Each Transaction is a separate contract between the company named in a separate Payment Agreement (you or your) and BizPay Group Limited (ACN 633 797 627) (BizPay, we, us or our). These Payment Terms are incorporated into the Payment Agreement and set out the terms and conditions that apply to your use of our Facility in connection with the invoice specified in the Payment Agreement. You agree to the Payment Terms by executing the Payment Agreement or using the Facility. If you do not agree to be bound by the Payment Terms, you must not execute a Payment Agreement or use our Facility.
The Facility allows you to submit Transactions under which BizPay will pay your invoice to a nominated Supplier and you will make payments to BizPay in respect of that invoice in agreed instalments.
(a) To be eligible to use the Facility you must:
(b) By accessing and using the Facility, you represent and warrant that:
(c) By accessing and using the Facility, you acknowledge and agree that BizPay does not have any control over, and is not responsible or liable for, the Services provided by Suppliers. BizPay makes no representation or guarantee that a Supplier will perform the Services, will perform the Services to any particular standard or will perform the Services in accordance with your agreement with the Supplier and you have no claim against BizPay in relation to the actions or inactions of a Supplier.
(a) access a Payment Agreement through your BizPay Account and:
(b) provide BizPay with an instruction to proceed with a Transaction in respect of the invoice to which the Payment Agreement relates; or
(c) make any instalments or repayments of amounts owed under the Payment Agreement or the Facility; or
(d) perform any obligations that arise under the Payment Agreement or the Facility,
you will be deemed to have agreed to the terms of the Payment Agreement (including these Payment Terms) irrespective of whether the Payment Agreement has been executed by you or your duly authorised representative.
(a) 3. Each Payment Agreement will continue to apply to any Transactions accepted prior to the closure of your BizPay Account until all amounts owing are received in full (including any Fees). You will remain liable for all outstanding obligations related to your BizPay Account even after your BizPay Account has been suspended or closed.
Business purpose declaration By entering into a Payment Agreement or otherwise accessing the Facility, you:
(a) warrant that all credit provided to you under the Facility is to be applied wholly or predominantly for:
(b) understand that any credit you may receive under the Facility will not be subject to the protections set out in the National Consumer Credit Protection Act 2009 (Cth) (including the National Credit Code).
(a) All Transactions which you place with BizPay are subject to BizPay's approval, in its absolute discretion, and may be subject to assessment prior to approval. All assessment criteria are determined by BizPay in its absolute discretion, from time to time.
(b) By placing a Transaction, you:
(c) BizPay may choose not to approve a Transaction or enter into a Payment Agreement with you, or may cancel an approved Transaction, if:
(d) If we cancel an approved Transaction and we have not paid anything to the Supplier in connection with that Transaction:
(e) If we cancel a Transaction because we have incurred a chargeback or dishonour fee in relation to a payment for the Transaction, that payment will not be refunded. Any return of funds will be as between you and your issuing bank.
(f) If we cancel an approved Transaction after we have paid funds to the Supplier, you must on demand pay to us all outstanding amounts.
(g) Once we approve a Transaction, you will receive an email from us with confirmation of the approved Transaction and a Payment Schedule.
(a) You must pay all amounts and Fees (including Late Fees if you do not make a payment to us on or before the due date) owed to us on the relevant dates set out in the Payment Agreement.
(b) You must pay all amounts and Fees owed to us without set-off or counterclaim and despite any rights or claims which you may have against the Supplier.
(a) When the Invoice Amount specified in the Payment Schedule is denominated in a foreign currency, we will convert that amount into your local currency using a retail exchange rate selected by us at our reasonable discretion, to determine the original order value in your local currency and the amounts payable by you in accordance with your Payment Schedule.
(b) The exchange rate used will change regularly to reflect the currency fluctuations in the foreign exchange market.
(c) We will determine when the Invoice Amount is converted.
(a) You must make all required payments by the relevant due date and in accordance with the Payment Schedule. You may make payments earlier than the relevant due date.
(b) If you do not make an early payment, we will automatically process payments in accordance with the due dates stated on the Payment Schedule. You authorise us to process such payments using the Payment Method nominated by you. You acknowledge that the use of some Payment Methods will require you to enter into separate agreements with us in relation to your use of that Payment Method (eg, direct debit).
