The deal between
Venue Axis and your venue.

What's in these Terms — a plain-English guide

• 01. Acceptance — clicking accept binds your venue (not just you personally) to these Terms.
• 02. Who is responsible for AML/CTF compliance — your venue, not Venue Axis. Your venue confirms it is the AUSTRAC reporting entity. Those statutory obligations stay with you and cannot be transferred to a software vendor.
• 03. What Venue Axis does — software that helps you record and organise compliance work. We don't act as your Compliance Officer, we don't make compliance decisions for you, and we never lodge reports to AUSTRAC on your behalf without your explicit approval.
• 04. AI features — drafts and suggestions, not decisions. Your authorised staff are the only people who decide what gets lodged.
• 05. The 30-day pilot programme — free, with two commitments from your venue: (a) give us feedback, and (b) keep running your existing compliance system in parallel. Anything generated inside Venue Axis during the pilot is for evaluation only — it is not your record of regulatory compliance. Your existing system stays the canonical record.
• 06. Data and records — each side is independently responsible under the Privacy Act 1988 (Cth). AML/CTF record-keeping stays with your venue (seven years under s 107 ↗). Cross-border processing detail sits in the Data Processing Agreement.
• 07. Liability — capped at A$10,000 during the pilot. The cap does not cover fraud, wilful misconduct, or anything the Australian Consumer Law does not let us limit. You indemnify Venue Axis against third-party claims arising from your use.
• 08. Regulator notices — if AUSTRAC or another regulator compels us to produce records, we will tell you when we lawfully can and give you a chance to challenge before we hand anything over.
• 09. Termination and data return — we can end the pilot at any time. You can end it with 24 hours' written notice or by deactivating. After termination you have a seven-day window to export your data; then it is deleted.
• 10. Updates during the pilot — material changes get at least seven days' notice before they take effect.
• 11. Governing law — New South Wales courts.
• 12. Contact — legal@venueaxis.com.au.

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01. Acceptance of these Terms and your authority to bind the venue

By accessing or using the Venue Axis platform during the pilot programme, the natural person clicking "I accept" warrants that they are an authorised representative of the registered club or venue (the "Customer") with authority to bind the Customer to these Terms.

"Venue Axis" refers to Venue Axis Pty Ltd ACN [to be inserted before pilot activation] of Merimbula, New South Wales. "Customer" and "your venue" refer to the registered club or venue whose authorised representative accepts these Terms. "Platform" refers to the Venue Axis compliance software service, including the web application, mobile progressive web app, APIs, integrations, and any related documentation made available by Venue Axis to the Customer.

If you do not accept these Terms, you must not access or use the Platform.

02. Reporting-entity relationship

This section is the load-bearing legal allocation between Venue Axis and the Customer. The Customer is asked to read it carefully and to acknowledge it before accepting these Terms.

2.1 Customer warranty

The Customer warrants that:

• The Customer is a "reporting entity" under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (the "AML/CTF Act") by reason of providing one or more designated services listed in section 6 of the AML/CTF Act, including (where applicable) gaming machine services described in Table 3 items 5 and 10.
• The Customer is responsible for compliance with all of its statutory obligations as a reporting entity, including (without limitation): maintaining an AML/CTF Programme under s 26B ↗, ss 26C–26E ↗, s 26F ↗ and s 26H ↗ of the AML/CTF Act; conducting customer due diligence under s 28 ↗ and s 30 ↗; submitting Threshold Transaction Reports and Suspicious Matter Reports under s 41 ↗ and s 43 ↗; designating and maintaining a Compliance Officer under ss 26J–26M ↗; and retaining records for the minimum periods required by the AML/CTF Act, the AML/CTF Rules 2025, and any AUSTRAC guidance.
• These statutory obligations are non-delegable. The Customer's use of the Platform does not, and is not intended to, transfer, share, outsource, or otherwise reallocate any of those obligations to Venue Axis or to any other vendor.
• The Customer's acceptance of these Terms is consistent with AUSTRAC's published enforcement position that reporting-entity status is not delegable to technology vendors.

2.2 Customer acknowledgement of statutory position

The Customer acknowledges that the AML/CTF Act allocates reporting-entity obligations by statute and that this Agreement does not, and could not, modify that statutory allocation. The acknowledgement and warranty in this section operate as a contractual estoppel between Venue Axis and the Customer: the Customer will not later assert against Venue Axis that the Platform's use converted Venue Axis into a reporting entity in respect of any of the Customer's designated services.

2.3 Venue Axis is not a reporting entity for the Customer

Venue Axis is a software vendor. Venue Axis does not, and does not represent that it does, undertake the Customer's AML/CTF obligations, substitute for the Customer's Compliance Officer, make compliance decisions on the Customer's behalf, or lodge any report to AUSTRAC on the Customer's behalf.

