For more information about BizPay solutions, call us on 1300 424 972 or email info@bizpay.com.

Terms and Conditions

By using this website and its services you agree and give your consent to the following terms and conditions:

Table of Contents

Website Terms and Conditions

1. Consent to Collect Personal Information

By accepting the following terms and conditions you consent to BizPay Group Limited ACN 633 797 627 and its related companies from time to time (‘we’, ‘us’) collecting, using and disclosing personal information about you in accordance with our Privacy Policy https://bizpay.com/privacy (as updated from time to time).

A summary of some of the key terms of our Privacy Policy is set out below.

We may use personal information about you for the purpose of providing you with credit, for direct marketing of products, and to enhance services offered by us or any of our associates. The information provided by you will be held by us in accordance with our Privacy Policy. You can gain access to the information held about you by contacting us on info@bizpay.com. You have the right to request not to receive direct marketing material by advising us at any time. It is not mandatory for you to provide us with the personal information that we request – however if you do not do so it may affect the products and services that we can provide to you.

You consent that we (including any of our overseas associates on our behalf) can do any of the following at any time:

Credit information: Seek and use personal credit information about you to assess an application for credit.
Landlord information: Seek and use landlord information and rental confirmation from your current landlord.
Obtain a credit report from credit reporting bodies: Seek and use a credit report about you provided by a credit-reporting agency for the purpose of assessing your application.
Provide information to credit reporting bodies: Give to a credit reporting body personal or commercial information about you. The information may include identity particulars; the fact that credit has been applied for and the amount; the fact that we are a current credit provider to you; advice that payments are no longer overdue; advice that cheques drawn by you have been dishonoured more than once; in specified circumstances that in our opinion you have committed a serious credit infringement; and the credit provided to you by us has been paid or otherwise discharged.
Disclose personal information: Disclose personal information about you as required by law, or to organisations involved in providing credit to you, any of our associates or contractors, or people considering acquiring or taking an interest in our business or assets. This includes disclosing personal information about you to the third party technology providers that we use to process your application for a loan, some of whom are based overseas.

Customer identification: Disclose personal information about you to a credit reporting agency for the purpose of verifying your identity against the information held on your credit file. Should you not agree to have your identity verified by these means, please contact us so that we can discuss other options with you.

Provide information about your loan, which may include personal information, to any introducer including but not limited to the loan term, balance and repayment history.

 

2. Consent to Receive Contract Documentation Electronically

Consent to Receive Contract Documentation Electronically

You consent to us sending you notices and other documents in connection with your dealings with us by electronic means (“Electronic Communication”), including by email, text or by the member log-in area via our web site. You understand that upon the giving this consent:

We will make all notices, statutory disclosures (including, if applicable, the Information Statement and Credit Guide), statements of account, copy of the contract and other documents available for a reasonable period of time in the customers log-in area on our website for retrieval by you, OR we will send you such documents by e-mail or other form of electronic communication;

If the information is displayed in the customers log-in area, we will promptly send you an e-mail or other form of electronic communication to the e-mail address nominated notifying you that information is available for retrieval from our website and notify you of the nature of that information;

You must regularly check your nominated e-mail inbox for notices. You may withdraw your Electronic Communication consent at any time by contacting us on info@bizpay.com, provided you provide a suitable means for us to communicate with you.

 

3. User Authorisation

You are advised to keep your log-in details private and confidential. Your log-in details are your responsibility and we advise you not to share those details with any party. You hereby acknowledge that any party that accesses your account does so as your agent and accordingly you agree to be bound by any transactions effected through their use of your account.

 

BizPay Account Terms and Conditions

Thank you for choosing to create an online account (BizPay Account) with BizPay Group Pty Ltd (ACN 633 797 627) (BizPayweus). BizPay may provide you with services from time to time (BizPay Services). You can use your BizPay Account to access the Services and in some cases, this may be required prior to receiving Services. These account terms (Account Terms) set out the terms and conditions that apply to you opening, using and closing a BizPay Account.

By requesting BizPay to open a BizPay Account, you acknowledge and agree to these Account Terms. If you do not agree to these Account Terms, you will not be able to open a BizPay Account.

1. Opening your BizPay Account

(a) When you request to receive BizPay Services, we may require you to open a BizPay Account that is attributable to you and your interaction with BizPay.

(b) To be eligible to open a BizPay Account you must:

  1. be a corporate entity, organisation or individual (including, without limitation, a partnership, trust, association or sole trader) carrying on business;
  2. have a valid and verifiable email address;
  3. use your real name, provide true and accurate details and not use an alias or false identity (even with the consent of the person whose identity is being used) or provide false, inaccurate or misleading details or seek to establish a fake, untraceable or unverifiable BizPay Account; and
  4. pass any assessment checks set out in clause 2.

(c) Despite anything in these Account Terms, we may in our sole discretion refuse to open a BizPay Account for you.

(d) Once created, you will be able to gain access to your BizPay Account by using our Website. When you create a BizPay Account, you will be prompted to provide your email address and select a secure password (which you will be required to confirm). Once created, you may subsequently access your BizPay Account using your email address and secure password.

(e) You are responsible for maintaining the security of your BizPay Account details, including by not disclosing your password to any other person. BizPay has no responsibility for unauthorised access or use of your BizPay Account unless, after investigating any breach, it is determined that BizPay has failed to take reasonable steps to prevent the unauthorised access or use.

(f) You acknowledge and agree that if a person accesses any BizPay Services (including instructing us to initiate transactions on your behalf) by using your BizPay Account (whether with or without your authorisation), that person will be deemed to act on your behalf and that will not affect your obligations under any agreement with us, regardless of whether:

  1. we are, or at any time become, aware of the use of your BizPay Account not being authorised by you (unless you have explicitly informed us that your BizPay Account has been compromised before any use of the BizPay Account takes place);
  2. there is a dispute, breach, defect or other issue in relation to your BizPay Account or the BizPay Services or any associated contract or any agreement; or
  3. any rights or claims that we may have against that person, except to the extent any use of your BizPay Account by that person is due to our negligence, fraud, wilful misconduct or breach of an agreement or the negligence, fraud or wilful misconduct of our agents, contractors, officers or employees.

2. Assessment and checks

2.1. Assessment

(a) Prior to opening a BizPay Account or providing you with access to certain BizPay Services, we may be required to undertake certain assessments or background checks (for example, checks regarding your financial circumstances prior to providing you with any credit).

(b) All assessment criteria are determined by BizPay in its absolute discretion, from time to time.

(c) BizPay‘s assessment may involve making enquiries as to your financial circumstances and performing certain verification of your financial information, which may involve obtaining credit information and credit reports from various credit reporting bodies. Our processes for undertaking these credit assessments and disclosing any of your personal information with credit reporting bodies is set out in BizPay‘s Credit Reporting Policy (available here).

(d) BizPay may obtain relevant financial information relating to your credit worthiness from suppliers that contract with BizPay in relation to transactions with those suppliers. By accessing the BizPay Services, you acknowledge and agree that BizPay may obtain this information from those suppliers. Any personal information received from suppliers will be handled in accordance with our Privacy Policy (available here).

2.2. Anti-money laundering and counter-terrorism financing

(a) As part of the global initiative to combat financial crime, in particular money laundering and terrorism financing we have regulatory obligations under various anti-money laundering and counter-terrorism financing laws, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Laws).

(b) Prior to opening a BizPay Account or providing you with access to certain BizPay Services, we will undertake customer due diligence (CDD) processes which will include collecting and verifying identification and ownership information about you, your officers, beneficial owners and any other associated individuals or entities as required under the AML/CTF Laws. This may include personal information, including full names, home addresses, phone numbers, email addresses, dates of birth, countries of residence, nationality, government issued identification, tax identification number, bank account information, a liveness video or photograph, the purpose of the transaction and the source of your funds (KYC Documents).

(c) You agree to provide all KYC Documents and reasonable assistance to us in complying with our obligations under the AML/CTF Laws. We may refuse to provide you with access to a BizPay Account and the BizPay Services if you do not assist us in complying with the AML/CTF Laws.

(d) You acknowledge and agree that we may use your KYC Documents to make enquiries with third parties that are necessary to verify your identity. You agree that we may disclose your KYC Documents (including any personal information) for this purpose.

(e) The nature and extent of the information we request may differ based on our risk assessment policy. In some instances, we may contact you to obtain additional KYC Documents, and we will not be able to provide you with access to certain BizPay Services until the information requested is provided in a timely manner and to our satisfaction.

(f) You confirm that all KYC Documents and information you provide to us are accurate and complete. You agree to notify us of any changes to any KYC Documents or information you have provided.

(g) Our processes for collecting, storing and using your personal information is set out in our Privacy Policy (available here).

3. Your obligations

By holding a BizPay Account, you agree that you will:

(a) pay any applicable fees associated with your use of your BizPay Account and any BizPay Services;

(b) not provide us with any information that is false, inaccurate or misleading (including, without limitation, in relation to you or any of your officers, employees or shareholders);

(c) ensure any information about you or any of your officers, employees or shareholders, including contact details, is true, current and complete. If any information you provide to us changes, you must immediately update it through your BizPay Account;

(d) provide to us (if requested and in a timely manner) all documentation relating to the identity of your officers, shareholders and other persons that may control you;

(e) not use your BizPay Account or any BizPay Services for any unlawful, fraudulent or improper activity;

(f) cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity on your BizPay Account;

(g) be aware of and pay any taxes that may apply to your use of any BizPay Services;

(h) not permit others, unless authorised by you, to use your BizPay Account, or allow anyone else to have or use your account details;

(i) not use any technology (device, software or hardware) to damage, intercept or interfere with your BizPay Account or our Website;

(j) immediately contact us if you believe that your BizPay Account may be subject to unauthorised access, account takeover or other type of fraudulent activity or security breach;

(k) authorise us to disclose card-related profile and payment behaviour information to third parties (including, without limitation, Visa and MasterCard) for the purpose of eliminating fraud and illicit behaviour; and

(l) not open or use more than one BizPay Account.