(c) If an Automatic Payment fails on any of the due dates, we may reattempt to process the payment at a later time or date.
(a) We may automatically charge your nominated Payment Method on a one-time or regular basis in agreed upon amounts as outlined in your Payment Schedule (Automatic Payment). You will have the option to select a nominated Payment Method for Automatic Payments when your BizPay Account is created. You can update or change your nominated Payment Method at any time via your BizPay Account.
(b) Subject to the Payment Agreement, you expressly consent, authorise and instruct us to debit amounts from your nominated Payment Method on or after the scheduled due dates set out in your Payment Schedule.
(c) You are responsible for ensuring that you have sufficient funds in your nominated Payment Method to make Automatic Payments on the due dates specified in your Payment Schedule. You are liable for any fees or charges imposed by your nominated Payment Method issuer.
(d) You authorise us to satisfy any monetary liability you owe us by:
(a) If you fail to pay any amounts on the due dates specified in your Payment Schedule (including if an Automatic Payment fails on the relevant dates), Late Fees will apply on each payment that is due but not received. Late Fees will not be applied until the day immediately following the day that the payment is due.
(b) We may, in our absolute discretion, delay the application of, or waive wholly or partly, any Late Fee.
You must make all payments in accordance with the Payment Schedule and pay all other amounts in full to us under the Payment Agreement without any set-off, withholding or reduction for any reason whatsoever, including any existing or future act, omission or default by us.
In some circumstances, before we will approve a Transaction we may require you to provide Security Interest in our favour over certain assets of yours in respect of the Transaction amounts. This may include (at our nomination) a Security Interest over identified assets or over all of your present and after-acquired property. If required by us, you acknowledge and agree to execute and effect any documentation and actions required to provide the nominated Security Interest to us before we will approve and process a Transaction.
(a) If you have a complaint or dispute with a Supplier, you should directly notify the Supplier. We do not have any association with Suppliers or any Services provided to you.
(b) In some circumstances, we may (in our reasonable discretion) facilitate communication between you and the Supplier for the purposes of communicating a complaint or dispute.
(c) Any complaints or disputes (or any resolution) you have with a Supplier does not affect your obligations or our rights under the Payment Agreement.
(a) We are committed to providing a high standard of service. If you have any feedback, questions or are dissatisfied with any service you have received and with to submit a complaint, please do so by emailing us at: email@example.com.
(b) Please provide us with the following details in order for us to be able to process your complaint expeditiously:
(c) We aim to:
(d) We may request additional documentation from you to assist us in resolving any complaints or disputes, and you must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes.
(e) If we cannot resolve a dispute within twenty-one (21) days, we will notify you of the reason for the delay as well as give you an indication of when we expect to resolve the complaint or dispute.
In this clause 8, we use the term “BizPay” to refer to us, all BizPay Affiliates, and each of their respective directors, officers, employees, agents, joint ventures, service providers and suppliers.
(a) You indemnify and hold BizPay harmless from any claim, demand, loss, costs (including reasonable legal fees), expenses or damage, arising out of or in connection with:
(b) Your liability under this clause 8 will be proportionately reduced to the extent that BizPay caused or contributed to the relevant claim or loss, or where BizPay failed to take reasonable steps to mitigate the relevant claim, demand, loss, costs, expenses or damage.
(a) BizPay's liability is limited to the services it provides to you under the Facility. To the maximum extent (and subject to our liability under any Consumer Guarantee), and to the extent that BizPay's liability is not otherwise limited by this part or any other term of the Payment Agreement (which includes the Payment Terms) in no event will BizPay be liable for Consequential Loss (whether the claim is in relation to loss or damage arising under statute, in contract or in tort (including negligence) or otherwise) arising out of or in connection with:
(b) To the maximum extent permitted by law (and subject to our liability under any Consumer Guarantee that may apply), in no event will BizPay be liable to you for any loss or damage of any kind (including any Consequential Loss) arising out of or in connection with:
(c) To the extent BizPay's liability is not otherwise limited by this part, and to the maximum extent permitted by law, BizPay is not liable for Consequential Loss.
(d) To the maximum extent permitted by law, BizPay's liability for any breach or non-compliance with a Consumer Guarantee is limited to doing one or more of the following (at BizPay's election):
(e) You agree that any instructions you provide to BizPay through your use of the Facility are your responsibility and must be accurate, correct and complete in all respects. BizPay is not liable for any loss or claim arising from its actions or inactions in accordance with your instructions.