03. Venue Axis's role

3.1 What Venue Axis provides

During the pilot programme, Venue Axis provides the Customer with access to the Platform, including the following categories of features:

• Compliance workflow tooling: structured recording of compliance events including incidents, welfare checks, inspector arrivals, machine malfunctions, and self-exclusion events.
• Customer due diligence and threshold monitoring support: tools to help the Customer's authorised staff identify when a patron's gambling transactions reach the post-31 March 2026 initial-CDD floor of A$5,000 or the Threshold Transaction Report threshold of A$10,000, and to record CDD interactions in structured form. Final determination of whether any transaction is reportable remains with the Customer's authorised staff.
• Suspicious Matter Report and Threshold Transaction Report drafting assistance: structured forms and templates to help the Customer's authorised staff prepare SMRs and TTRs for review and lodgement. Venue Axis does not lodge any report to AUSTRAC without explicit approval by the Customer's authorised staff.
• Training register management: tracking of staff training completion and records. Venue Axis does not deliver training.
• Audit log and evidence trail: timestamped records of compliance events and staff actions.
• Document generation: assistance generating AML/CTF programme documents, risk assessments, and implementation plans for review and adoption by the Customer.
• Integrations: ingestion of data from gaming machine systems and facial-recognition systems via documented adapters, where the Customer has configured such integrations.

3.2 What Venue Axis does not undertake

The Customer acknowledges and agrees that Venue Axis does not:

• Undertake any of the Customer's AML/CTF obligations under the AML/CTF Act or the AML/CTF Rules 2025.
• Act as Compliance Officer for the Customer or any venue.
• Lodge any report to AUSTRAC, the NSW Independent Liquor & Gaming Authority, NSW Police, the Office of the Australian Information Commissioner, or any other regulator without the explicit review and approval of the Customer's authorised staff.
• Make compliance decisions on the Customer's behalf, including customer due diligence determinations, suspicious-matter classifications, or risk-based-method outcomes.
• Provide legal advice or compliance advice. Nothing in the Platform, its documentation, or these Terms constitutes legal advice and the Customer must not rely on the Platform as such.
• Make any representation that the Customer's use of the Platform satisfies any specific regulatory obligation.

3.3 Compliance Officer designation

The AML/CTF Act requires each reporting entity to designate a natural person as its Compliance Officer (sections 26J–26M). The Customer is responsible for making and maintaining that designation, for notifying AUSTRAC, and for ensuring that the designated person meets the statutory requirements. The Platform's tools that support the Compliance Officer's workflow are support tools, not a substitute for the Compliance Officer.

3.4 Feature availability is not a regulatory obligation

The availability of a Platform feature, alert, calendar reminder, or notification does not create any regulatory obligation on the Customer to use that feature, nor any representation by Venue Axis that the feature's use satisfies any regulatory obligation. Conversely, the Customer's use or non-use of a feature does not affect the Customer's underlying statutory obligations.

04. AI features

The Platform includes features that use artificial intelligence and machine learning to generate draft documents, suggested classifications, summaries, and other outputs ("AI Output"). The Customer acknowledges and agrees as follows.

4.1 AI Output is decision-support, not a decision

All AI Output is decision-support material. The Customer's authorised user is the sole decision-maker on whether to adopt, modify, or reject any AI Output. No AI Output is automatically lodged with any regulator or treated as a decision by Venue Axis on behalf of the Customer.

4.2 Per-feature carve-out

For each AI feature on the Platform, including (without limitation):

• AML/CTF Programme draft documents
• Suspicious Matter Report drafts
• Threshold Transaction Report drafts
• Customer due diligence record drafts
• Board commentary drafts
• Anomaly classification suggestions
• Document data extraction

the Customer acknowledges and agrees that:

• The output is generated by a computer program;
• Venue Axis makes no representation that the output is correct, complete, regulatorily compliant, or fit for any specific purpose;
• The Customer's authorised user is the sole decision-maker on whether to adopt, modify, or reject the output;
• No AI Output is automatically lodged with any regulator.

4.3 APP 1.7 and APP 1.8 — Customer is the APP entity

Where any AI feature involves a decision that significantly affects an individual within the meaning of APP 1.7 of Schedule 1 to the Privacy Act 1988 (Cth) (as amended by the Privacy and Other Legislation Amendment Act 2024 (Cth) commencing 10 December 2026), the Customer is the APP entity making the decision and is responsible for any APP 1.8 disclosures. Venue Axis provides the AI Output as decision-support material only.

05. Pilot programme

5.1 Pilot duration

The pilot programme runs for thirty (30) days from the date the Customer's venue is activated on the Platform (the "Pilot Start Date"). The pilot programme ends at midnight (Sydney time) on the thirtieth day after the Pilot Start Date (the "Pilot End Date") unless extended by written mutual agreement signed by Venue Axis and the Customer's authorised representative.

