General Terms and Conditions
BZPAY TRADING PTY LTD ABN 41 617 387 210, trading as bzTrack (we, us or our) operates this online platform (Platform) which facilitates payment of invoices for goods and/or services (Services).
You or your organisation as specified in the Platform (User) have been authorised to use the Platform in connection with the payment of invoices relating to transactions entered in to between the User and third-party vendors or purchasers of goods and/or services (Payments). The User may be the party making the payment (Payer) or the party receiving the payment (Recipient) of an invoice for such transactions.
2. Our Partners
Please note, by accepting our Terms and Conditions you are also accepting the Terms and Conditions of our Partners:
1. Credit Sense Australia Pty Ltd (ABN 96 163 577 768)
2. Creditor Watch Pty Ltd (ABN 80 144 644 244)
3. Zepto Payments Pty Ltd (ABN 61 604 057 598)
4. Till Payments Solutions Pty Ltd (ABN 64 160 726 349)
5. Zai Australia Pty Ltd (ABN 96 637 632 645)
6. Xero Australia Pty Ltd (ABN 89 124 215 247) .
3. Acceptance of these Terms
You accept these Terms, on behalf of yourself and the User (if you are not personally the User, for example if the User is your employer or any related business), by using or registering for the Services, making payment to us, browsing the Platform, integrating your system with the Platform, or by creating an account on the Platform. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its related entities to these Terms. By using the Platform or Services, browsing the Platform, making payment through the Platform, or creating an Account, this signifies that you have read, understood and agree to be bound by the Terms.
You may not use the Services and may not accept the Terms if:
- the individual accepting this agreement does not have authority to do so;
- you are not of legal age to form a binding contract with us; or
- you are a person barred from receiving the Services under the laws of Australia or other relevant countries including the country in which you are resident or from which you use the Services.
By clicking to accept these Terms, you are taken to have agreed to be bound by the Terms both on your own behalf as an individual and (if you are not personally the User) on behalf of the User (collectively you and your).
If you do not accept the Terms, you must immediately cease using the Platform. By continuing to use the Platform you confirm your agreement to the Terms.
By engaging with us, you acknowledge and understand that we do not provide you with any tax, legal, accounting or other specialist, professional or technical advice. For further information, please read the Terms carefully.
We reserve the right to review and change any of the Terms by updating this page at our sole discretion. We may also vary the functionality or operation of the Platform from time to time. When we update the Terms, we will use reasonable endeavours to provide you with notice of the same. Any changes to the Terms take immediate effect from the date of their publication. If you choose not to accept any changes to the Terms, your sole recourse will be to stop using the Services. Before you continue, we recommend you keep a copy of the Terms for your records.
You are granted a non-exclusive, non-transferable licence to use the Platform in accordance with these Terms.
These Terms, and your right to use the Platform, commence upon acceptance of these Terms and continue until terminated under clause 6.
5. Your Account
You must register on the Platform by completing the details requested by the Platform (Account). When registering for an Account, you must provide information that is accurate, complete, and not in any way misleading or deceptive. You must promptly update or correct any information provided in relation to your Account that ceases to be accurate, complete or up to date. If we become aware that any of the information you have provided is inaccurate or incomplete, we may contact you to clarify that information, and your Account may be suspended or not activated until that information has been confirmed.
When you create an Account, the information you provide may be shared automatically with our service providers, including payment service providers, as necessary to facilitate the creation of the Account and the operation of the Platform. As a condition of establishing your Account, you may be required to agree to terms and conditions of certain service providers of ours, including payment service providers. You must comply with any such third-party terms and conditions.
You must keep all account identification and log-in information, including passwords, secure and confidential. If you suspect that there has been unauthorised use of your Account, or any other breach of security, you must notify us via the contact email address mentioned on the Platform as soon as possible.
We will endeavour to ensure that information displayed in the Platform is correct and up to date, but you agree that we bear no liability regarding that information, including where any of the information is or becomes incorrect or incomplete. Information in the Platform, including the business details of users, may be derived from third-party sources, and you should not rely on such information without independently verifying it.
