BIZpaye Australia

MEMBERSHIP, SOFTWARE & MARKETPLACE TERMS AND CONDITIONS

1. Parties and acceptance

1.1 Issuing Entity and Contracting Structure

These Terms and Conditions are issued by BIZPAYE BARTER EXCHANGE PTY LTD (ABN 33 678 792 188) (“Master Licensee”).

In Australia, access to and participation in the Exchange is provided by BIZSPOT CREDITS PTY LTD (ABN 29 666 791 199) trading as BIZPAYE AUSTRALIA (“Sub-Licensee”).

The Sub-Licensee is required under its licence arrangements to incorporate these Terms into its membership agreements and to ensure that Members agree to be bound by them.

The Member’s contractual relationship is solely with the Sub-Licensee. The Master Licensee is not a contracting party with the Member.

1.2 Allocation of Responsibility

(a) The Sub-Licensee administers the Exchange in Australia in its own capacity.

(b) The Master Licensee does not provide services directly to Members.

(c) Except in its limited capacity as trustee of the Debt Reserve Fund (DRF), the Master Licensee assumes no liability to Members arising from operation of the Exchange.

(d) To the maximum extent permitted by law, Members agree not to bring any claim against the Master Licensee in connection with participation in the Exchange.

1.3 Acceptance
You accept and agree to be bound by these Terms by clicking “Accept”, registering an account, or accessing/using any part of the Bizpaye Australia Platform.

1.4 Authority and eligibility
You warrant that:
(a) you are at least 18 years old; and
(b) if you accept on behalf of a business/entity, you have authority to bind that business/entity.

1.5 Mandatory Australian laws
Nothing in these Terms excludes, restricts or modifies any non-excludable rights or remedies you may have under the Australian Consumer Law (ACL) or other mandatory Australian laws.

2. Definitions and interpretation

2.1 Definitions

· Account means your membership account on the Bizpaye Australia Platform.

· Authorised User means your employees or contractors you permit to access the Platform through your Account.

· Bizpaye Australia Platform means Bizpaye Australia’s websites, portals, applications, dashboards, transaction tools and marketplace interfaces made available to Members.

· Listing means any advertisement, offer, quote, promotion or other communication by a Member to supply goods or services through or by reference to the Bizpaye Australia Platform.

· Marketplace means any Bizpaye Australia-operated venue within the Bizpaye Australia Platform that facilitates Listings and member-to-member transactions.

· Rules/RTP means the Bizpaye Australia Rules of the Trading Program (issued separately).

· Software means the proprietary software and interfaces made available to operate or access the Bizpaye Australia Platform (including updates and upgrades), excluding Third Party Products/Services.

· Third Party Products/Services means any products or services not owned or controlled by Bizpaye Australia, including internet, hosting, telecommunications, payment services, or third party software.

2.2. Interpretation
Headings are for convenience only and do not affect interpretation.

2.3 Exchange and Platform Distinction

(a) The Exchange is the barter clearing and Trade Credit system administered by Bizpaye Australia.

(b) The Platform is the software and technological infrastructure used to access the Exchange.

(c) References to the Platform include access tools, interfaces and transaction systems.

(d) References to the Exchange include the central ledger, clearing system and Trade Credit administration.

3. Membership and account

3.1 Grant of membership
Subject to these Terms, Bizpaye Australia grants you membership access to the Bizpaye Australia Platform.

3.2 Account registration
You must provide complete, accurate and current information and keep it updated.

3.3 Account security
You are responsible for safeguarding login credentials and all activity occurring through your Account, including activity by Authorised Users.

3.4 No guarantee of performance
Bizpaye Australia does not guarantee:
(a) any trading volume, demand, or availability of counterparties;
(b) any profitability; or
(c) uninterrupted Platform availability.

4. Rules of the Trading Program

4.1 Separate document
The Rules/RTP govern the trading mechanics, transaction processing rules, account status rules and related trading administration. The Rules/RTP are issued as a separate document.

4.2 Incorporation by reference
To the extent permitted by Australian law, you agree that the Rules/RTP are incorporated by reference and form part of the agreement between you and Bizpaye Australia for operation of the trading program.

4.3 If inconsistency
If these Terms conflict with the Rules/RTP:
(a) for platform, software, membership, privacy, liability and dispute administration, these Terms prevail; and
(b) for trading mechanics and transaction administration, the Rules/RTP prevail, subject always to clause 1.4.

No Member has authority to represent, bind, or create obligations on behalf of the Exchange, the Platform, the Sub Licensee, or any related entity unless expressly authorised in writing

5. Cooling-off

5.1 Seven-day review
You have 7 days from acceptance to review these Terms and notify Bizpaye Australia in writing if you wish to cancel membership.

5.2 Effect of cancellation
Cancellation is subject to:
(a) any outstanding fees incurred up to cancellation; and
(b) handling of any completed transactions in accordance with the Rules/RTP and mandatory Australian law.

5.3 Deed and Guarantee Alignment

(a) If the Member is required to execute a Membership Deed and/or Guarantee Deed as part of onboarding, that deed forms part of the contractual framework governing participation in the Bizpaye Australia Platform.

(b) Any cooling-off rights provided under clause 5 apply equally to:

(i) the Membership Deed;

(ii) any Guarantee executed in connection with membership; and

(iii) any Incorporated Documents.

(c) If the Member validly cancels within the cooling-off period:

(i) the Membership Deed is terminated;

(ii) any Guarantee is automatically released;

(iii) the parties are restored to their pre-contractual position, subject to mandatory law and any completed transactions.

(d) Nothing in the Membership Deed or Guarantee limits or excludes the cooling-off rights under this clause.

6. Fees and taxes

6.1 Fees
You agree to pay fees and charges associated with membership, transactions, services, and any administration in the amounts and manner notified by Bizpaye Australia or set out in the Rules/RTP.

6.2 Taxes (Australia)
Unless stated otherwise, fees may be subject to GST.

6.3 Overdue amounts
Bizpaye Australia may charge overdue fees and/or restrict access if you fail to pay amounts due, as permitted by Australian law and described in the Rules/RTP or any applicable fee notice. You must pay all reasonable costs (including legal costs on a full indemnity basis and debt recovery fees) incurred by Bizpaye Australia in recovering overdue amounts.

6.4 Security Interest and PPSA

(a) You grant Bizpaye Australia a security interest (within the meaning of the Personal Property Securities Act 2009 (Cth) (PPSA)) in:
(i) any monetary amounts payable by you under these Terms (excluding Trade Credits, which are contractual ledger entries only );
(ii) any goods supplied by you but not yet paid for in full; and
(iii) any present and after-acquired property necessary to secure amounts owing under these Terms.

(b) You consent to Bizpaye Australia registering any security interest on the PPSR.

(c) To the extent permitted by law, you waive rights under sections 95, 118, 121(4), 130, 132(3)(d), and 143 of the PPSA.

