BizPay Account Terms

Thank you for choosing to create an online account (BizPay Account) with BizPay Group Pty Ltd (ACN 633 797 627) (BizPay, we, us). 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 4 249 729

(b) Emailing us at: info@bizpay.com

(c) Mailing us at: Level, 55 Clarence Street, Sydney, NSW 2000 Australia.

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).

BizPay, we, us 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