Idealx Client Cash Placement and Earnings Agreement

Definitions and interpretation #

A specific meaning or rule in the relevant service clause prevails over a general definition. References to an accepted schedule or record mean the version supplied for that service, not an undisclosed internal policy. Mandatory legal rights and obligations are not displaced by these definitions.

About this agreement #

This agreement authorises the administration and permitted placement of eligible Client cash. It explains who holds that cash, how it can be moved between institutions, who receives earnings and when withdrawals must be released. It operates only with completed Cash Service Particulars and the effective arrangements identified there. It is not an offer of an interest-paying savings account.

1 Parties and operation #

1.1 Platform means Idealx Platform Pty Ltd, ACN 694 912 126, ABN 83 694 912 126, of Suite 109, Level 1, 40 Burgundy Street, Heidelberg VIC 3084, Australia. Client means the individual or entity identified in the acceptance record, acting in the capacity recorded there. Responsible Holder means each licensee, trustee or provider identified in the Cash Service Particulars as legally responsible for holding the relevant money or investment.

1.2 This agreement binds Platform and the Client when the Client electronically accepts it and Platform confirms acceptance under clause 1.7 of the Client Services Agreement; an accepted copy must be made available. A Responsible Holder becomes bound only through its documented participation, or supplies its own identified direct terms. Platform must obtain the required binding holder arrangements before activating placements. Merely naming a bank or provider does not make it a party or guarantor.

1.3 The Cash Service Particulars identify the applicable money, legal holder and capacity, statutory or trust regime, Client entitlement, permitted accounts, authorised currencies, earnings route, provider terms and withdrawal service. If the applicable regime requires a written investment agreement with the licensee, the identified licensee must be bound to that agreement and receive the Client's recorded authority. Platform may capture acceptance as its documented agent.

1.4 Mandatory law and an applicable express guarantee prevail. Completed Particulars may narrow these powers but cannot expand investment scope or reduce access rights through an undisclosed operational record. This agreement governs cash placement where inconsistent with general platform wording; payment instructions and other services remain subject to their accepted terms. A separately agreed Client interest entitlement prevails over the default earnings allocation.

An MDA does not automatically activate this cash-placement authority for managed cash. Where both services apply, the MDA disclosures identify the holding arrangement, interest allocation and conflicts, and the MDA terms prevail for the managed scope. No investment in a yield product, fixed withdrawal delay or guarantee arises merely from MDA acceptance.

2 Holding structure and Client entitlement #

2.1 Eligible cash must be held in the properly constituted trust or statutory client-money arrangements identified in the Particulars, segregated from operating funds. Where section 981B of the Corporations Act 2001 applies, the required account must be maintained by the relevant licensee. Platform's corporate authorised representative status does not itself make it that licensee or permit it to hold every category of cash.

2.2 Accounts may lawfully pool Clients' cash. The Responsible Holder must maintain records identifying entitlements, exposures, movements and recoveries and reconcile them as required by the applicable regime. Platform must maintain accurate corresponding platform records and arrange correction of discrepancies. A virtual account number or BSB is an allocation or payment identifier; it does not establish that a bank account is opened in the Client's own name.

2.3 Where a provider holds funds on trust for Platform, the complete legal chain protecting underlying Clients must be established and accurately disclosed. Such an account is not described as a direct trust for Clients unless that is its legal effect. Neither this agreement nor an internal ledger converts an ordinary operating account into a compliant trust account.

2.4 Cash and principal proceeds remain attributable to the entitled Client, subject to lawful settlement obligations, authorised charges and clause 7. They are not available as Idealx working capital, collateral for Idealx borrowing or a loan to another Client under this agreement. No general security interest or set-off for unrelated group or provider debts is granted.

3 Standing placement authority #

3.1 For the eligible cleared balances and currencies identified in the Particulars, the Client authorises the Responsible Holder, with Platform administering instructions within its authority, to allocate and transfer cash among permitted accounts, place deposits, renew them, receive proceeds and realise placements. The initial scope is at-call, notice and term deposits with Australian authorised deposit-taking institutions, only where lawful for that money and supported by the identified account and provider arrangements.

