Terms and Conditions

Terms and Conditions

LAST UPDATE: January 2021
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HIGHLIGHTS:

  • You may obtain services from a recruiter or other professional service provider. They are called a Supplier. The Supplier issues an invoice to you for those services.
  • The Supplier may sell the invoice and the account evidenced by it to BizPay.
  • BizPay allows you to pay the invoice by monthly instalments. Payments can be done by 4 monthly instalments (6 monthly instalments are possible in exceptional circumstances). Your obligation to pay by those instalments replaces your obligation to pay in accordance with the terms originally agreed between you and the Supplier.
  • You can sign a separate document called a Payment Agreement. These Terms and Conditions are incorporated into the Payment Agreement. Each time you and BizPay sign a Payment Agreement a separate contract called a Transaction is made between you and BizPay. A Transaction allows you to pay the invoice specified in the Payment Agreement by the instalments specified in the Payment Agreement.
  • Since the invoice is owned by BizPay you must pay BizPay. A payment to any other person, such as the Supplier, will not satisfy the invoice or the account evidenced by it. Under our agreement with the Supplier we make a payment to the Supplier for the invoice we purchase. That is how the Supplier is paid.
  • BizPay only transacts with companies. It does not contract with individuals. The individual who signs a Payment Agreement on your behalf must be over 18 years and by signing confirms that he or she has the necessary capacity and authority to sign a contract on your behalf.
  • All transactions are subject to BizPay’s discretion and approval – for example, if you have any overdue payments, BizPay will not be available to you. For more information on the assessments and checks, see clause 5.2.
  • You can make payments to BizPay any time BEFORE the due date. Otherwise, BizPay will automatically process payments on the scheduled dates from your bank account. BizPay does that under a separate direct debit authority. If a payment is not processed on or before the due date, late fees will apply at 0.1% per day on the missed instalment amount.
  • If you won’t be able to pay us on time, please contact us as soon as possible.
  • The Supplier remains responsible for the services it supplies. In particular, replacement guarantees and refunds are the responsibility of the Supplier. BizPay is not responsible for the services the Supplier supplies or should supply. You will be required to continue to pay your instalments to BizPay until the full amount is settled.

Welcome to BizPay. The following terms apply.

1. PARTIES AND POLICIES

1.1 Parties to the agreement

Each Transaction is a separate contract between you the company named in a separate Payment Agreement (‘you’ or ‘your’) and BizPay Group Limited (ACN 633 797 627) (‘BizPay’, ‘we’, ‘us’ or ‘our’). It sets out the terms and conditions that apply to your use of our Facility in connection with the invoice specified in that Payment Agreement. You agree to these Terms and Conditions by signing the Payment Agreement or using the Facility. If you do not want to be bound by these Terms and Conditions, you must not sign a Payment Agreement or use our Facility.

1.2 Policies incorporated into these Terms and Conditions

Before you use our Facility, you should read these Terms and Conditions, as well as BizPay’s Privacy Policy and any other policies found on the Website. They are incorporated into these Terms and Conditions.

We recommend that you store or print a copy of these Terms and Conditions (including all policies found on the Website) and each Payment Agreement for your records. To the extent of any inconsistency between these Terms and Conditions and those policies, these Terms and Conditions will prevail. To the extent of any inconsistency between the Terms and Conditions or those policies and the Payment Agreement, the Payment Agreement will prevail.

1.3 Changes to these Terms and Conditions

(a) We may amend these Terms and Conditions at any time for any reason including, for example, if we change the functionality of our systems or processes, introduce new products, or as required by law. We will post the amended document on our Website. Each time you make a Transaction you will be asked to agree to the then current Terms and Conditions. Please read the Terms and Conditions on our Website carefully before you place a Transaction. If you do not agree with the changes, you may close your BizPay Account in accordance with clause 3.5.

(b) We will not change the Terms and Conditions for an existing Transaction that has been accepted by us. The Terms and Conditions that will apply to an accepted Transaction (and any steps taken in relation to the Transaction for example, cancellation, refunds, etc.) are the Terms and Conditions that applied at the time you made the Transaction.

2. OUR RELATIONSHIP

2.1 About us and the significance of Transactions

(a) Our facility allows you to pay through BizPay for Services offered by recruiters, professional service providers and other third parties. They are a Supplier if they have entered into an agreement with us.

