1. Interpretation
    1. “Access Credentials” means the security measures we provide you in order to restrict access to your account, including, but not limited to, your username, password and security questions.
    2. “APCA” refers to the Australian Payments Clearing Association Limited.
    3. “BECS” refers to the Bulk Electronic Clearing System.
    4. “BPAY” refers to BPAY Pty Ltd (ABN 69 079 137 518).
    5. “Business Day” means a day that is not a Saturday, Sunday or gazetted Australian national holiday.
    6. “Cardholder” means a person to whom a financial transaction card has been issued bearing the livery of one of our Payment Schemes, a charge card or any other financial transaction card we request you to process.
    7. “Cardholder data” means the account information of the Cardholder including the PAN, expiry date, Cardholder Name and Sensitive Authentication Data.
    8. “Card Present” means a transaction that is initiated by a Cardholder through face to face transactions.
    9. “Card Not-Present” means a transaction that is initiated via the internet, over the phone or via other non-face-to-face transactions.
    10. “Client”, “You”, “Your” or “Merchant” means the entity or entities stated in the Application including any directors, proprietors, shareholders, owners, trustees, beneficiary’s and guarantors, its successors and assigns who contracts with us to supply payment services.
    11. “Chargeback”, “Refund” or “Dishonour” means a reversal of a Customer Payment for whatever reason.
    12. “Customer” means your clients or any entities you list with us to collect payments from.
    13. “Customer DDR” refers to a direct debit request initiated by you, either on our approved form as proof of your authority to debit.
    14. “Customer Payment” refers to any money received by us on your behalf through our nominated Payment Schemes.
    15. “Direct Debit” refers to the processing of debit instructions through BECS.
    16. “EFTPOS” means Electronic Funds Transfer at Point of Sale and is a trademark of Eftpos Payments Australia Limited.
    17. “MasterCard” means MasterCard International Inc.
    18. “Nominated Bank Account” refers to your bank account as listed on this authority or as amended by you from time to time.
    19. “PAN” means Primary Account Number also known as the Cardholder account number or credit card number and commonly located on the front of most credit cards.
    20. “Payment Scheme” refers to BPAY, Direct Debit, EFTPOS, Visa, Mastercard, American Express or any other payment type or scheme we provide access to including any rules, regulations or by laws that are attached to or expressed by the Payment Scheme.
    21. “Privacy Act” refers to the Privacy Act 1988 (Cth)
    22. “Supplied Technology” means any payment terminals, software, API’s or hardware supplied to you by us.
    23. “Price” means the amount specified in our tax invoice, or the amount established by a course of dealing between us and you.
    24. “PCIDSS” means Payment Card Industry Data Security Standards. This refers to the data security standards mandated by Visa & MasterCard to facilitate the protection of Cardholder payment data from unauthorised access.
    25. “Sensitive Authentication Data” includes any full magnetic stripe, PIN verification or code otherwise known as CAV, CVC, CVC2, CVV, CVV2, PVV PIN and PIN Block data or any set of credentials used to access cardholder information or to initiate a Customer Payment.
    26. “Visa” Means Visa Inc.
    27. “We”, “us” or “our” means Pay Advantage, ABN 38 749 739 150, our Payment Scheme partners, nominated banking representatives or any party we are required to appoint in relation to the provisioning of or management of Customer Payments or any related corporation as defined in the Corporations Act 2001 (Cth) including its successors and assigns.
    28. “Xero” refers to Xero Limited
  2. Declaration
    1. You declare and warrant that the applicant/s are neither bankrupt nor insolvent and have not committed any act of bankruptcy or traded whilst insolvent within the previous five (5) years.
    2. You agree to only use the service for the payment of invoices issued by you for goods or services provided by you and for payment by your Customers and only for legitimate and legal business activities occurring within Australia for products and services in compliance of this agreement.
    3. The use of the service to collect payments on behalf of any other entity including acting as a payment facilitator/aggregator, debt collection agencies, sells, or provides exchange services for, virtual or foreign currency or for any other reason is strictly prohibited.
    4. You must:
      1. Not be located outside of Australia and must be registered as a valid Australian entity.
      2. Verify the identity behind any Customer Payment and ensure any authorisation to process a Customer Payment is not forged, obtained by fraud, deception or unauthorised.