3.2 Holding cash in an interest-bearing client-money account is distinct from withdrawing it for investment. Where an investment authority is required, this agreement and the completed Particulars specify the investments under this clause, earnings under clause 4, realisation under clause 5, losses under clause 7 and charges under clause 8. No investment begins on an incomplete authority.

3.3 Platform may select or recommend institutions, divide balances, alter allocations and arrange renewals within this mandate; the Responsible Holder retains decisions and oversight that law or its role requires. Routine placements within the accepted scope need no repeated Client instruction. Selection may consider lawful earnings alongside safety, concentration, liquidity, operating reliability and applicable duties. No particular institution, allocation or highest available rate is promised.

3.4 Currency must match the Client's relevant cash entitlement. This agreement does not authorise foreign exchange solely to seek higher returns. Foreign placements, bonds, cash-management funds, stablecoins, other securities, lending and crypto programmes are excluded from the initial mandate. Adding them requires the appropriate separate authority, permissions and disclosures. Calling an instrument a cash equivalent does not include it in this authority.

3.5 Payment and trading instructions, settlement commitments and pending withdrawals take priority over new discretionary placements. Platform must distinguish balances available to trade, available to pay now and subject to the cash-release period. An unavailable balance must not be represented as instantly accessible.

4 Cash earnings #

4.1 Unless a separate written interest entitlement is agreed, this cash service pays no interest to the Client. Platform is commercially entitled to retain 100% of the interest, placement earnings, rebates and cash-administration remuneration that it may lawfully receive through the documented holder and provider arrangements. Earnings may vary or be zero. No rate or level of earnings is promised.

4.2 For an account maintained under section 981B, where regulation 7.8.02(7) applies, the account-maintaining licensee retains the account interest and discloses that treatment through this agreement and the Particulars. Its separate agreement determines any lawful onward payment to Platform. For permitted investments and other cash arrangements, the Particulars identify the legal recipient and agreed route to Platform. Client acceptance cannot assign a provider's own rights or compel it to remit money.

4.3 To the extent that the Client has an entitlement to placement earnings which may lawfully be allocated by agreement, the Client agrees that those earnings are allocated to the identified Responsible Holder for onward payment to Platform, or directly to Platform where that is the lawful documented route. The holder must account separately for principal and earnings. No allocation occurs in breach of trust, client-money, remuneration or other mandatory requirements.

4.4 Retained cash earnings do not include Client principal, principal recoveries, dividends, bond coupons, fund distributions, crypto rewards or another expressly promised Client return merely because it is credited as cash. Interest subsequently generated on an eligible cash balance is distinct. Ordinary cash-administration costs cannot be reclassified as a reduction of Client principal.

4.5 Retaining cash earnings creates a commercial incentive for Platform when selecting permitted placements. Platform may pay lawful referral remuneration from its revenue, subject to required disclosures. These interests do not authorise prohibited remuneration, override applicable duties or permit delaying withdrawals solely to earn more interest.

5 Realisation and liquidity #

5.1 On maturity, withdrawal or realisation, principal and principal proceeds must remain in or return to the appropriate trust or client-money arrangement and be allocated to entitled Clients. Renewals may occur within this mandate subject to pending instructions and liquidity requirements. Earned interest may be distributed separately only through the lawful route in clause 4.

5.2 Platform and the participating Responsible Holder must each maintain controls appropriate to their role supporting the withdrawal commitment. The holder must document concentration limits, reserves, staggered maturities and liquidity testing, including stressed withdrawals. Longer-dated deposits may be used only where enforceable timely release rights or independently sufficient, actually available lawful liquidity support the affected withdrawal obligations.

5.3 Expected new Client deposits, use of another Client's entitlement as credit, or a discretionary bank hardship concession is not adequate liquidity support. Corporate support must preserve trust and client-money requirements. Cash needed for a pending withdrawal must not be rolled over. Ordinary deposit maturities and break costs do not extend the agreed withdrawal period.