(b) By placing a Transaction:

  1. you consent to the Supplier assigning to us the Transferred Account. The Transferred Account is absolutely and unconditionally assigned to us although for the purposes of the PPSA we have a Security Interest in the Transferred Account. We do not have any obligations to you in connection with the Transferred Account, the contract between you and the Supplier under which the Transferred Account arose or the Services provided (or which should have been provided) to give rise to the Transferred Account;
  2. you unconditionally and irrevocably agree to pay to us the agreed amounts (which may include any applicable taxes or duties or other related amounts charged by the Supplier) specified in the Payment Agreement on the dates specified in the Payment Agreement. You also agree to pay any additional Late Fees if you do not make a payment to us on or before the scheduled date. You must pay that amount to us without set-off or counterclaim and despite any rights or any type which you may have against the Supplier; and
  3. you 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 Transaction.

(c) You acknowledge that we do not have any control over, and are not responsible or liable for, the Services purchased from Suppliers. In particular, we cannot ensure that a Supplier you are dealing with 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. Similarly, we cannot ensure that the Supplier will perform any other obligations, including obligations which arise under the contract dealing with the Services.

(d) If we process transactions for a Supplier through our Website we do so as agent for the Supplier. For example, we might use our Website to provide a tax invoice to you for the services provided by the Supplier. Delivery, fulfilment and customer support for the Services will be provided by the Supplier. You agree to be bound by the terms and conditions of the Supplier identified to you before or at the time of purchase. Please review all applicable Supplier terms and conditions prior to placing your transaction for any Services to be provided by the Supplier. Clause 2.1(b) applies even if we process transactions.

(e) We do not:

  1. enter into a partnership, joint venture, agency or employment relationship with you;
  2. guarantee the identity of the Supplier or any other third party;
  3. determine if you are liable for any taxes; or
  4. collect or pay any taxes on your behalf that may arise from your use of our Facility, you placing a Transaction or you purchasing Services.

2.2 Your customer rights

As a customer, you may have certain rights with regard to what the Supplier or other third party must provide to you. However, any breach of these rights will not interfere with your obligation to pay us. You must seek remedy from the Supplier or other third party and we will assist where possible in the way we consider appropriate. An arrangement which varies your obligation to pay us must be agreed to by us in writing.

2.3 Your eligibility

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

  1. be a company;
  2. sign the Payment Agreement for each Transaction or agree to it in another way which is acceptable to us. The individual who signs a Payment Agreement on your behalf, or agrees to it in another way on your behalf, must be over 18 years and by signing (or agreeing) confirms that he or she has the necessary capacity and authority to sign a contract (or agree to it) on your behalf;
  3. have a valid and verifiable email address;
  4. provide a valid address;
  5. have access to a Payment Method; and
  6. in connection with your use of your BizPay Account and our Facility, use your real name and the individuals mentioned in clause 2.3(a)(ii) must use their real name, provide true and correct personal 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 personal details or seek to establish a fake, untraceable or unverifiable BizPay Account.

(b) You represent and warrant that you are eligible to use our Facility and enter into the Payment Agreement.

2.4 Transfers or assignments

(a) You cannot transfer or assign any rights you may have under any Agreement without our prior written consent, which will not be unreasonably withheld.

(b) We may transfer or assign any Agreement, and any right under the Agreement, to a third party without notice to you and without your consent unless the assignment will detrimentally affect your rights under the Agreement (in which case we will seek your consent prior to assignment, which consent must not be unreasonably withheld). For the avoidance of doubt, you acknowledge that no assignment by us to another person of any amount you owe to us will require your consent or notice to you.

(c) You agree that we may appoint third party collections agencies to collect any amounts owing to us under any Agreement without your consent.

3. YOUR BIZPAY ACCOUNT

3.1 Creating your BizPay Account

(a) We will create your BizPay Account when you register with us.

(b) Once your BizPay Account is created, you will be able to gain access to it by using our Website. The first time you access it you will be prompted to choose and enter a secure password. You may subsequently access your BizPay Account, using your secure password, through our Website.

