Unified Bundle Terms & Conditions

Waive, Shelcom and CleanID Unified Subscription

Effective date: 1 August 2026

Parties

This agreement is between:

(1) Waive Pty Ltd ABN 25 618 672 683 of [registered address] (Waive), which operates the Waive ASIC compliance platform and the CleanID AML/AUSTRAC compliance program; and

(2) Shelcom Corporate Services Australia Pty Ltd ACN 052 129 352, ABN 72 769 701 326 of PO Box 282, Ormond VIC 3204 (Shelcom), which operates the Shelcom company incorporation and trust establishment service,

(Waive and Shelcom together, the Providers, we, us or our),

and the person or entity identified as the client in the applicable Order Form or online sign-up (Client, you or your).

Background

A. Waive operates the Waive ASIC compliance platform, including the CleanID AML/AUSTRAC compliance program.

B. Shelcom operates the Shelcom company incorporation and trust establishment service.

C. Waive and Shelcom have agreed to make their respective services available to the Client together as a single, unified subscription on the terms set out in this document (the Bundle).

D. The Client wishes to receive the Bundle on the terms set out in this document.

The parties agree as follows.

1. Introduction

1.1 These Terms and Conditions (Terms) govern the supply of the unified subscription described in these Terms (the Bundle) by Waive and Shelcom to the Client.

1.2 Waive and Shelcom are separate legal entities. CleanID is a brand and product operated by Waive, not a separate contracting party. Waive and Shelcom have agreed to offer their respective services to the Client together as a single, unified subscription for administrative and billing simplicity. Each Provider remains separately responsible for its own service as set out in these Terms, and clause 3.3 explains how billing works across the two entities.

1.3 The Client accepts these Terms, and enters into a binding agreement on the terms of the Bundle, by any of the following: signing an Order Form; ticking the checkbox on our website or portal, at the point of subscribing, confirming that the Client has read and understands these Terms; or continuing to use the Bundle after being notified of these Terms. Each of these constitutes valid execution of these Terms by the Client, whether or not the Client also signs a physical or electronic copy of this document.

1.4 Where the Client accepts these Terms by ticking the checkbox described in clause 1.3, we will keep a record of that acceptance, including the date and time it occurred, as evidence that the Client agreed to be bound by these Terms.

1.5 If the Client already had an individually negotiated agreement with Waive before the Bundle was introduced, clause 6 (Existing Clients) explains how these Terms interact with that agreement.

1.6 These Terms apply to the Bundle as a whole. If the Client chooses not to take the Bundle and instead purchases Waive, Shelcom or CleanID as standalone services, clause 22 (Opting Out of the Bundle) applies instead.

2. Definitions

In these Terms, unless the context otherwise requires:

A reference to GST is to the A New Tax System (Goods and Services Tax) Act 1999 (Cth). All fees stated in these Terms are exclusive of GST unless stated otherwise.

3. The Bundle Subscription

3.1 The Bundle brings together three services under a single monthly subscription, being:

3.2 The Bundle is priced as a single subscription fee per Tier (see clause 4). Identity Verification Searches and the pass-through costs described in clause 8 are not included in that fee and are billed separately, in accordance with clauses 7 and 8.

3.3 Although Waive and Shelcom are separate legal entities, we have agreed that Waive will issue the Client a single consolidated monthly invoice covering the Bundle, acting as billing agent for Shelcom under a separate arrangement between Waive and Shelcom. That billing arrangement does not change either Provider’s separate legal responsibility for its own service, or the Client’s ability to raise a service issue directly with the relevant Provider.

3.4 Fair use: the unlimited Shelcom incorporations and Trust Set-Ups included in every Tier are intended for genuine, ordinary use in the course of the Client managing its own client base. They are not intended for bulk resale, shelf-company stockpiling, or volumes materially disproportionate to the Client’s subscription Tier. If usage patterns suggest the entitlement is being used outside its intended purpose, we will contact the Client to discuss its account before making any change, rather than applying limits without notice.

4. Subscription Tiers and Fees

4.1 The Client’s Tier is determined by Company Count as set out below. Each Tier bundles Waive, the Shelcom Entitlement and a CleanID Tier together:

* These figures are indicative rate-card pricing published from time to time. The fee actually payable by the Client is the fee set out in the Client’s Order Form or account portal, which reflects the Client’s own arrangement and may differ from this table, for example where a negotiated or custom rate applies.

4.2 CleanID Tier 1 (Program and Platform) includes the core AML/CTF program set-up and ongoing platform access. CleanID Tier 2 (Program Advisory and Platform), included at Professional and above, adds:

4.3 Starter and Growth Tiers receive CleanID Tier 1 only. The program advisory and training layer described in clause 4.2 is not available as a standalone add-on within a Starter or Growth Tier. A Client wanting that layer needs to be on the Professional Tier or above.