6. Suspension and termination
You acknowledge and agree that if you close or delete your Account, you will remain liable for any Payments that have been authorised but not yet processed at the time of closing your Account.
You acknowledge and agree that we may terminate these Terms and your access to the Platform by providing you 14 days' prior written notice.
You acknowledge and agree that we may immediately terminate or suspend access to any part or all of the Platform by you or any other user of your Account if we determine that you are in breach of these Terms or the User becomes subject to an insolvency event.
You agree that we will have no liability for any suspension or termination of your access to the Platform. If your access to all or any part of the Platform is suspended or terminated, all restrictions on you and all disclaimers, exclusions and limitations of liability set out in the Terms will survive such suspension or termination.
Termination of these Terms will not affect any accrued rights or remedies a party may have as at the date of termination.
The User agrees to pay us the fees specified in the Platform for the Services used by the User (Fees). The Fees must be paid by the User in accordance with the payment terms specified in the Platform.
If the User fails to pay any amount required to be paid to us by it under these Terms on time, we may charge the User interest at the interest rate specified in the Platform (if any) on outstanding monies accruing daily from the date payment was due until the date it is received.
If GST is imposed on any supply made under or in accordance with these Terms, the User must pay us an additional amount on account of GST equal to the amounts payable by the User for the relevant supply multiplied by the prevailing GST rate. The additional amount on account of GST referred to in this clause is incorporated in the Fee displayed through the Platform, and is payable at the same time and in the same manner as any other amounts payable by the User are required to be paid under these Terms.
For more information about our Fees, please refer to our Pricing page.
We will endeavour to make the Platform available continuously, however the Platform is provided as-is and we do not promise or guarantee that it will always be available, uninterrupted or fault-free.
You acknowledge that there may be times where you will be unable to access the Platform, which may be due to:
- scheduled maintenance, in which case we will endeavour to schedule the maintenance outside of ordinary business hours and provide reasonable notice to you of the intended maintenance;
- maintenance required to address an emergency or unexpected error or interruption with the Platform; or
- unexpected outages such as those caused by third-party suppliers such as telecommunications providers.
We are not liable to you or to any other person if the Platform becomes temporarily or permanently unavailable at any time.
We may suspend the Platform or your use of and access to the Platform, and/or the processing of Payments through the Platform including if:
- the Platform or transaction processing is or becomes unlawful, including if any licences, authorisations, permissions or consents required by law by a party are not granted, are insufficient or are terminated without renewal; or
- there is a breach by you of these Terms, or an actual or threatened security breach or fraud or unlawful conduct impacting the Platform or transaction processing occurs, until the issue has been satisfactorily resolved.
until the issue has been satisfactorily resolved.
To the extent practicable in the circumstances, we will endeavour to provide you with prior notice of any suspension.
You acknowledge that the Platform may include features that allow us to remotely and automatically identify, track and analyse certain aspects of the use and performance of the Platform by you, and you consent to the use of such features. Any such activities will be conducted for purposes that include assessing compliance with these Terms or improving the Platform.
We take reasonable precautions to protect data you submit to the Platform from loss, misuse and from any unauthorised access, disclosure or modification. However, we do not warrant, and we are not liable to you, if data you submit to the Platform is lost, misused or accessed, disclosed or modified by a person not authorised to do so. You acknowledge that you use the Platform at your own risk.
You agree that we may use data in relation to your Account to support or improve the Platform and to assist us to provide services to users.
We may from time to time remove data from the Platform without notice to you, including where we determine that it is no longer being used for any purpose associated with the Platform.
We recommend you take reasonable precautions to guard against the consequences of loss of any data you submit to the Platform (for example, keeping separate records or backups of all information). You acknowledge that we have no liability for any loss of any data and that it is your responsibility to safeguard any data.
10. Intellectual property
Nothing in these Terms will be taken to constitute a transfer, assignment or grant of any ownership of, or licence rights to, any copyright or other intellectual property rights unless otherwise expressly stated.