(c) You are responsible for maintaining the security of your BizPay Account details. We will not take responsibility for unauthorised access or use of your BizPay Account unless, after investigating any breach, it is determined that we have failed to take reasonable steps to prevent the unauthorised access or use.

(d) You acknowledge and agree that if a person places a transaction by using your BizPay Account (whether with or without your authorisation), that person will be deemed to act on your behalf for the purposes of each Agreement and that will not (subject to clause 3.1(c)) affect your obligations under any Agreement, regardless of whether:

  1. we are or at any time become aware of the use of your BizPay Account not being authorised by you;
  2. there is a dispute, breach, defect or other issue in relation to the Transaction, the Facility or Services subject to the Transaction or any associated contract or any agreement between that person and a Supplier; or
  3. any rights or claims that we or a Supplier 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.

3.2 Your obligations to us as a holder of a BizPay Account

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

(a) pay any applicable Fees associated with your use of our Facility and your BizPay Account;

(b) not provide us with any information that is false, inaccurate or misleading (including, without limitation, in relation to your or any of your officer’s, employee’s or shareholder’s identity or personal details or by using an alias or false identity, even with the consent of the person whose identity is being used or seek to establish a fake, untraceable or unverifiable BizPay Account);

(c) ensure any information about you or any of your officer’s, employee’s or shareholder’s, including your contact details, is true, current and complete. If the information changes, you must update it through your BizPay Account via our Website;

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

(e) not use your BizPay Account, our Facility or the Services for any unlawful, fraudulent or improper activity, including for any experimental, testing or research purposes or otherwise in a manner for which they have not been designed;

(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 our Facility;

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

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

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

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

(k) not create any liability for us or cause us to lose (in whole or in part) the services of the Suppliers;

(l) 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

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

3.3 Using your BizPay Account to enter into Payment Agreements

Instead of you signing a Payment Agreement as contemplated by clause 1.1 we may decide that the Payment Agreement can be made using the Website. In that case we will provide the details contemplated by the Payment Agreement on the Website. You can use the Website to agree to those details. If you do a contract is created by you and us on the terms of the pro forma agreement in Schedule 2 completed with those details. Each contract made in that way will be considered to be made “in writing” by a “document” which is “signed” by you.

3.4 Replacement guarantee

Most recruiters offer replacement guarantees. The fulfillment of a guarantee of that type, or whether your candidate stays in your employ, has no impact on your obligation to continue to pay your instalments to BizPay, unless agreed otherwise by BizPay in writing.

3.5 Closing your BizPay Account

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

  1. all amounts owing to us by you (including any Late Fees) 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 account will remain open pending the finalization of all investigations, if applicable.

(c) We may close your BizPay Account for any reason, within our reasonable discretion. Each Agreement will continue to apply to any transactions accepted prior to the closure until all amounts owing are received in full (including any Late Fees).

(d) Except as otherwise stated, each Agreement will be terminated once your BizPay Account is closed. However, you will remain liable for all outstanding obligations related to the BizPay Account even after your BizPay Account has been closed.

(e) We may immediately limit your access to our Website or suspend or close your BizPay Account where we have reasonable cause to do so including, without limitation, where:

  1. we reasonably consider it necessary to do so in order to:
    • protect the integrity of the Website or our other systems;
    • prevent fraud;
    • limit the risk of money laundering or terrorism financing; or
    • otherwise protect us against legal, regulatory or non-payment risk;
  2. you do not pass our verifications or checks, including our pre-authorisation check described in clause 5.2(e);
  3. we reasonably suspect, or are aware, that you have breached any Agreement in a material respect (including by failing to make any payment due under any Agreement by the payment due date or by providing us with false, inaccurate or misleading information or using your BizPay Account or Facility in breach of any Agreement); or
  4. we otherwise reasonably consider the activity associated with the BizPay Account to be suspicious.

(f) We will use our best efforts to provide written notice to you before closing your BizPay Account, in the circumstances described in clause 3.5(e), except where doing so may compromise any investigation related to your breach of an Agreement or unlawful or improper conduct. Where we close your BizPay Account in accordance with clause 3.5(e), each Agreement will be terminated, and all amounts owed by you to us will immediately become payable to BizPay.

