ADVISER ACCESS AGREEMENT

This Adviser Access Agreement (“Agreement”) is entered into between:

TWMT Pty Ltd (ACN 621 581 584) of c/- MGISQ Level 1, 200 Mary Street, Brisbane, Queensland, 4000 (“TWMT”, "we", "us", or the "Platform")

and

You, being a third-party adviser who has been granted access by a registered user of the Platform to view account data solely for tax, accounting, or financial reporting purposes ("you" or "Adviser").

(the “Parties”)

Effective Date: The date you first access the Platform under this Agreement.

BACKGROUND

(A) The Platform operates a digital asset exchange which provides certain features that allow Members to manage their portfolio and access historical and current account data.

(B) The Platform permits, at the discretion of its Members, the authorisation of third-party advisers to access certain limited, read-only information made available to them on the Adviser Portal for the purpose of providing accounting, taxation, or financial reporting services (“Adviser Access”).

(C) The Adviser has been authorised by a Member to access such information, and agrees to do so on the terms set out in this Agreement.

DEFINITIONS

In this Agreement, unless the context requires otherwise:

Account means a Member’s registered user account on the Platform.

Adviser means a third party (such as an accountant, auditor, or tax professional) who has been authorised by a Member to access limited, read-only information on the Platform for the Permitted Purpose.

Adviser Access means the limited, read-only access functionality provided by the Platform to an Adviser, as authorised by a Member in accordance with this Agreement.

Adviser Portal means the secure online interface or platform provided by the Platform through which you must register, authenticate, and manage your Adviser Access following authorisation by a Member.

Claim means any claim, demand, action, suit, proceeding, loss, cost, liability, damages, fine, penalty, charge, expense (including reasonable legal fees), judgment, or award, whether present or future, actual or contingent, known or unknown, arising under contract, statute, tort (including negligence), equity, or otherwise.

Data includes any Member Account data, transaction records, balances, downloadable reports, statements, logs, audit trails, or other information or material accessible through Adviser Access, whether directly or indirectly.

Data Breach means any actual or suspected unauthorised access to, use of, disclosure of, loss of, or interference with Member Data in connection with Adviser Access.

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in relation to inventions, patents, copyright, trade marks, designs, trade secrets, know-how, databases, domain names and all other intellectual property rights, whether registered or unregistered, including all rights to apply for, renew or extend such rights.

Member means a registered user of the Platform who has authorised an Adviser to access limited Account information for the Permitted Purpose.

Permitted Purpose means the provision of accounting, taxation, or financial reporting services by the Adviser to a Member using Data accessed through Adviser Access.

Personal Information has the meaning given under the Privacy Act 1988 (Cth) and includes information or an opinion (whether true or not, and whether recorded in material form or not) about an identified individual or an individual who is reasonably identifiable.

Platform Terms of Use means the terms of use published on Website Terms and Conditions | Coinstash Helpdesk.

Third-Party Platform means any external software, system, database, API, or service (such as tax or accounting software) that is not operated by the Platform, but to which the Adviser exports, requests to sync or transmit Member Data using the Adviser Access functionality. 

Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and all other applicable laws and regulations relating to privacy, data protection, or the handling of personal information.

Professional Obligations means the duties, rules, standards, or codes of conduct applicable to you in your professional capacity, including any licensing obligations under the Tax Agent Services Act 2009 (Cth) or similar.

OPERATING PROVISIONS

1. Purpose and Scope of Access

(a) The Platform may, at its sole discretion, allow Members to authorise an Adviser with Adviser Access in accordance with the Platform Terms of Use.

(b) Adviser Access is granted exclusively for the Permitted Purpose.

(c) Adviser Access is strictly limited to authorised Advisers viewing the following information of a Member on the Platform:

(i) Transaction history;

(ii) Real-time portfolio balances; and 

(iii) Downloadable account statements and/or summaries.

(d) You are not permitted to:

(i) Place orders on Member’s Account on the Platform;

(ii) Move, transfer, or withdraw funds from Member’s Account;

(iii) Modify account settings or user permissions of any Member; or

(iv) Act on behalf of the Member in any binding capacity.

2. Authorisation and Responsibility

(a) Adviser Access is enabled solely at the request and authorisation of the Member. You may only access a Member’s Data after such authorisation has been given and while that authorisation remains valid.

(b) The Member may revoke Adviser Access at any time. Upon revocation, you will not be able to access, and must cease all access and use of, the Member’s Data obtained through the Platform

(c) You acknowledge and agree that:

(i) the Platform does not endorse any particular Adviser, and will only verify your email address and phone number on the Platform;

(ii) the Platform has no obligation to review your qualifications, conduct, or compliance with applicable laws and regulations; and

(iii) the Member bears sole responsibility for your selection and authorisation.