      3. Not offer for sale goods or services that are illegal, obscene, vulgar, offensive, dangerous, counterfeit, copyright protected, in violation of export controls, gambling, unlicensed or otherwise inappropriate.
    5. As part of our provision of service you agree to enter into a tripartite agreement between you, us and our acquiring financial institution who’s terms of service can be found here. You also agree you have read, understood and are capable of fully complying with their terms and where applicable after the term of this agreement.
  3. Your Obligations – You agree to notify us in writing and seek our written approval and consent to any change to your business including but not limited to:
    1. Change to principle business activities;
    2. Change to the type of good or service supplied to your customers;
    3. Significant change to your website including content changes, products sold or any change to your websites URL or any new URL/website that you sell products on and collect payments for;
    4. You change your address;
    5. You change your bank account;
    6. There is any change to the proprietors or directors of your business;
    7. You change your company structure, ownership, shareholding or effective control;
    8. You list your business for sale;
    9. You become a bankrupt or commit any act of bankruptcy or insolvency.
  4. BPAY
    1. We agree to act as a master biller on your behalf to facilitate the receipt of BPAY payments by you.
    2. You agree to accept BPAY payments through our master biller code. Any BPAY biller code issued by us remains our property and cannot be transferred.
    3. You agree to be bound by all scheme rules relating to the provisioning of your BPAY service including compliance with all terms and conditions contained in the master biller agreement.
    4. At our sole discretion we may choose to limit the acceptance of payments to debit funds only and may vary this from time to time at our sole discretion.
    5. BPAY® is a registered trademark of BPAY Pty Ltd. Use of the BPAY logo and associated graphics must be used in accordance with the BPAY branding rules as set out at www.bpay.com.au. You must ensure you comply with these rules including but not limited to the placement and colour of the BPAY logo. You should first seek approval by us before using the BPAY logo on your invoice, stationary or advertising material.
  5. Direct Debit
    1. We agree to process Direct Debit instructions via our approved user id’s on your behalf to facilitate the receipt of Direct Debit payment by you; and
    2. You agree to be bound by the regulations in relation to the use of BECS as set out by APCA in relation to the processing of Direct Debits. A copy of these regulations can be downloaded by visiting www.apca.com.au.
    3. You must obtain a duly signed Customer DDR before setting up any Direct Debit. If the Customer DDR is not obtained directly by us using our secure authorisation channel the signed Customer DDR must be kept by you for a period of 24 months from the date we last debited your Customer’s bank account and must be presented to us with two (2) business days should we request.
    4. If you wish to alter a Customer’s DDR you must first obtain a new Customer DDR.
  6. Credit Cards
    1. You should familiarises yourself with the guides:
      1. Protecting Business Against Credit Card Fraud; and
      2. Your Guide to the Payment Card Industry Data Security Standards (PCI DSS); and
      3. In addition to any other guides, brochures, manuals or practical operating instructions relating to the operation of your facility which we provide from time to time.
    2. You agree you are capable of complying with the contents of the documents listed in 6.1 and where applicable after the term of this agreement.
    3. You agree to comply with any messages displayed or returned in relation to the processing of a card transaction.
    4. You must not request any Sensitive Authentication Data from a customer or cardholder.
    5. If you need to store or retain any cardholder data, whether stored electronically, on paper, encrypted or not encrypted, you are only permitted to store and retain:
      1. The Cardholder name and expiry date;
      2. The PAN rendered unreadable by redacting the PAN in compliance with PCIDSS and only store the first 4 and last 4 digits of the PAN.
    6. When processing a credit card you must not return the Cardholders PAN either online or in any transaction receipt.
    7. You are not permitted to accept credit cards via email. If you receive credit card information via email you are not permitted to process the card and should take immediate steps to permanently delete the email.
  7. Supply of Goods and Services
    For any goods or services provided to your Customers where you accept a Customer Payment you must:
    1. Clearly identify your business including your full trading name, ABN, street address, telephone number, email address and country of domicile. You must also clearly identify and distinguish yourself from any other business or 3rd party; and
    2. Fulfil customer orders in a timely manner; and
    3. Provide a clear explanation of shipping practices and delivery policies including your process should you be unable to fulfil an order for any reason. If any part of an order is not available you must notify your customer within two (2) business days; and
    4. Adequately deal with customer warranty or service requirements; and
    5. Establish a fair policy for disputes, exchanges, refunds or returns of any goods or services supplied; and
    6. Not generate a significant number of complaints for failing to be reasonably accessible; and
    7. Promptly respond to any inquiry from your customers relating to a Customer Payment, cancellation or change to their order; and