4. TRANSACTION, PAYMENTS AND BILLING

4.1 Transaction confirmation and Payment Schedule

(a) All Transactions which you place with BizPay are subject to approval by BizPay, at BizPay’s reasonable discretion. BizPay may choose not to approve a Transaction or enter into an Agreement with you, or may cancel an approved Transaction, if:

  1. we reasonably consider this necessary in order to:
    • protect the integrity of the Website or our other systems;
    • prevent fraud;
    • limit the risk of money laundering or terrorism financing; or
    • otherwise protect us against legal, regulatory or non-payment risk;
  2. you do not pass our verifications or checks, including those described in clause 5;
  3. we reasonably suspect, or are aware, that you have breached any Agreement in a material respect (including by failing to make any payment due under any Agreement on the payment due date);
  4. a transaction made with a Supplier in a jurisdiction that is not permitted by BizPay; or
  5. we otherwise reasonably consider the Transactions to be suspicious

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

  1. we will apply a full refund of any amounts you have paid to us to your Nominated Payment Source or (if that is not possible) to any other Card that you have provided us details of, and will cancel any future payments related to that Transaction. If the Transaction is cancelled because a chargeback has been incurred by BizPay in relation to a payment for the Transaction, that payment will not be refunded by BizPay. Any return of funds in that event will be as between you and your issuing bank. The Supplier will not be obliged to provide the Services the subject of the Transaction, unless required to do so by law;
  2. you will have no obligation to make any further payments to us with respect to that Transaction; and
  3. if you wish to proceed with the purchase from the Supplier it may accept an alternative payment method in its discretion, or if required to do so by law.

(a) If we cancel an approved Transaction after we have paid anything to the Supplier in connection with that Transaction you must on demand pay to us the amount which is the balance of the monthly payment amounts specified in the Payment Schedule which have not been paid. You will have no obligation to make any further payments to us in connection with that Transaction.

(b) Once we approve your transaction, you will receive an email from us with confirmation of your transaction and a Payment Schedule, to keep for your records.

(c) You agree to ensure that payment(s) are made in accordance with the Payment Schedule. You may make early payments through your BizPay Account, otherwise 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 details provided by you. If an Automatic Payment (as defined in clause 4.2(a)) fails on any of the dates specified in your Payment Schedule, we reserve the right to re-attempt to process the payment at a later time or date.

4.2 Automatic Payments

(a) An ‘Automatic Payment’ is a payment, through the Payment Method you have chosen, that we will automatically charge directly to your nominated Card (‘Nominated Payment Source’) on a one-time or regular basis in agreed upon amounts as outlined in your Payment Schedule. You will have the option to select a preferred Payment Method and Nominated Payment Source when your BizPay Account is being created. You can update or change your preferred Nominated Payment Source or Payment Method at any time via your BizPay Account

(b) Subject to the other terms of an Agreement, you expressly consent to us deducting and you authorise and instruct us to deduct , Automatic Payment amounts from your Nominated Payment Source for the amounts and on the scheduled dates set out in your Payment Schedule. You acknowledge that you are giving us the ability to collect or reverse variable payment amounts from or to your Nominated Payment Source, in accordance with your Payment Schedule and the terms of an Agreement.

(c) You are responsible for ensuring that you have sufficient funds in your Nominated Payment Source available to make Automatic Payments on the dates specified in your Payment Schedule. You are liable for any fees or charges imposed by your Nominated Payment Source, except to the extent that the fees or charges arise as a result of our error or system failure. If any fees or charges are imposed as a result of our error or system failure, please provide us with a copy of the relevant records, and we will reimburse you for the relevant fees or charges.

(d) If an Automatic Payment fails (for example, if your Nominated Payment Source is a credit or debit card which has expired), Late Fees may apply unless you otherwise make the scheduled payment on or before the relevant due date. You authorise us to satisfy any monetary liability you owe us by:

  1. debiting your Nominated Payment Source at a later time or date;
  2. debiting any other Card which you have provided details of;
  3. offsetting the payment amount against any amounts we may owe to you; or
  4. any other legal means.

Please see clause 4.3 for more information regarding Late Fees.

4.3 Late payments

(a) If you fail to pay any amounts according to the Payment Schedule, Late Fees will apply on each payment that is due but not received. For the avoidance of doubt, Late Fees will not be applied until the day immediately following the day that the payment is due.