(d) You must do all things reasonably required to perfect or enforce that security interest.

6.5 Set-Off

Bizpaye Australia may, at any time and without notice, set off any amount you owe to Bizpaye Australia against any Trade Credits, fees, rebates, or other amounts otherwise payable to you, whether or not those amounts are then due.

7. Listings, offers, and member-to-member contracts

7.1 Irrevocable offer by Seller
When a Seller publishes a Listing or otherwise offers goods/services through the Bizpaye Australia Platform in exchange for Trade Credits (in whole or part), the Seller makes an offer on the stated terms.

7.2 Irrevocable acceptance by Buyer
When a Buyer confirms, authorises or completes a purchase through the Bizpaye Australia Platform, the Buyer accepts the Seller’s offer and a binding contract forms between Buyer and Seller.

7.3 Contract between Members only
Except where Bizpaye Australia is expressly identified in writing as a contracting party, contracts are formed only between Members. Bizpaye Australia is not a party to those contracts.

7.4 No unilateral cancellation
Except where required by Australian law (including ACL) or allowed under the Rules/RTP, neither Buyer nor Seller may unilaterally cancel after acceptance.

7.5 Due diligence
Members are responsible for their own due diligence and compliance obligations when trading.

7.6 Transaction Corrections

Bizpaye Australia may reverse, amend, cancel or adjust any transaction entry where it reasonably believes:

(a) an error has occurred;
(b) fraud, misuse or breach has occurred;
(c) a transaction was unauthorised; or
(d) correction is required to protect system integrity,

subject to mandatory Australian law.

8. Delivery, fulfilment, and transaction conduct (Marketplace)

8.1 Delivery obligation
Where a Seller lists goods/services, the Seller must supply in accordance with the Listing terms and any Marketplace requirements.

8.2 Packaging and reasonable standards
Sellers must package physical goods in a manner reasonably appropriate to protect them during transit.

8.3 Insurance
Unless otherwise agreed between Buyer and Seller in writing, the Buyer is responsible for arranging insurance for goods in transit. Bizpaye Australia does not arrange insurance.

8.4 Shipping limits
If a Buyer is outside a Seller’s stated shipping limits and no alternative arrangement is agreed in writing, the Seller is not obliged to ship beyond those limits.

(Operational timeframes, reversals/freezes, and detailed delivery processes are to be set out in the separate Rules/RTP.)

9. Trade Credits – nature and limitations

9.1 Accounting unit only
Trade Credits are a contractual accounting unit used within the Bizpaye Australia trading program to record the value of member-to-member transactions.

9.2 Not money; not redeemable
Trade Credits are not money or legal tender and are not redeemable for cash.

9.3 No guaranteed liquidity or value outside program
Trade Credits have no guaranteed value outside the Bizpaye Australia program.

9.4 No trust/custody
Trade Credits are not held on trust, deposit or custodial basis for Members.

9.5 Adjustments and account actions
Bizpaye Australia may suspend, freeze or adjust Trade Credit entries and/or account access to protect integrity of the Platform, to address suspected fraud, misuse, error, or breach, subject to mandatory Australian law and the Rules/RTP.

9.6 Dormant Accounts
(a) Your Account may be treated as dormant if there is no activity for a continuous period notified by Bizpaye Australia in the Rules.
(b) If an Account is dormant, Bizpaye Australia may (subject to mandatory Australian law and the Rules/RTP):
(i) charge a reasonable administration fee notified to you in advance; and/or
(ii) suspend access and require re-verification of information; and/or
(iii) take reasonable administrative steps in relation to unused Trade Credits (including suspension or expiry), after giving reasonable notice to your registered email address.
(c) Nothing in this clause limits any non-excludable rights you have under the ACL or other mandatory law.

9.7 No Financial Product or Banking Service

(a) You acknowledge and agree that:
(i) participation in the Bizpaye Australia trading program does not constitute a financial product, financial service, managed investment scheme, non-cash payment facility, or deposit product under the Corporations Act 2001 (Cth);
(ii) Bizpaye Australia is not an authorised deposit-taking institution (ADI);
(iii) Trade Credits are not deposits, stored value, e-money, securities or financial products.

(b) Nothing in these Terms constitutes the provision of financial advice.

9.8 DRF Trustee Capacity

The Master Licensee acts as trustee of the Debt Reserve Fund under a separate Trust Deed.

The trustee role is limited to holding and applying DRF assets in accordance with that Trust Deed.

The trustee does not contract with Members in relation to trading activity.

10. Taxation and compliance responsibility

10.1 Member responsibility
You are solely responsible for determining and meeting your tax and reporting obligations arising from your participation, including GST and income tax.

10.2 No advice
Bizpaye Australia does not provide legal, tax or accounting advice.

11. Privacy, credit reporting and communications

11.1 Privacy law
Bizpaye Australia handles personal information in accordance with the Privacy Act 1988 (Cth) and its privacy policy.

11.2 Collection and use
You consent to Bizpaye Australia collecting, using and disclosing personal information for:
(a) membership and account administration;
(b) providing Platform services and support;
(c) processing transactions;
(d) fraud prevention, security and compliance;
(e) billing and collections; and
(f) communications and marketing (subject to opt-out rights).

11.3 Overseas disclosure
You consent to overseas disclosure/storage where reasonably necessary to provide services, noting overseas recipients may not be subject to Australian privacy law.

11.4 Credit checks
Where permitted by law, you consent to Bizpaye Australia obtaining and exchanging credit-related information for assessing membership, managing risk, and recovering overdue amounts.

11.5 Direct marketing
You may opt out of marketing communications at any time using unsubscribe functionality or written notice.

12. Software licence

12.1 Licence grant
Bizpaye Australia grants you a revocable, non-exclusive, non-transferable licence to access and use the Software and Bizpaye Australia Platform for your internal business purposes, subject to these Terms. No Member acquires any right, title or interest in the Platform or Software beyond the limited licence granted under these Terms.

12.2 No sale
The Software is licensed, not sold. All rights not expressly granted are reserved.

12.3 Updates
Bizpaye Australia may make updates available and may deploy updates to maintain security, integrity and functionality, subject to mandatory law.

12.4 Restrictions
You must not (and must not allow others to):
(a) copy, modify, create derivative works from, or distribute the Software except as permitted by law;
(b) reverse engineer, decompile or disassemble the Software except to the extent permitted by the Copyright Act 1968 (Cth) or other non-excludable rights;
(c) rent, lease, sell, sublicense, or transfer the Software;
(d) use the Platform to send spam or engage in unlawful conduct;
(e) interfere with or disrupt the Platform or its security; or

(f) use any robot, spider, scraper, data mining tool, indexing tool, metatagging technique, mirroring technology, automated extraction process, or similar mechanism to access, copy, monitor or reproduce any part of the Platform or underlying databases, except as expressly permitted by law.