    8. Establish a clear policy relating to customer data, how it is used and how it is protected; and
    9. Advise of any export restrictions; and
    10. If you are required to refund a Customer Payment this should be made:
      1. Where the transaction originated from a credit card directly to the credit card;
      2. In all other instances in a traceable form either by direct transfer or cheque and not paid as cash.
  8. Payments, Dishonours, Refunds and Chargebacks
    1. Customer Payments will be held on your behalf until funds are cleared. Cleared funds will be deposited into your Nominated Bank Account. Although we may deposit funds into your account, a Chargeback can occur on any Customer Payment at any time up to five (5) years after the Customer Payment has been deposited into your Nominated Bank Account.
    2. We do not guarantee the creditworthiness or the correct identity of any Cardholder or Customer Payment irrespective of whether any transaction is approved or processed.
    3. You are responsible for reconciling any settlement of customer payments. If you have any concerns about any missing amounts you must contact us within seven (7) days from the date of the payment. Any disputes raised after this time will not be reprocessed.
    4. We accept no responsibility for incorrect Customer Payments, refunds or deposits to your Nominated Bank Account due to failure on your part to protect your Access Credentials OR you supply us with an invalid or incorrect account number or your Nominated Bank Account is changed by a 3rd party.
    5. You are required to assist us in respect to any dispute which occurs in relation to any Customer Payment including supplying us with any documentation to support the authorisation of the payment including but not limited to correspondence, purchase orders, contracts, ID documents, delivery slips and personal information.
    6. Should you not be able to substantiate the reasons for processing a customer payment, fail to supply us with any requested Customer DDR or authority to process a payment or should we or the Customers bank determine the payment was not authorised or the documentation is not sufficient for any reason we may Chargeback any Customer Payments made without your consent, and at our sole discretion.
    7. Customer Payments may be delayed, frozen, refunded or refused if we believe:
      1. the payment may be the result of fraud, deception, illegal activity, money laundering, unethical demand for payment or unauthorised;
      2. you have supplied goods or services that are not permitted under this agreement;
      3. you are not able to demonstrate the validity of the Customer Payment to our satisfaction;
      4. you have breached:
        1. any Payment Scheme rules or regulations;
        2. this agreement;
        3. any state or commonwealth laws in relation to the supply of goods or services;
        4. any anti money laundering laws or responsibilities.
    8. If we are required to reverse any payment for any reason we are not liable for any costs or damages incurred by you as a result of the payment reversal and you will be liable for the fees associated with the payment including the reversal or chargeback.
    9. If we are required to refund or chargeback a Customer Payment that has settled to you for whatever reason or we receive a dispute in relation to any Customer Payments, you agree to us debiting this amount from your Nominated Bank Account or any funds held on your behalf, at our discretion, without notice. We will attempt to notify you by email or via our secure portal outlining the reason for the Chargeback and what action you are required to take (if any). If this debit fails or is returned, payment is due and payable immediately. Any funds debited will be held until any dispute is resolved to which we will either Chargeback the Customer Payment or deposit the amount into your Nominated Bank Account.
    10. You agree to us deducting any fees, charges or amounts related to this agreement that is outstanding from any Customer Payments not yet settled to your Nominated Bank Account.
    11. Unless otherwise agreed, all amounts owing to us on account of Services supplied to you on credit are due and payable within our agreed timeframe, but no later than ten (10) days from the date of our invoice.
    12. You agree that if you fail to pay in accordance with this clause, we may:
      1. charge interest at 18% per annum from the due date for payment;
      2. charge and recover all collection and legal costs incurred by us on an indemnity basis;
      3. withhold supply of services;
      4. debit any amount due including any returned or dishonoured Customer payments from your Nominated Bank Account.
      5. Terminate this agreement.
  9. Data security and management
    1. Customer Data, Customer Payment Data and Cardholder Data received by and used by you must:
      1. be adequately protected by ensuring sufficient security to industry best practice exists, to encrypt, protect, monitor and warn of any breach to stored data; and
      2. secure the transmission of data using industry best practice including but not limited to Secure Socket Layer (SSL).
    2. At our request you must provide us or our agents with reasonable access to view, monitor or audit any pages of your website where you accept a Customer Payment.