(b) We may, at our sole discretion, reasonably delay the application of, or waive wholly or partly, any Late Fee. If Late Fees are or may be incurred as a result of our error, please let us know, and we will waive or refund such fees, as relevant.

4.4 Fees

Charges or Fees, if any, payable by you for the use of our Facility or your BizPay Account are set out in Schedule 1.

4.5 Cross border transactions

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 discretion to determine the original order value in Australian dollars and the amounts payable by you in accordance with your Payment Schedule. The exchange rate used will change regularly to reflect the currency fluctuations in the foreign exchange market. We will determine when the invoice amount is converted.

No set up fees or foreign exchange commission will be applied to the exchange rate applied to perform the conversion.

4.6 Charges

The only fees which apply when using our Facility are:

(a) the fees which are included in the instalments in the Payment Schedule; and

(b) the Late Fees.

There are no other fees / hidden costs to use our service.

4.7 No set-off

Notwithstanding any other provisions of an Agreement, you must make all payments in accordance with the Payment Schedule and pay all other amounts in full to us under an Agreement without any set-off, withholding or reduction for any reason whatsoever, including any existing or future act, omission or default by us. That does not otherwise affect any rights you may have against us.

5. ASSESSMENT AND CHECKS

5.1 Assessment

We reserve the right to assess, and determine whether to accept or cancel, each Transaction in accordance with clause 4.1. We are not bound to proceed with a Transaction until we have either signed the Payment Agreement for the Transaction or have recorded on the Website that the Transaction has been approved.

5.2 Payment capability and identity checks

(a) We reserve the right to verify your identity, that your officers and shareholders and that of persons who sign (or may sign) a Payment Agreement, including if required under the Anti-Money Laundering and Counter-Terrorism Financing Act (the “AML Act”). Verifying your identity does not mean we will approve your transaction (see clause 4.1(a) for other variables that are considered).

(b) You represent and warrant to us that you are not aware, and have no reason to suspect, that any accommodation provided under any Agreement or the performance of any transactions contemplated by any Agreement will violate any financial or other sanctions or will be applied or related to any money laundering, terrorism financing or similar activity illegal under the AML Act or any other law or otherwise prohibited under any international convention or agreement. You must give us all information and assistance we require so that we can comply with those sanctions, laws, conventions and agreements.

(c) You agree to provide any information or documentation reasonably requested by us or a Supplier to verify your identity in connection with your BizPay Account or the Transactions.

(d) You authorise us to make, directly or through third parties, any enquiries we consider necessary to verify your identity and assess your capability to make payments according to the Payment Schedule in relation to all Transactions. This may include ordering a credit report, performing other repayment capability checks and verifying information you provide against third party databases.

(e) All information that we collect about you, including information collected in connection with the verification of your identity, will be collected, used and stored in accordance with the BizPay Privacy Policy which can be viewed on, or downloaded from, the Website. The collection, use and disclosure of personal information by us is subject to the Privacy Act and the privacy policy.

(f) You authorise us (or any third parties providing a service to us or on our behalf) to disclose to third parties, to the extent required by any applicable laws or regulations, any information in relation to you or your BizPay Account. In addition, you acknowledge that BizPay reserves the right to report any negative activity on your BizPay Account (including late payments, missed payments, defaults or chargebacks) to credit reporting agencies.

5.3 Your general warranties

(a) You represent and warrant to us that you have and will continue to have the power to enter into each Agreement and perform your obligations under each Agreement and those obligations are and will be valid, binding and enforceable.

(b) If you are or become the trustee of a trust each Agreement will be binding on you both in your own right and as trustee of the trust.

(c) If you comprise more than one person each of you is bound by each Agreement jointly and severally.

(d) You must do anything we reasonably require to ensure that each Agreement is binding and enforceable and to give effect to the transactions contemplated by an Agreement.

6. OUR INTELLECTUAL PROPERTY AND PERSONAL INFORMATION

6.1 Our Website and all content on our Website are our exclusive property. The information on our Website is for information purposes only and is subject to change without notice.

6.2 You must not copy, imitate, modify, alter, amend or use without our prior written consent any URLs representing our Website, or any of our content, logos, graphics, icons or other content published on our Website or in our printed and online media.