12.5 Third party services
You are responsible for procuring and complying with any third party services required to access the Platform (internet, devices, etc.). Bizpaye Australia is not responsible for third party outages.

12.6 Usage Limits and Retention

Bizpaye Australia may impose reasonable usage limits, storage quotas, message limits, or retention policies for Listings, communications, data and transaction history.

Bizpaye Australia is not liable for deletion or failure to store content beyond applicable retention periods.

13. Intellectual property

13.1 Ownership
All intellectual property rights in the Software and Bizpaye Australia Platform (including trademarks, database rights, content and systems) remain with Bizpaye Australia and/or its licensors.

13.2 Your content
You are responsible for the legality and accuracy of your Listings and any content you submit. You grant Bizpaye Australia a licence to host, display and make your content available as required to operate the Marketplace and Platform.

13.3 Licensors and platform rights
(a) The Bizpaye Australia Platform and Software may be owned by, or licensed from, third parties (including related entities and licensors).
(b) You acknowledge that Bizpaye Australia’s ability to provide access to the Platform may depend on rights granted to Bizpaye Australia by those licensors.

13.4 Database and system integrity
(a) All right, title and interest in and to the Platform, Software, and any underlying databases, systems, records and architecture (including compilation rights and database rights) remain with Bizpaye Australia and/or its licensors.
(b) You must not access, extract, scrape, copy, reproduce or re-use any material portion of the Platform or any database except as expressly permitted by these Terms or by law.

13.5 Linking and Framing Restrictions

(a) You must not link to the Bizpaye Australia Platform, website or any associated domain without prior written consent from Bizpaye Australia.

(b) You must not:

(i) frame, mirror or otherwise replicate the appearance or functionality of the Platform;

(ii) create deep links that bypass the homepage or access controls;

(iii) use Bizpaye Australia’s name, trademarks, branding or logos in any hyperlink without express written permission; or

(iv) represent or imply any endorsement, sponsorship or affiliation by Bizpaye Australia unless expressly authorised in writing.

(c) The existence of any hyperlink to or from the Platform does not constitute endorsement, approval or association with any third party.

13.6 Reviews and Member Content

(a) If the Platform permits reviews, ratings, feedback or comments, you warrant that any content you submit:
   (i) is true, accurate and based on genuine transactional experience;
   (ii) is not misleading, deceptive, defamatory or unlawful;
   (iii) does not infringe intellectual property or privacy rights.

(b) Bizpaye Australia may, at its discretion:
   (i) moderate, edit, remove or refuse to publish any review or feedback;
   (ii) contact the reviewer to verify authenticity;
   (iii) request supporting information regarding the relevant Transaction;
   (iv) share limited contact details with the counterparty solely for verification or dispute resolution purposes.

(c) You grant Bizpaye Australia a perpetual, irrevocable, royalty-free, transferable and sublicensable licence to use, reproduce, adapt, publish, translate and display reviews or feedback for Platform operation, marketing and promotional purposes.

(d) Bizpaye Australia is under no obligation to pre-screen reviews or feedback but may take integrity actions under clause 15 where content breaches these Terms.

(e) Reviews do not constitute endorsement by Bizpaye Australia.

14. Platform role and member-to-member risk allocation

14.1 Venue only
Bizpaye Australia operates the Exchange through the Platform as a venue and clearing system enabling Members to transact with each other.

14.2 No responsibility for goods/services
To the maximum extent permitted by law, Bizpaye Australia is not responsible for:
(a) the quality, safety, legality, or suitability of goods/services supplied by Members;
(b) the accuracy of Listings; or
(c) performance of member-to-member contracts.

14.3 No agency
Bizpaye Australia is not your agent, partner, trustee or fiduciary in relation to member-to-member transactions.

14.4 No joinder in Member disputes
To the maximum extent permitted by law, if a dispute arises between you and another Member (or any third party) in connection with any Listing, goods/services, delivery, representations, or any member-to-member transaction, you agree that the dispute is between the relevant parties only and you must not name or join Bizpaye Australia (or its officers, employees, contractors or related entities) as a party to any proceedings, except to the extent required by law.

14.5 Indemnity for breach of clause 14.4
You indemnify Bizpaye Australia against any losses, costs and expenses (including reasonable legal costs) incurred as a result of you breaching clause 14.4, except to the extent caused by Bizpaye Australia’s fraud or negligence or to the extent the indemnity is prohibited by law.

14.6 Trade Brokers

(a) Any trade broker, account manager or representative acts solely as a facilitator.
(b) They do not have authority to bind Bizpaye Australia or vary these Terms.
(c) Bizpaye Australia is not liable for representations made by a broker unless confirmed in writing by an authorised officer.

15. Suspensions, restrictions and integrity actions

15.1 Access controls
Bizpaye Australia may suspend, restrict, or modify access to the Platform or features where it reasonably suspects:
(a) breach of these Terms or the Rules/RTP;
(b) fraud, misuse, deceptive conduct, or suspicious activity;
(c) compromised credentials or security risk; or
(d) it is required by law or a regulator.

15.2 Regulatory Recharacterization

If any regulator, court or authority determines that the Trading Program constitutes a financial product, managed investment scheme, payment facility or other regulated activity, the Exchange and/or Manager may amend, suspend or restructure the program to ensure compliance without liability for resulting changes.

15.3 Effect
Suspension does not necessarily terminate membership. Your payment obligations continue for amounts properly due.

15.4 Good faith
Bizpaye Australia will act in good faith and, where practicable and lawful, provide notice and information about steps to restore access.

15.5 Content Monitoring and Preservation

(a) Bizpaye Australia has no obligation to pre-screen, monitor or approve Listings, reviews or member content.

(b) Bizpaye Australia may remove, disable access to, preserve, or retain content where it reasonably considers it necessary to:
   (i) enforce these Terms;
   (ii) investigate complaints or suspected breaches;
   (iii) comply with law or regulatory requests;
   (iv) protect the integrity or security of the Platform.

16. Prohibited activities

16.1 Unlawful use
You must not use the Platform for illegal goods/services, fraud, money laundering, terrorism financing, or any activity prohibited by Australian law.

16.2 Reporting
Bizpaye Australia may report suspected unlawful conduct to law enforcement or regulators where required or permitted by law.

16.3 Sanctions and AML/CTF compliance
You represent and warrant that you are not subject to sanctions imposed by Australia, the United Nations, the United States, the United Kingdom, the European Union, or any other relevant authority, and you are not owned or controlled by a sanctioned person.

16.4 Immediate action
Bizpaye Australia may immediately suspend or restrict access where it reasonably suspects a breach of this clause 16 or any applicable AML/CTF or sanctions law.

16.5 Reporting
Bizpaye Australia may report suspected unlawful conduct, sanctions issues or AML/CTF concerns to law enforcement, regulators or financial institutions where required or permitted by law.

16.6 No obligation to disclose
To the maximum extent permitted by law, Bizpaye Australia is not required to disclose details of any investigation or the basis for any action taken under clause 16.