6 Withdrawal rights #

6.1 For eligible cleared cash, Platform must arrange release and submission of the payment instruction as soon as reasonably practicable and no later than ten Banking Days after a valid request is received, subject to clauses 6.4 and 7.5 and any mandatory shorter deadline. The bound Responsible Holder must perform its agreed release obligations supporting that commitment. This is a release and submission deadline, not a guarantee of when an external bank credits the recipient.

6.2 A Banking Day is a day other than a Saturday, Sunday or public holiday on which banks are generally open in Sydney, New South Wales. Receipt day is day zero. Requests received after 2 pm Sydney time, or on a non-Banking Day, count as received on the next Banking Day. The confirmation must show the applicable release deadline and expected additional receiving-bank or international transit time.

6.3 A valid request identifies the authenticated authorised person, amount, permitted verified destination and eligible cleared entitlement. Platform must promptly identify genuinely missing information. Routine internal verification does not restart the clock. Placing cleared cash into a deposit does not make it uncleared until maturity. Sale proceeds and fund redemptions retain their disclosed settlement timetable; a standing withdrawal request enters this timetable when eligible proceeds clear without a repeat request. Amounts already lawfully committed cannot be withdrawn twice; restrictions must be identified.

6.4 A hold beyond the deadline is allowed only for the affected amount and period reasonably necessary because of a legal prohibition or order, specific reasonable grounds concerning fraud or disputed ownership, or an actual external bank or payment-system disruption preventing payment despite reasonable mitigation. Platform must explain the reason and provide updates where lawful, release unaffected funds where practicable and act promptly when the cause ends. This does not excuse its own breach, inadequate controls, ordinary funding shortage or staffing delay.

6.5 The ten-day limit is an outside window, not a right to delay an otherwise practicable payment to increase earnings. No placement-administration or deposit-break fee is deducted from Client principal under this agreement. Separately accepted payment or currency-conversion fees remain applicable.

7 Institution failure and losses #

7.1 To the extent permitted by the actual legal structure and mandatory law, the Client bears an unrecovered loss attributable to its beneficial exposure to a permitted deposit-taking institution that fails to return funds, after applicable protection and recoveries. Merely administering cash or retaining earnings does not make Platform or Securities a guarantor of the institution. This allocation cannot replace an issuer's own repayment obligation with a Client loss or override an applicable express guarantee.

7.2 No Idealx entity is excused from loss it causes or contributes to through negligence, fraud, wilful misconduct, breach of trust, breach of mandate or another contractual or statutory duty. Selection, monitoring, diversification, segregation and recordkeeping duties remain applicable. The entity responsible must restore any amount for which it is liable to the proper account or entitled Client as required by law or its contract. No replacement obligation arises for institution-default loss where the entity has no contractual or legal liability for it.

7.3 The Responsible Holder must take reasonable steps within its role to preserve claims, pursue available deposit-protection and insolvency recoveries, account for them and distribute recovered principal, including later recoveries. Platform must provide reasonable records and administrative assistance. No disproportionate litigation expenditure is required solely by this clause if no other duty requires it. Mandatory insolvency distribution rules prevail over contractual allocation. Otherwise, pooled losses and recoveries follow governing trust terms and evidenced entitlements and exposures, without arbitrary allocation or preferential treatment for Idealx.

7.4 Principal recoveries are not Platform earnings. This agreement creates no recovery fee or authority to deduct general Idealx overheads. Lawful insolvency expenses or third-party deductions must be accounted for under the governing regime. Any Financial Claims Scheme protection depends on the actual institution, holder, account, currency, statutory limits and activation. A separate platform ledger or virtual account number does not give each Client separate cover. The Particulars must explain verified coverage and pooled-account limitations before activation.

7.5 An actual institution failure or binding resolution or insolvency restriction suspends the withdrawal deadline only for the affected amount and only while release is genuinely prevented, subject to mandatory obligations and enforceable guarantees. Available recoveries and unaffected funds must be released promptly. This does not excuse Idealx's own liquidity shortfall or extinguish its liability for breach. No asset-return deed applies to cash merely because it exists; its express scope determines coverage.