6.3 You must at all times comply with all applicable laws in respect of the storage, transfer, and protection of personal information.

6.4 We undertake that we will not, at any time, copy, compile, collect, collate, process, mine, store, transfer, alter, delete, interfere with or in any other manner use any personal information for any purpose other than as permitted by an Agreement or as otherwise approved in writing by you from time to time.

6.5 Your personal information will at all times be owned by you.

7. COMPLAINTS AND DISPUTES

7.1 Disputes between you and a Supplier

(a) If you have a dispute with a Supplier, you should file a dispute through direct contact with the Supplier.

(b) Whilst we will endeavour to facilitate communication between you and the Supplier to enable a resolution to all disputes, the outcome of your disputes with Suppliers will not affect our rights and remedies under any Agreement or your obligation to meet any payments due to us.

7.2 Disputes between you and us

(a) We aim to:

  1. acknowledge receipt of all complaints within 5 business days; and
  2. resolve all complaints within 21 days.

(b) If you wish to raise a dispute or submit a complaint to us, you should do so by contacting us using the details listed below. Disputes should be raised with us as soon as possible.

Phone: 1300 4 BizPay 4 249 729 | Email: info@bizpay.com

(c) 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.

(d) If we cannot resolve a dispute within 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.

(e) If you are not satisfied with the outcome of your complaint after it has been through our internal disputes process above, you can contact the Australian Financial Complaints Authority (AFCA) using the contact details listed below.

Email: info@afca.org.au Website: www.afca.org.au Phone: 1800 931 678 (free call)

In writing to: Australian Financial Complaints Authority GPO Box 3, Melbourne VIC 3001

8. NOTICES AND COMMUNICATION

8.1 How we will communicate with you

(a) Notices or other communications regarding an Agreement, any other agreements with us, your BizPay Account and/or your use of our Facility may be provided to you electronically.

(b) You agree to receive all communications from us in electronic form. Communications will be posted on our Website (where permitted under an Agreement) and/or sent to your email address.

(c) Alternatively, we may choose to give notice to you by:

  1. serving it personally at, or sending it by post to, your nominated contact address listed on your BizPay Account; or
  2. sending it to you via other electronic methods of communication (including text messages) using contact details listed on your BizPay Account.

(d) Where a notice is served personally, service of the notice is taken to be effected when delivered. Where a notice is sent by post, service of the notice is taken to be effected on the fourth day after the date of posting. Where a notice is sent by email, or through other electronic means, service of the notice is taken to be effected on the day after the day on which it is sent, unless we receive notification that delivery has failed.

(e) You consent to us using the contact details you have provided to us 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 an Agreement, your BizPay Account, our Facility and/or any Services you have purchased.

(f) 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.

8.2 How you can communicate with us

If you wish to contact us for any reason, you can do so on the details below

Email: info@bizpay.com | Phone: 1300 4 BizPay 1300 BizPay 4 249 729

Mail: Level 1, 60 Martin Place, Sydney, NSW, 2000 Australia

9. GENERAL

9.1 System outages

(a) Access to the services we provide or our Website may occasionally be unavailable or limited due to hardware or software failure or defects, overloading of system capacity, damage from natural events or disasters or disruptive human activity, interruption of power systems, labour shortages or stoppages, legal or regulatory restrictions as well as other causes outside of our control.

(b) To the extent permitted by law, and subject to clause 2.2, we will not be liable for any loss or damage which you may incur as a result of our services or our Website being unavailable.

9.2 Governing law and jurisdiction

Each Agreement 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.

9.3 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 Facility 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, and subject to clause 2.2:

  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 total value of any affected Transactions(s), including any payments and Late Fees;
  2. except for claims arising in respect of clause 9.5, your liability for all claims arising under or related in any way to an Agreement no matter how arising (including the indemnity in clause 9.4), 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 9.3(c) above). You acknowledge that any consumer-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.

9.4 Indemnification

(a) You are responsible to BizPay and any BizPay Affiliate to the extent they are involved in the provision of the Facility 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 Transferred 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 Facility 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 9.4(a) gives a non-party rights, BizPay contracts as trustee of the rights given under that clause.

(d) 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).