    3. You agree to us monitoring Customer Payments for the purpose of fraud prevention, mitigation, anti-money laundering and security.
    4. You must let us know if you suspect or have confirmed of any breach in your security including any data loss event or unauthorised access. If we are required to investigate such an event you agree to grant us full access to your system and database for the purpose of forensic analysis. Furthermore you agree to cover any costs incurred by us or our agents to investigate and resolve the data loss.
    5. You and any technology you use to access our service are required to ensure compliance with PCIDSS at all times and must complete, and if required, supply us an adequate PCIDSS Self-Assessment Questionnaire (SAQ).
    6. If we require you to obtain PCIDSS compliance to a particular level you agree to do so and will be responsible for any associated costs.
    7. You must not sell, purchase, provide or exchange any Cardholder data in any form to any party apart from us.
    8. You agree to only use software or hardware that we have approved as technically compatible with our systems.
    9. You agree and will ensure that any Supplied Technology:
      1. is not modified, interfered or tampered with including the removal of any attached plates, decals or labels; and
      2. is not removed or disposed of without our express written approval; and
      3. must be insured by you for its full replacement value; and
      4. is upgraded in the event of an industry or security standard change; and
      5. will be returned to us in working order upon cancellation of this agreement.
  10. Monitoring, Fraud and Anti-Money Laundering
    1. In order for us to comply with our regulatory and compliance obligations you should be aware that:
      1. Require from time to time information from you or a person employed by you or a Cardholder or Customer in order to meet our anti-money laundering and counter financing of terrorism obligations. This information may include “personal information” as defined in the Privacy Act 1988. Where requested you must supply any information immediately but no later than twenty-four 24 hours of such a request.
      2. Where we have reasonable grounds to believe that a suspicious matter has arisen in relation to your facility we may be obliged to complete and render a report to the Federal Government (AUSTRAC).
  11. Fees and Account Caps
    1. From time to time we review and change the plans offered including the rates charged for:
      1. Your weekly or monthly access fee; and
      2. Your minimum spend; and
      3. Your per payment/setup/debit fee; and
      4. The merchant service fee; and
      5. Fees relating to dishonours and chargebacks.
    2. If your plan includes a minimum spend you will be charged the difference between any fees generated for a particular month including any fees you elect to on-charge to your customer and the minimum spend amount.
    3. You will be notified thirty (30) days in advance of any change to your plan or fees. Should you not agree to any such change you have the choice to discontinue the use of the service.
    4. In the event you elect to on-charge any fees onto your customer we will attempt to recover these fees on your behalf. If we are not successful in recovering these fees due to the direct debit being cancelled or after thirty (30) days of the fees remaining outstanding you will be liable for the payment of any such fees.
    5. If you choose to on-charge any fees you warrant you are legally permitted to do so and have charged the fee in line with any law or Payment Scheme rule. In the event it is found you were not permitted to do so you agree to indemnify us for any resultant action or fine that may occur as a result of our instruction from you to on-charge any fees. Furthermore, you are not permitted to charge a Customer a payment fee or surcharge for an amount more than charged by us in relation to the Customer Payment. You must clearly disclose any fee to the Customer before processing and you must not process this fee as a separate transaction.
    6. From time to time we may pay commissions on transactions to 3rd parties as remuneration for introducing you to us.
    7. We reserve the right to impose a cap in relation to payments processed via our system. These caps are reviewed from time to time and may be changed without notice.
    8. You may apply to have your cap changed. If you require an increase we may require additional security as collateral for any such increase.
    9. You are responsible for checking the accuracy for and reconciling the fees and invoices relating to your service within three months (3) of the invoice being issued. If you fail to notify us of an incorrect fee being processed and thus an incorrect amount was charged, debited from your Nominated Account or on-charged to your customer, then you will have no claim against us and the account will be deemed settled. This includes but is not limited to equipment rental fees, subscription fees, transaction fees and merchant service fees.
  12. Direct Debit Authority
    1. The direct debit service agreement is issued by Pay Advantage User ID 378881, 513885 and 513886 or any other User ID we may use. Changes to the initial terms can be done so by contacting us by phone, email or in writing.