4. Third party connections

Where you request your BizPay Account to be connected to the platforms and interfaces operated by third party providers (as supported by BizPay from time to time), you acknowledge and agree that any such connection will be subject to you providing consent to certain terms and conditions, including data and personal information sharing, as notified to you before the connection is established. You must agree to any such terms and conditions in order to connect your BizPay Account.

5. Closing your BizPay Account

(a) You may request to close your BizPay Account by contacting us. You may only request to close your BizPay Account if:

  1. all amounts owing to us by you have been paid in full to us; and
  2. no disputes are in progress.

(b) You may not close your BizPay Account to evade investigations of any nature and your BizPay Account will remain open pending the finalisation of all investigations, if applicable.

(c) We may suspend or close your BizPay Account either temporarily or permanently for any reason, within our reasonable discretion, including, without limitation, where:

  1. we reasonably consider it necessary to do so in order to:
    1. protect the integrity of the Website or our other systems;
    2. prevent fraud;
    3. limit the risk of money laundering or terrorism financing; or
    4. otherwise protect us against legal, regulatory or non-payment risk;
  2. you do not pass verifications or checks;
  3. we reasonably suspect, or are aware, that you have breached any terms and conditions between you and us or by providing us with false, inaccurate or misleading information or using your BizPay Account; or
  4. we otherwise reasonably consider the activity associated with the BizPay Account to be suspicious.

(d) We will use our best efforts to provide written notice to you before suspending or closing your BizPay Account, except where doing so may compromise any investigation related to your breach of any terms and conditions between you and us, or any unlawful or improper conduct by you.

6. Warranties and liability

(a) All express or implied guarantees, warranties, representations, statements, terms and conditions relating to your BizPay Account that are not contained in these Account Terms, are excluded to the maximum extent permitted by law.

(b) In particular, and without limiting paragraph (a):

  1. while we endeavour to provide a convenient and functional BizPay Account, we do not guarantee that your requirements will be met or that your use of the BizPay Account will be uninterrupted, error free or that your BizPay Account is free of viruses or other harmful components; and
  2. we cannot be responsible for any loss, corruption or interception of data sent to or from your BizPay Account which occurs outside of our computer systems (such as those which occur while being sent over the internet).

(c) We recommend that you install and use up-to-date anti-virus, anti-spyware and firewall software on your computer.

(e) If any guarantee, term, condition or warranty is implied into these Account Terms under the Australian Consumer Law or any other applicable legislation (a Non-Excludable Provision) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:

  1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
  2. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

(f) Subject to paragraphs (g) and (h) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to these Account Terms or your BizPay Account whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to AUD$100.

(g) Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:

  1. special, indirect, consequential, incidental or punitive damages; or
  2. damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data,

whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.

(h) Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability.

7. Limitation of Liability

(a) We will not be liable for any loss (including consequential and economic loss), damage, cost or expense suffered or incurred by you as a direct or indirect result of anything we do or fail to do, apart from a failure to do something which we are expressly required to do by the Terms and Conditions. This does not include a loss which is caused by our negligence, fraud or wilful misconduct, or that or our agents, contractors, officers or employees.

(b) All warranties, representations and guarantees in relation to the services we provide (including guarantees in connection with the continuous, uninterrupted or secure access to our services and representations or warranties regarding the period of time needed to complete processing of transactions) are excluded to the maximum extent permitted by law. Our liability for a breach of an implied warranty, representation or guarantee that by law cannot be excluded is limited (at our option) to the supplying of the service again or the payment of the cost of having the service supplied again when the law permits that limitation.

(c) To the full extent permitted by law:

  1. our liability for all claims arising under or related in any way to an Agreement no matter how arising, and whether in contract, tort (including negligence), or otherwise, will not exceed the amount you have actually paid to us under that Agreement; and
  2. except for claims arising under or in respect of clauses 7 or 8, your liability for all claims arising under or related in any way to an Agreement no matter how arising, and whether in contract, tort (including negligence), or otherwise, will not exceed the total value of any affected Transaction(s), including any payments and Late Fees; and
  3. no party (including in relation to BizPay, each BizPay Affiliate, or any third party providing services on behalf of BizPay), will be liable for any Consequential Loss arising under or related in any way to the Agreement no matter how arising and whether in contract, tort (including negligence) or otherwise.

(d) BizPay and each BizPay Affiliate, or any third party providing services on behalf of BizPay, and the directors, employees, officers, agents and representatives of them, will not, to the extent permitted by law and subject to clause 2.2, be liable for any loss or damage (including any direct, indirect or Consequential Loss or damage) you or any third party may incur from your purchase or use of any Services from a Supplier, except to the extent that we cause such loss or damage (in which case, our liability to you is limited as set out in clause 7.3(c) above). You acknowledge that any business related claims you may have in respect of the Services purchased from a Supplier will be a matter between you and the Supplier, subject to any obligation on us to process refunds and cancel future payments in accordance with the Agreement and our agreement with the Supplier.

(e) To the extent permitted by law, a party’s liability to the other party under or in connection with an Agreement is reduced to the extent, if any, to which the other party’s acts or omissions cause or contribute to its own loss or damage.

(f) The parties will take all reasonable steps to mitigate any loss incurred by them under an Agreement.

8. Indemnification

(a) You are responsible to BizPay and any BizPay Affiliate to the extent they are involved in our provision of services to you for any claim, demand, loss, costs (including reasonable legal fees), expenses or damage they suffer or incur:

  1. in connection with the Services or the BizPay Account;
  2. in connection with or arising out of your breach of any Agreement or any claim or demand made by any third party due to or arising out of your breach of an Agreement, or your breach of any law or of the rights of a third party relating to your use of our services or Website; and
  3. as a direct or indirect consequence of unauthorised users accessing your account as a result of your negligence. To the extent that clause 8(a) gives a non-party rights, BizPay contracts as trustee of the rights given under that clause.

(b) You must indemnity and keep indemnified BizPay and those BizPay Affiliates against any claim, demand, loss, costs (including reasonable legal fees), expenses or damage they suffer or incur for any reason outlined in paragraphs (i), (ii) or (iii).

(c) Your liability under clauses 8(a) and 8(b) will be reduced proportionately to the extent that BizPay, its contractors or agents or the BizPay Affiliate caused or contributed to the relevant claim, demand, loss, cost, expense or damage.

(d) This clause 8 survives termination of any Agreement.

9. Notices and communication

9.1. How we will communicate with you

(a) These Account Terms and any other agreement you have with us may be provided electronically. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (Communications) that we provide you. We will provide you with these Communications to you by posting them on our website, emailing them to you at the email address you provided, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification. Where a Communication is sent through electronic means, service is taken to be effective on the day on which it is sent.

(b) Alternatively, we may choose to give Communications to you by serving it personally at, or sending it by post to, your nominated business or postal address listed on your BizPay Account.

(c) Where a Communication is served:

  1. personally, service of the notice is taken to be effected when delivered;
  2. by post, service of the notice is taken to be effected on the fourth day after the date of posting; and
  3. by email, or through other electronic means, service of the notice is taken to be effected on the day on which it is sent, unless we receive notification that delivery has failed.

(d) You consent to us using your contact details to:

  1. contact you on an ongoing basis for marketing purposes whether by email, SMS, phone or otherwise (unless you have notified us that you do not wish to receive such communication); and/or
  2. contact you in relation to these Account Terms, your BizPay Account and/or any BizPay Services you have or will receive.

(e) You acknowledge that we (or any third party providing services on behalf of us) may monitor or record telephone conversations or electronic communication for quality control and training purposes or for our own protection. We do not provide any guarantee that any such monitoring or recording will be retained or retrievable.

9.2. How you can communicate with us

Except as otherwise notified to you, you may contact us through the following details:

(a) Calling us on: 1300 424 972

(b) Emailing us at: info@bizpay.com

(c) Mailing us at: Suite 1 Level 7, 25 Bligh Street, Sydney NSW 2000

10. General

(a) We may revise these Account Terms from time to time. We will notify you of any such revisions by publishing a new version of the Account Terms on the Website and notify you on your BizPay Account or by email. Any subsequent use of your BizPay Account will constitute your acceptance of the revised Account Terms. If you do not agree, you must close your BizPay Account.

(b) Additional terms and conditions may also apply to your use of the BizPay Services. All such additional terms and conditions apply in addition to, and prevail over, these Account Terms.

(c) If any part of these Account Terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

(d) These Account Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia.

(e) Nothing in these Account Terms limits any liability we or you may have in connection with any representations or other communications (either oral or written) made prior to these Account Terms, where such liability cannot be excluded (including under section 18 of the Australian Consumer Law).

(f) Subject to paragraph (e), these Account Terms supersede all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.

(g) Neither party will be liable for any failure or delay in performing any of its obligations under these Account Terms if such delay is caused by circumstances beyond that party’s reasonable control.

(h) The provisions of these Account Terms which by their nature survive termination or expiry of these Account Terms will survive termination or expiry of these Account Terms.

(i) No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.

(j) The word “including” when used in these Account Terms is not a term of limitation.

11. Definitions

The following definitions apply:

Account Terms means these terms and conditions.

AML/CTF Laws has the meaning given in clause 2.1(a).

BizPayweus or our means BizPay Group Limited (ACN 633 797 627).

BizPay Account means the online account created for you on the Website to enable you to access BizPay Services.

BizPay Services means the services that BizPay may provide you from time to time through your BizPay Account.

CDD means customer due diligence.

Communications has the meaning given in clause 7.1(a).

KYC Documents has the meaning given in clause 2.1(b).

Non-Excludable Provision has the meaning given in clause 6(e).