16.7 Member Warranties

You represent and warrant that:

(a) you hold all licences required to supply your goods/services;
(b) your goods/services comply with Australian Consumer Law (ACL);
(c) your Listings are not misleading or deceptive;
(d) you are solvent and not subject to insolvency proceedings;
(e) participation does not breach any other agreement binding you.

17. Disclaimers and consumer guarantees

17.1 Consumer guarantees preserved
If the ACL applies to you, Bizpaye Australia’s goods/services come with guarantees that cannot be excluded.

17.2 Platform provided “as is”
To the maximum extent permitted by law and subject to clause 17.1, Bizpaye Australia does not warrant uninterrupted or error-free operation of the Platform and is not responsible for third party services.

17.3 Security and Malware Disclaimer
While Bizpaye Australia implements reasonable security safeguards, we do not warrant that the Platform, servers or communications will be free from viruses, malware, malicious code or other harmful components.

You are responsible for implementing appropriate security measures on your own systems.

17.4 Technology and System Risk

The Member acknowledges that access to the Exchange through the Platform may be interrupted, delayed, or unavailable due to maintenance, upgrades, cyber incidents, third-party outages, or force majeure events.

Temporary interruption does not constitute breach provided reasonable steps are taken to restore service.

17.5 System Availability

Bizpaye Australia does not warrant uninterrupted or error-free operation of the Platform.

Temporary outages, maintenance periods, upgrades, cyber incidents, or third-party infrastructure failures do not constitute breach of this Agreement.

18. Limitation of liability

18.1 Non-excludable rights
Nothing in these Terms limits liability where liability cannot be limited under the ACL or other mandatory Australian laws.

18.2 Exclusion of consequential loss
To the maximum extent permitted by law, Bizpaye Australia is not liable for indirect or consequential loss (including loss of profit, revenue, business, goodwill, data), arising from use of the Platform or member-to-member transactions.

18.3 Liability cap
To the extent permitted by law, Bizpaye Australia’s aggregate liability to you for claims arising out of or in connection with these Terms is limited to the total fees you paid to Bizpaye Australia in the 12 months immediately preceding the event giving rise to the claim.

18.4 Member-to-member transactions
Bizpaye Australia is not liable for any loss arising from contracts between Members, except to the extent directly caused by Bizpaye Australia’s fraud or wilful misconduct or where Australian law requires otherwise.

19. Indemnity (Member)

19.1 Your indemnity
To the maximum extent permitted by law, you indemnify Bizpaye Australia and its Licensors , officers, employees and contractors against losses, liabilities, costs and expenses arising from:
(a) your breach of these Terms;
(b) your Listings/content, including misleading or deceptive conduct;
(c) your goods/services, including safety and compliance issues;
(d) disputes with other Members; and
(e) infringement of third party intellectual property by your goods/services or content,
except to the extent the loss is caused by Bizpaye Australia’s fraud or negligence.

20. Term, termination and effect

20.1 Term
These Terms commence on acceptance and continue until terminated.

20.2 Termination for breach

The Exchange and/or Manager may immediately terminate membership if required to comply with AML/CTF, sanctions or other regulatory obligation.

Bizpaye Australia may terminate or suspend your access immediately if you materially breach these Terms.

20.3 Effect of termination
On termination, you must stop using the Platform and Software. Any outstanding fees remain payable.

20.4 Survival
Clauses intended to survive (including privacy, liability, indemnities, IP, and dispute clauses) survive termination.

20.5 Cessation, restructuring or insolvency risk
(a) You acknowledge that participation in the Bizpaye Australia program does not guarantee continuity of operation of the Platform, Marketplace, or any program feature.
(b) To the maximum extent permitted by law, if Bizpaye Australia (or any entity involved in operating the Platform) is restructured, enters administration, is wound up, or ceases operation, then:
(i) Trade Credits remain a contractual accounting unit only and do not constitute money, deposits or property;
(ii) you may not be entitled to any refund, repayment, or compensation for unused Trade Credits; and
(iii) Bizpaye Australia may suspend, cancel or extinguish Trade Credits and/or close Accounts, subject to mandatory law.
(c) Nothing in this clause limits any rights you have under mandatory Australian law that cannot be excluded.

20.6 Platform Migration or Replacement

The Exchange may migrate, replace or upgrade the Platform technology provider. Members consent to transfer of account data for continuity of service subject to privacy safeguards.

21.Dispute Resolution

(a) A party claiming a dispute must give written notice describing the dispute.
(b) Senior representatives must attempt to resolve the dispute in good faith within 21 days.
(c) If unresolved, the dispute must be referred to mediation administered by the Resolution Institute (Australia) before court proceedings are commenced.
(d) Nothing prevents urgent injunctive relief being sought by any party.

22. Notices

Notices may be sent electronically to the email address associated with your Account and will be deemed received when sent, unless you prove otherwise.

23. Force majeure
Bizpaye Australia is not liable for delay or failure to perform due to events beyond its reasonable control. This does not excuse payment obligations that are properly due.

24. Changes to these Terms

24.1 Variation
Bizpaye Australia may vary these Terms prospectively where reasonably necessary to:
(a) comply with law;
(b) manage risk or security;
(c) correct errors;
(d) improve Platform functionality; or
(e) reflect changes in services or business operations.

24.2 Notice of material changes
Where a change materially affects rights/obligations, Bizpaye Australia will use reasonable endeavours to provide at least 30 days’ notice, unless urgent change is required to address a material and immediate risk.

24.3 Acceptance of changes
Continued use of the Platform after the effective date constitutes acceptance. If you do not agree, you must stop using the Platform and may request account closure.

25. Assignment, delegation and subcontracting
(a) Bizpaye Australia may assign, transfer, novate, delegate or subcontract any of its rights or obligations under these Terms (including operation, support, compliance, hosting, and administration functions) to any related entity, service provider, contractor, or successor, subject to mandatory law.
(b) Your obligations under these Terms continue notwithstanding any assignment, delegation or subcontracting by Bizpaye Australia.

26. Governing law and jurisdiction
These Terms are governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that place.

27. Severability
If any provision of these Terms is invalid or unenforceable, the remaining provisions continue in full force, to the extent permitted by law.

28. Third party beneficiaries
Bizpaye Australia’s related entities, licensors, service providers and contractors may enforce clauses relating to intellectual property, disclaimers, limitation of liability, indemnities and prohibited conduct as third-party beneficiaries.

RULES OF THE TRADING PROGRAM

PART 1 — STATUS, INTERPRETATION AND INCORPORATION

1.1 Binding Nature

These Rules of the Trading Program are issued by BIZPAYE BARTER EXCHANGE PTY LTD (ABN 33 678 792 188) as Master Licensee of the Exchange framework.