    2. In terms of the direct debit request made between Us and signed by You, we will periodically debit your Nominated Bank Account for:
      1. the agreed setup fee (if payable); and
      2. an ongoing access fee (if payable); and
      3. any invoice amount related to your use of the service; and
      4. any chargebacks or amounts that may be due in accordance with this agreement; and
      5. any overpayments we have made in respect of transactions due to errors or omissions or payments made in error; and
      6. any costs, fines or penalties imposed on us relating to a breach of this agreement by you; and
      7. any fees relating to the installation, repair, replacement or ongoing supply of any Supplied Technology.
    3. The first drawing under this Direct Debit arrangement will occur within seven (7) days of us accepting your application. Any drawing due on a non-business day will be debited to your account on the next business day following the scheduled drawing date. We will give you at least fourteen (14) days notice in writing when changes to the initial terms of the arrangement are made. This notice will include the new amount, frequency, next drawing date and any other changes to the initial terms.
    4. If you want to make changes to the drawing arrangements, these must be clearly outlined in writing and sent promptly to our office. Changes may include deferring a drawing, altering the schedule, stopping an individual debit or suspending or cancelling the direct debit request.
    5. You should direct all enquiries to us, rather than to your financial institution. These should be made at least five (5) business days prior to the next scheduled drawing date. All communication should include your company name, the BSB/Account number we are debiting and return contact details. All personal information held by us will be kept confidential except information provided to our financial institution to initiate the drawing to your Nominated Bank Account.
    6. If you believe a drawing has been initiated incorrectly, we encourage you to take the matter up directly with us by lodging your concern in writing direct to our office. You will receive a refund of the drawing amount if we cannot substantiate the reason for the drawing.
    7. It is your responsibility to ensure that:
      1. your Nominated Bank Account can accept direct debits; and
      2. on the drawing date there is sufficient cleared funds in the Nominated Bank Account; and
      3. advise us if the Nominated Bank Account is transferred or closed; and
      4. ensure all account holders have signed this agreement.
      5. If your drawing is returned or dishonoured by your financial institution, we will schedule your account to be re-drawn with the dishonoured amount on your next scheduled payment in addition to a dishonour fee of $9.00 which will be drawn together with any other due payments. Any transaction fees payable by us in respect of the above will be added to this debit. Should you cancel the direct debit request, instruct your bank not to make payment or more than two (2) consecutive payments are dishonoured we may cancel this agreement and the remaining scheduled amount plus all penalty charges will be due and payable.
      6. Should you wish to cancel the request to direct debit a Nominated Bank Account you must promptly establish a direct debit request with another Nominated Bank Account.
  13. Default
    1. You will be in default if:
      1. you fail to pay any amount requested by Us in accordance with this Agreement by the due date; or
      2. you tender a cheque which is dishonoured; or
      3. you breach this agreement, and fail to remedy such breach within five (5) business days; or
      4. you cancel this agreement; or
      5. you commit an act of bankruptcy, allow a trustee in bankruptcy or receiver and manager to be appointed to you or any of your property; or
      6. legal or other proceedings are commenced to wind you up or steps to appoint a controller, receiver, administrator, liquidator or similar officer is commenced; or
      7. you allow a judgment or order to be enforced or become enforceable against you.
    2. If you are in default under these terms and conditions:
      1. We reserve the right to suspend in full or part your access to our system; and
      2. we may sue you for any amounts outstanding to us and recover all our collection and legal costs and outlays expended on an indemnity basis.
  14. Charge
    1. For the purpose of securing payment to us of all moneys owing to us, you agree to:
      1. charge all of your beneficial interest in any real property you own (including all property you acquire after the date of the application) in favour of us;
      2. consent to us registering a caveat over real property owned by you to secure monies owing to us;
      3. deliver to us within seven (7) days of written demand a Mortgage in registrable form in such terms as we require;
      4. irrevocably appoint us and any person/s nominated by us as your attorney with power to execute, sign, seal and deliver such mortgage or other documentation necessary to give effect to the security granted by you;
      5. charge all your personal property including without limitation all stock, plant and equipment, motor vehicles and debtors that you now or in the future own as security for any and all moneys owing to us, and you consent to us registering with any relevant authority our interest in that personal property.
  15. Records
    1. You must maintain in your possession your books of account and all records relating to Customer Payments including all transaction information, Customer DDRs and payment authorities for a period of at least twenty-four (24) months from the date of the last debit or payment.