Website means www.bizpay.com

(b) Additional terms and conditions may also apply to your use of the BizPay Services. All such additional terms and conditions apply in addition to, and prevail over, these Account Terms.

(c) If any part of these Account Terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

(d) These Account Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia.

(e) Nothing in these Account Terms limits any liability we or you may have in connection with any representations or other communications (either oral or written) made prior to these Account Terms, where such liability cannot be excluded (including under section 18 of the Australian Consumer Law).

(f) Subject to paragraph (e), these Account Terms supersede all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.

(g) Neither party will be liable for any failure or delay in performing any of its obligations under these Account Terms if such delay is caused by circumstances beyond that party’s reasonable control.

(h) The provisions of these Account Terms which by their nature survive termination or expiry of these Account Terms will survive termination or expiry of these Account Terms.

(i) No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.

(j) The word “including” when used in these Account Terms is not a term of limitation.

Payment Account Terms and Conditions

SUMMARY:

  • You may obtain goods and services (Services) from a supplier (Supplier). The Supplier issues an invoice to you for those services.
  • At your direction, BizPay may pay the Supplier the amount of the invoice in consideration for you agreeing to make payments to BizPay in respect of that invoice in agreed instalments (Facility). The terms of the Facility are set out in these terms and conditions (Payment Terms) and the payment agreement between you and BizPay, included at Schedule 1 (Payment Agreement). The Payment Terms are incorporated into the Payment Agreement.
  • Each time you and BizPay execute a Payment Agreement, a separate contract is made between you and BizPay (Transaction). A Transaction directs BizPay to pay the invoice specified in the Payment Agreement and for you to pay BizPay the instalments specified in the Payment Agreement.
  • BizPay only transacts with corporate entities, organisations or individuals (including, without limitation, partnerships, trusts, associations or sole traders) carrying on business. The individual who executes a Payment Agreement on your behalf must be over 18 years and by executing confirms that they have the necessary capacity and authority to execute a contract on your behalf.
  • All Transactions are subject to BizPay’s absolute discretion and approval. If you have any overdue payments BizPay may decline to enter into any transactions with you until all overdue payments are made.
  • You can make payments to BizPay under the Payment Agreement at any time BEFORE the due date. Otherwise, BizPay will automatically debit payments on the scheduled dates from your nominated payment method. If a payment is not processed or debited on or before the due date, late fees will apply.
  • If you won’t be able to pay BizPay on the due date, please contact us as soon as possible.
  • The Supplier remains responsible for the Services it supplies to you. In particular, statutory warranties, replacement guarantees and refunds are the responsibility of the Supplier. BizPay is not responsible for the Services the Supplier supplies or should supply to you. In all cases, you will be required to continue to pay your instalments to BizPay until the full amount is settled.

1. These Payment Terms

1.1 Our agreement

Each Transaction is a separate contract between the company named in a separate Payment Agreement (you or your) and BizPay Group Limited (ACN 633 797 627) (BizPayweus or our). These Payment Terms are incorporated into the Payment Agreement and set out the terms and conditions that apply to your use of our Facility in connection with the invoice specified in the Payment Agreement. You agree to the Payment Terms by executing the Payment Agreement or using the Facility. If you do not agree to be bound by the Payment Terms, you must not execute a Payment Agreement or use our Facility.

1.2 Policies incorporated into the Payment Terms and Payment Agreement

Before you use our Facility, you should read the Payment Terms and Payment Agreement, as well as BizPay’s Privacy Policy (availablehere), our Website terms and conditions (available here), BizPay Account Terms (available here). and any other policies notified by us and made available on the BizPay Website (Policies). Policies are incorporated into the Payment Terms and by agreeing to the Payment Agreement you also agree to the Policies.

2. Facility and eligibility

2.1 Facility

The Facility allows you to submit Transactions under which BizPay will pay your invoice to a nominated Supplier and you will make payments to BizPay in respect of that invoice in agreed instalments.

2.2 Eligibility

(a) To be eligible to use the Facility you must:

  1. be a corporate entity, organisation or individual (including, without limitation, a partnership, trust, association or sole trader) carrying on business;
  2. have an open BizPay Account;
  3. execute the Payment Agreement for each Transaction or agree to it in another way which is acceptable to us. The individual who executes a Payment Agreement on your behalf, or agrees to it in another way on your behalf, must be over 18 years and must have the necessary capacity and authority to execute a contract (or agree to it) on your behalf;
  4. have access to a valid Payment Method accepted by us; and
  5. meet BizPay’s requirements in relation to any assessments and background checks.

(b) By accessing and using the Facility, you represent and warrant that:

  1. you are legally constituted in your jurisdiction;
  2. you have the legal capacity and authority to enter into a Payment Agreement;
  3. your use of the Facility will not contravene any laws in your jurisdiction;
  4. BizPay will not contravene any laws in your jurisdiction by providing you with access to the Facility;
  5. you will use the Facility only for yourself, and not on behalf of any third party;
  6. you will only use the Facility in accordance with the Payment Agreement (and these incorporated Payment Terms); and
  7. you understand that your access to the Facility may be suspended at any time at our discretion for breach of the Payment Agreement (and these incorporated Payment Terms) or at the request of any government authority.

(c) By accessing and using the Facility, you acknowledge and agree that BizPay does not have any control over, and is not responsible or liable for, the Services provided by Suppliers. BizPay makes no representation or guarantee that a Supplier will perform the Services, will perform the Services to any particular standard or will perform the Services in accordance with your agreement with the Supplier and you have no claim against BizPay in relation to the actions or inactions of a Supplier.

2.3. Acceptance of the Payment Agreement

If you:

(a) access a Payment Agreement through your BizPay Account and:

  1. click ‘I accept the terms of this Payment Agreement’ or
  2. otherwise provide confirmation to BizPay that you accept the terms of the Payment Agreement; or

(b) provide BizPay with an instruction to proceed with a Transaction in respect of the invoice to which the Payment Agreement relates; or

(c) make any instalments or repayments of amounts owed under the Payment Agreement or the Facility; or

(d) perform any obligations that arise under the Payment Agreement or the Facility,

you will be deemed to have agreed to the terms of the Payment Agreement (including these Payment Terms) irrespective of whether the Payment Agreement has been executed by you or your duly authorised representative.

2.4. If you close your BizPay Account

(a) 3. Each Payment Agreement will continue to apply to any Transactions accepted prior to the closure of your BizPay Account until all amounts owing are received in full (including any Fees). You will remain liable for all outstanding obligations related to your BizPay Account even after your BizPay Account has been suspended or closed.

3. Business purpose declaration

Business purpose declaration By entering into a Payment Agreement or otherwise accessing the Facility, you:

(a) warrant that all credit provided to you under the Facility is to be applied wholly or predominantly for:

  1. business purposes; or
  2. investment purposes other than investment in residential property; and

(b) understand that any credit you may receive under the Facility will not be subject to the protections set out in the National Consumer Credit Protection Act 2009 (Cth) (including the National Credit Code).

4. Transactions

(a) All Transactions which you place with BizPay are subject to BizPay’s approval, in its absolute discretion, and may be subject to assessment prior to approval. All assessment criteria are determined by BizPay in its absolute discretion, from time to time.

(b) By placing a Transaction, you:

  1. irrevocably direct BizPay to pay the Supplier the Invoice Amount on your behalf in accordance with the Payment Agreement;
  2. agree to pay to us, as principal debtor the agreed amounts (which may include any applicable taxes or duties or other related amounts charged by the Supplier under the invoice and paid by us) specified and on the dates specified in the Payment Agreement;
  3. acknowledge and agree that we may undertake any reasonable processes required to recover amounts you owe to us, and you will be liable to us for the costs of any such recovery;
  4. agree to comply with your obligation to pay applicable Fees to us under clause 5.1; and
  5. confirm to us that the Services applicable to the Transaction have been fully performed to your satisfaction and that nothing remains to be done by the Supplier in connection with the invoice and Transaction.

(c) BizPay may choose not to approve a Transaction or enter into a Payment Agreement with you, or may cancel an approved Transaction, if:

  1. we reasonably consider this necessary in order to:
    1. protect the integrity of the Website, the Facility or our other systems;
    2. prevent fraud;
    3. limit the risk of money laundering or terrorism financing; or
    4. otherwise protect us against legal, regulatory or non-payment risk;
  2. you do not pass assessments, verifications or checks;
  3. if we incur a chargeback or a dishonour fee;
  4. we reasonably suspect, or are aware, that you have breached any Payment Agreement, including by failing to make any payment on the due date;
  5. a Transaction is purported to be made with a Supplier that is in a jurisdiction that is not permitted by BizPay; or
  6. we otherwise reasonably consider the Transactions to be suspicious.

(d) If we cancel an approved Transaction and we have not paid anything to the Supplier in connection with that Transaction:

  1. unless we reasonably consider the Transaction to be linked to illegal purposes (including money laundering or terrorism financing), we will provide a refund of any amounts you have paid to us back to the Payment Method from which you paid us; and
  2. you will have no obligation to make any further payments to us with respect to that Transaction.

(e) If we cancel a Transaction because we have incurred a chargeback or dishonour fee in relation to a payment for the Transaction, that payment will not be refunded. Any return of funds will be as between you and your issuing bank.

(f) If we cancel an approved Transaction after we have paid funds to the Supplier, you must on demand pay to us all outstanding amounts.

(g) Once we approve a Transaction, you will receive an email from us with confirmation of the approved Transaction and a Payment Schedule.

5. Fees and payments

5.1 Fees

(a) You must pay all amounts and Fees (including Late Fees if you do not make a payment to us on or before the due date) owed to us on the relevant dates set out in the Payment Agreement.

(b) You must pay all amounts and Fees owed to us without set-off or counterclaim and despite any rights or claims which you may have against the Supplier.