In Australia, these Rules are incorporated into membership agreements by BIZSPOT CREDITS PTY LTD trading as BIZPAYE AUSTRALIA (ABN 29 666 791 199) (“Sub-Licensee”), which administers the Exchange locally (“Bizpaye Australia”, “we”, “us”).

The Sub-Licensee is required to ensure that Members agree to be bound by these Rules as a condition of participation.

Members contract solely with the Sub-Licensee in their jurisdiction.

The Master Licensee is not a party to Member trading contracts and does not assume responsibility for operational administration of Accounts.

The Master Licensee’s role is limited to acting as trustee of the Debt Reserve Fund (DRF).

1.2 Incorporation into Membership Agreement

These Rules:

(a) form part of each Member’s agreement with Bizpaye Australia, including the Membership, Software & Marketplace Terms and Conditions (“Membership Terms”);
(b) are binding on all Members upon account activation, continued membership, or participation in any Transaction;
(c) operate as a separate but integrated contractual instrument.

1.3 Order of Precedence

In the event of any inconsistency between:

(a) these Rules;
(b) any Membership Agreement, Software Terms, Marketplace Terms, Manager Agreement or related contractual document; and
(c) any mandatory applicable law,

the following order of precedence applies:

(i) mandatory applicable law prevails to the extent of inconsistency;
(ii) these Rules prevail in relation to trading mechanics, Trade Account administration, Trade Credit recording, enforcement, reversals, set-off and insolvency matters;
(iii) any separate Membership or Software Terms prevail in relation to platform governance, Platform access, software, privacy, intellectual property and general operational matters.

1.4 No Right to Continued Participation

Participation in the Exchange does not create any proprietary right, entitlement to continued access, guaranteed liquidity, or entitlement to transaction approval.

No Member has authority to represent, bind, or create obligations on behalf of the Exchange, the Platform, the sub Licensee, or any related entity unless expressly authorised in writing

PART 2 — DEFINITIONS

For the purposes of these Rules:

· Account means a Member ledger account maintained by Bizpaye Australia.

· Buyer means a Member acquiring goods or services using Trade Credits (in whole or part).

· Seller means a Member supplying goods or services in exchange for Trade Credits (in whole or part).

· Listing means an offer published or communicated referencing Trade Credit payment.

· Transaction means a completed debit and corresponding credit recorded in the central ledger.

· Transaction Date means the date the Trade Credit entry is processed.

· Trade Credits means the internal contractual accounting unit used within the Exchange.

· Dormant Account means an Account with no recorded transaction activity for 12 consecutive months.

· Exchange means the barter clearing system operated by Bizpaye Australia, including the central ledger and Trade Credit administration.

· Platform means the software, websites, interfaces and systems used to access the Exchange.

· Real Estate Seller means any Member who lists, markets, offers, transfers or agrees to transfer any interest in real property, including freehold, leasehold, strata title, subdivision lot, development lot, off-the-plan interest, or other registrable or assignable real estate interest through the Exchange, whether or not that Member is a property developer.

· For the avoidance of doubt, a Real Estate Seller includes any Member otherwise described as a “Developer Member” under Part 11.

PART 3 — NATURE OF TRADE CREDITS

3.1 Contractual Ledger Unit Only

Trade Credits are contractual accounting units recorded in a centralised ledger maintained exclusively by Bizpaye Australia.

3.2 Not Money or Financial Product

Trade Credits:

(a) are not legal tender;
(b) are not currency;
(c) are not deposits;
(d) are not redeemable for cash;
(e) are not a stored-value facility;
(f) do not constitute a financial product;
(g) have no guaranteed liquidity or convertibility outside the Exchange.

(h) Trade Credits may fluctuate in utility based on member participation. The Exchange does not guarantee liquidity or redemption value.

3.3 No Financial Services or Recommendation
Nothing in these Rules, or any statement made by Bizpaye Australia in connection with the Exchange, constitutes financial services, financial product advice, or a recommendation to acquire, dispose of, use or rely on Trade Credits

(a) The Parties acknowledge that Trade Credits do not constitute collateral, investment instruments, financial property or any other property capable of forming a security interest under the Personal Property Securities Act 2009 (Cth) (“PPSA”).

(b) To the extent the PPSA applies, each Member:

(i) waives any right to register or claim a security interest over Trade Credits;

(ii) agrees that no security interest is granted, created or arises in its favour in respect of Trade Credits; and

(iii) waives any rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 157 of the PPSA to the extent permitted by law.

3.4 No Withdrawal or Redemption

Members have no right to require redemption, withdrawal, conversion or payment of Trade Credits into cash or any other asset at any time.

3.5 No Proprietary or Trust Interest

Members acknowledge and agree that:

(a) Trade Credits represent contractual ledger entries only;
(b) no proprietary, equitable, beneficial, custodial or trust interest arises in favour of any Member;
(c) participation is unsecured; and
(d) no trust, fiduciary or custodial relationship is created in respect of Trade Credits.

PART 4 — CENTRAL LEDGER AND CLEARING AUTHORITY

4.1 Sole Authoritative Ledger

Bizpaye Australia maintains the sole authoritative ledger of Trade Credits. The ledger record constitutes prima facie evidence of Account status.

4.2 Administrative Authority

Bizpaye Australia may, acting reasonably and proportionately:

(a) delay, review or reject Transactions;
(b) correct manifest errors, duplicate entries, system faults or misallocations;
(c) adjust, offset or reverse entries in accordance with these Rules;
(d) impose credit limits or negative balance controls;
(e) deduct fees automatically in accordance with the fee schedule.

4.2 Regulatory Character

(a) Participation in the Exchange does not constitute participation in an investment scheme, collective investment vehicle, managed fund, banking arrangement or financial product.

(b) The Exchange does not provide financial services, investment advice, financial product advice or recommendations.

(c) Nothing in these Rules constitutes an invitation to invest, lend, deposit, speculate or otherwise treat Trade Credits as a financial instrument.

(d) Members participate solely for commercial barter purposes and at their own risk.

4.3 Clawback and Negative Balances

Bizpaye Australia may debit Accounts to correct errors, recover amounts owing, enforce reversals, or implement offsets. Negative balances may be permitted, restricted or required to be repaid at Bizpaye Australia’s discretion.

4.4 Contractual Netting and Set-Off

Bizpaye Australia may at any time, without notice, set off, net or combine any amounts, Trade Credits, fees or obligations owed between Bizpaye Australia and a Member, whether present or future, actual or contingent, liquidated or unliquidated.

This right operates notwithstanding insolvency, suspension, dispute or termination, to the extent permitted by law.

4.5 Insolvency Protection

The contractual netting and set-off rights under this Part are intended to operate as mutual dealings for the purposes of section 553C of the Corporations Act 2001 (Cth) and survive liquidation, administration, receivership or bankruptcy to the maximum extent permitted by law.

Nothing in these Rules creates a fiduciary, trustee, custodial or advisory relationship between Bizpaye Australia and any Member.