5.2 Pilot is free; consideration

The Customer pays no fees for use of the Platform during the pilot programme. Consideration for the pilot programme is the Customer's commitment to:

• Provide feedback to Venue Axis through in-app feedback prompts, at-least-weekly check-ins, and a written end-of-pilot review;
• Comply with the parallel-run obligation in section 5.3;
• Permit Venue Axis to retain anonymised, non-personally-identifiable operational logs (response times, feature-use rates, error rates) for product-improvement purposes after the Pilot End Date.

The Customer warrants that the value of the Customer's commitments under this section is adequate consideration under Australian contract law and waives any future challenge to the enforceability of these Pilot Programme Terms on consideration grounds.

5.3 Parallel-run obligation — Customer warranty

Throughout the pilot programme:

• The Customer warrants that the Customer's existing compliance system, procedures, and records (whether paper-based, spreadsheet-based, or operated through a predecessor software product or any combination thereof) remain in operation as the canonical record of the Customer's regulatory compliance.
• Any output, record, draft, alert, calendar entry, AI Output, or other artefact generated within the Platform during the pilot programme is for the Customer's evaluation purposes only. It is not the Customer's record of regulatory compliance, it is not relied upon by the Customer for any regulatory purpose, and it is not used by the Customer in lieu of the canonical record maintained under the Customer's existing compliance system.
• The Customer will not deactivate, impair, or substitute the Customer's existing compliance system on the basis of the Platform's availability or output during the pilot programme.

5.4 Parallel-run obligation as condition precedent

The Customer's compliance with section 5.3 is a condition precedent to any claim by the Customer against Venue Axis arising from or in connection with the Customer's reliance on the Platform or any Platform output during the pilot programme. Where the Customer is in breach of section 5.3, the Customer's reliance on the Platform is not reasonable as a matter of contract, and any claim arising from that reliance is defeated by the breach.

This section does not exclude, and cannot exclude, liability for misleading or deceptive conduct under section 18 of the Australian Consumer Law, liability for fraud or wilful misconduct, or liability that cannot be excluded by law.

5.5 No representation of regulatory suitability

Venue Axis makes no representation, express or implied, that any Platform output produced during the pilot programme is suitable for, sufficient for, or accepted for any regulatory purpose. The Customer must independently form its own view on every regulatory question, relying on its existing compliance system, its Compliance Officer, and its own counsel.

5.6 Disclaimer of reliance

The Customer acknowledges and agrees that it has not relied on any pre-contractual or contemporaneous representation by Venue Axis regarding the regulatory suitability of the Platform or any Platform output during the pilot programme. The Customer's decision to participate in the pilot programme is its independent commercial decision.

5.7 No service-level commitment during the pilot

Venue Axis makes no service-level commitments of any kind during the pilot programme. Platform outages, feature regressions, data inconsistencies, and ingestion failures are expected during a pilot and are not breaches of these Terms. The Customer's existing compliance system in section 5.3 provides the continuity backstop.

5.8 Termination of the pilot programme

Venue Axis may terminate the Customer's participation in the pilot programme at any time, with or without cause, by notice to the Customer. The Customer may terminate by giving 24 hours' written notice to Venue Axis or by deactivating the Customer's account on the Platform.

On termination:

• The Customer's pilot data is retained by Venue Axis for a seven-day export window, during which the Customer may request a copy or initiate an in-app export.
• After the export window expires, the Customer's pilot data is deleted from Venue Axis's systems, subject only to retention obligations imposed by law or compulsory regulator process.
• Anonymised, non-personally-identifiable operational logs collected under section 5.2 are retained by Venue Axis for product-improvement purposes.

5.9 No automatic conversion to production terms

At the Pilot End Date, the Customer's participation in the pilot programme ends. The pilot programme does not automatically convert to a paid production engagement. To continue using the Platform after the Pilot End Date, the Customer must affirmatively accept the Venue Axis production Terms of Service (a separate document) by click-through or by written agreement. Until that affirmative acceptance occurs, the Customer's account is suspended and the Customer's pilot data is in the seven-day export window described in section 5.8.

06. Data and records

6.1 Each party is an APP entity

Each of Venue Axis and the Customer is an APP entity under the Privacy Act 1988 (Cth) in its own right and is independently responsible for compliance with the Australian Privacy Principles. The Customer is responsible for any APP 5 collection notices it provides to patrons and staff in respect of personal information collected through the Platform.

6.2 Cross-border processing

Venue Axis processes personal information on the Customer's behalf in Australia (Supabase ap-southeast-2, Sydney) with limited cross-border processing for specific service components disclosed in the Data Processing Agreement at Schedule 1. The Customer's APP 5 collection notices to patrons and staff must reflect the cross-border arrangements set out in the DPA.