5.2. Cross border transactions

(a) When the Invoice Amount specified in the Payment Schedule is denominated in a foreign currency, we will convert that amount into your local currency using a retail exchange rate selected by us at our reasonable discretion, to determine the original order value in your local currency and the amounts payable by you in accordance with your Payment Schedule.

(b) The exchange rate used will change regularly to reflect the currency fluctuations in the foreign exchange market.

(c) We will determine when the Invoice Amount is converted.

5.3. Payments

(a) You must make all required payments by the relevant due date and in accordance with the Payment Schedule. You may make payments earlier than the relevant due date.

(b) If you do not make an early payment, we will automatically process payments in accordance with the due dates stated on the Payment Schedule. You authorise us to process such payments using the Payment Method nominated by you. You acknowledge that the use of some Payment Methods will require you to enter into separate agreements with us in relation to your use of that Payment Method (eg, direct debit).

(c) If an Automatic Payment fails on any of the due dates, we may reattempt to process the payment at a later time or date.

5.4. Automatic Payments

(a) We may automatically charge your nominated Payment Method on a one-time or regular basis in agreed upon amounts as outlined in your Payment Schedule (Automatic Payment). You will have the option to select a nominated Payment Method for Automatic Payments when your BizPay Account is created. You can update or change your nominated Payment Method at any time via your BizPay Account.

(b) Subject to the Payment Agreement, you expressly consent, authorise and instruct us to debit amounts from your nominated Payment Method on or after the scheduled due dates set out in your Payment Schedule.

(c) You are responsible for ensuring that you have sufficient funds in your nominated Payment Method to make Automatic Payments on the due dates specified in your Payment Schedule. You are liable for any fees or charges imposed by your nominated Payment Method issuer.

(d) You authorise us to satisfy any monetary liability you owe us by:

  1. debiting your nominated Payment Method at any time;
  2. offsetting any payment amount against any amounts we may owe you; or
  3. any other legal means.

5.5. Late payments

(a) If you fail to pay any amounts on the due dates specified in your Payment Schedule (including if an Automatic Payment fails on the relevant dates), Late Fees will apply on each payment that is due but not received. Late Fees will not be applied until the day immediately following the day that the payment is due.

(b) We may, in our absolute discretion, delay the application of, or waive wholly or partly, any Late Fee.

5.6. No set-off

You must make all payments in accordance with the Payment Schedule and pay all other amounts in full to us under the Payment Agreement without any set-off, withholding or reduction for any reason whatsoever, including any existing or future act, omission or default by us.

6. Security

In some circumstances, before we will approve a Transaction we may require you to provide Security Interest in our favour over certain assets of yours in respect of the Transaction amounts. This may include (at our nomination) a Security Interest over identified assets or over all of your present and after-acquired property. If required by us, you acknowledge and agree to execute and effect any documentation and actions required to provide the nominated Security Interest to us before we will approve and process a Transaction.

7. Complaints and disputes

7.1. Supplier complaints and disputes

(a) If you have a complaint or dispute with a Supplier, you should directly notify the Supplier. We do not have any association with Suppliers or any Services provided to you.

(b) In some circumstances, we may (in our reasonable discretion) facilitate communication between you and the Supplier for the purposes of communicating a complaint or dispute.

(c) Any complaints or disputes (or any resolution) you have with a Supplier does not affect your obligations or our rights under the Payment Agreement.

7.2. BizPay complaints and disputes

(a) We are committed to providing a high standard of service. If you have any feedback, questions or are dissatisfied with any service you have received and with to submit a complaint, please do so by emailing us at: info@bizpay.com.

(b) Please provide us with the following details in order for us to be able to process your complaint expeditiously:

  1. your name, email address, and any other information that we may need to identify you;
  2. a clear description of your complaint;
  3. details of what you would like us to do to resolve your complains; and
  4. any other relevant information and correspondence.

(c) We aim to:

  1. acknowledge receipt of all complaints within five (5) Business Days; and
  2. resolve all complaints within twenty-one (21) days, although this may not be possible in all circumstances.

(d) We may request additional documentation from you to assist us in resolving any complaints or disputes, and you must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes.

(e) If we cannot resolve a dispute within twenty-one (21) days, we will notify you of the reason for the delay as well as give you an indication of when we expect to resolve the complaint or dispute.

8. Indemnification and limitation of liability

In this clause 8, we use the term “BizPay” to refer to us, all BizPay Affiliates, and each of their respective directors, officers, employees, agents, joint ventures, service providers and suppliers.

8.1. Indemnification

(a) You indemnify and hold BizPay harmless from any claim, demand, loss, costs (including reasonable legal fees), expenses or damage, arising out of or in connection with:

  1. your breach of the Payment Agreement (which includes the Payment Terms) or any other agreement between you and BizPay;
  2. your non-payment of any amounts owed to us under the Payment Agreement, including any costs we incur to recover amounts owed to us from you;
  3. acknowledge receipt of all complaints within 5 business days; and
  4. your breach of any law;
  5. your breach of any right of a third party;
  6. any act or omission of a person you authorise to access your BizPay Account or the Facility;
  7. any act or omission conducted by you or a person you authorise in connection with any Services;
  8. subject to applicable law, any act or omission of a person not authorised to access your BizPay Account or the Facility as a result of your negligence.

(b) Your liability under this clause 8 will be proportionately reduced to the extent that BizPay caused or contributed to the relevant claim or loss, or where BizPay failed to take reasonable steps to mitigate the relevant claim, demand, loss, costs, expenses or damage.

8.2. Limitation of liability

(a) BizPay’s liability is limited to the services it provides to you under the Facility. To the maximum extent (and subject to our liability under any Consumer Guarantee), and to the extent that BizPay’s liability is not otherwise limited by this part or any other term of the Payment Agreement (which includes the Payment Terms) in no event will BizPay be liable for Consequential Loss (whether the claim is in relation to loss or damage arising under statute, in contract or in tort (including negligence) or otherwise) arising out of or in connection with:

  1. any services we provide to you under the Facility;
  2. your use of the Website or BizPay Account;
  3. the Payment Agreement (which includes the Payment Terms).

(b) To the maximum extent permitted by law (and subject to our liability under any Consumer Guarantee that may apply), in no event will BizPay be liable to you for any loss or damage of any kind (including any Consequential Loss) arising out of or in connection with:

  1. your use or access of, or your inability to access or use, the Facility, the Website or any BizPay Account;
  2. delays or disruptions in any of the services we provide to you;
  3. viruses or other malicious software obtained by accessing the Website or any BizPay Account;
  4. glitches, bugs, errors or inaccuracies of any kind in the Website or any BizPay Account or any of the services we provide to you, or the information and graphics obtained from them;
  5. the content, actions, or inactions of third parties (including Suppliers);
  6. a suspension or other action taken with respect to your access to any BizPay Account or the services we provide to you under the Facility; or
  7. your need to modify your practices, content or behaviour, or your loss of or inability to do business, as a result of changes to the Payment Agreement.

(c) To the extent BizPay’s liability is not otherwise limited by this part, and to the maximum extent permitted by law, BizPay is not liable for Consequential Loss.

(d) To the maximum extent permitted by law, BizPay’s liability for any breach or non-compliance with a Consumer Guarantee is limited to doing one or more of the following (at BizPay’s election):

  1. in the case of goods, to their replacement, the supply of equivalent goods, their repair, or payment of the cost of doing any of those things; or
  2. in the case of services, to resupplying the services or payment of the cost of their supply.

(e) You agree that any instructions you provide to BizPay through your use of the Facility are your responsibility and must be accurate, correct and complete in all respects. BizPay is not liable for any loss or claim arising from its actions or inactions in accordance with your instructions.

8.3. Survival

This clause 8 survives termination of the Payment Agreement.

9. Disclaimer of warranty

(a) Subject to the operation of any Consumer Guarantee, any other law in relation to the goods and services provided under the Payment Agreement, or any other express warranty or representation we make in the Payment Agreement:

  1. our services are provided “as is” and no condition or warranty in relation to any good or services supplied by us is to be implied in the Payment Agreement (which includes the Payment Terms), including any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement; and
  2. we do not guarantee continuous, uninterrupted or secure access to any part of the Website, BizPay Accounts or our services, and these may be interfered with by numerous factors outside of our control.

(b) Although we strive to provide you with accurate and timely information on the Website and any BizPay Account, the content may not always be correct, complete or current and may include 3440-6178-2553 v5 page | 8 technical inaccuracies or typographical errors. As such, you should verify all content and information contained on the Website and any BizPay Account before relying on it. In an effort to provide you with as complete and as precise information as possible information may be changed or updated from time to time, without notice to you.

10. Termination

10.1. Termination by us

We may suspend your access to the Facility and terminate the Payment Agreement at any time in our reasonable discretion, including where:

(a) we are required to do so by law, regulation, competent court order, or other competent authority;

(b) we reasonably believe that we need to do so in order to protect our interests;

(c) we consider that you are in breach of the Payment Agreement (including the Payment Terms) or applicable law or regulation or in conflict with any Policy;

(d) we reasonably suspect illegal activity including money laundering, terrorist financing, fraud or any crime (financial or otherwise) is occurring in respect of your use of the Facility;

(e) any of our third party service providers deny providing services to us or you; and

(f) upon our request, you have failed to provide us with information, or the information provided does not meet our legal requirements.

(d) This clause 9.5 survives termination of any Agreement.

10.2. Termination by you

You may suspend your use of the Facility and terminate the Payment Agreement at any time by:

(a) discontinuing your use of the Facility or your access to the Website or your BizPay Account;

(b) requesting us to close your BizPay Account; and

(c) paying any outstanding amounts that are owed to us.

11. General

11.1. Changes to the Payment Terms

(a) We may amend, modify, update and change any of the terms and conditions contained in the Payment Terms in our reasonable discretion from time to time.

(b) We will notify you of any amendment, modification, update and change by publishing a new version of the Payment Terms on the Website or by email.