4.4 All fees are exclusive of GST, which is payable in addition where applicable.

4.5 Each Provider may, in its sole discretion, adjust, increase or otherwise change the services included within a Tier, the fees payable for a Tier, and the Company Count bands that define each Tier, at any time. Clause 21 (Changes to These Terms and Pricing) sets out how and when such a change takes effect and the Client’s rights in response.

4.6 Where the external third party referred to in clause 4.2 completes a review of the Client’s AML/CTF program while the Client is on CleanID Tier 2, and the Client’s subscription later ends, whether by cancellation of the Bundle or by the Client moving to a Tier that does not include CleanID Tier 2, the Client must pay a one-off fee of $1,200 (ex GST) for that review. This fee is charged in addition to the subscription fee, is not included within the Tier price in clause 4.1, and is payable regardless of when during the Client’s subscription the review was completed.

5. How Your Tier is Determined and Changes

5.1 The Client’s Tier is set by Company Count, not chosen freely by the Client. As Company Count moves into a different Tier’s range, the Client’s subscription moves to that Tier.

5.2 We will notify the Client before a Tier change takes effect. The new fee applies from the date notified. We do not bill retroactively for a Tier change.

5.3 The Client must keep its Company Count information accurate and must notify us promptly of any change that would affect its Tier, in accordance with clause 12.

6. Existing Clients

6.1 If the Client was already a Waive client before the Bundle was introduced, nothing changes automatically. The Client will be offered the option to move onto the Bundle, but the Client’s existing negotiated Waive rate continues to apply unless and until the Client chooses to switch.

6.2 New clients are onboarded directly onto the Tier structure in clause 4 from the start of their subscription, with all three services included.

6.3 If the Client is already a Waive client and has an active incorporation or Trust Set-Up history with Shelcom, the Client’s transition onto the Bundle will be reviewed individually rather than applied automatically from clause 4, so that the Client’s established Shelcom relationship and account history are taken into account. Where this applies, we will contact the Client directly to discuss options before any change is made.

6.4 If the Client is an existing Shelcom client but is not an existing Waive client, and wishes to take up the Bundle, the Client’s Tier, inclusions and fees will be individually negotiated between the Client and the Providers. The rate card in clause 4 does not apply automatically to that Client, and applies only if and to the extent the Providers and the Client agree in writing.

6.5 Once a Client switches onto the Bundle, these Terms apply to that Client’s subscription from the effective date of the switch, and clause 6.1 no longer applies to that Client.

6.6 If the Client is using Waive under a free trial at the time it upgrades to the Bundle, that trial ends immediately on upgrade. The Client moves onto the Bundle Tier and fee under clause 4 from the date of upgrade, is billed accordingly from that date, and does not retain or resume any remaining free-trial period, including if the Client later cancels the Bundle or downgrades. A Client that wants to keep its trial running should complete the trial before upgrading to the Bundle.

7. Identity Verification Searches

7.1 Identity Verification Searches are not part of the flat subscription fee at any Tier, for any Provider. They are billed separately, on a usage basis, at the prices displayed to the Client through the Client’s account portal at the time of purchase. There are no pre-purchased packs or other prepayment arrangements for Searches. Each Search is charged at the time it is purchased, and appears as a separately itemised line on the Client’s next monthly invoice. Search charges are never blended into the subscription fee.

7.2 Current pricing for each Search tier is hosted on, and available to the Client through, the Client’s account portal. That pricing is not set out in these Terms and may be updated by CleanID at any time without amending these Terms. The Client should refer to the price shown in the portal at the time it purchases a Search, rather than to any figure quoted elsewhere.

7.3 Ongoing Monitoring is available as a standalone Search that the Client may purchase separately for an individual it has already verified through a Search 1, Search 2 or Search 3 check. It covers a 12 month monitoring period and is paid upfront, in full, at the price shown in the Client’s account portal at the time of purchase. It does not automatically renew; the Client must purchase a new 12 month period if it wants monitoring to continue beyond the period already paid for.

8. What’s Not Included: Pass-Through and Excluded Costs

8.1 A few costs sit outside the flat subscription fee and are billed separately, at cost, or not included at all:

Shelcom

Waive

CleanID

9. Billing and Payment

9.1 The subscription fee is a monthly fee, billed monthly in arrears, plus GST, to the payment method on file.

9.2 Identity Verification Search charges under clause 7, and other usage-based or pass-through costs under clause 8, are charged at the time of purchase or as incurred, and are itemised separately on the Client’s next monthly invoice, rather than charged as a separate transaction.

