regulated financial services (“Financial Partners”).
• (b) The Company’s role is strictly limited to that of an introducer and facilitator of connection. The Company does not, and is not licensed or authorised to, provide any financial product advice, credit assistance, or any other service that would require an Australian Financial Services Licence (AFSL) or Australian Credit Licence (ACL).
• (c) Any information provided on the Website pertaining to financial services or Financial Partners is general in nature, provided for informational purposes only, and does not take into account Your personal objectives, financial situation, or needs. It should not be considered as advice or an endorsement.

6.2 Independence of Financial Partners

• (a) All Financial Partners accessible through the Website are independent third parties and are not employees, agents, providers, or joint venturers of the Company.
• (b) The Company is not responsible for, and disclaims all liability for, the advice, services, conduct, licensing, or omissions of any Financial Partner.
• (c) Any engagement or contractual relationship You enter into with a Financial Partner is solely between You and that Financial Partner. The Company is not a party to such agreements.

6.3 Your Responsibilities and Due Diligence

• (a) Before engaging with any Financial Partner, You are solely responsible for:
  • (i) Conducting Your own thorough due diligence and independent assessment of their suitability for Your needs.
  • (ii) Verifying their credentials, experience, and licensing status directly with them and through official registers such as those maintained by the Australian Securities and Investments Commission (ASIC).
  • (iii) Carefully reviewing all disclosure documents they provide, including but not limited to their Financial Services Guide (FSG), Statement of Advice (SOA), Credit Guide, and terms of engagement.
  • (iv) Understanding all fees and charges associated with their services.
• (b) You acknowledge that all financial products and advice involve risks, and the Company does not guarantee any specific outcomes or the performance of any Financial Partner or financial product.
• (c) The Company strongly recommends that You seek independent professional advice tailored to Your specific circumstances from a qualified professional before making any decisions based on information obtained through the Website or from a Financial Partner.

6.4 No Endorsement or Recommendation

• (a) The listing of, or introduction to, any Financial Partner on the Website does not constitute an endorsement, recommendation, approval, or guarantee by the Company as to their quality, competence, or the suitability of their services for You.

6.5 Referral Fees / Service Fees

• (a) You acknowledge that the Company may receive a service fee or commission from a Financial Partner for facilitating a Successful Connection. The existence of such a fee does not alter the Company’s status as a neutral introducer and does not constitute financial advice or an endorsement from the Company.

Part C: Website Browse & System Integrity

1. Access and Use of the Website

You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.

2. System and Security Prohibitions

You must not:

• (a) Copy, mirror, scrape, reproduce, translate, adapt, vary, modify, or decompile any system architecture, interface components, or match algorithms powering the Website without the express written consent of the Company;
• (b) Deploy or run automated scraping scripts, bots, spiders, or localized AI training software across our databases or user directories without explicit developer API access keys issued by us;
• (c) Engage in vector scanning, vulnerability probing, stress-testing, or DDOS (Denial of Service) behaviors targeting platform servers;
• (d) Use the platform to systematically harvest business contact info, communication patterns, or directory lists to establish competitive matching environments.

3. Service Access Continuity

While we make every effort to maintain constant up-time to preserve commercial data lines and reward tracking logs, you acknowledge that from time to time the Website may suffer scheduled or unscheduled database sync delays, hosting interruptions, or transmission errors. We make structural enhancements constantly and reserve the right to deploy security updates without notice.

4. Intellectual Property

The architecture, visual layouts, platform workflows, text assets, custom graphics, logic databases, and system algorithms (“Website Content”) are the exclusive intellectual property of Breakawave Pty Ltd or its licensors. No ownership title or creative property rights transfer to you or your business through regular participation in the program.

5. Platform Infrastructure Technology

• (a) This platform is built upon modern hosting frameworks and third-party systems. Your interactions are simultaneously governed by core infrastructure rules where applicable.
• (b) To the maximum extent permitted by modern consumer law and our backend architectural constraints, we are not liable for transient system errors, hardware faults, or global network brownouts originating from upstream cloud framework providers.

Part D: Liability, Warranties, and General Legal Provisions

1. Marketplace Limitation Disclaimer

The Company functions as a specialized commercial matching and introductory medium. The Company does not hold an Australian Financial Services Licence (AFSL) or Australian Credit Licence (ACL), does not act as an insurance underwriter, and does not provide financial or regulated legal advice. Any operational contracts or business service fulfillments occur directly between the purchasing client and the fulfilling Partner.

2. Liability Framework

2.1 Consumer Guarantees & The ACL

Nothing in these terms functions to limit, alter, or exclude consumer protections, statutory rights, or mandatory guarantees established under the Australian Consumer Law (ACL) within the Competition and Consumer Act 2010 (Cth). If services fail to satisfy statutory consumer standards, you retain full rights to statutory remedies from the responsible entity.

2.2 Limitation of Financial Liability

To the maximum extent permitted under applicable law, the cumulative liability of either party (You or the Company) for proven financial loss, structural damages, or systemic breaches connected to this platform ecosystem shall be strictly capped at a monetary value equivalent to:

• (a) The total platform or consultation fees paid by you to the Company in the three (3) months immediately preceding the event that triggered the legal claim; or
• (b) The total Connection Rewards Payments disbursed by the Company to you during that exact three (3) month lookback window.

2.3 Consequential Loss Exclusion

Neither party shall be held legally liable to the other for indirect, special, incidental, or consequential damages, including but not limited to loss of data, loss of business revenue, business interruption, loss of market opportunity, or reputation injury arising out of or in connection with these terms, except where such loss is tied directly to malicious fraud, willful data theft, or physical injury.

3. Administrative Provisions

3.1 Age Verification Framework

The Company enforces a strict adult business environment. We reserve the right to request business registration documentation or standard identity/age verification materials at any time to preserve platform integrity. Accounts identified as being opened via active age misrepresentation will face immediate termination and forfeiture of un-cleared rewards balances.

3.2 Governing Law & Venue

This agreement, platform architecture, and all legal relationships arising from it are governed exclusively by the laws of New South Wales, Australia. Both parties irrevocably submit to the non-exclusive jurisdiction of the courts sitting in Sydney, New South Wales, and all appellate courts above them.

3.3 Severance

If any distinct clause or subsection within these terms is deemed entirely or partially void, invalid, or unenforceable by an Australian court of competent jurisdiction, that specific provision shall be severed to the narrowest extent necessary. The structural validity and legal enforceability of all remaining clauses shall remain completely unimpaired.

3.4 Assignment

The Company retains the right to assign, transfer, or novate its corporate rights, liabilities, and platform contracts to a successor entity or corporate purchaser in the event of an acquisition or restructuring. Users and participating Businesses may not assign their platform accounts or reward privileges to third parties without written authorization from our compliance team.

3.5 Entire Agreement

These terms, alongside your dashboard parameters and our Privacy Policy, constitute the entire definitive commercial agreement between you and Breakawave Pty Ltd, fully superseding all previous verbal negotiations, informal messages, email exchanges, or representations.

4. Notices & Communication

Any structural legal notices, contract formalizations, or billing dispute arguments must be submitted electronically via email to support@breakawave.com. Emails must contain clear references to the registered business account name to ensure rapid processing. Communications are deemed delivered 24 hours after transmission, provided no automated bounce-back or system delivery failure notification is generated.