(c) We will endeavour to give you at least ten (10) Business Days prior notice (or longer if required by any relevant law) of any change that is likely to materially affect or disrupt the manner in which you use the Facility, except in circumstances where such a change is due to a change by a third party provider assisting in the operation of the Facility and we are not aware of the change in advance. In these circumstances we will endeavour to notify you in a reasonable time period after becoming aware of the change.

(d) Any subsequent use of the Facility, entry into the Payment Agreement or acceptance of a Transaction will constitute your acceptance of any new or modified terms. If you do not agree, you must close your BizPay Account.

11.2. Notices and communications

The notices and communications provisions set out in the BizPay Account Terms apply to the Payment Agreement (which includes the Payment Terms).

11.3. Change of control

In the event that we are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information that we have collected from you, including any personal information, as part of such merger, acquisition, sale, or other change of control.

11.4. Subcontracting

We may subcontract (including to any BizPay Affiliate) the whole or any part of our obligations under the Payment Agreement (which includes the Payment Terms) without your prior consent.

11.5. Taxes

It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Facility (including Transactions) or in connection with receiving the Services, and to withhold, collect, report and remit the correct amounts of taxes to the applicable tax authorities.

11.6. Assignment

We may assign our rights and obligation, either in whole or in part, under the Payment Agreement (which includes the Payment Terms). Your rights and obligations are personal to you, and therefore non-assignable.

11.7. Invalidity

(a) If a provision of (or a right or remedy of a party under) the Payment Agreement is invalid or unenforceable in a particular jurisdiction:

  1. it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and
  2. it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.

(b) This clause is not limited by any other provision of the Payment Agreement in relation to severability, prohibition or enforceability.

11.8. Survival of indemnities

Each indemnity contained in the Payment Agreement (which includes the Payment Terms) is an additional, separate and independent obligation and no one indemnity limits the generality of another indemnity.

11.9. Severability

Any term of the Payment Agreement (which includes the Payment Terms), which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the Payment Agreement is not affected.

11.10. Force Majeure

We shall not be liable for delays, failure in performance or interruption of service which results directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, pandemic, epidemic, war, strike or other labour dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment or 3440-6178-2553 v5 page | 10 software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

11.11. Enforcement of our rights

We may not always strictly enforce our rights under the Payment Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

11.12. Survival

All provisions contained in the Payment Agreement, which by their nature extend beyond the expiration or termination of the Payment Agreement, will continue to be binding and operate after the termination or expiration of these Payment Agreement.

11.13. Governing law and jurisdiction

The Payment Agreement (which includes the Payment Terms) is governed by the law in force in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia.

11.14. Order of priority

If there is a conflict or inconsistency between the documents incorporated into the Payment Terms then (unless otherwise expressed), the documents will be given the following order of priority (with paragraph (a) being the first in the order of priority) such that the conflicting provision in the document lower in the order of priority will be read down or if necessary severed to the extent necessary to resolve the conflict:

(a) the Payment Agreement;

(b) the Payment Terms;

(c) BizPay Account Terms;

(d) any Policy.

12. Definitions and interpretation

12.1. Definitions

The following definitions apply:

Automatic Payment has the meaning given to that term in clause 5.4(a).

BizPayweus or our means BizPay Group Limited (ACN 633 797 627).

BizPay Account means the online account created for you on the Website pursuant to the BizPay Account Terms.

BizPay Account Terms means the terms and conditions that apply to your use of a BizPay Account (available here).

BizPay Affiliate means a related body corporate or related entity of BizPay.

Business Day means the day that banks are open for business in New South Wales, Australia.

Card means any credit or debit card accepted by us from time to time.

Consequential Loss means any loss, damage or costs incurred by you that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.

Consumer Guarantee means any right you may have under consumer protection laws against providers of goods or services.

Facility means the services we provide to you under the Payment Agreement, including you directing us to pay a Supplier for an invoice amount in consideration for you making repayments to us in respect of that amount in agreed instalments.

Fees means any fees (including Late Fees) charged by us to you, as set out in any Payment Agreement.

Invoice Amount means the amount set out as the invoice amount in the Payment Schedule.

Late Fees mean the fees set out in the Payment Schedule.

Payment Agreement means the agreement entered into between you and us in relation to a Transaction and incorporates the Payment Terms.

Payment Method means any payment method accepted by BizPay from time to time.

Payment Schedule means a list of payment amounts that BizPay is entitled to receive from you, and the relevant due date of each payment, as specified in the Payment Agreement.

Payment Terms mean the terms and conditions set out in this document.

Policies has the meaning given to that term in clause 1.2.

Security Interest means:

  1. security for payment of money, performance of obligations or protection against default (including a mortgage, bill of sale, charge, lien, pledge, trust, power or title retention arrangement, right of set-off, assignment of income, assignment or transfer for security purposes, garnishee order or monetary claim and flawed deposit arrangements or other security interest having a similar effect, including for the avoidance of doubt, any “security interest” as defined in sections 12(1) and (2) of the PPSA; and
  2. any thing or preferential interest or arrangement of any kind giving a person priority or preference over claims of other persons or creditors with respect to any property or asset,

and includes any agreement to create any of them or allow them to exist.

Services means the goods and services you purchase from a Supplier.

Supplier means any third party supplier that provides you with Services.

Transaction means the contract arising under a Payment Agreement. A reference to you placing a Transaction (or similar phrases) means you enter into that contract. Where the context requires it means a Transaction that will arise if a Payment Agreement is entered into.

Website means www.bizpay.com.

You or your means the corporate entity named in a Payment Agreement and for which we create a BizPay Account.

12.2. Interpretation

The following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of these terms;

(b) the singular includes the plural and vice versa;

(c) words that are gender neutral or gender specific include each gender;

(d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(e) the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not words of limitation;

(f) a reference to:

  1. a person includes a natural person, partnership, joint venture, government agency, association, corporation, trust or other body corporate;
  2. a thing (including but not limited to a chose in action or other right) includes a part of that thing;
  3. a party includes its agents, successors and permitted assigns;
  4. a document includes all amendments or supplements to that document;
  5. a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to the Payment Agreement or the Payment Terms;
  6. the Payment Agreement or the Payment Terms includes all schedules and attachments to it;
  7. a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;
  8. a statute includes any regulation, ordinance, by-law or other subordinate legislation under it;
  9. an agreement other than the Payment Agreement includes an undertaking, or legally enforceable arrangement or understanding whether or not in writing; and
  10. a monetary amount is in Australian dollars and all amounts payable under or in connection with the Payment Agreement are payable in Australian dollars;

(g) an agreement on the part of two or more persons binds them jointly and each of them severally;

(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of the Payment Agreement or the Payment Terms or any part of them;

(i) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;

(j) in determining the time of day where relevant to the Payment Agreement or the Payment Terms, the relevant time of day is:

  1. for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or
  2. for any other purpose, the time of day in the place where the party required to perform an obligation is located;

(k) a day is the period of time commencing at midnight and ending immediately before the next midnight is to occur; and

(l) if a period of time is calculated from a particular day, act or event (such as the giving of a notice), unless otherwise stated, it is to be calculated exclusive of that day, or the day of that act or event.

Form of the Payment Agreement

PAYMENT AGREEMENT

This is a Payment Agreement between BizPay Group Limited (ACN 633 797 627) (BizPay) and <Buyer’s Company Name> (you) for the purpose of the BizPay Payment Terms and Conditions (available here) (Payment Terms).

By executing this Payment Agreement:

  1. you irrevocably direct BizPay to pay <Supplier’s Company Name> the Invoice Amount on your behalf. We will do this within 24 hours of this Payment Agreement being executed (and assuming all requirements under the Payment Terms are satisfied); and
  2. you will pay BizPay the amounts set out in the following schedule and the Payment Terms in relation to invoice <Insert Invoice Number here> issued by <Supplier’s Company Name>. This includes all Instalments and any other amounts that become payable to BizPay on the dates they are due in accordance with the following schedule.

The Payment Terms are incorporated into this Payment Agreement. It is essential that you carefully read both this document and the Payment Terms before you execute this Payment Agreement. The Payment Terms can change. The Payment Terms which apply to this Payment Agreement are those which are on the Website on the date stated below.

The amounts of each Instalment and the dates on which each Instalment is due will be notified to you through email or

Invoice Amount<Insert invoice amount here>
No. of Instalments<Insert # of instalments here>
Frequency<Insert weekley, fortnightly, monthly etc>
Agreement Date<Insert date here>
Instalment Amount<Insert instalment amount here>
BizPay Fee<Insert BizPay fee here>
Late Fee5% of the total outstanding balance owed to us per 30 days an Instalment payment remains outstanding
Total Payment Amount<Insert total payment amount here>

Acceptance

This document constitutes an offer to you by BizPay to enter into the Payment Agreement on the included terms. As set out in the Payment Terms, you are deemed to have accepted this offer, executed this Payment Agreement and agreed to be bound by the terms above and in the Payment Terms by:

  1. accessing this document through your BizPay Account and:
    1. clicking ‘I accept the terms of this Payment Agreement’ or
    2. otherwise providing confirmation to BizPay that you accept the terms of this Payment Agreement;
  2. providing BizPay with an instruction to proceed with a Transaction in respect of the invoice to which this Payment Agreement relates;
  3. making any Instalments or repayments of amounts owed under this Payment Agreement or the Facility; or
  4. performing any obligations that arise under this Payment Agreement or the Facility.