8 Charges and records #

8.1 No additional placement, monthly or annual cash-service fee is imposed by this agreement. Separate transaction charges apply only under the accepted Fee Schedule. No other party’s charge may be debited without a lawful disclosed authority.

8.2 Platform must provide accessible transaction and balance records identifying material restrictions and the applicable service terms. The Responsible Holder must supply the records needed to establish entitlements and support required statements and reconciliations. Neither an indicative display nor an error in a ledger changes the Client's actual legal entitlement; verified errors must be corrected with an explanation.

9 Changes and ending the service #

9.1 Platform may add or replace institutions and providers within the accepted scope. Routine routing or allocation changes need no new acceptance of unchanged terms. Before a material change to the legal holder, Client entitlement, holding regime, fees, access or risk, Platform must provide required disclosures and notices, obtain any required express consent and complete provider onboarding. It cannot use an institution-selection power to enlarge this mandate.

9.2 For a proposed adverse contractual change, Platform will ordinarily give at least thirty days' advance notice and a reasonable opportunity to exit before it takes effect. A longer mandatory period applies where required. A shorter period is allowed only to the extent reasonably necessary for a legal requirement or urgent protective action, with explanation and notice as soon as lawful. Notice alone is not consent where consent is required. Changes do not retrospectively remove accrued rights.

9.3 The Client may stop new placements or end the service by an authenticated instruction. Platform may cease offering it on thirty days' notice or sooner where legally required or reasonably necessary to address a material security or compliance risk. Existing placements must be realised and cash released within clause 6, subject to its genuine exceptions. No new placement or renewal may frustrate an exit. If another permitted cash service is unavailable, closure and return to a verified destination may be required.

9.4 Client money, records, recovery and accrued rights survive termination as necessary. Transfer of Platform's business may occur only under the applicable lawful assignment or novation process, preserving Client rights and required consent. Corporate ownership does not change ownership of Client cash.

10 Communications and legal rights #

10.1 Support is available at support@idealx.com, contractual notices at notices@idealx.com, and complaints at complains@idealx.com. Platform must route complaints to the responsible entity where appropriate. Applicable external dispute-resolution rights and details must be supplied for each service; no internal referral removes a Client's available rights.

10.2 Electronic acceptance, records and notices may be used in accordance with applicable law and the agreed electronic-delivery arrangements. An entity representative confirms authority to bind the identified Client in its recorded capacity. An adviser's or Console user's acceptance binds a Client only within a valid mandate; professional status alone is insufficient.

10.3 This agreement is governed by Victorian law and applicable Australian Commonwealth law. The parties submit to non-exclusive jurisdiction of competent Victorian courts. Mandatory rights, available complaints processes and any non-excludable rights to bring proceedings elsewhere remain unaffected. An invalid provision is severed only to the extent possible without changing the agreement's substantive character. No general liability limitation in other Platform terms excludes mandatory duties or reduces the obligation to account for and return money legally due.

Schedule A Cash Service Particulars and acceptance #

Your Cash Service Particulars form part of this agreement and identify your legal account and signing capacity, the eligible balances and currencies, the Responsible Holder and its authority, and the effective service date. They describe the legal holding arrangement, institution or accessible institution register, your entitlement, applicable provider terms and any restrictions on deposit types.

The earnings record states the lawful recipient and allocation of interest. Unless it expressly grants you interest, your cash interest entitlement is zero and Platform retains the earnings it is legally entitled to receive. The particulars also state the withdrawal route, release deadline and expected additional payment transit, applicable transaction charges, complaint routes and institution-failure and deposit-protection position.

Before you opt in, the service review shows the main terms: no client interest unless separately agreed; Platform retains eligible earnings; release and payment submission may take up to ten Banking Days subject to clause 6; external transit may take longer; and institution failure may cause loss as explained in clause 7. Your separate approval authorises only the arrangement shown.

Idealx provides the agreement, service particulars and required provider documents before acceptance and supplies an accessible accepted record. Routine placements within the accepted mandate do not require repeat consent. Changes outside that mandate follow clause 9.