This clause 8 survives termination of the Payment Agreement.
(a) Subject to the operation of any Consumer Guarantee, any other law in relation to the goods and services provided under the Payment Agreement, or any other express warranty or representation we make in the Payment Agreement:
(b) Although we strive to provide you with accurate and timely information on the Website and any BizPay Account, the content may not always be correct, complete or current and may include 3440-6178-2553 v5 page | 8 technical inaccuracies or typographical errors. As such, you should verify all content and information contained on the Website and any BizPay Account before relying on it. In an effort to provide you with as complete and as precise information as possible information may be changed or updated from time to time, without notice to you.
We may suspend your access to the Facility and terminate the Payment Agreement at any time in our reasonable discretion, including where:
(a) we are required to do so by law, regulation, competent court order, or other competent authority;
(b) we reasonably believe that we need to do so in order to protect our interests;
(c) we consider that you are in breach of the Payment Agreement (including the Payment Terms) or applicable law or regulation or in conflict with any Policy;
(d) we reasonably suspect illegal activity including money laundering, terrorist financing, fraud or any crime (financial or otherwise) is occurring in respect of your use of the Facility;
(e) any of our third party service providers deny providing services to us or you; and
(f) upon our request, you have failed to provide us with information, or the information provided does not meet our legal requirements.
(d) This clause 9.5 survives termination of any Agreement.
You may suspend your use of the Facility and terminate the Payment Agreement at any time by:
(a) discontinuing your use of the Facility or your access to the Website or your BizPay Account;
(b) requesting us to close your BizPay Account; and
(c) paying any outstanding amounts that are owed to us.
(a) We may amend, modify, update and change any of the terms and conditions contained in the Payment Terms in our reasonable discretion from time to time.
(b) We will notify you of any amendment, modification, update and change by publishing a new version of the Payment Terms on the Website or by email.
(c) We will endeavour to give you at least ten (10) Business Days prior notice (or longer if required by any relevant law) of any change that is likely to materially affect or disrupt the manner in which you use the Facility, except in circumstances where such a change is due to a change by a third party provider assisting in the operation of the Facility and we are not aware of the change in advance. In these circumstances we will endeavour to notify you in a reasonable time period after becoming aware of the change.
(d) Any subsequent use of the Facility, entry into the Payment Agreement or acceptance of a Transaction will constitute your acceptance of any new or modified terms. If you do not agree, you must close your BizPay Account.
The notices and communications provisions set out in the BizPay Account Terms apply to the Payment Agreement (which includes the Payment Terms).
In the event that we are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information that we have collected from you, including any personal information, as part of such merger, acquisition, sale, or other change of control.
We may subcontract (including to any BizPay Affiliate) the whole or any part of our obligations under the Payment Agreement (which includes the Payment Terms) without your prior consent.
It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Facility (including Transactions) or in connection with receiving the Services, and to withhold, collect, report and remit the correct amounts of taxes to the applicable tax authorities.
We may assign our rights and obligation, either in whole or in part, under the Payment Agreement (which includes the Payment Terms). Your rights and obligations are personal to you, and therefore non-assignable.
(a) If a provision of (or a right or remedy of a party under) the Payment Agreement is invalid or unenforceable in a particular jurisdiction:
(b) This clause is not limited by any other provision of the Payment Agreement in relation to severability, prohibition or enforceability.
Each indemnity contained in the Payment Agreement (which includes the Payment Terms) is an additional, separate and independent obligation and no one indemnity limits the generality of another indemnity.
Any term of the Payment Agreement (which includes the Payment Terms), which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the Payment Agreement is not affected.
We shall not be liable for delays, failure in performance or interruption of service which results directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, pandemic, epidemic, war, strike or other labour dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment or 3440-6178-2553 v5 page | 10 software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
We may not always strictly enforce our rights under the Payment Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.
All provisions contained in the Payment Agreement, which by their nature extend beyond the expiration or termination of the Payment Agreement, will continue to be binding and operate after the termination or expiration of these Payment Agreement.
The Payment Agreement (which includes the Payment Terms) is governed by the law in force in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia.