PART 5 — FORMATION OF MEMBER CONTRACTS

5.1 Irrevocable Offer

Publication or communication of a Listing referencing Trade Credits constitutes an irrevocable offer on stated terms.

5.2 Irrevocable Acceptance

Completion, confirmation, authorisation, “Buy Now” selection, or provision of Member credentials constitutes irrevocable acceptance.

5.3 Contracting Parties

A binding contract arises solely between Buyer and Seller. Bizpaye Australia is not a contracting party unless expressly stated in writing.

5.4 No Unilateral Cancellation

Transactions may not be withdrawn or reversed except:

(a) as provided under these Rules; or
(b) where required by mandatory Australian law.

5.5 Exchange Listing Discretion

Bizpaye Australia may remove, suspend, refuse or modify any Listing that it reasonably considers:
(a) misleading or deceptive;
(b) unlawful;
(c) non-compliant with these Rules; or
(d) detrimental to the integrity of the Exchange.

5.6 Real Estate Listing Consent

(a) A Real Estate Seller irrevocably consents to the Exchange publishing, advertising, displaying and promoting the relevant property listing on the Platform, associated websites, marketing materials, digital campaigns and partner channels.

(b) The Real Estate Seller warrants that it has full legal authority to market and offer the property for sale and to grant the above consent.

(c) The Exchange may modify formatting, layout, presentation or promotional placement of the listing for marketing or compliance purposes.

(d) Removal of a listing does not affect any binding Transaction already formed.

PART 6 — TRANSACTION PROCESSING AND FINALITY

6.1 Conditional Settlement

All ledger entries are conditionally settled pending administrative finality.

6.2 Administrative Finality

A Transaction becomes administratively final 45 days after the Transaction Date unless:

(a) a dispute is raised within that period;
(b) fraud is reasonably suspected;
(c) manifest system error is identified.

6.3 Fees and GST

Members are responsible for all GST invoicing, reporting and remittance obligations. Transaction fees apply in accordance with the current fee schedule.

6.4 No Tax, Accounting or Legal Advice
Bizpaye Australia does not provide tax, accounting, legal or regulatory advice. Each Member must obtain independent professional advice regarding its obligations arising from participation in the Exchange.

6.5 Member Responsibility for Taxation and Reporting
Each Member is solely responsible for determining, reporting and paying all taxes, duties, levies and charges arising from its participation in the Exchange (including GST, income tax, withholding tax, VAT/sales tax and customs duties where applicable). The recording of a Transaction in Trade Credits does not determine whether a tax liability arises, the timing of any taxation, or the value of any taxable supply.

6.6 Variation of Fees

Bizpaye Australia may vary its fee schedule on at least 30 days’ written notice. Continued participation constitutes acceptance

PART 7 — DELIVERY AND PERFORMANCE OBLIGATIONS

7.1 Seller Delivery Method Selection

Seller must nominate one or more of:

(a) Digital Delivery
(b) Buyer Collection
(c) Trackable Delivery – Seller Pays
(d) Trackable Delivery – Buyer Pays

Seller is contractually bound by the selected method.

7.2 Buyer Options Outside Shipping Limits
Where the Buyer is outside the Seller’s stated shipping limits, the Buyer may (with the Seller’s consent):
(a) nominate the Buyer’s own courier or freight service and bear all associated costs; or
(b) arrange Buyer collection in accordance with clause 7.1.

7.3 No Obligation to Accept Alternative Arrangements
The Seller is not required to accept any alternative arrangement unless expressly agreed in writing.

7.4 Digital Delivery

(a) Seller must:

· Delivery within 7 days of receiving Buyer details;

· Ensure download access remains available for at least 10 days;

· Retain proof of delivery attempts for 3 months;

· Make two additional attempts within 3 days if notified of failure.

(b) Buyer must provide accurate contact details within 7 days.

(c) Failure to produce required evidence may result in administrative review and potential reversal.

7.5 Buyer Collection

Seller must within 7 days provide:

· Collection address;

· Available days/times (minimum 4 consecutive hours on 4 days per week);

· Identification requirements.

Collection window:

· 10 days (domestic);

· 14 days (cross-border).

Seller must retain written proof of collection for 3 months.

7.6 Trackable Delivery – Seller Pays

Seller must:

· Dispatch within 10 days (domestic) or 14 days (international);

· Retain courier tracking records for 3 months.

7.7 Trackable Delivery – Buyer Pays

· Buyer must arrange courier within 7 days and complete payment within 7 days of receiving required information. Seller must dispatch within prescribed timeframes and retain dispatch documentation.

· Seller must retain dispatch documentation and any tracking information for at least three (3) months after dispatch.

7.6 Packaging and Risk

Seller must package goods to reasonable commercial standards. Unless otherwise agreed in writing:

(a) Buyer bears insurance risk;
(b) Bizpaye Australia does not arrange insurance.

7.7 Shipping Limits

If Buyer is outside Seller’s stated shipping limits and no prior written agreement exists:

(a) Seller is not obliged to ship beyond limits;
(b) Seller is not responsible for additional duties or taxes;
(c) reversal is not automatic and remains subject to administrative review.

PART 8 — RISK MANAGEMENT, FREEZES AND ENFORCEMENT

8.1 Risk Controls

Bizpaye Australia may impose proportionate controls where it reasonably believes necessary to:

· Prevent fraud or deception;

· Manage insolvency risk;

· Address material breach;

· Comply with regulatory obligations;

· Protect the integrity of the Exchange and Platform;

· Prevent systemic disruption or financial loss;

· Protect other Members.

8.2 Types of Controls

Controls may include:

· Account freeze (full or partial);

· Transaction hold;

· Listing restrictions;

· Credit limit reduction;

· Additional information requests;

· Suspension.

8.3 Immediate Effect

Where urgent action is required, controls may take immediate effect without prior notice.

8.4 Duration

Controls remain in place only as long as reasonably necessary.

8.5 Regulatory Recharacterization

(a) If any regulator, court or authority determines that the Trading Program constitutes a financial product, managed investment scheme, payment facility or other regulated activity, the Exchange and/or Manager may amend, suspend or restructure the program to ensure compliance without liability for resulting changes.

(b) Bizpaye Australia may require Member identity verification, beneficial ownership information, source-of-funds information or other compliance documentation at any time.

(c) Failure to provide requested information may result in suspension, restriction, or termination of the Account without liability.

PART 9 — DISPUTE PROCESS

9.1 How to Raise a Dispute
A Member must raise any dispute, complaint, request for assistance, or allegation relating to a Transaction by giving written notice to:
(a) the other party to the Transaction; and
(b) Bizpaye Australia,
within forty-five (45) days of the Transaction Date, identifying the Transaction and the nature of the dispute and providing available supporting information.

9.2 Consequences of Late Notice
If notice is not given within the 45-day period, the Transaction becomes administratively final and Bizpaye Australia may decline to provide assistance, freeze, reversal, investigation or intervention, except where Bizpaye Australia reasonably suspects fraud or identifies manifest system error.