Supplier Terms and Conditions

HIGHLIGHTS:

  • You may provide goods and services (Services) to businesses (Clients). You will issue an invoice to the Client for the Services you provide.
  • If requested by you under these terms and conditions (Supplier Terms), BizPay will offer the Client a service under which we will pay you the invoice amount on the Client‘s behalf and the Client will repay the invoice amount to us in agreed instalments (BizPay Service).
  • You can execute a separate document called a Supplier Agreement, which will comprise a contract between you and BizPay in relation to BizPay providing the BizPay Service to a specific Client. The Supplier Terms are incorporated into the Supplier Agreement.
  • BizPay considers that allowing the Client to use the BizPay Service to pay by instalments could make the purchase of Services from you more attractive.
  • BizPay only contracts with corporate entities, organisations or individuals (including, without limitation, partnerships, trusts, associations or sole traders) carrying on business. The individual who executes a Supplier Agreement on your behalf must be over 18 years and by executing confirms that they have the necessary capacity and authority to execute a contract on your behalf.
  • You remain responsible for the Services you supply to the Client. In particular, replacement guarantees and refunds are your responsibility. BizPay is not responsible for the Services you supply or should supply.
  • BizPay is taking on the risk of non-repayment from the Client.

1. These Supplier Terms

1.1 Our agreement

Each Supplier Agreement is a separate contract between the company named in the Supplier Agreement (you or your) and BizPay Group Pty Ltd (ACN 633 797 627) (BizPay, weus or our). These Supplier Terms are incorporated into the Supplier Agreement and set out the terms and conditions that apply to your use of our Facility in connection with the Client and invoice specified in that Supplier Agreement. You agree to the Supplier Terms by executing the Supplier Agreement or using the Facility. If you do not agree to be bound by the Supplier Terms, you must not execute a Supplier Agreement or use our Facility.

1.2 Policies incorporated into the Supplier Terms and Supplier Agreement

Before you use our Facility, you should read the Supplier Terms and Supplier Agreement, as well as BizPay‘s Privacy Policy (available here), our Website terms and conditions (available here) BizPay Account Terms (available here). and any other policies notified by us and made available on the BizPay Website (Policies). Policies are incorporated into the Supplier Agreement and by agreeing to the Supplier Agreement you also agree to the Policies.

2. Facility and eligibility

2.1 Facility

The Facility allows you to request BizPay to provide the BizPay Service to your Client in relation to an invoice or invoices issued by you to the Client for your Services, as set out in the Supplier Agreement.

2.2 Eligibility

(a) To be eligible to use the Facility you must:

  1. be a corporate entity, organisation or individual (including, without limitation, a partnership, trust, association or sole trader) carrying on business;
  2. have an open BizPay Account;
  3. execute the Supplier Agreement for each Client and invoice or agree to it in another way which is acceptable to us. The individual who executes a Supplier Agreement on your behalf, or agrees to it in another way on your behalf, must be over 18 years and must have the necessary capacity and authority to execute a contract (or agree to it) on your behalf;
  4. have access to a valid Nominated Account to which we may make payments to you;
  5. have access to a valid Payment Method accepted by us; and
  6. meet BizPay‘s requirements in relation to any assessments and background checks.

(b) By accessing and using the Facility, you represent and warrant that:

  1. you are legally constituted in your jurisdiction;
  2. you have the legal capacity and authority to enter into a Supplier Agreement;
  3. your use of the Facility will not contravene any laws in your jurisdiction;
  4. BizPay will not contravene any laws in your jurisdiction by providing you with access to the Facility;
  5. you will use the Facility only for yourself, and not on behalf of any third party;
  6. you will only use the Facility in accordance with the Supplier Agreement (and the incorporated Supplier Terms); and
  7. you understand that your access to the Facility may be suspended at any time at our discretion for breach of the Supplier Agreement (and the incorporated Supplier Terms) or at the request of any government authority.

2.3. Acceptance of the Supplier Agreement

If you:

(a) access a Supplier Agreement through your BizPay Account and:

  1. click ‘I accept the terms of this Supplier Agreement‘; or
  2. otherwise provide confirmation to BizPay that you accept the terms of the Supplier Agreement; or

(b) provide BizPay with an instruction to proceed with providing the BizPay Service to a Client in respect which the Supplier Agreement relates; or

(c) make any payments of amounts owed under the Supplier Agreement or the Facility; or

(d) perform any obligations that arise under the Supplier Agreement or the Facility,

you will be deemed to have agreed to the terms of the Supplier Agreement (including these Supplier Terms) irrespective of whether the Supplier Agreement has been executed by you or your duly authorised representative.

3. Transactions

3.1 Transaction confirmation

(a) You acknowledge that even though BizPay may offer a Client to use the BizPay Services in connection with our agreement with you under the Supplier Agreement, that Client may not elect to use the BizPay Services. If the Client does not elect to use the BizPay Services:

  1. your obligations and your Client‘s obligations (including payment obligations) in respect of the Services continue; and
  2. our obligations under any Supplier Agreement will cease.

(b) If a Client elects to use the BizPay Services in relation to a Transaction, we will (subject to our approval and the Client satisfying all BizPay criteria and any obligations under our agreement with the Client):

  1. notify you that a Transaction has been approved; and
  2. pay to your Nominated Account the invoice amount (minus any Fees, as applicable) under the Transaction in Australian dollars within two (2) Business Days.

3.2 Your obligations concerning Transactions

(a) By using the Facility and allowing a Client to use the BizPay Service in connection with a Transaction, you represent and warrant that:

  1. the details provided to us in respect of a particular invoice specified in the Supplier Agreement are complete and accurate;
  2. you have provided, and the Client has received, all Services in respect of the invoice and the Client and is fully satisfied with them (unless otherwise accepted by BizPay);
  3. so far as you are aware, the Client will pay the invoice amount specified in the Supplier Agreement and has not previously had any instances of non-payment;
  4. you have disclosed to us all of the terms of your agreement with the Client in respect of the Services which could affect or relate to our rights or obligations under a Transaction;
  5. the invoice relating to a Transaction arose in the ordinary course of your ordinary business from the bona fide and arms length performance of Services by you;
  6. the invoice relating to a Transaction is not subject to any conditions which might affect its collection and does not arise from any form of progress claim;
  7. our payment of the invoice amount under a Transaction to you will satisfy the Client‘s obligation to pay you in respect of that same invoice; and
  8. you will comply with your obligation to pay applicable Fees to us under clause 4.1.

(b) You acknowledge and agree that:

  1. we are not responsible or liable for any Services that you provide the Client;
  2. you must perform:
    1. those Services to the satisfaction of the Client, to a proper professional standard and in accordance with your agreement with the Client; and
    2. any other obligations, including obligations which arise under the contract dealing with the Services; and
  3. you remain responsible and liable to the Client for all acts, omissions and obligations arising in connection with the Services.

4. Fees and payments

4.1 Fees

(a) In some circumstances, we may provide you with the option to elect whether you or the Client pays the relevant fees in connection with the Facility, as set out in the Supplier Agreement.

(b) If relevant, you must pay all amounts owed and Fees owed to us on the relevant dates set out in the Supplier Agreement.

(c) You must pay all amounts and Fees owed to us without set-off or counterclaim and despite any rights or claims which you may have against the Client.

4.2. Cross border transactions

(a) When the invoice amount specified in the Supplier Agreement is denominated in a foreign currency, we will convert that amount into your local currency using a retail exchange rate selected by us at our reasonable discretion to determine the original order value in your local currency and the amounts payable by us in accordance with a Transaction.

(b) The exchange rate used will change regularly to reflect the currency fluctuations in the foreign exchange market.

(c) We will determine when the invoice amount is converted.

4.3. Payments to you

(a) Before we can make any payments to you in respect of a Transaction, you must provide us with the details of your Nominated Account.

(b) By providing us with the details of your Nominated Account, you represent and warrant that:

  1. the Nominated Account will accept the currency denomination supported by us from time to time;
  2. you own the Nominated Account; and
  3. the Nominated Account is not owned (or part owned) by any third party.

(c) You must provide us with any changes to your Nominated Account as soon as possible through your BizPay Account. You acknowledge and agree that we are not liable for any payments made to an incorrect account due to you not providing us with updates to your Nominated Account.

4.4. Payments to us

(a) You must make all required payments by the relevant due date. You may make payments earlier than the relevant due date.

(b) If you do not make an early payment, we will automatically process payments in accordance with the relevant due dates. You authorise us to process such payments using the Payment Method nominated by you. You acknowledge that the use of some Payment Methods will require you to enter into separate agreements with us in relation to your use of that Payment Method (eg, direct debit).

(c) If an Automatic Payment fails on any of the due dates, we may re-attempt to process the payment at a later time or date.

(d) In some circumstances, instead of you making separate payments to us, we may net or deduct from amounts that are payable to you in respect of a Transaction, the amounts payable to us by you (including Fees). You acknowledge and agree that we may undertake this process to receive money you owe to us from time to time.

4.5. Automatic Payments

(a) We may automatically charge your nominated Payment Method on a one-time or regular basis in agreed upon amounts (Automatic Payment). You will have the option to select a nominated Payment Method when your BizPay Account is created. You can update or change your nominated Payment Method at any time via your BizPay Account.

(b) Subject to the Supplier Agreement, you expressly consent, authorise and instruct us to debit amounts from your nominated Payment Method on or after the relevant due dates.

(c) You are responsible for ensuring that you have sufficient funds in your nominated Payment Method to make Automatic Payments on the relevant due dates. You are liable for any fees or charges imposed by your nominated Payment Method issuer.

(d) You authorise us to satisfy any monetary liability you owe us by:

  1. debiting your nominated Payment Method at any time;
  2. offsetting any payment amount against any amounts we may owe you; or
  3. any other legal means.

4.6. Late payments

(a) If you fail to pay any amounts on the relevant due dates including if an Automatic Payment fails on the relevant dates), Late Fees will apply on each payment that is due but not received. Late Fees will not be applied until the day immediately following the day that the payment is due.

(b) We may, in our absolute discretion, delay the application of, or waive wholly or partly, any Late Fee.

4.7. No set-off

You must pay all amounts in full to us under the Supplier Agreement without any set-off, withholding or reduction for any reason whatsoever, including any existing or future act, omission or default by us.