You acknowledge and agree that:
- the Platform and its content is protected by copyright and other intellectual property laws and treaties;
- all intellectual property rights subsisting in or in connection with the Platform belong or are licensed to us;
- you will not obtain any title to (and these Terms will not in any way transfer or assign to you) any part of the Platform or its content;
- we will own (as between the parties) all rights, title and interest in and to the Platform and its content (other than any content provided by or on behalf of the User through its use of, or for use in, the Platform in the ordinary course (User Content); and
- the User will own (as between the parties) all rights, title and interest in and to the User Content.
You assign to us all intellectual property rights that may be held by you, and must execute such documents and perform such other acts as we consider reasonably necessary, to give effect to this clause.
You may not transfer, assign, lease, deliver, delegate, sub-contract or otherwise dispose of the licence to use the Platform to another person without our prior written consent or as permitted by these Terms.
You agree to take reasonable steps to ensure that no unauthorised person accesses the Platform and that all authorised persons having such access will refrain from any disclosure, duplication, or reproduction of the Platform and its content (other than the User Content).
You must immediately notify us if you become aware of any claim by a third party that the Platform or its content infringes the rights (including intellectual property rights) of any person or breaches any laws, and reasonably and promptly cooperate with us in respect of any negotiations or defence regarding such claims.
If a party (Recipient) receives confidential information of the other party in connection with the use or provision of the Platform (Discloser), the Recipient must keep confidential, and not directly or indirectly disclose, any of that confidential information of the Discloser, except:
- to any officer or employee of the Recipient who has a specific need to have access to that confidential information and who has been made aware of the terms upon which it has been disclosed to the Recipient;
- where legally compelled to do so, provided that the Recipient notifies the Discloser prior to the disclosure (unless legally prevented from doing so) and cooperates with the Discloser's reasonable instructions concerning the disclosure including with respect to taking any lawful steps to resist disclosure and maintain the confidentiality of the confidential information; or
- where the Discloser has provided its prior written permission or as otherwise permitted by these Terms.
The Recipient may only use the confidential information of the Discloser for the purpose for which it was disclosed in connection with these Terms.
The Recipient must take all reasonable steps to ensure that any person to whom it discloses the Discloser's confidential information complies with this clause as if that other person were the Recipient.
The Recipient acknowledges that the Discloser may seek an injunction or other relief if the Recipient or a person to whom it discloses confidential information breaches or threatens to breach the confidentiality the confidential information.
The Recipient must notify the Discloser immediately the Recipient becomes aware of any breach of confidentiality regarding the Discloser's confidential information and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of that confidential information.
The Recipient must, promptly upon reasonable request from the Discloser when no longer required under these Terms, return to or destroy as directed by the Discloser the confidential information of the Discloser in its possession, custody or control, except that the Recipient may retain one copy of the Discloser's confidential information where required to do so for compliance with law.
You acknowledge and agree that we may disclose information in your account to our service providers, including payment processing providers, and that doing so will not constitute a breach of this clause.
This clause survives the expiry or termination of these Terms.
We collect your personal information, as defined in the Privacy Act 1988 (Cth) (Personal Information), in order to provide you with access to the Platform, including to issue and activate your Account, supply information to you and to otherwise facilitate your use of the Platform. We may be unable to provide you with access to the Platform and/or other services if we do not collect your Personal Information.
Each party will comply with its obligations under the Privacy Act in respect of Personal Information handled by that party in connection with these Terms.
Each party will cooperate with the other party as reasonably required to assist that other party meet its obligations under the Privacy Act in respect of Personal Information handled by both parties in connection with these Terms.
Each party warrants that it has complied with its obligations under the Privacy Act in respect of Personal Information disclosed by that party to the other party.
Each party must, if it becomes aware of any complaint under or breach of the Privacy Act (including an "eligible data breach") relating to Personal Information handled by that party in connection with these Terms, promptly notify the other party and then reasonably cooperate with that other party in connection with addressing or resolving that complaint or breach.
13. General Platform use obligations
In using the Platform, you must, and must procure that your personnel will:
- comply with these Terms, any user manuals, policies and rules and other documentation which relates to the Platform published by us from time to time in electronic or printed form and provided or made available to you (including by publication in the Platform), such as acceptable use policies, and any other reasonable instructions notified in writing by us to you from time to time; and
- cooperate with us in any investigation of any use of the Platform that may breach the law or these Terms, including providing any information reasonably requested by us.