9.3 Mandatory Member Resolution

(a) Members must commence good-faith communication within 48 hours of written notice.

(b) Failure to engage may be considered in any administrative review.

9.4 Operator Intervention

(a) Bizpaye Australia may:

· Freeze relevant Trade Credits;

· Review logs and evidence;

· Request documentation;

· Reverse or adjust entries where justified;

· Decline to intervene;

· Refer parties to formal dispute channels.

(b) Bizpaye Australia is not required to determine legal fault.

9.5 Administrative Nature

All freezes, reversals and adjustments are administrative only and do not determine legal liability between Members.

PART 10 — REVERSALS AND ADJUSTMENTS

10.1 Reversal

Bizpaye Australia may reverse or adjust entries where:

(a) both Members agree in writing;
(b) required proof cannot be produced;
(c) fraud is reasonably established;
(d) system error occurred;
(e) required by court or regulator.

Reversals must be proportionate and supported by reasonable evidence.

10.2 Administrative Finality

(a) Subject to clause (b), a Trade becomes administratively final forty-five (45) days after the Transaction Date.

(b) A Trade may only be reversed after administrative finality where:
(i) fraud is reasonably suspected;
(ii) manifest system error is identified;
(iii) required by court order or regulatory authority; or
(iv) both Members agree in writing.

(c) Administrative finality does not determine legal liability between Members but limits the Exchange’s obligation to intervene or adjust ledger entries.

PART 11 — DEBT RESERVE FUND (DRF)

11.1 Establishment and Purpose

(a) The Debt Reserve Fund (DRF) is held by BIZPAYE BARTER EXCHANGE PTY LTD in its capacity as trustee under a separate Trust Deed.

(b) Members:

• have no proprietary or beneficial interest in the DRF;
• have no right to require application of DRF assets;
• may only have recourse to the trustee in accordance with the DRF Trust Deed.

(c) The Exchange operates a Debt Reserve Fund (“DRF”) as a systemic risk-mitigation and clearing stabilisation mechanism.

(d) The DRF is governed by a separate trust instrument (“DRF Trust Deed”).

(e) The DRF exists solely to:

· mitigate Member default losses;

· support orderly clearing and ledger integrity;

· stabilise the Exchange during systemic stress;

· facilitate structured wind-down where necessary.

(f) The DRF does not:

· constitute a deposit-taking arrangement;

· constitute client money or safeguarded funds;

· constitute a custody arrangement;

· constitute a financial product;

· create an investment or managed scheme.

11.2 Mandatory Participation

(a) Participation in the DRF is a condition of continued membership in the Exchange.

(b) Each Member must contribute to the DRF in accordance with this Part and any notified DRF contribution schedule.

(c) Failure to comply constitutes a material breach of these Rules.

11.3 Nature of Contributions

(a) DRF contributions:

(i) form part of a collective reserve;
(ii) do not create a debtor–creditor relationship;
(iii) do not create a proprietary interest in any specific asset;
(iv) do not create a trust relationship between the Member and the Exchange;
(v) are not refundable except as expressly determined under the DRF Trust Deed.

(b) No Member has:

· any right of withdrawal;

· any redemption right;

· any entitlement to a guaranteed return;

· any entitlement to direct the Trustee.

11.4 Contribution Mechanism

(a) The Exchange may require DRF contributions by:

· percentage levy on Transactions;

· fixed periodic contribution;

· risk-based adjustment;

· additional contribution following a DRF shortfall;

· any structured stabilisation mechanism reasonably determined by the Exchange.

(b) The Exchange may:

· debit Trade Credits from a Member Account;

· impose temporary trading limits pending contribution.

(c) The method and rate of contribution may be varied on reasonable notice.

(d) Continued participation constitutes acceptance of any variation.

11.5 Minimum Reserve Threshold

(a) The Exchange may determine a Minimum Reserve Threshold.

(b) If the DRF balance falls below that threshold, the Exchange may:

· require additional Member contributions;

· impose temporary trading controls;

· implement structured loss-sharing mechanisms;

· restrict withdrawals or negative balance expansion.

11.6 Trigger Events and Application

(a) A Trigger Event includes:

· Member insolvency affecting clearing integrity;

· systemic imbalance;

· extraordinary stress event;

· structured wind-down requirement;

· any event reasonably determined to threaten ledger stability.

(b) Upon a Trigger Event, the DRF may be applied in accordance with the DRF Trust Deed.

(c) Application of the DRF:

· does not extinguish Member liability;

· does not limit recovery rights;

· does not waive rights of set-off or enforcement.

11.7 Order of Application

Unless otherwise determined:

(a) Contractual set-off and netting rights apply first;

(b) Direct recovery from the defaulting Member applies second;

(c) DRF application applies as a stabilisation mechanism of last resort.

11.8 No Recharacterization

The DRF does not:

· alter the nature of Trade Credits;

· create a financial product;

· create safeguarded funds;

· create pooled investment rights.

Participation remains unsecured and contractual only.

11.9 Survival

This Part survives:

· termination of membership;

· suspension;

· insolvency;

· wind-down of the Exchange.

11.10 Voluntary Contributions by Property Developers

(a) A Member that is engaged in real estate development, property subdivision, construction, or property sales, or any Real Estate Seller, may elect, at its sole discretion, to allocate or contribute Trade Credits to the DRF.

(b) Such election must be made in writing and in a form approved by the Exchange.

11.11 Nature of Voluntary Contribution

(c) Upon allocation of Trade Credits to the DRF:

(i) the Trade Credits are irrevocably extinguished as part of the Member’s Trade Account balance;

(ii) the Member immediately and permanently loses all rights, title and interest in those Trade Credits;

(iii) the Member retains no redemption, withdrawal, repayment or recoupment rights;

(iv) the allocation does not create a debt owed by the Exchange, the Manager, or the Trustee.

(d) The contributed Trade Credits are converted into Trust Property in accordance with the DRF Trust Deed and cease to form part of the Member’s ledger balance.

11.12 No Reversal

(e) Voluntary contributions by a Developer Member:

• cannot be reversed;

• cannot be recredited to the Member’s Trade Account;

• cannot be claimed upon termination, insolvency or exit.

11.13 Tax and Regulatory Responsibility

(f) The Developer Member acknowledges and agrees that:

(i) it is solely responsible for determining any taxation consequences arising from allocation of Trade Credits to the DRF;

(ii) the Exchange, Manager and Trustee provide no tax, accounting, financial or legal advice in relation to such allocation;

(iii) the Exchange and Manager have no responsibility for GST, income tax, capital gains tax, stamp duty, or any other tax liability arising from the allocation.

(g) The Developer Member indemnifies the Exchange, Manager and Trustee against any claim, liability, penalty or assessment arising from the tax treatment of such allocation.