5. Complaints and disputes

5.1 Client complaints and disputes

(a) If you have received a complaint or have a dispute with a Client, you must immediately notify us.

(b) You must do everything that is reasonably necessary to resolve any complaint or dispute in a manner that does not affect our rights and obligations in respect of that Client. If a credit note needs to be issued, you must obtain our approval before you issue it.

(c) In some circumstance, we may (in our reasonable discretion) facilitate communication between you and the Client for the purposes of communicating a complaint or dispute.

(d) Any complaints or disputes (or any resolution) you have with a Client does not affect your obligations or our rights under the Supplier Agreement.

5.2 BizPay complaints and disputes

(a) We are committed to providing a high standard of service. If you have any feedback, questions or are dissatisfied with any service you have received and with to submit a complaint, please do so by emailing us at: info@bizpay.com.

(b) Please provide us with the following details in order for us to be able to process your complaint expeditiously:

  1. your name, email address, and any other information that we may need to identify you;
  2. a clear description of your complaint;
  3. details of what you would like us to do to resolve your complaint; and
  4. any other relevant information and correspondence.

(c) We aim to:

  1. acknowledge receipt of all complaints within five (5) Business Days; and
  2. resolve all complaints within twenty-one (21) days, although this may not be possible in all circumstances.

(d) We may request additional documentation from you to assist us in resolving any complaints or disputes, and you must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes.

(e) If we cannot resolve a dispute within twenty-one (21) days, we will notify you of the reason for the delay as well as give you an indication of when we expect to resolve the complaint or dispute.

6. Indemnification and limitation of liability

In this clause 6, we use the term “BizPay” to refer to us, all BizPay Affiliates, and each of their respective directors, officers, employees, agents, joint ventures, service providers and suppliers.

6.1 Indemnification

(a) You indemnify and hold BizPay harmless from any claim, demand, loss, costs (including reasonable legal fees), expenses or damage, arising out of or in connection with:

  1. your breach the Supplier Agreement (which includes the Supplier Terms) or any other agreement between you and BizPay;
  2. your non-payment of any amounts owed to us under the Supplier Agreement, including any costs we incur to recover amounts owed to us from you;
  3. your breach of any law;
  4. your breach of any right of a third party;
  5. any act or omission of a person you authorise to access your BizPay Account or the Facility;
  6. any act or omission conducted by you or a person you authorise in connection with any Services;
  7. subject to applicable law, any act or omission of a person not authorised to access your BizPay Account or the Facility as a result of your negligence.

(b) Your liability under this clause 6 will be proportionately reduced to the extent that BizPay caused or contributed to the relevant claim or loss, or where BizPay failed to take reasonable steps to mitigate the relevant claim, demand, loss, costs, expenses or damage.

6.2 Limitation of liability

(a) BizPay‘s liability is limited to the services it provides to you under the Facility. To the maximum extent (and subject to our liability under any Consumer Guarantee), and to the extent that BizPay‘s liability is not otherwise limited by this part or any other term of the Supplier Agreement (which includes the Supplier Terms) in no event will BizPay be liable for Consequential Loss (whether the claim is in relation to loss or damage arising under statute, in contract or in tort (including negligence) or otherwise) arising out of or in connection with:

  1. any services we provide to you under the Facility;
  2. your use of the Website or BizPay Account;
  3. the Supplier Agreement (which includes the Supplier Terms).

(b) To the maximum extent permitted by law (and subject to our liability under any Consumer Guarantee that may apply), in no event will BizPay be liable to you for any loss or damage of any kind (including any Consequential Loss) arising out of or in connection with:

  1. your use or access of, or your inability to access or use, the Facility, the Website or any BizPay Account;
  2. delays or disruptions in any of the services we provide to you;
  3. viruses or other malicious software obtained by accessing the Website or any BizPay Account;
  4. glitches, bugs, errors or inaccuracies of any kind in the Website or any BizPay Account or any of the services we provide to you, or the information and graphics obtained from them;
  5. the content, actions, or inactions of third parties (including Clients);
  6. a suspension or other action taken with respect to your access to any BizPay Account or the services we provide to you under the Facility; or
  7. your need to modify your practices, content or behaviour, or your loss of or inability to do business, as a result of changes to the Supplier Agreement.

(c) To the extent BizPay‘s liability is not otherwise limited by this part, and to the maximum extent permitted by law, BizPay is not liable for Consequential Loss.

(d) To the maximum extent permitted by law, BizPay‘s liability for any breach or non-compliance with a Consumer Guarantee is limited to doing one or more of the following (at BizPay‘s election):

  1. in the case of goods, to their replacement, the supply of equivalent goods, their repair, or payment of the cost of doing any of those things; or
  2. in the case of services, to resupplying the services or payment of the cost of their supply.

(e) You agree that any instructions you provide to BizPay through your use of the Facility are your responsibility and must be accurate, correct and complete in all respects. BizPay is not liable for any loss or claim arising from its actions or inactions in accordance with your instructions.

6.3 Survival

This clause 6 survives termination of the Supplier Agreement.

7. Disclaimer of warranty

(a) Subject to the operation of any Consumer Guarantee, any other law in relation to the goods and services provided under the Supplier Agreement, or any other express warranty or representation we make in the Supplier Agreement:

  1. our services are provided “as is” and no condition or warranty in relation to any good or services supplied by us is to be implied in the Supplier Agreement (which includes the Supplier Terms), including any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement; and
  2. we do not guarantee continuous, uninterrupted or secure access to any part of the Website, BizPay Accounts or our services, and these may be interfered with by numerous factors outside of our control.

(b) Although we strive to provide you with accurate and timely information on the Website and any BizPay Account, the content may not always be correct, complete or current and may include technical inaccuracies or typographical errors. As such, you should verify all content and information contained on the Website and any BizPay Account before relying on it. In an effort to provide you with as complete and as precise information as possible information may be changed or updated from time to time, without notice to you.

8. Termination

8.1 Termination by us

You may suspend your use of the Facility and terminate the Supplier Agreement at any time by:

(a) discontinuing your use of the Facility or your access to the Website or your BizPay Account;

(b) requesting us to close your BizPay Account; and

(c) paying any outstanding amounts that are owed to us.

8.2. Termination by you

You may suspend your use of the Facility and terminate the Supplier Agreement at any time by:

(a) discontinuing your use of the Facility or your access to the Website or your BizPay Account;

(b) requesting us to close your BizPay Account; and

(c) paying any outstanding amounts that are owed to us.

9. General

9.1 Changes to the Supplier Terms

(a) We may amend, modify, update and change any of the terms and conditions contained in the Supplier Terms in our reasonable discretion from time to time.

(b) We will notify you of any amendment, modification, update and change by publishing a new version of the Supplier Terms on the Website or by email.

(c) We will endeavour to give you at least ten (10) Business Days‘ prior notice (or longer if required by any relevant law) of any change that is likely to materially affect or disrupt the manner in which you use the Facility, except in circumstances where such a change is due to a change by a third party provider assisting in the operation of the Facility and we are not aware of the change in advance. In these circumstances we will endeavour to notify you in a reasonable time period after becoming aware of the change.

(d) Any subsequent use of the Facility or entry into the Supplier Agreement will constitute your acceptance of any new or modified terms. If you do not agree, you must close your BizPay Account.

9.2 Notices and communications

The notices and communications provisions set out in the BizPay Account Terms apply to the Supplier Agreement (which includes the Supplier Terms).

9.3 Change of control

In the event that we are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information that we have collected from you, including any personal information, as part of such merger, acquisition, sale, or other change of control.

9.4 Subcontracting

We may subcontract (including to any BizPay Affiliate) the whole or any part of our obligations under the Supplier Agreement (which includes the Supplier Terms) without your prior consent.

9.5 Taxes

It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Facility or in connection with providing the Services, and to withhold, collect, report and remit the correct amounts of taxes to the applicable tax authorities.

9.6. Assignment

We may assign our rights and obligation, either in whole or in part, under the Supplier Agreement (which includes the Supplier Terms). Your rights and obligations are personal to you, and therefore non-assignable.

9.7. Invalidity

(a) If a provision of (or a right or remedy of a party under) the Supplier Agreement is invalid or unenforceable in a particular jurisdiction:

  1. it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and
  2. it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.

(b) This clause is not limited by any other provision of the Supplier Agreement in relation to severability, prohibition or enforceability.

9.8. Survival of indemnities

Each indemnity contained in the Supplier Agreement (which includes the Supplier Terms) is an additional, separate and independent obligation and no one indemnity limits the generality of another indemnity.

9.9. Severability

Any term of the Supplier Agreement (which includes the Supplier Terms) which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the Supplier Agreement is not affected.

9.10. Force Majeure

We shall not be liable for delays, failure in performance or interruption of service which results directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, pandemic, epidemic, war, strike or other labour dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

9.11. Enforcement of our rights

We may not always strictly enforce our rights under the Supplier Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

9.12. Survival

All provisions contained in the Supplier Agreement, which by their nature extend beyond the expiration or termination of the Supplier Agreement, will continue to be binding and operate after the termination or expiration of the Supplier Agreement.

9.13. Governing law and jurisdiction

The Supplier Agreement (which includes the Supplier Terms) is governed by the law in force in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia.

9.14. Order of priority

If there is a conflict or inconsistency between the documents incorporated into the Supplier Terms then (unless otherwise expressed), the documents will be given the following order of priority (with paragraph (a) being the first in the order of priority) such that the conflicting provision in the document lower in the order of priority will be read down or if necessary severed to the extent necessary to resolve the conflict:

(a) the Supplier Agreement;

(b) the Supplier Terms;

(c) BizPay Account Terms;

(d) any Policy.

10. Definitions and interpretation

10.1. Definitions

The following definitions apply:

Automatic Payment has the meaning given to that term in clause 4.5(a).