9.3 If a payment fails or is not received by its due date, we may charge a reasonable late payment administration fee, suspend access to the Bundle (or the affected service) until payment is received, and/or refer the amount to a collection agency, in each case after giving the Client reasonable notice.

9.4 The Client must notify us within 14 days of an invoice if it disputes any amount on that invoice, setting out the reason. Undisputed amounts remain payable by the due date regardless of a dispute over other line items.

10. Term, Renewal and Cancellation

10.1 The Bundle subscription runs on a rolling monthly basis from the start date in the Client’s Order Form, and automatically renews each month unless cancelled in accordance with this clause.

10.2 The Client commits to a minimum term of 1 month from the start date in the Client’s Order Form. After that minimum term has passed, the Client may cancel the Bundle by giving us at least 30 days’ written notice, effective at the end of the billing period in which notice expires. We do not refund fees already paid for a billing period in progress at cancellation, except as required by law.

10.3 On cancellation, work already lodged or in progress, including an incorporation, Trust Set-Up or ASIC lodgement, will be completed or handled in accordance with clause 14, and any pass-through or usage costs already incurred remain payable, including any fee that has become payable under clause 4.6.

11. Suspension and Termination for Cause

11.1 In addition to clause 10, either Provider may suspend or terminate the Client’s access to its service, immediately and without notice where reasonably necessary, if:

11.2 Termination of one Provider’s service under this clause does not automatically terminate the other Provider’s service, but we may treat the Bundle as terminated as a whole where the grounds for termination reasonably affect both services.

12. Client Obligations

12.1 The Client must:

13. AML/CTF Compliance, AUSTRAC and CleanID: Important Notice

13.1 The AML/CTF Act’s Tranche 2 reforms extend AML/CTF obligations to additional professions providing certain designated services, including services many accounting and professional services firms provide. Where the Client is or becomes a reporting entity under the AML/CTF Act, its directors and officers can be personally accountable for the firm’s compliance, including under AUSTRAC’s enforcement powers.

13.2 CleanID provides technology and, at CleanID Tier 2, program advisory support to help the Client operate an AML/CTF program, including program documentation, platform access, identity verification tooling, and the registers and training described in clause 4. CleanID does not take on, transfer, or reduce the Client’s own legal obligations as a reporting entity under the AML/CTF Act. The Client remains solely responsible for its compliance with the AML/CTF Act, for the decisions it makes using CleanID’s tools and reports, and for any liability, including personal liability of its directors and officers, arising from non-compliance.

13.3 Nothing provided through CleanID, including program advisory support, constitutes legal advice. Neither Waive nor any CleanID program advisor is acting as the Client’s lawyer. The Client should obtain independent legal advice on its AML/CTF obligations, including whether it is a reporting entity and what designated services it provides.

13.4 Identity Verification Searches (clause 7) are a tool to help the Client conduct customer due diligence. The Client remains responsible for making its own risk-based decisions, including whether to accept, decline or escalate a customer relationship based on a Search result.

14. Shelcom Incorporation and Trust Services

14.1 Shelcom will use reasonable efforts to process incorporation and Trust Set-Up instructions promptly, but lodgement and processing timeframes ultimately depend on ASIC, the relevant state revenue office, and other third parties outside Shelcom’s control. Shelcom is not liable for delays caused by those third parties.

14.2 The Client is responsible for the accuracy and completeness of the instructions and information it gives Shelcom for an incorporation or Trust Set-Up. Shelcom is not liable for errors arising from incorrect or incomplete instructions provided by the Client.

14.3 Where the Bundle is cancelled or a Provider’s service is terminated while an incorporation or Trust Set-Up is in progress, Shelcom will take reasonable steps to complete or hand over that matter in an orderly way, and may charge for work already performed on a time and cost basis.

15. Data, Privacy and Confidentiality

15.1 This clause 15 addresses the handling of personal information specifically in connection with the Bundle described in these Terms. It does not replace, limit or otherwise affect Waive’s privacy policy or Shelcom’s privacy policy, each of which continues to govern that Provider’s wider operations independently of the Bundle.

15.2 We handle personal information collected in connection with the Bundle in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and the relevant Provider’s privacy policy, available at https://www.waive.com.au/privacy-policy/ and https://shelcom.com.au/privacy-policy/ respectively.

15.3 Information the Client provides for one service in the Bundle, for example KYC information provided for CleanID, may be used across the Waive, Shelcom and CleanID services to the extent necessary to provide the Bundle, subject to the relevant Provider’s privacy policy.

15.4 Records created for AML/CTF compliance purposes, including identity verification records, are retained for the period required under the AML/CTF Act, currently at least 7 years, even after the Client’s subscription ends.