    2. If requested by us you must:
      1. Supply your books of account including all financial information in relation to your business including but not limited to annual balance sheets, trading results, end of quarter results and twelve (12) month cash flow projections in a form acceptable to us when requested and within five (5) business days.
      2. Permit to us or our Representatives to inspect your books of account and any records.
    3. If requested by us we reserve the right to audit, review and inspect any aspect of your business in connection to any Customer Payments processed by you through us.
    4. Your obligations to retain records survive the termination of this agreement.
  16. Liability/Warranties/Defective Goods
    1. We may alter the services supplied as part of this agreement including withdrawing any existing services or payment methods without affecting any amounts due and payable.
    2. We are not liable to you for any direct, indirect, consequential, incidental, special or punitive loss or damage arising out of or in connection with this agreement including lost opportunity or profits in any instance including any instance where our service is unavailable or payments are delayed.
    3. We do not warrant that the connection between Us, You and any Payment Scheme will be continuous, uninterrupted or without errors.
    4. Terms implied into this agreement are excluded to the full extent permitted by law.
    5. To the full extent permitted by law, our liability for a breach of an express or implied term of this agreement is limited to supply the services again or repayment of the fees received for the services supplied.
    6. Should you be in breach of this agreement we reserve the right to suspend in full or part your access to our system and terminate your facility without notice.
  17. Privacy, Credit Information and Identification
    1. You authorise us for the purpose of the Privacy Act to enable us to obtain information about you or your customers to:
      1. assess your suitability and credit worthiness from time to time; and
      2. verify you or your customers identity including verification through a document verification service.
    2. You understand and agree that where any Customer information is supplied to us for any reason you have obtained and sought sufficient consent from the Customer and have obtained any such consent in line with the Privacy Act.
    3. You consent and agree to us obtaining information from a credit reporting agency, document verification service or other person, company or personal credit information about you or your customers.
    4. You authorise us to pass on any personal information we deem necessary relating to you or your Customers to any 3rd party we choose to assist in the supply of any services including software partners, integrators, Payment Schemes, subcontractors, monitoring services or in relation to any enforcement of our rights under this agreement.
    5. You authorise us to contact you and your customers directly to verify any information supplied to us relating to a customer payment, customer DDR, investigation or otherwise connected with the use of our service.
    6. You authorise us to report a delinquent account to a credit reporting agency should payment remain outstanding for more than sixty (60) days.
    7. You indemnify us and agree to keep us indemnified from and against any claims or actions arising in any way out of or in connection with us requesting, giving or receiving of financial and credit information concerning you.
    8. You agree to us contacting you and or your customers by email, telephone, sms, mail or by other means for the purpose of communicating important information about your account or for verification purposes. You also agree that should you request us to initiate any type of payment request against a customer that you have obtained valid consent from the customer for us this communication with them.
  18. Trustees
    1. If you are a trustee of a trust You warrant:
      1. the trust is validly formed and any relevant trust document is valid and complies with all applicable laws;
      2. any copy of the trust document you have given us is a true and complete copy and discloses everything about the trust;
      3. you are properly appointed as sole trustee of the trust and there have previously been no other trustees of the trust, unless otherwise disclosed to us in writing;
      4. you have always fully complied with the terms of the trust and your duties and powers and no one has said that you have not done so;
      5. you have full right of indemnity from the trust assets in respect of the Agreement;
      6. you have properly signed this Agreement under the terms of the trust and in accordance with your duties and powers as trustee, or if there is any doubt and all beneficiaries have full legal capacity, you have obtained their consent;
      7. the Agreement and the Transactions entered into under it are for proper trust purposes;
      8. you have done everything required under the trust document to enter into the Agreement and the Transactions it contemplates;
      9. none of the trust assets have been resettled or set aside and the trust has not terminated nor has any event for the vesting of the assets occurred.
    2. You must also do the following:
      1. comply with the terms of the trust and its duties as trustee of the trust;
      2. use all equipment and carry out all Transactions in accordance with the Agreement exclusively for proper trust purposes;
      3. not do anything which may result in the loss of our right of indemnity from the trust assets or the termination of the trust;
      4. you will remain sole trustee of the trust (with anyone else who signs the application form as trustee);
      5. if, despite the above, you are replaced or joined as trustee, you will make sure the new trustee becomes bound to our satisfaction by the Agreement or a document and arrangement of identical effect;
      6. you will not re-settle, set aside or distribute any of the assets of the trust without our consent unless compelled to do so by the current terms of the trust document.