If there is a conflict or inconsistency between the documents incorporated into the Payment Terms then (unless otherwise expressed), the documents will be given the following order of priority (with paragraph (a) being the first in the order of priority) such that the conflicting provision in the document lower in the order of priority will be read down or if necessary severed to the extent necessary to resolve the conflict:
(a) the Payment Agreement;
(b) the Payment Terms;
(c) BizPay Account Terms;
(d) any Policy.
The following definitions apply:
Automatic Payment has the meaning given to that term in clause 5.4(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 pursuant to the BizPay Account Terms.
BizPay Account Terms means the terms and conditions that apply to your use of a BizPay Account (available here).
BizPay Affiliate means a related body corporate or related entity of BizPay.
Business Day means the day that banks are open for business in New South Wales, Australia.
Card means any credit or debit card accepted by us from time to time.
Consequential Loss means any loss, damage or costs incurred by you that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.
Consumer Guarantee means any right you may have under consumer protection laws against providers of goods or services.
Facility means the services we provide to you under the Payment Agreement, including you directing us to pay a Supplier for an invoice amount in consideration for you making repayments to us in respect of that amount in agreed instalments.
Fees means any fees (including Late Fees) charged by us to you, as set out in any Payment Agreement.
Invoice Amount means the amount set out as the invoice amount in the Payment Schedule.
Late Fees mean the fees set out in the Payment Schedule.
Payment Agreement means the agreement entered into between you and us in relation to a Transaction and incorporates the Payment Terms.
Payment Method means any payment method accepted by BizPay from time to time.
Payment Schedule means a list of payment amounts that BizPay is entitled to receive from you, and the relevant due date of each payment, as specified in the Payment Agreement.
Payment Terms mean the terms and conditions set out in this document.
Policies has the meaning given to that term in clause 1.2.
Security Interest means:
and includes any agreement to create any of them or allow them to exist.
Services means the goods and services you purchase from a Supplier.
Supplier means any third party supplier that provides you with Services.
Transaction means the contract arising under a Payment Agreement. A reference to you placing a Transaction (or similar phrases) means you enter into that contract. Where the context requires it means a Transaction that will arise if a Payment Agreement is entered into.
Website means www.bizpay.com.
You or your means the corporate entity named in a Payment Agreement and for which we create a BizPay Account.
The following rules of interpretation apply unless the contrary intention appears:
(a) headings are for convenience only and do not affect the interpretation of these terms;
(b) the singular includes the plural and vice versa;
(c) words that are gender neutral or gender specific include each gender;
(d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
(e) the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not words of limitation;
(f) a reference to:
(g) an agreement on the part of two or more persons binds them jointly and each of them severally;
(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of the Payment Agreement or the Payment Terms or any part of them;
(i) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;
(j) in determining the time of day where relevant to the Payment Agreement or the Payment Terms, the relevant time of day is:
(k) a day is the period of time commencing at midnight and ending immediately before the next midnight is to occur; and
(l) if a period of time is calculated from a particular day, act or event (such as the giving of a notice), unless otherwise stated, it is to be calculated exclusive of that day, or the day of that act or event.
This is a Payment Agreement between BizPay Group Limited (ACN 633 797 627) (BizPay) and <Buyer's Company Name> (you) for the purpose of the BizPay Payment Terms and Conditions (available here) (Payment Terms).
By executing this Payment Agreement:
The Payment Terms are incorporated into this Payment Agreement. It is essential that you carefully read both this document and the Payment Terms before you execute this Payment Agreement. The Payment Terms can change. The Payment Terms which apply to this Payment Agreement are those which are on the Website on the date stated below.
The amounts of each Instalment and the dates on which each Instalment is due will be notified to you through email or
|Invoice Amount||<Insert invoice amount here>|
|No. of Instalments||<Insert # of instalments here>|
|Frequency||<Insert weekley, fortnightly, monthly etc>|
|Agreement Date||<Insert date here>|
|Instalment Amount||<Insert instalment amount here>|
|BizPay Fee||<Insert BizPay fee here>|
|Late Fee||5% of the total outstanding balance owed to us per 30 days an Instalment payment remains outstanding|
|Total Payment Amount||<Insert total payment amount here>|
This document constitutes an offer to you by BizPay to enter into the Payment Agreement on the included terms. As set out in the Payment Terms, you are deemed to have accepted this offer, executed this Payment Agreement and agreed to be bound by the terms above and in the Payment Terms by: