Welcome to BizPay. The following terms apply.
Each Transaction is a separate contract between you the company named in a separate Supplier Agreement (‘you’ or ‘your’) and BizPay Pty Ltd (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 Supplier Agreement. You agree to these Terms and Conditions by signing the Supplier Agreement or using the Facility. If you do not want to be bound by these Terms and Conditions, you must not sign a Supplier Agreement or use our Facility.
We recommend that you store or print a copy of these Terms and Conditions (including all policies found on the Website) and each Supplier 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 Supplier Agreement, the Supplier Agreement will prevail.
(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 decide not to enter into any further Supplier Agreements and will then not sell any further invoices to us.
(b) We will not change the Terms and Conditions for an existing Transaction. The Terms and Conditions that will apply to an existing Transaction (and any steps taken in relation to the Transaction) are the Terms and Conditions that applied at the time you made the Transaction.
(a) Our facility allows you to sell to BizPay the invoice you issued to a Client for Services you provided to the Client. A business can be a Client if they have entered into a Payment Agreement with us.
(b) Each time a Supplier Agreement is entered into between you and us a separate contract is made for the sale of the invoice specified in the Supplier Agreement. The invoice (including the account evidenced by it) is transferred to us. The Client will be required to discharge the invoice by paying us. An “account” is also called a book debt.
(c) We will pay the Invoice Purchase Price to you. We will pay it within two business days of the Assignment Date. Payment will be made in Australian dollars. Payment will be made by transfer to a bank account which you have nominated to our satisfaction.
(d) You must give us any information concerning the invoice, the Transferred Account or the Client which we reasonably request.
(e) The Transferred Account is transferred pursuant to an Agreement on the Assignment Date. It is transferred to us completely, absolutely and unconditionally, although for the purposes of the PPSA the transfer gives us a security interest in the Transferred Account. No further formality is required for the transfer to occur. If a Transferred Account is not, for any reason, transferred to us, you must do anything we may require to transfer it. Until it is transferred, you will hold the Transferred Account on trust for us.
(f) We are not responsible or liable for the Services the Client purchases from you. You must perform those Services to the satisfaction of the Client, to a proper professional standard and in accordance with your agreement with the Client. You must also perform any other obligations, including obligations which arise under the contract dealing with the Services.
(g) If we process transactions for you through our Website we do so as your agent. For example, we might use our Website to provide a tax invoice to the Client for the services provided by you. Delivery, fulfilment and Client support for the Services will be provided by you. You agree to be bound by the terms and conditions of the contract between you and the Client.
(h) We do not:
(a) You must complete any further documents and do any other thing we may require in relation to the Transferred Account. In particular you must do anything we reasonably require to perfect the transfer of a Transferred Account and give any notice to the Client we require. You must do anything we reasonably require to help us collect and enforce a Transferred Account. We may collect and enforce it in any way we like. We can, for example, give the Client time to pay or compromise the Transferred Account.
(b) You must immediately notify us in writing if any person (including the Australian Taxation Office or a secured party holding a Security Interest) issues a notice in relation to a Transferred Account; or a Client disputes a Transferred Account or makes a claim in relation to a Transferred Account.
(c) You must use your best endeavours to ensure that the Client gives all Collections for a Transferred Account direct to us. If you receive any Collections for a Transferred Account you must immediately give them to us in the form you received them. However, if we have told you that you can deposit them into the Nominated Account, you must immediately after receipt tell us and deposit them into that account. You hold the Collections on trust for us and must keep them separate from all other property until they are given to us or deposited into the Nominated Account.
(d) The Collections for a Transferred Account belong to us and you have no interest in them. We can direct the disposition of the Collections from the Nominated Account without any consent from you. You have no interest in the Nominated Account. A deposit into the Nominated Account does not result in us or any other person coming under a present liability to pay any amount to any person.
(e) You must not:
(f) In connection with each Transferred Account, you represent and warrant to us that:
(a) You represent and warrant to us that:
(b) You represent and warrant to us that you are not the trustee of any trust, except a trust which has been disclosed to us. Irrespective of this, you are bound by each Agreement both in your own right and as trustee of each trust of which you are the trustee. You are also bound as the trustee of a trust you may become the trustee of.
(c) At all times you indemnify us against all liabilities, expenses or losses of any kind that we suffer or incur if any representation or warranty given by you is not true or is misleading or if you do not comply with any of your obligations. The indemnity is irrevocable and survives the ending of any Agreement. Amounts payable under this indemnity must be paid immediately on demand by us.
(d) For valuable consideration and by way of security you irrevocably appoint us and each of our officers (jointly and severally) as your attorney to do in your name all acts and things which you should have done. In addition, the attorneys may at any time sign any documents and do anything they consider desirable to give effect to any Agreement and the transactions contemplated by any Agreement; remedy any breach of any Agreement; exercise the rights, powers and remedies we have under any Agreement or any laws; take and defend legal proceedings (in your name or otherwise) in connection with a Transferred Account; resolve disputes with Clients; redirect mail; obtain a refund of GST; and give directions to an ADI. The attorney may delegate any of the attorney’s powers (including this power to delegate) and may revoke a delegation.
(e) You must, at your own cost, execute, do and perform all assurances, instruments, acts and things which we might at any time reasonably require to give full effect to each Agreement and the transactions completed by any of them; to enable us to exercise our rights, remedies and powers under any Agreement or a security interest which arises under any Agreement; to perfect the transfer of a Transferred Account; to perfect a security interest in a Transferred Account; and to enable us to collect and enforce any Transferred Account.
(a) For the purposes of sections 115(1) and 115(7) of the PPSA we need not comply with sections 95, 117(3), 118, 121(4), 125, 130, 132(3)(d), 132(4) or 134(1) and sections 142 and 143 are excluded. You waive your right to receive notice under section 135 of the PPSA. Sections 123(1) and 123(3) of the PPSA do not limit our right to seize a Transferred Account and section 123(2) will not apply.
(b) For the purposes of section 115(7) of the PPSA we need not comply with sections 132 and 137(3). You waive your right to receive a verification statement or notice in relation to registration events under section 157(3)(b). To the extent that the law permits, you waive your right to receive any other notice that is required by the PPSA. Nothing in an Agreement prohibits us from giving notice under the PPSA or any other law.
(c) Nothing in an Agreement should be construed as an agreement by us to subordinate the security interest which we have for the purposes of the PPSA or as a consent to any other security interest.
(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 any 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).
(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 to 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 uses 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:
(e) If $1.00 is deducted from the Invoice Amount to give the Invoice Purchase Price (see the definition in clause 10) we will pay a processing incentive to you. That fee is $1.00. It is payable because you maintain your BizPay Account. We will pay it at the same time we pay the Invoice Purchase Price to you. We pay the Invoice Purchase Price in consideration of you selling the Transferred Account to us and giving the security interest in the Transferred Account mentioned in clause 2.1(e). The processing incentive is a separate payment and is not consideration for the sale of the Transferred Account or the giving of that security interest.
By holding a BizPay Account with us, you agree that you will:
(a) 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);
(b) 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 inf
(c) 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;
(d) not use your BizPay Account or our Facility 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;
(e) cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity on your BizPay Account;
(f) be aware of and pay any taxes that may apply to your use of our Facility;
(g) not permit others, unless authorised by you, to use your BizPay Account, or allow anyone else to have or use your account password details;
(h) not use any technology (device, software or hardware) to damage, intercept or interfere with our Facility or Website;
(i) 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;
(j) not create any liability for us or cause us to lose (in whole or in part) the custom of the Clients;
(k) not open or use more than one BizPay Account.
Instead of you signing a Supplier Agreement as contemplated by clause 1.1 we may decide that the Supplier Agreement can be made using the Website. In that case we will provide the details contemplated by the Supplier 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 the Schedule 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.
(a) You may make a request to close your BizPay Account by contacting us directly. You may only request that your BizPay Account be closed if:
(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 there are no Transferred Accounts and all amounts owing have been received in full.
(d) 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:
(e) We will use our best efforts to provide written notice to you before closing your BizPay Account, in the circumstances described in clause 3.4(d), 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 3.4(d), you must immediately repay to us the Invoice Payment Amount for any outstanding Transferred Accounts. After you pay that amount each Agreement will be terminated and we will retransfer the Transferred Accounts back to you.
(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:
(b) Once we approve your Transaction, you will receive an email from us with confirmation of your transaction.
(c) If an approved Transaction is cancelled you must immediately repay to us the Invoice Payment Amount for any outstanding Transferred Account. After you pay that amount each Agreement will be terminated and we will retransfer the Transferred Account back to you.
(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 discretion to determine the original order value in Australian dollars and the amounts payable by us in accordance with the Supplier Agreement. 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.
(b) No set up fees or foreign exchange commission will be applied to the exchange rate applied to perform the conversion.
There are no fees / hidden costs to use our service. When we purchase a Transferred Account you will receive the Invoice Purchase Price. The Client will pay a fee to us for being allowed to pay by installments.
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 signed the Supplier Agreement for the Transaction (or have recorded on the Website that the Transaction has been approved) and have sent the email mentioned in clause 4.1(b).