  19. Intellectual Property
    1. We have exclusive ownership of all intellectual property (including patents, designs, copyright, trademarks, trade secrets, symbols, logos, know-how, methods, drawings, specifications, inventions, improvements, trade information, price lists, reports, processes and graphics), their trademarks and the goodwill attached to such intellectual property as owned by us;
    2. You have no rights or interest in our intellectual property other than for the purposes of use as contemplated by this agreement, and subject to the conditions prescribed under the Copyright Act 1968 (Cth) and similar legislation which applies and you must obtain our written approval before using any such intellectual property in any way.
  20. Advertising
    1. You must ensure that you do not use any advertising or promotional material or promote the availability of any facility if such material has not been previously approved by us.
    2. You should seek our express written permission prior to the production and publication of any advertising, documents or other material containing any description of or any reference whatsoever to us, our Payment Schemes, our Products, name or trademarks.
  21. Indemnity – You agree to:
    1. Indemnify us for all losses, expenses, fines and penalties (including any fines or penalties levied by any Payment Scheme), costs (including legal costs) and enforcement expenses that we may suffer arising directly or indirectly through the provisions of or ongoing supply of payment services to you including any amount reasonably incurred by the use of our staff or facilities in the event of a breach of this agreement.
    2. Each indemnity given under this Agreement is a continuing obligation that succeeds the termination of this Agreement.
  22. Consumer Credit Code – You declare and warrant that the credit to be provided is to be applied wholly or predominantly for business purposes and not for personal, domestic or household purposes.
  23. Jurisdiction – This agreement shall be deemed to have been made in Queensland, and shall be interpreted in accordance with the laws of Queensland, Australia and you agree to submit to the jurisdiction of the Courts of Queensland at Brisbane to determine any dispute or matter arising out of this agreement.
  24. Whole Agreement
    1. These terms and conditions together with the application embody the whole agreement between the parties and all previous dealings, representations and arrangements are hereby excluded and cancelled.
    2. You agree and acknowledge that you have not entered into this agreement in reliance on any representation or warranty expressly or impliedly given or made by us.
  25. Severance and Waiver – If any part of this agreement is found to be void, unlawful or unenforceable, then that part may be severed from the agreement and the severed part will not affect the validity and enforceability of any remaining provisions of the agreement. Any waiver of our rights under this agreement must be in writing and signed by our authorised representative.
  26. Right to amend terms and conditions
    1. We reserve the right to amend these terms and conditions by giving you notice of the amended terms and conditions to your address or email as specified on the face of the application or as notified by you from time to time. You are deemed to accept any amended terms and conditions unless you notify us in writing within seven (7) days of your objection to the proposed amendment to the terms and conditions.
    2. Advanced notice may not be given in some instances when a change is necessary by an immediate need to restore or maintain the security of our systems or where you cannot be reasonably contacted.
  27. Force Majeure
    1. The parties will not be liable for any loss or damage (whether direct or indirect) nor be in default under the Agreement for failure or delay to observe or perform any provision of the Agreement, for any reason or cause of whatever nature which could not, with reasonable diligence, be controlled or prevented by the parties including, without limitation, acts of God, acts of nature, acts of governments or their agencies, fire, flood, storm, riots, power shortages or power failures, strikes, lockouts, labour disputes, sudden and unexpected system failure or disruption by war, sabotage or inability to obtain sufficient labour, raw materials, fuel or utilities.
    2. This clause does not apply in relation to your obligation to pay us under the Agreement.
  28. Xero Integration
    1. For the purpose of integrating your account with Xero, you agree to:
      1. Us sharing details with Xero, information about your Company, your users, your customers, your payments and your invoices in addition to any other data that we need to share with Xero for the purpose of integration;
      2. Xero sharing details with Us, information about your Company, your users, your customers, your payments and your invoices in addition to any other data that Xero needs to share with Us for the purpose of integration;
      3. Us managing the application of Credit Invoices to Invoices;
      4. Us creating and updating invoice items required by the sharing of invoices.
    2. This authority can be revoked at any time by disconnecting your account from your Xero organisation. This will:
      1. Prevent any future sharing of information between your account and Xero;
      2. Not alter or remove any information has already been shared.
    3. You agree that any information in your Xero account that is to be shared with us has been obtained and you have consent to use and share with Us in accordance with the Privacy Act.