6.3 Notifiable Data Breaches

The Data Processing Agreement at clause 7 sets out the parties' agreed allocation of Notifiable Data Breach handling under Part IIIC of the Privacy Act 1988 (Cth), including mutual 24-hour notification, joint assessment under section 26WH, and the default that Venue Axis prepares the statement under section 26WM where the breach affects personal information held on Venue Axis infrastructure.

6.4 Record retention by the Customer

The Customer is responsible for retaining records for the minimum periods required by applicable law, including (without limitation):

• Seven (7) years for AML/CTF records under section 107(1) of the AML/CTF Act;
• Three (3) years for gaming incident records under clause 50K of the Gaming Machines Regulation 2019 (NSW); and
• Three (3) years for the Liquor Act 2007 (NSW) section 72L incident register where applicable.

During the pilot programme, the Customer's canonical record-retention obligation is satisfied through the Customer's existing compliance system in section 5.3, not through the Platform.

07. Liability

7.1 Liability cap

To the extent permitted by law, Venue Axis's total aggregate liability to the Customer under or in connection with these Terms or the Customer's use of the Platform during the pilot programme is limited to A$10,000.

7.2 Exclusions from the cap

The limitation in section 7.1 does not apply to: liability for fraud or wilful misconduct; liability for misleading or deceptive conduct under section 18 of the Australian Consumer Law; or any other liability that cannot be excluded by law (including liability that cannot be excluded under the Australian Consumer Law).

7.3 Consequential and indirect losses excluded

To the extent permitted by law, Venue Axis is not liable to the Customer for any consequential, indirect, special, or punitive loss or damage, including loss of profits, loss of business, loss of data, loss of goodwill, loss of opportunity, or loss of regulatory licences, accreditations, authorisations or approvals, however arising. This exclusion is prominent, intentional, and intended to apply to all categories of loss other than those that cannot be excluded by law.

7.4 Customer indemnity

The Customer indemnifies Venue Axis against:

• Third-party claims (including claims by patrons, employees, contractors, agents, or visitors of the Customer) arising from or in connection with the Customer's use of the Platform during the pilot programme; and
• Reasonable legal costs and document-production costs incurred by Venue Axis in responding to any notice, summons, or compulsory production demand issued to Venue Axis by AUSTRAC, the NSW Independent Liquor & Gaming Authority, NSW Police, the Office of the Australian Information Commissioner, or any other Australian regulator, where the notice, summons, or demand arises from or relates to the Customer's acts or omissions.

The indemnity does not extend to any civil penalty, fine, infringement notice, or other regulatory penalty issued against Venue Axis for Venue Axis's own conduct.

The indemnity survives termination of the pilot programme and is time-limited to six (6) years from the Pilot End Date.

08. Regulator notices

Where Venue Axis receives a notice, summons, or compulsory production demand from an Australian regulator that relates to or compels production of the Customer's data or Venue Axis's records of the Customer's use of the Platform:

• Venue Axis will notify the Customer of the notice as soon as legally permissible, except where notification is prohibited by law (for example, in connection with a tipping-off restriction under section 123 of the AML/CTF Act).
• Where legally permissible and where the regulator's timeframe permits, Venue Axis will give the Customer reasonable opportunity to challenge or respond to the notice before Venue Axis produces any material.
• Where notification to the Customer is prohibited, or where the regulator's timeframe is shorter than the Customer's challenge cycle, Venue Axis will produce the material as required by law without further Customer consent. The Customer's consent to such production is deemed given by acceptance of these Terms.
• Venue Axis will provide the Customer with a copy of the material produced as soon as legally permissible.

09. Termination and data return

In addition to section 5.8 (Termination of the pilot programme):

• On termination of the pilot programme for any reason, Venue Axis will preserve the Customer's data for the seven-day export window described in section 5.8 and will provide the Customer with reasonable assistance to export the data during that window.
• After the export window, the Customer's data is deleted from Venue Axis's systems, subject only to retention obligations imposed by law or compulsory regulator process.

10. Updates to these Terms during the pilot

If Venue Axis materially changes these Pilot Programme Terms during the pilot programme, Venue Axis will give the Customer at least seven (7) days' notice before the changes take effect. Minor changes (formatting, clarification, placeholder details) may be made without advance notice. Continued use of the Platform after the effective date of a material change constitutes the Customer's acceptance of the updated Terms.

11. Governing law

These Terms are governed by the laws of New South Wales, Australia. Each of Venue Axis and the Customer submits to the exclusive jurisdiction of the courts of New South Wales.

12. Contact

For questions about these Pilot Programme Terms:

Email: legal@venueaxis.com.au Post: Venue Axis Pty Ltd, Merimbula, New South Wales

Signed for and on behalf of Venue Axis Pty Ltd: John Kosteroski, Director