(d) If you receive access to any Member Data by mistake, without authorisation, or beyond the intended scope of access, you must:

(i) immediately notify the Platform;

(ii) not access, use, retain, copy, store, or disclose the data;

(iii) delete or securely destroy any such data if directed by the Platform.

(e) You are solely responsible for ensuring that all data you access is handled lawfully and ethically, and in accordance with this Agreement and all applicable laws.

3. Advisor Portal Registration

(a) You acknowledge and agree that you must complete registration through the Platform’s designated Adviser Portal in order to access any Member Data  under Adviser Access.

(b) You may only register after receiving a valid invitation from a Member who has authorised you to access their Account for the Permitted Purpose.

(c) As part of the registration process, you will be required to:

(i) provide accurate and complete personal and professional information, including your full name, email and phone number;

(ii) accept this Adviser Access Agreement and any other terms or policies applicable to your use of the Adviser Portal;

(iii) verify your identity and contact details, if requested;

(iv) maintain the confidentiality of any login credentials issued to you and not share access with any third party.

(d) You must promptly update your details in the Adviser Portal if your professional status, contact details, or eligibility changes.

(e) The Platform reserves the right to deny, suspend, or revoke your registration at any time if:

(i) You provide false or misleading information;

(ii) You fail to comply with this Agreement or applicable laws;

(iii) The Platform reasonably considers your access to pose a legal, reputational, or security risk.

(f) Registration through the Adviser Portal does not imply Platform endorsement or affiliation and does not confer any rights beyond those expressly set out in this Agreement.

(g) Registration details and Adviser activities on the Adviser Portal may be logged, audited, and monitored by the Platform for compliance, fraud prevention, and security purposes.

4. Data Handling and Sharing

(a) You must use all Member Data accessed through the Platform solely for the Permitted Purpose and not for any unrelated or commercial use. Distribution and use of the data not covered in the terms of this agreement will amount to improper and actionable use of the injured party’s data.

(b) You may, with the Member’s express or implied authorisation, synchronise, transmit, export, or share Member Data with Third-Party Platforms or service providers (e.g., tax preparation tools or accounting systems). You acknowledge and agree that:

(i) Any such sharing or syncing is at the Member’s risk, and you must comply with any agreements, arrangements or conditions in place between you and the Third-Party Platforms or service providers;

(ii) You remain solely responsible for the actions and data handling practices of those third parties; 

(iii) You must ensure that third-party recipients comply with equivalent confidentiality and security obligations; and

(iv) The Platform disclaims all liability arising from any disclosure, misuse, or unauthorised access resulting from such sharing.

(c) The Parties agree to implement and maintain appropriate technical and organisational measures to protect the Data from unauthorised access, accidental loss, or destruction. Such measures shall include, but not be limited to, encryption, access controls, and regular security audits.

(d) You must retain Member Data only as long as necessary for the Permitted Purpose or as required by applicable law or professional standards, and must securely dispose of or destroy it thereafter. 

(e) You must not transmit or store Member Data outside Australia unless:

(i) you have obtained the Member’s express authorisation;  and 

(ii) the transmission or storage is permitted under applicable Privacy Laws; 

or is strictly necessary for the Permitted Purpose using systems compliant with the Australian Privacy Principles.

(f) If you engage subprocessors (including but not limited to cloud service providers or offshore personnel), you are responsible for ensuring they are bound by privacy and security obligations that are equivalent to those in the Agreement. You must maintain an up-to-date list of all subprocessors and provide it to the Platform or the relevant Member upon request.

5. Data Security and Breach Management

(a) You must implement and maintain appropriate technical, organisational, and physical safeguards to protect Member Data against unauthorised access, disclosure, alteration, misuse, or loss.

(b) Any unauthorised access to the Member Data will constitute a Data Breach for the purposes of this Agreement. A Data Breach will include but not be limited to:

(i) exposure of Data to the public due to a security breach of any form, such as malware attacks, viruses, third-party hacking or phishing;

(ii) data loss due to security breaches;

(iii) unauthorised data modification by third parties; and

(iv) negligent data exposure, loss or modification.

(c) We reserve all rights in respect of any damage or losses arising out of a negligent Data Breach by you to this Agreement.

(d) In the event of any actual or suspected Data Breach, you must:

(i) immediately notify the Platform in writing;

(ii) cooperate fully with the Platform to investigate and contain the breach;

(iii) take all reasonable steps to mitigate any potential harm; and 

(iv) comply with any reasonable directions issued by the Platform, including regarding Member notification or regulatory reporting.