You warrant that:
- you will comply with all laws that apply to you in connection with your use of the Platform and will only use the Platform and its content for lawful purposes;
- the User Content and its use in the Platform will not infringe the rights (including intellectual property rights) of any third party;
- the User Content will not contain anything that, and you will not use the Platform for any activity that:
- - is illegal, contrary to or in breach of any applicable laws, industry codes or the requirements of any regulatory authority;
- - is false, misleading or deceptive or likely to mislead or deceive;
- - infringes a third party's rights or privacy;
- - is indecent, obscene, offensive, objectionable, threatening, discriminatory, harassing, defamatory, libellous, or in breach of confidence or any other obligation owed to a third party; or
- - would require us to hold any financial services or other licence.
You must ensure that any persons who have access to the Platform on your behalf are made aware of and, if required by us, agree to be bound by these Terms.
You grant to us a non-exclusive, perpetual, irrevocable, payment-free, worldwide licence (with the right to sub-license) to use the User Content and any associated intellectual property rights, for the purpose of operating the Platform and (except for User Content that is confidential information) to publicise or promote our services (including without limitation use on our website and in marketing material).
You must not, and must not directly or indirectly allow a third party to, without our prior written consent:
- use, copy, distribute, transfer or transmit the Platform or its content other than as permitted by these Terms;
- frame the Platform or its content within another website;
- transmit to or using the Platform or to any other user of the Platform any harmful or malicious computer code (including viruses) or engage in any other means of cyber-interference (including any hacking or "denial of service" attack or otherwise anything that may interfere with the operation of the Platform or detrimentally affect the Platform or associated software, data, computer systems or operations, or gain unauthorised access to or compromise the security or integrity of systems, networks or passwords or any part of the Platform);
- transmit unsolicited or deceptive messages or engage in harassment;
- reverse compile, reverse engineer or disassemble the Platform;
- create software to carry out functionality, and/or incorporating concepts, copied from the Platform including by creating derivative works based upon the Platform;
- remove or tamper with any proprietary notices or labels contained in the Platform or its output; or
- use the Platform to integrate any application, program, service, software, hardware or product, with and/or into any product, system, application, software or hardware.
14. Liability and indemnity
Nothing in these Terms operates to exclude, limit or modify the application of any statute (including the Competition and Consumer Act 2010 (Cth)) where to do so would be unlawful, contravene that statute or cause any part of this clause to be void.
No party will be liable for any indirect, special, incidental, economic or consequential loss or damage, or any loss of revenue, income, profits, data, goodwill, business, opportunities or anticipated savings, arising out of, in relation to or in connection with these Terms or use of the Platform, including without limitation, lost profits and damage suffered as a result of claims by any third person.
Subject to the above and to the extent permitted by law, we:
- exclude all terms, conditions, warranties and guarantees implied or imposed by statute, law or other source external to these Terms (including as to the description, merchantable quality or fitness for purpose of the Platform);
- except for liability expressly assumed under these Terms (including under any indemnity), exclude all liability whatsoever, whether under statute, contract, for negligence or other tort, or otherwise, arising out of, in relation to or in connection with these Terms, the Platform or its use (including for malfunction or destruction of data); and
- limit any liability which cannot be excluded or limited under the other provisions of this clause to, at our option, in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again, or in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods or of acquiring equivalent goods or having the goods repaired.
In any case our liability to you for any claim arising out of, in relation to or in connection with these Terms or the Platform will not exceed $100.
We will have no liability caused by any act or omission of any other user of the Platform or any third-party service provider or contractor (including any payment processing partner or provider), or any other matter or circumstance beyond our reasonable control.
