Terms of Use

1. About These Terms

These Terms of Use (“Terms”) govern your access to and use of the BuildFair platform, including our website, web application, mobile application, and related services (together, the “Platform”). By accessing or using the Platform, you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy, each of which is incorporated into these Terms by reference.

If you use the Platform on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and “you” includes that entity. If you do not agree to these Terms, you must not access or use the Platform.

2. About BuildFair

The Platform is operated by BuildFair Pty Ltd (ABN 98 682 829 045, ACN 682 829 045) (“BuildFair”, “we”, “us”, “our”), a company based in Melbourne, Victoria, Australia.

BuildFair is a technology platform for the Australian construction industry. We do not hold customer funds, we do not hold an Australian Financial Services Licence, and we do not provide financial product advice, legal advice, or tax advice. Custody of project funds sits with our banking partner, as described in section 7.

3. Eligibility

To use the Platform you must:

• be at least 18 years of age;
• be an Australian resident, or operate a business registered in Australia;
• complete BuildFair’s identity verification process (section 5); and
• provide accurate and complete information during registration and keep it up to date.

4. Accounts and Security

When you create an account, you agree to provide accurate, current, and complete information, including your business name, ABN or ACN, contact details, and bank account details. You are responsible for maintaining the confidentiality of your login credentials, including any multi-factor authentication (MFA) codes, secrets, and recovery codes. You must notify us immediately at support@buildfair.com.au if you become aware of any unauthorised use of your account.

Multi-factor authentication is required on production accounts. You must not share your account with any other person or entity. We may suspend or terminate your account if we reasonably believe your account information is inaccurate or your account is being used in violation of these Terms or applicable law.

5. Identity Verification

Verifying every party on the Platform is central to how BuildFair works. As a condition of transacting on the Platform:

• all users must complete identity verification (for individuals) or business verification (for companies, including director and beneficial owner details), conducted through our verification provider;
• our banking partner conducts its own onboarding and verification checks before project accounts can be opened; and
• where card payments are available, payees are onboarded as merchants by our card payments partner, which conducts its own verification before a payee can receive card payments.

We may decline, suspend, or revoke access where verification fails, cannot be completed, or is later found to have been based on false or misleading information.

6. The Platform and Our Role

BuildFair provides, through the Platform:

• project payment workflows: invoicing, progress claims, approvals, variations, and scheduled releases of project funds;
• a double-entry, append-only ledger with cryptographic hash-chain integrity that records every financial event;
• automated reconciliation of banking records against the ledger;
• identity and business verification workflows (section 5); and
• project management tools for builders, owners, subcontractors, and suppliers, including quotes, contracts, defects, and document handling.

BuildFair’s role is to hold the rules and the records: we orchestrate payment flows, enforce project payment rules, and keep the audit trail. We are not a party to the building contract, subcontract, or supply agreement between users, and we do not guarantee the performance of any user’s obligations under those agreements.

The Platform provides information about construction payment legislation (including security of payment legislation) for general guidance only. The Platform does not administer statutory payment claims or adjudication, and nothing in these Terms excludes, limits, or modifies any rights you have under the security of payment legislation of any State or Territory. Platform records may be exported and used as evidence in statutory or legal processes.

7. Project Accounts and Custody of Funds

BuildFair does not hold your funds at any time. Project funds are held in dedicated project accounts with our banking partner, Kobble, operated by Yondr Money Pty Ltd under Australian Financial Services Licence 545391. BuildFair holds the verification and release authority over project accounts; the banking partner holds the money.

• A project account is opened for each project once the builder’s business verification with the banking partner is complete, and is dedicated to that project.
• Project accounts are accounts held with our banking partner under its licence. They are not statutory trust accounts, and BuildFair is not a trustee of project funds.
• Releases from a project account occur only when the project’s payment rules are satisfied (for example, an approved invoice or progress claim and the expiry of any applicable hold period).
• A project account can only be closed once its balance is zero. Remaining funds must be withdrawn or reconciled before closure.

8. Payments, Holds, and Controls

The Platform applies payment controls designed to protect all parties on a project. You acknowledge and agree that:

• Hold periods. Payouts are subject to a hold period (currently seven calendar days) between approval and release of funds. A further release period (currently seven calendar days) applies to final releases after project completion. We may vary these periods with notice via the Platform.
• Review and approval. Payouts are subject to review by BuildFair before release, and may be delayed or declined where we reasonably suspect error, fraud, or unlawful activity.
• Variations require dual approval. A contract variation takes effect only when approved by both the builder and the owner. You cannot approve a variation you submitted yourself.
• Security limits. We apply security and anti-fraud limits, including a maximum single payout amount, aggregate withdrawal velocity limits, and automated monitoring of unusual payment patterns. These limits are safety controls, not business caps, and may be adjusted for legitimate transactions on request.
• Retention. Where a project’s payment schedule provides for retention or a completion amount, that amount is withheld in the project account and released in accordance with the payment schedule once completion and defect requirements are met.
• Settlement. A payment is treated as final only on confirmation from banking records, not on submission or acknowledgement alone.

9. Card Payments

Where card payments are available, they are processed by our card payments partner, ZenPay (Zenith Payments). For card payments to a subcontractor or supplier:

• the payee is the merchant of record and is onboarded and verified by Zenith Payments before it can receive card payments;
• a card surcharge applies at cost, set by the card processing arrangement for that payee, with no markup added by BuildFair;
• the exact surcharge is quoted to you before payment, and you must expressly acknowledge the quoted total (invoice amount plus surcharge) before your card is charged. Quotes expire and must be refreshed if you delay; and
• the cardholder bears the surcharge.

Card details are collected and tokenised directly by Zenith Payments through its hosted payment page. BuildFair never sees or stores your full card number.

10. Subscriptions and Fees

Access to the Platform for builders, subcontractors, and suppliers requires a paid subscription. Owner accounts are free. Current pricing is published at buildfair.com.au/pricing or as otherwise agreed with you in writing. All prices are quoted in Australian dollars and are exclusive of GST unless stated otherwise.

• Billing. Subscriptions are billed via our subscription billing partner, Zenith Payments, using a tokenised card or bank direct debit instrument. Payment is required to activate a paid account.
• Term. Subscriptions have a 12-month initial term (billed monthly, annually, or per project as applicable to your plan), then continue month to month.
• Cancellation. After the initial term, you may cancel with 30 days’ notice by contacting support@buildfair.com.au. Cancellation does not affect funds already held in project accounts, which remain governed by the project payment rules and section 20.
• No per-transaction platform fee. Your subscription covers the platform fee. BuildFair absorbs our banking partner’s transaction fees on bank payments and payouts. The only payment-level cost passed to users is the card surcharge described in section 9, which applies only when a payer chooses to pay by card.
• Fee changes. We may update fees with at least 30 days’ notice. Fee changes apply from your next renewal, not retrospectively.
• Refunds. Except as required by law (including the Australian Consumer Law), subscription fees are non-refundable.

11. GST and Tax

The Platform calculates and reserves GST on applicable transactions. You are responsible for ensuring that your GST registration status and tax details are accurate and up to date, and for your own tax obligations. BuildFair does not provide tax advice; consult a qualified tax professional.

Financial records are retained for a minimum of 7 years in accordance with the Income Tax Assessment Act 1997 (Cth) and the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

12. Acceptable Use

Your use of the Platform is subject to our Acceptable Use Policy, which forms part of these Terms. In summary, you must not use the Platform for any unlawful purpose, submit false invoices or fabricated payment claims, attempt to launder money or finance terrorism, misuse the card payment rail, circumvent security or payment controls, or interfere with the Platform’s operation. Breach of the Acceptable Use Policy is a breach of these Terms.

13. Your Data and Intellectual Property

All content, software, designs, logos, and trademarks on the Platform are owned by or licensed to BuildFair and are protected by Australian and international intellectual property laws. You may not reproduce, modify, distribute, or create derivative works from any part of the Platform without our prior written consent.

You retain ownership of the data you submit to the Platform (invoices, project information, documents, photos, and similar). By submitting data, you grant BuildFair a non-exclusive, royalty-free licence to use, process, and store that data for the purpose of providing and improving the Platform, complying with law, and maintaining the audit record described in section 6.

Because the ledger and audit trail are append-only by design, financial records cannot be edited or deleted once written. Corrections are made by recording reversing entries, not by altering history.

14. Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which describes how we handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

15. Third-Party Services

The Platform integrates with third-party providers, including our banking partner (Kobble, operated by Yondr Money Pty Ltd under AFSL 545391), our card payments and subscription billing partner (Zenith Payments), and our identity verification provider. These providers operate under their own terms and their own regulatory licences and obligations.

Where a service is provided to you by a third party (for example, the holding of project funds by our banking partner, or card processing by Zenith Payments), that provider is responsible for that service under its own terms and licence. We take care in selecting our partners, but we do not guarantee the continuous availability of third-party services, and outages of banking, card, or verification services may delay Platform functions that depend on them.

BuildFair is not an AUSTRAC reporting entity. We perform identity verification and transaction monitoring as a matter of platform policy, and our banking and card partners perform their own regulated compliance processes. Where we are required by law, or where we reasonably suspect unlawful activity, we may share information with regulators or law enforcement.

16. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

To the extent our liability for breach of a non-excludable guarantee can be limited, our liability is limited, at our option, to resupplying the services or paying the cost of having the services resupplied.

17. Limitation of Liability

Subject to section 16, and to the maximum extent permitted by law:

• BuildFair’s total aggregate liability to you for all claims arising from or related to the Platform is limited to the total subscription fees you paid to BuildFair in the 12 months preceding the event giving rise to the claim;
• BuildFair is not liable for any indirect, incidental, special, consequential, or punitive loss, or for loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such loss;
• BuildFair is not liable for the acts, omissions, or solvency of any other Platform user, or for any user’s performance of a building contract, subcontract, or supply agreement; and
• BuildFair is not liable for loss to the extent it is caused by your breach of these Terms, your negligence, or inaccurate information you provided.

18. Indemnity

You indemnify BuildFair, its officers, directors, employees, and agents against claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of your breach of these Terms or the Acceptable Use Policy, your violation of any law, or your infringement of any third-party rights, except to the extent the loss is caused by BuildFair’s negligence or breach of these Terms.

19. Suspension, Freezes, and Termination

We may suspend or terminate your access to the Platform if:

• you breach these Terms, the Acceptable Use Policy, or any applicable law;
• we are required to do so by law, regulation, or a court order;
• we reasonably suspect fraudulent, illegal, or unauthorised activity on your account; or
• your identity verification fails or is revoked.

Separately, project accounts may be frozen as a protective measure, either by our team or automatically (for example, where reconciliation detects a discrepancy or a court order applies). A freeze is not a termination of your account:

• a soft freeze pauses new payouts; already scheduled payouts are held and resume when the freeze is lifted;
• a hard freeze stops new payouts and fails pending ones, which must be re-created after the freeze is lifted; and
• lifting a freeze requires review, and freezes applied under a court order can only be lifted consistently with that order.

We will tell you when a freeze is applied to your project account and, where lawful, why.

20. Closing Your Account

You may close your account at any time by contacting support@buildfair.com.au. Before closure:

• project accounts associated with your account must have a zero balance (funds withdrawn or reconciled); and
• any active projects should be completed, transferred, or otherwise resolved with the other parties to the project.

Financial and verification records must be retained for 7 years after account closure as required by Australian tax and record-keeping law, as described in our Privacy Policy.

21. Dispute Resolution

If a dispute arises between you and BuildFair in connection with these Terms, the parties agree to first attempt to resolve it through good-faith negotiation. If the dispute is not resolved within 30 days, either party may refer it to mediation administered by the Australian Disputes Centre. If mediation is unsuccessful, either party may commence proceedings in accordance with section 25. Nothing in this section prevents either party from seeking urgent injunctive relief, and nothing in it limits any statutory dispute rights you hold, including under security of payment legislation.

Disputes between Platform users (for example, between a builder and a subcontractor about work quality or payment entitlement) are matters between those users under their own contract. The Platform records evidence and enforces the project’s payment rules, but BuildFair does not adjudicate construction disputes.

22. Force Majeure

BuildFair is not liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disasters, pandemic, government actions, cyberattacks, telecommunications failures, or outages of banking, card, or other third-party systems.

23. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on the Platform and, where appropriate, by email, at least 30 days before they take effect where the change is adverse to you. Your continued use of the Platform after changes take effect constitutes your acceptance of the revised Terms. If you do not accept the revised Terms, you may close your account under section 20.

24. General

• Severability. If any provision of these Terms is found invalid or unenforceable, it will be severed without affecting the remaining provisions.
• Entire agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, and any written plan or pricing agreement between you and BuildFair, constitute the entire agreement between you and BuildFair regarding the Platform.
• Assignment. You may not assign your rights under these Terms without our written consent. We may assign our rights in connection with a merger, acquisition, or sale of our business, and will notify you if we do.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Notices. We give notices via the Platform or to the email address on your account. You must keep your email address current. Notices to BuildFair should be sent to support@buildfair.com.au.
• Survival. Sections 11, 13, 16, 17, 18, 20, 21, 25, and any other provision that by its nature should survive, survive termination or expiry of these Terms.

25. Governing Law and Jurisdiction

These Terms are governed by the laws of the Commonwealth of Australia and, to the extent the law of a State or Territory applies:

• for matters concerning a specific project, the laws of the State or Territory in which the project site is located; and
• for all other matters, the laws of Victoria.

Each party submits to the non-exclusive jurisdiction of the courts of the applicable State or Territory as determined above, and of the Federal Court of Australia. Nothing in this section affects your rights under the security of payment or home building legislation of the State or Territory where a project is located, or any mandatory consumer protection law of the place where you live.

26. Contact

If you have questions about these Terms, contact us:

• Email: support@buildfair.com.au
• BuildFair Pty Ltd (ABN 98 682 829 045), Melbourne, Victoria, Australia