ADI is short for authorised deposit-taking institution.

BizPayweus or our means BizPay Group Limited (ACN 633 797 627).

BizPay Account means the online account created for you on the Website pursuant to the BizPay Account Terms.

BizPay Account Terms means the terms and conditions that apply to your use of a BizPay Account (available here).

BizPay Affiliate means a related body corporate or related entity of BizPay.

BizPay Service means the service that we offer to Clients and under which we will pay you the invoice amount on the Client‘s behalf and the Client will repay the invoice amount to us in agreed instalments, as set out in the Supplier Agreement.

Business Day means the day that banks are open for business in New South Wales, Australia.

Client means a business to whom you provide Services and to whom we provide the BizPay Services.

Consequential Loss means any loss, damage or costs incurred by you that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.

Consumer Guarantee means any right you may have under consumer protection laws against providers of goods or services.

Facility means the services we provide to you under the Supplier Agreement (including the Supplier Terms), including providing the BizPay Service to your Clients.

Fees means any fees (including Late Fees) charged by us to you, as set out in any Supplier Agreement.

Late Fees mean the fees set out in the Supplier Agreement.

Nominated Account means the bank account that you nominate for us to make payments in relation to a Transaction.

Payment Method means any payment method accepted by BizPay from time to time.

Policies has the meaning given to that term in clause 1.2.

Services means the goods and services that you provide to a Client.

Supplier Agreement means the agreement entered into between you and us and incorporates the Supplier Terms.

Supplier Terms mean the terms and conditions set out in this document.

Transaction means the arrangement under which a Client elects to use the BizPay Service in order to pay an invoice owing to the Supplier.

Website means www.bizpay.com.

You or your means the corporate entity named in a Supplier Agreement and for which we create a BizPay Account.

10.2. Interpretation

The following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of these terms;

(b) the singular includes the plural and vice versa;

(c) words that are gender neutral or gender specific include each gender;

(d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(e) the words ‘such as‘, ‘including‘, ‘particularly‘ and similar expressions are not words of limitation;

(f) a reference to:

  1. a person includes a natural person, partnership, joint venture, government agency, association, corporation, trust or other body corporate;
  2. a thing (including but not limited to a chose in action or other right) includes a part of that thing;
  3. a party includes its agents, successors and permitted assigns;
  4. a document includes all amendments or supplements to that document;
  5. a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to the Supplier Agreement or the Supplier Terms;
  6. the Supplier Agreement or the Supplier Terms includes all schedules and attachments to it;
  7. a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;
  8. a statute includes any regulation, ordinance, by-law or other subordinate legislation under it;
  9. an agreement other than the Supplier Agreement includes an undertaking, or legally enforceable arrangement or understanding whether or not in writing; and
  10. a monetary amount is in Australian dollars and all amounts payable under or in connection with the Supplier Agreement are payable in Australian dollars;

(g) an agreement on the part of two or more persons binds them jointly and each of them severally;

(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of the Supplier Agreement or the Supplier Terms or any part of them;

(i) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;

(j) in determining the time of day where relevant to the Supplier Agreement or the Supplier Terms, the relevant time of day is:

  1. for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or
  2. for any other purpose, the time of day in the place where the party required to perform an obligation is located;

(k) a day is the period of time commencing at midnight and ending immediately before the next midnight is to occur; and

(l) if a period of time is calculated from a particular day, act or event (such as the giving of a notice), unless otherwise stated, it is to be calculated exclusive of that day, or the day of that act or event.

Form of the Supplier Agreement

SUPPLIER AGREEMENT

This is a Supplier Agreement between BizPay Group Limited (ACN 633 797 627) (BizPay) and <Supplier‘s Company Name> (you) for the purpose of the BizPay Supplier Terms and Conditions (available here) (Supplier Terms).

By executing this Supplier Agreement:

  1. you irrevocably direct BizPay to offer the BizPay Services to <Client‘s Company Name> (Client) in respect of invoice <Insert Invoice Number Here> issued by you;
  2. if elected by the Client, BizPay will provide the BizPay Services to the Client and make certain payments to you in respect of the invoice on the terms of the Supplier Terms; and
  3. you will pay BizPay the amounts set out in the following schedule and the Supplier Terms.

The Supplier Terms are incorporated into this Supplier Agreement. It is essential that you carefully read both this document and the Supplier Terms before you execute this Supplier Agreement. The Supplier Terms can change. The Supplier Terms which apply to this Supplier Agreement are those which are on the Website on the date stated below.

Invoice Amount<Insert invoice amount here>
BizPay Fee<Insert any relevant fee to be paid by the Supplier>
Disbursement Amount<Insert disbursement amount>
Agreement Date<Insert agreement date here>
Client<Insert client here>

Acceptance

This document constitutes an offer to you by BizPay to enter into the Supplier Agreement on the included terms. As set out in the Supplier Terms, you are deemed to have accepted this offer, executed this Supplier Agreement and agreed to be bound by the terms above and in the Supplier Terms by:

  1. accessing this document through your BizPay Account and:
    1. clicking ‘I accept the terms of this Supplier Agreement‘; or
    2. otherwise providing confirmation to BizPay that you accept the terms of this Supplier Agreement;
  2. providing BizPay with an instruction to proceed with providing the BizPay Service to a Client in respect of which this Supplier Agreement relates;
  3. making any payments of amounts owed under this Supplier Agreement or the Facility; or
  4. performing any obligations that arise under this Supplier Agreement or the Facility.

Direct Debit Service Agreement

General

I/We hereby authorise SR Global Solutions Pty Ltd ACN 132 951 172 (Direct Debit User ID number 397351) (herein referred to as “Merchant Warrior”) to make periodic debits on behalf of the “Business” as indicated on the attached Direct Debit Request (herein referred to as “the Business”).

I/We acknowledge that Merchant Warrior will keep any information (including your account details) in your Direct Debit Request confidential. Merchant Warrior will make reasonable efforts to keep any such information that it may have about you secure and to ensure that any of its employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.

 

Merchant Warrior will only disclose information that we have about you:

     (1). to the extent specifically required by law; or

     (2). for the purposes of this agreement (including disclosing information in connection with any query or claim).

Please keep this agreement for future reference. It forms part of the terms and conditions of your Direct Debit Request (DDR) and should be read in conjunction with your DDR authorisation.

 

I/We acknowledge that Merchant Warrior is acting as a Direct Debit Agent for the Business and that Merchant Warrior does not provide any goods or services (other than the direct debit collection services to me/us for the Business pursuant to the Direct Debit Request and this DDR Service Agreement) and has no express or implied liability in regards to the goods and services provided by the Business or the terms and conditions of any agreement that I/we have with the Business.

 

I/We acknowledge that the debit amount will be debited from my/our account according to the terms and conditions of my/our agreement with the Business and the terms and conditions of the Direct Debit Request (and specifically the Debit Arrangement and the Fees/Charges detailed in the Direct Debit Request) and this DDR Service Agreement.

I/We acknowledge that bank account and/or credit card details have been verified against a recent bank statement to ensure accuracy of the details provided and I/we will contact my/our financial institution if I/we are uncertain of the accuracy of these details.

I/We acknowledge that is my/our responsibility to ensure that there are sufficient cleared funds in the nominated account by the due date to enable the direct debit to be honoured on the debit date. Direct debits normally occur overnight, however transactions can take up to three (3) business days depending on the financial institution. Accordingly, I/we acknowledge and agree that sufficient funds will remain in the nominated account until the direct debit amount has been debited from the account and that if there are insufficient funds available, I/we agree that Merchant Warrior will not be held responsible for any fees and charges that may be charged by either my/our or its financial institution.

I/We acknowledge that there may be a delay in processing the debit if:-

     (1). there is a public or bank holiday on the day of the debit, or any day after the debit date;

     (2). a payment request is received by Merchant Warrior on a day that is not a banking business day in Queensland;

     (3). a payment request is received after normal Merchant Warrior cut off times, being 4:00pm New South Wales time, Monday to Friday. Any payments that fall due on any of the above will be processed on the next business day.

I/We authorise Merchant Warrior to vary the amount of the payments from time to time as may be agreed by me/us and the Business as provided for within my/our agreement with the Business. I/We authorise Merchant Warrior to vary the amount of the payments upon receiving instructions from the Business of the agreed variations. I/We do not require Merchant Warrior to notify me/us of such variations to the debit amount.

I/We acknowledge that Merchant Warrior is to provide at least 14 days’ notice if it proposes to vary any of the terms and conditions of the Direct Debit Request or this DDR Service Agreement including varying any of the terms of the debit arrangements between us.

If you wish to notify the Business in writing about anything relating to this agreement, you should write to Merchant Warrior

L8 345 Ann Street

Brisbane, QLD, 4000

The Business / Merchant Warrior will notify you by sending a notice to the preferred address or email you have given us in the Direct Debit Request.

Any notice will be deemed to have been received on the second banking day after sending. I/We acknowledge that any request by me/us to stop or cancel the debit arrangements will be directed to the Business.

I/We acknowledge that any disputed debit payments will be directed to the Business and/or Merchant Warrior. If no resolution is forthcoming, I/we agree to contact my/our financial institution.

I/We acknowledge that if a debit is returned by my/our financial institution as unpaid, a failed payment fee is payable by me/us to Merchant Warrior. I/We will also be responsible for any fees and charges applied by my/our financial institution for each unsuccessful debit attempt together with any collection fees, including but not limited to any solicitor fees and/or collection agent fee as may be incurred by Merchant Warrior.

I/We authorise Merchant Warrior to attempt to re-process any unsuccessful payments as advised by the Business.

I/We acknowledge that certain fees and charges (including setup, variation, SMS or processing fees) may apply to the Direct Debit Request and may be payable to Merchant Warrior and subject to my/our agreement with the Business agree to pay those fees and charges to Merchant Warrior.