(e) Your liability under clauses 9.4(a) and 9.4(b) will be reduced proportionately to the extent that BizPay, its contractors or agents or the BizPay Affiliate:

  1. caused or contributed to the relevant claim, demand, loss , cost, expense or damage; or
  2. failed to take reasonable steps to mitigate the relevant claim, demand, loss , cost, expense or damage.

(f) This clause 9.4 survives termination of any Agreement

9.5 Breach relating to misuse of the Facility

(a) You acknowledge that it is imperative that we be able to rely on:

  1. the information you provide to us;
  2. the identity that you use; and
  3. your agreement that your use of your BizPay Account and our Facility will be for the intended purpose as set out in these Terms and Conditions.

(b) You acknowledge that a breach by you of any obligation in an Agreement in relation to the matters in clause 9.5(a) (including, without limitation, a breach of clauses 2.3 or 3.2(b) and 3.2(e)) would cause significant detriment to BizPay and the BizPay Affiliates. You agree that monetary damages will not be sufficient to remedy that detriment, or may otherwise be incapable of being ascertained, and irrevocably consent to BizPay or any BizPay Affiliate seeking and obtaining injunctive relief to obtain relevant documents from you and to prevent such breach, or orders of specific performance to compel compliance, in addition to any other remedies available at law or in equity.

(c) If we reasonably consider that you have breached an obligation under an Agreement in relation to your identity, the information you provide to us and/or your use of your BizPay Account and our Facility, you agree, on request from us, to provide us with copies of all documents, notes or communications in relation to such alleged breach.

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

10. DEFINITIONS

Agreement means this document and each separate “Payment Agreement” which refers to or incorporates this document, together with any policies and documents incorporated by reference.

Card means any Australian card issued by Visa or MasterCard, excluding Gift Cards and other prepaid cards.

Consequential Loss means any loss, damage or costs incurred that is:

(a) indirect or consequential; and

  1. any 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 other than in respect of any such losses incurred by BizPay directly in respect of an Agreement.

Facility means the facility provided by us under an Agreement. Where the context requires it includes a facility which may be provided under an Agreement.

Fees, in relation to a Transaction, means any fees charged by us, as described in the Agreement, including Late Fees.

BizPay, we, us or our means BizPay Group Limited ACN 633 797 627, and can include an BizPay Affiliate where applicable.

BizPay Account means an account that BizPay creates to uniquely identify you and to enable you to use our Facility.

BizPay Affiliate means a related body corporate or related entity of BizPay, including one in another jurisdiction.

Nominated Payment Source has the meaning given in clause 4.2(a).

Payment Agreement means the agreement entered into between you and us in the form of the document in Schedule 2 or an agreement entered into between you and us in accordance with clause 3.3.

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

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

PPSA means the Personal Property Securities Act 2009.

Services means the services you purchase from a Supplier. If you purchase goods from a Supplier it includes those goods

Supplier means a recruitment agency, executive search firm, other professional service provider or other third party that provides services (such as labour hire services) to you. You will owe a debt to the Supplier which is assigned to us under a separate agreement we have with the Supplier. The person is only a Supplier if it has entered into an agreement with us in the form and substance we require.

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 which will arise if a Payment Agreement is entered into.

Transferred Account, for the purposes of a Transaction, means the account evidenced by the invoice referred to in the Payment Agreement for that Transaction.

Website means www.bizpay.com and any other website operated by BizPay, including the BizPay App.

You (or your) means the person identified when a BizPay Account is created. If:

(a) such person does not exist,

(b) the name or details are used by someone who does not have the authority of that person; or

(c) is otherwise provided dishonestly or fraudulently, then you (or your) includes the person who signs the Payment Agreement or agrees to it in another way, such as by clicking on the Website to accept these terms.

SCHEDULE 1

With the exclusion of the late fees detailed below, which apply only if instalments are missed, any fees we charge you will be included in your instalments. These will be detailed in your Payment Agreement.

Late Fee: is 0.67% per day on the total invoice amount for up to 3 months from the due date of the missed instalment. After 3 months from the due date of the final instalment, the late fee becomes 0.2% per day, and we commence our collections process (we reserve the right to commence collections earlier).

Schedule 1 - Form of Payment Agreement