6. Confidentiality

(a) The Parties acknowledge and agree that all shared Data is private and confidential, and the Parties must comply with all applicable privacy and data protection laws, including the Privacy Act 1988 (Cth). 

(b) You must not retain, store, or copy Member Data beyond what is necessary for the Permitted Purpose, unless otherwise required by law or regulatory obligations. 

(c) You may only disclose Member Data to personnel or subcontractors who have a legitimate need to know and are bound by written obligations of confidentiality.

(d) Where disclosure by you is required by law, you must:

(i) promptly notify the us in writing of the requirement (unless legally prohibited from doing so);

(ii) only disclose the minimum amount of data necessary to comply with the legal requirement;

(iii) use reasonable efforts to ensure the confidential treatment of any disclosed data;

(iv) cooperate with our reasonable efforts to challenge or limit the scope of disclosure. 

(e) You acknowledge and agree that all shared Data will remain confidential even after the termination of this Agreement.

(f) For the avoidance of doubt, this obligation of confidentiality survives the termination of this Agreement.

7. Adviser Warranties

(a) You represent and warrant that:

(i) You are duly authorised to act on behalf of the Member for the Permitted Purpose;

(ii) You possess the qualifications, licences, and authorisations (where applicable under the Tax Agent Services Act 2009 (Cth) or any other relevant legislation) required to provide the services contemplated by this Agreement;

(iii) You will comply with all applicable laws, Professional Obligations, and ethical obligations in your handling of Member Data and use of Adviser Access;

(iv) You will not misrepresent your authority, credentials, or relationship with the Platform or any Member;

(v) You understand that the Platform does not provide legal, financial, or tax advice. Any reports or summaries accessed through the Platform are for informational purposes only and may not be complete or suitable for formal reporting. The Platform does not verify or guarantee the accuracy or completeness of Member Data accessed via Adviser Access. The Platform is not liable for any action taken or not taken by you or a Member in reliance on such data.

8. Liability and Indemnity

(a) To the maximum extent permitted by law, the Platform disclaims all liability for:

(i) Any advice or services you provide to Members;

(ii) Any inaccuracy, error, or omission in the data you access through the Platform;

(iii) Any loss, Claim, or damage arising from the use or misuse of Adviser Access, including third-party data syncing or disclosure.

(b) You agree to indemnify and hold harmless the Platform, its officers, employees, and agents from and against any loss, damage, liability, or expense arising out of:

(i) Your breach of this Agreement;

(ii) Your unauthorised use, misuse or disclosure of Member Data;

(iii) Any unauthorised disclosure or Data Breach involving Member information; or 

(iv) Any Claims made against the Platform, including but not limited to by a Member, regulator, or third party, in connection with your access or conduct.

9. Intellectual Property

(a) Nothing in this agreement affects the ownership of Intellectual Property Rights created before the Effective Date.

(b) All content, software, and technology made available through the Platform remains the sole property of the Platform or its licensors. Nothing in this Agreement conveys any right, title, or interest in any intellectual property of the Platform.

(c) You must not reproduce, modify, adapt, or create derivative works from any part of the Platform, except as strictly required to access permitted Member Data for the Permitted Purpose.

10. Termination

(a) This Agreement will terminate automatically upon:

(i) Revocation of access by the Member;

(ii) Termination of the Platform’s Adviser Access functionality; or

(iii) Notice of termination from the Platform issued under clause 10(b).

(b) The Platform may terminate this Agreement, and disable or revoke Adviser Access immediately, if:

(i) you breach any provision of this Agreement;

(ii) you breach any applicable law, professional standard, or regulatory obligation in connection with your use of the Adviser Portal;

(iii) the Platform reasonably suspects that your access or use of Member Data poses a security, confidentiality, reputational, legal or operational risk to the Platform, a Member, or any third party;

(iv) you fail to cooperate with a lawful request from the Platform or a regulator;

(v) you fail to maintain adequate data protection or cybersecurity controls as required under this Agreement;

(vi) you misrepresent your authority, identity, or relationship with the Platform or a Member;

(vii) your conduct is otherwise, in the Platform’s reasonable opinion, inconsistent with the intended purpose of Adviser Access or the Platform’s policies, business integrity, or compliance obligations.

(c) The Platform may also suspend or restrict Adviser Access without prior notice in urgent circumstances, including to investigate suspected misuse, fraud, data breach, or unauthorised activity.

(d) The Platform may audit your activity logs following termination of this Agreement for compliance or security purposes, and may require you to provide confirmation that all Member Data in your possession or control has been securely and permanently deleted, unless retention is required by law.

(e) Upon termination, you must immediately cease accessing the Platform, and permanently delete all Member Data in your possession unless otherwise required by law.