The User agrees to indemnify us from and against all liability that we may incur in relation to or as a result of:
- any unlawful or negligent act or omission by you;
- the death of, or personal injury to, any person, or any damage to or destruction of any property, caused by any act or omission of you or the User's personnel;
- any transaction to which you are a party or goods or services you may acquire in connection with a transaction or your use of the Platform;
- any Payment made or requested under authority of the User's Account (other than where caused by our unlawful misconduct);
- your use of your Account or the Platform;
- breach of these Terms including any warranty by you; and
- breach of any obligation of privacy or confidentiality by you or the User's personnel.
15. Dispute resolution
A party must not commence any court proceedings (other than proceedings for urgent injunctive or interlocutory relief) in respect of a dispute arising in connection with these Terms until it has complied with this clause.
A party claiming that a dispute has arisen must notify the other party to the dispute in writing giving details of the dispute.
Within the 7 days after notification of a dispute, each party must nominate in writing a representative of that party authorised to settle the dispute on its behalf and use its best endeavours to resolve the dispute.
If the parties are unable to resolve the dispute within the period described above they must, within an additional 14 days, refer the dispute for mediation by a mediator and on mediation terms agreed by the parties (or if no agreement can be reached within 7 days, by a private mediator nominated by the President of the Law Society of South Australia).
If, within 21 days of the appointment of a mediator, the dispute has not been resolved, either party may terminate the mediation.
Each party must bear its own costs of resolving the dispute under this clause and, unless the parties otherwise agree, the parties must bear equally the costs of any mediator engaged for that purpose.
16. External links
The Platform, or any material accessed through it, may contain links to other websites. Such websites are outside of our control, and we are not responsible for the use, content (including information, products and services) or privacy practices of such websites.
Any links contained in the Platform are not an endorsement, approval or recommendation (whether express or implied) by us of the owners or operators of those websites or any information, graphics, materials, products or services referred to, or contained on, those websites, unless (and then only to the extent) expressly stated otherwise by us.
A notice, demand, consent, approval or communication under these Terms must be in writing, legible and in English, and hand delivered or sent by prepaid post or email to the recipient's address (as may varied by notice by that recipient),and such a notice will be deemed received:
- if hand delivered, upon delivery;
- if sent by pre-paid post, five business days after the date of posting; or
- if sent by email or via the Platform, on the day of transmission, provided that the sender does not receive an automated notice generated by an email server indicating that the message was not delivered,
but if the delivery, receipt or transmission is not on a business day or is after 5pm on a business day, the notice is taken to be received at 9am on the following business day.
We are independent contractors, and no relationship of agency, partnership, joint venture, fiduciaries or employment is created by these Terms or through your use of your Account.
Neither party is authorised to create any liabilities on behalf of the other party.
If a provision of these Terms is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the other provisions of these Terms.
Any failure or delay by a party to exercise a right or insist on strict performance of any obligation under these Terms shall not constitute a waiver, and a single or partial exercise or waiver by a party of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.
Any provision expressly stated or by its nature intended to survive expiry or termination of these Terms survives expiry or termination of these Terms. You may not assign or transfer any rights or obligations under these Terms to any third party. We may assign or transfer any rights or obligations under these Terms to any third party in our absolute discretion by notice to the User (including a notice published in the Platform).
We may subcontract or otherwise arrange for another person to provide the Platform or any services relating to the Platform or to discharge any of our obligations under these Terms.
These Terms constitute the entire agreement between the parties about their subject matter and supersede all previous representations, understandings and agreements in connection with that subject matter.
Each party must, at its own cost, promptly do all things reasonably necessary to give full effect to, and perform its obligations under, these Terms.
These Terms will be governed by and construed in accordance with the laws of South Australia and the parties submit to the exclusive jurisdiction of the South Australian courts and any courts which have jurisdiction to hear appeals from those courts.
In these Terms, unless the context otherwise requires:
- words or expressions:
- - importing the singular include the plural and vice versa; and
- - denoting individuals include corporations, firms, unincorporated bodies, authorities and instrumentalities;
- where a word or phrase is defined or given meaning, any other part of speech or grammatical form has a corresponding meaning;
- a reference to:
- - two or more persons means those persons jointly and severally;
- - time is to time in South Australia;
- - a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
- "including" and similar expressions do not limit what else may be included; and
- headings are for ease of reference only and do not affect interpretation.
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