15.5 Each party must keep the other’s confidential information confidential and use it only for the purposes of the Bundle, except where disclosure is required by law or by a regulator such as AUSTRAC or ASIC.

16. Intellectual Property

16.1 All intellectual property rights in the Waive platform, the Shelcom platform, the CleanID platform, and all related software, documentation and materials, are owned by, or licensed to, the relevant Provider. Nothing in these Terms transfers any of those rights to the Client.

16.2 We grant the Client a non-exclusive, non-transferable licence to access and use the Bundle solely for the Client’s own internal business purposes for the duration of its subscription.

17. Service Availability

17.1 We will use reasonable efforts to keep the Waive, Shelcom and CleanID platforms available, but we do not guarantee uninterrupted or error-free operation, and no specific uptime is guaranteed unless separately agreed in writing.

17.2 We may carry out scheduled maintenance and will use reasonable efforts to give advance notice where it is likely to affect the Client materially.

17.3 Parts of the Bundle depend on third-party systems outside our control, including ASIC’s systems, state revenue office systems, and identity verification data providers. We are not liable for outages, errors or delays in those third-party systems.

18. Limitation of Liability

18.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

18.2 Subject to clause 18.1, to the maximum extent permitted by law, each Provider’s total liability to the Client arising out of or in connection with these Terms or the service that Provider supplies, whether in contract, tort, including negligence, or otherwise, is limited to the total fees paid by the Client for that Provider’s service in the 12 months before the event giving rise to the claim.

18.3 Subject to clause 18.1, neither Provider is liable to the Client for any indirect, special or consequential loss, or for loss of profits, revenue, data or goodwill, arising out of or in connection with these Terms.

18.4 Waive, including CleanID, and Shelcom are separately liable only for their own respective service under these Terms, and neither is liable for the acts, omissions or service failures of the other, except to the extent required by law.

19. Indemnity

19.1 The Client indemnifies each Provider against any loss, liability, cost or expense that Provider reasonably incurs arising from any of the following, except to the extent caused by that Provider’s own negligence, breach or wilful misconduct:

20. Force Majeure

20.1 Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay money, caused by circumstances beyond its reasonable control, including natural disaster, government action, industrial action, or failure of a third-party or government system, including ASIC or AUSTRAC systems, for as long as those circumstances continue.

21. Changes to These Terms and Pricing

21.1 We may, in our sole discretion, update these Terms, the services included within a Tier, the fees payable under clause 4, and the Company Count bands that define each Tier, from time to time. We will give the Client at least 30 days’ notice of any change before it takes effect, by email to the Client’s registered contact or through the portal.

21.2 If the Client does not agree to a change under clause 21.1, the Client may cancel the Bundle under clause 10 before the change takes effect. Continued use of the Bundle after a change takes effect is acceptance of that change.

21.3 Clause 5 (automatic Tier changes based on Company Count) is not a change for the purposes of this clause 21, and applies as described in clause 5.

22. Opting Out of the Bundle

22.1 The Bundle is optional. A Client that does not wish to take the Bundle may keep Waive on its own.

22.2 If the Client wishes to continue receiving Shelcom and/or CleanID services outside the Bundle, the pricing and terms for those services will need to be separately and individually negotiated and agreed with the relevant Provider. They are not automatically available at any previously quoted, standard or historical rate, and there is no requirement to take the Bundle.

23. Dispute Resolution

23.1 If a dispute arises under these Terms, the parties will first try to resolve it in good faith through discussion between the Client and the relevant Provider’s nominated representative, for at least 20 business days.

23.2 If the dispute is not resolved within that 20 business day period, either party may commence proceedings in a court of competent jurisdiction. A party may also seek urgent interlocutory relief from a court at any time.

24. General

24.1 Governing law: these Terms are governed by the law of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State.

24.2 Entire agreement: these Terms, together with the Client’s Order Form and the privacy policies referred to in clause 15, are the entire agreement between the parties about the Bundle, and supersede any prior discussions or agreements about the Bundle, without affecting clause 6 (Existing Clients).

24.3 Assignment: the Client may not assign or transfer its rights under these Terms without our prior written consent. We may assign or transfer these Terms as part of a merger, acquisition, or sale of all or substantially all of the relevant business, on notice to the Client.

24.4 Severability: if any part of these Terms is found to be invalid or unenforceable, the rest continues to apply.

24.5 Notices: we will send notices to the Client’s registered contact email address. The Client should send notices to us at support@waive.com.au.

24.6 No waiver: a failure to enforce a right under these Terms is not a waiver of that right.

25. Contact

If the Client is not sure how any part of the Bundle or these Terms affects its account, it should email support@waive.com.au and we will walk it through the options.