11. Referrals

(a) You may, at your discretion, refer prospective users or clients to the Platform (“Referrals”) by using the settings available to you on the adviser portal, provided that:

(i) All Referral activities you undertake are lawful, accurate, and not misleading;

(ii) You do not make any representations, promises, or warranties on behalf of the Platform;

(iii) You do not engage in misleading or deceptive conduct, or provide financial product advice unless you are appropriately licensed or authorised to do so; and

(iv) You do not suggest that you act on behalf of, or are endorsed by, the Platform unless expressly authorised in writing.

(b) You acknowledge that making Referrals under this Agreement does not create any relationship of agency, partnership, joint venture, or employment between you and the Platform.

(c) The Platform has no obligation to accept any person you refer as a new Member and does not guarantee any entitlement to fees, commissions, rewards, or other benefits unless expressly agreed in a separate written agreement or formal referral program.

(d) If you participate in any formal referral, affiliate, or partner program offered by the Platform, separate terms and conditions will apply and must be accepted by you before any entitlement to commissions or other benefits arises.

(e) The Platform may revoke or suspend your Adviser Access, or your participation in any referral activities or programs, if you breach this Agreement, the Platform Terms of Use applicable laws, or any separate referral program terms, or if your conduct is, in the Platform’s reasonable opinion, inconsistent with its standards or compliance obligations.

12. Privacy and Collection of Adviser Information

(a) The Platform may collect Personal Information about you, including your name, email address, phone number, business name, IP address, login details, session logs, and usage activity.

(b) All Personal Information collected about you is handled in accordance with our Privacy Policy and applicable Privacy Laws.

(c) We may log your access to Member Data, including download activity, export actions, and API usage, for audit, security,  and platform risk management purposes. These logs may be reviewed during or after the term of this Agreement to ensure compliance with legal, contractual, and operational obligations.

(d) By accessing the Platform as an Adviser, you consent to such collection and use of your Personal Information.

13. General

(a) Entire Agreement

This Agreement constitutes the entire agreement between you and the Platform in relation to Adviser Access.

(b) No Agency

This Agreement does not create any relationship of agency, partnership, employment, or fiduciary duty between the Parties.

(c) Governing Law

This Agreement will be construed in accordance with and governed by the laws of Queensland. Each party submits to the non-exclusive jurisdiction of the courts of Queensland there in connection with matters concerning this Agreement.

(d) Severance

If any provision of this Agreement is wholly or partly invalid, unenforceable, illegal, void or voidable, this Agreement must be construed as if that provision or part of a provision had been severed from this Agreement and the parties remain bound by all of the provisions and part provisions remaining after severance.

(e) Dispute Resolution

The Parties shall endeavour to settle any dispute arising out of or relating to this Agreement, including with regard to its existence, validity or termination, by mediation administered by the Australian Disputes Centre before having recourse to arbitration or litigation.

(i) The mediation shall be conducted in accordance with the rules or guidelines for commercial mediation operating at the time the matter is referred to Australian Disputes Centre (“Guidelines”).

(ii) The terms of the Guidelines are hereby deemed incorporated into this Agreement.

(iii) This clause shall survive termination of this Agreement.

(iv) If the dispute is not resolved through mediation within sixty (60) days from the commencement of the mediation, either party may commence arbitration or litigation proceedings. The governing law for this Agreement shall be the laws of the State of Queensland, Australia.

For the avoidance of doubt, nothing in this clause prevents the Platform from seeking urgent injunctive or equitable relief from a court in Queensland, Australia, where necessary to prevent actual or threatened unauthorised use or disclosure of confidential information, infringement of Intellectual Property Rights, breach of data security obligations, or other irreparable harm.

(f) Variation

This Agreement may be amended or updated by the Platform from time to time. Continued use of Adviser Access after notice of any variation constitutes acceptance of the updated term.

(g) Assignment

(i) Subject to subparagraph (ii), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party.

(ii) A Party may assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

(h) Waiver

(i) No failure or delay by the Adviser in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same. No single or partial exercise of any right, power or privilege precludes any further exercise of the same or the exercise of any other right, power or privilege.

(ii) The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

(i) Conflict of Interest

You warrant that to the best of its knowledge no Conflict of Interest exists or is likely to arise in the performance of your obligations under this Agreement. You must not, during the course of this Agreement, engage in any activity likely to compromise your ability to perform your obligations under this Agreement fairly and independently. You must immediately disclose to the Platform any activity which constitutes or may constitute a Conflict of Interest.

(j) Further Assurance

Each Party to this Agreement will at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

(k) Notices

A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Agreement, or sent by facsimile to the facsimile number of the addressee.

Last updated: 16 July 2025

Updated on: 16/07/2025