(a) We reserve the right to verify your identity, that your officers and shareholders and that of persons who sign (or may sign) a Supplier 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 the performance of transactions contemplated by your agreement with the Client which gave rise to the Transferred Account will not contravene any law, convention or agreement related to money laundering, terrorism financing or economic or trade sanctions and you have no reason to suspect that the sale of the Transferred Accounts and the performance of other transactions contemplated by an Agreement will contravene any of those laws, conventions, agreements or sanctions. You must give us all information and assistance we require so that we can comply with those laws, conventions and agreements.
(c) You agree to provide any information or documentation reasonably requested by us 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 perform your obligations in relation to all Transactions. This may include ordering a credit report, performing other payment capability checks and verifying information you provide against third party databases.
(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 (subject to the Privacy Act) to report any negative activity on your BizPay Account to credit reporting agencies.
(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.
(a) 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.
(b) 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.
(a) You must at all times comply with all applicable laws in respect of the storage, transfer, and protection of personal information.
(b) 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.
(c) Your personal information will at all times be owned by you.
(a) If you have a dispute with a Client, you must immediately tell us. You must do everything that is reasonably necessary to resolve that dispute although you cannot do anything that affects a Transferred Account as the Transferred Account belongs to us. If a credit note needs to be issued which could affect a Transferred Account you must obtain our approval before you issue it. If you obtain our approval you must repay the Invoice Purchase Price to us and we will then retransfer the Transferred Account to you so that you can issue the credit note.
(b) We will endeavour to facilitate communication between you and the Client to enable a resolution of all disputes. The outcome of your disputes with Clients will not affect our rights and remedies under any Agreement or your obligation to meet any payments due to us.
(a) We aim to:
(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 1300 4 249 729 | Email: email@example.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: firstname.lastname@example.org Website: www.afca.org.au Phone: 1800 931 678 (free call)
In writing to: Australian Financial Complaints Authority GPO Box 3, Melbourne Victoria 3001
(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:
(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:
(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.
If you wish to contact us for any reason, you can do so on the details below.
Email: email@example.com | Phone: 1300 4 BizPay 1300 4 249 729
Mail: Level 1, 60 Martin Place, Sydney, NSW, 2000 Australia
(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 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.
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.
(a) We will not be liable for any loss (including Consequential 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 an Agreement. 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:
(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, 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 provision of any Services for a Client, 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 a Client may have in respect of the Services purchased from you will be a matter between you and the Client.
(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.
(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:
(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 9.4(a) and 9.4(b) will be reduced proportionately to the extent that BizPay, its contractors or agents or the BizPay Affiliate:
(d) This clause 9.4 survives termination of any Agreement.
(a) You acknowledge that it is imperative that we be able to rely on:
(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 3.2(a) and 3.2(d)) 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.
ADI is short for authorised deposit-taking institution.
Agreement means this document and each separate Supplier Agreement which refers to or incorporates this document, together with any policies and documents incorporated by reference.
Assignment Date, in connection with an invoice specified in a Supplier Agreement, is the date of sale specified in the Supplier Agreement or, if it is late, the date we are satisfied that the Client has agreed with us (on terms acceptable to us) that it will pay the account evidenced by the invoice to us.
Client means a business to which you provide services (such as labour hire services). The Client will owe an account to you which is assigned to us under an Agreement. The person is only a Client if it has entered into an agreement with us in the form and substance we require.
Collections, in connection with a Transferred Account, means all proceeds of the Transferred Account and all currency, negotiable instruments, other instruments and other remittances in any form which is a payment (in whole or in part) of the Transferred Account.
Consequential Loss means:
(a) any loss, damage or costs incurred that is indirect or consequential; and
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.
BizPay, we, us or our means BizPay Pty Ltd 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.
Invoice Purchase Price, in connection with a Transferred Account, means the Invoice Amount specified in the Supplier Agreement less the discount specified in the Supplier Agreement. If the discount is zero or a discount is not specified the Invoice Purchase Price is the Invoice Amount less $1.00.
Nominated Account means the bank account we specify.
PPSA means the Personal Property Securities Act 2009.
Services means the services the Client purchases from you. If the Client purchases goods from you it includes those goods.
Supplier Agreement means the agreement entered into between you and us in the form of the document in
Schedule or an agreement entered into between you and us in accordance with clause 3.3.
Transaction means the contract arising under an 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 an Agreement is entered into.
Transferred Account, for the purposes of a Transaction, means the account evidenced by the invoice referred to in the Supplier 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) the name or details are otherwise provided dishonestly or fraudulently, then you (or your) includes the person who signs the Supplier Agreement or agrees to it in another way, such as by clicking on the Website to accept these terms.