11.14 No Investment Characterisation

(h) A voluntary allocation by a Developer Member:

• does not create an investment;

• does not create a managed scheme interest;

• does not entitle the Member to profits, distributions or priority;

• does not confer any governance or voting rights over the DRF.

11.15 Recognition Status (Non-Financial Incentive Only)

(a) In consideration of a DRF Contribution by a Member Developer, the Exchange may confer one or more non-financial recognition statuses, including:

· enhanced directory visibility;

· priority marketing placement within the Platform;

· eligibility for project-specific promotional campaigns;

· eligibility for structured liquidity coordination support.

(b) Recognition status:

(i) is discretionary;
(ii) may be revoked at any time;
(iii) does not create a contractual entitlement to trading volume;
(iv) does not create priority creditor status;
(v) does not create profit participation rights.

11.16 Liquidity Coordination Support (Administrative Only)

(a) Where a Developer Member makes a DRF Contribution, the Exchange may, in its discretion, provide administrative coordination support to assist in facilitating balanced trading activity related to the development project.

(b) Such support:

· does not guarantee liquidity;

· does not guarantee transaction volume;

· does not guarantee offset of the contributed amount;

· does not create a repayment mechanism.

(c) Any facilitation activity remains subject to market participation and Member availability.

11.17 No Return, Yield or Distribution

A Stabilisation Contribution:

· does not accrue interest;

· does not generate yield;

· does not entitle the Developer Member to distributions;

· does not entitle the Developer Member to surplus DRF assets;

· does not confer rights in underlying Trust Property.

11.18 No Managed Scheme or Financial Product

The Developer acknowledges and agrees that:

(a) the DRF Contribution is made solely for systemic risk mitigation and network stability purposes;

(b) no contribution is pooled for the purpose of generating financial returns for contributors;

(c) the Developer does not acquire an interest in a managed investment scheme, financial product, or investment arrangement;

(d) any benefit received is incidental commercial exposure within a barter trading network.

11. 19 Insolvency and Clawback Protection

11.19.1 Immediate Extinguishment

Upon allocation of Trade Credits to the DRF:

(a) the Trade Credits are permanently extinguished as ledger units;
(b) the Member’s Trade Account balance is reduced absolutely;
(c) no debt or repayment obligation arises;
(d) no residual beneficial interest is retained.

11.19.2 No Trust in Favour of Member

The Member acknowledges that:

· contributed Trade Credits are not held on trust for the Member;

· no equitable or proprietary interest survives allocation;

· the Member retains no traceable interest in Trust Property.

11.20 Commercial Purpose

Each DRF allocation:

(a) is made in good faith;
(b) is made for legitimate commercial clearing stabilisation purposes;
(c) forms part of an ordinary course systemic risk-management framework;
(d) is not made for the purpose of preferring creditors.

11. 21 Anti-Avoidance Acknowledgment

The Member agrees that:

(a) any insolvency practitioner, liquidator or administrator is bound by these Rules;

(b) a DRF allocation does not constitute:

· an unfair preference;

· an uncommercial transaction;

· an unreasonable director-related transaction;

· a voidable disposition;

to the maximum extent permitted by law.

(c) The liability of the Master Licensee as trustee of the DRF is limited to the assets of the DRF.

(d) Members have no recourse to the Master Licensee in its personal capacity.

PART 12 — ACCOUNT STATUS AND SUSPENSION

Bizpaye Australia may suspend or restrict Accounts for:

· unpaid fees;

· breach of Rules;

· suspected fraud or unlawful conduct;

· insolvency concerns;

· regulatory requirement.

Suspension does not extinguish payment obligations.

12.2 Effect of Suspension or Closure on Trade Credits
Without limiting any other right under these Rules, where an Account is suspended, restricted or closed (including for breach, risk controls, insolvency concerns, regulatory requirement, or cessation of participation), Bizpaye Australia may (to the extent permitted by law) freeze, adjust, offset, suspend access to, expire or cancel some or all Trade Credit entries recorded to that Account where Bizpaye Australia reasonably considers it necessary to protect the integrity of the Exchange, correct ledger outcomes, or manage risk.

12.3 No Compensation
To the maximum extent permitted by law, a Member is not entitled to compensation, reimbursement or repayment from Bizpaye Australia for any Trade Credits that are frozen, adjusted, expired or cancelled under these Rules.

PART 13 — DORMANT ACCOUNTS

13. 1 After 12 months of inactivity, a Member’s Account becomes dormant.

13.2 Following reasonable notice to the Member, Bizpaye Australia may:

· charge a reasonable dormancy administration fee (where lawful);

· suspend or expire unused Trade Credits;

· close the Account.

13.3 Notice will be sent to the Member at their last registered email address.

13.4 Consequences

Trade Credits do not constitute money, deposits or monetary amounts for the purposes of any unclaimed money, banking or trust legislation. Expiry or cancellation of Trade Credits under these Rules does not constitute confiscation of money.

PART 14 — INSOLVENCY

14.1 Member Insolvency

If Bizpaye Australia reasonably believes a Member is insolvent or unable to perform, Bizpaye Australia may freeze balances, reduce limits, suspend the Account, or offset amounts owed.

14.2 Exchange Insolvency or Cessation

Members acknowledge that:

(a) Trade Credits are unsecured contractual rights only;
(b) no trust, deposit, custody or segregated account exists;
(c) in any insolvency, liquidation, restructuring or cessation event, Trade Credits may be frozen, reduced, cancelled, extinguished or otherwise adjusted;
(d) Members have no priority claim over other unsecured creditors

14.3 Exchange Insolvency or Cessation

· Members acknowledge that:

· (a) Trade Credits do not constitute deposits or secured claims;
(b) Members are unsecured participants;
(c) in the event of insolvency, liquidation, restructuring or cessation of the Exchange, Trade Credits may be frozen, cancelled, extinguished or adjusted to the extent permitted by law; and
(d) the Exchange gives no guarantee of continuity of operations.

PART 15 — MEMBER COMPLIANCE OBLIGATIONS

15.1 Members must comply with:

· Australian Consumer Law;

· product safety law;

· GST and taxation law;

· licensing requirements;

· AML/CTF and sanctions laws.

Prohibited conduct by Members includes:

· illegal goods or services;

· counterfeit products;

· misleading or deceptive conduct;

· fraud;

· money laundering.

Bizpaye Australia may immediately suspend a Member’s Account(s) where a Member is reasonably suspected of any prohibited conduct.

15.2 Sanctions and AML/CTF Representation
Each Member represents and warrants that it is not subject to sanctions administered by any competent authority (including Australia, the UN, US, UK or EU), is not owned or controlled by a sanctioned person, and will comply with all applicable AML/CTF and sanctions laws.

15.3 Reporting and Cooperation
Bizpaye Australia may report any reasonably suspected breach of clause 14.1 or any suspected unlawful activity to regulators, law-enforcement authorities or financial intelligence units, and may require a Member to provide information or documents reasonably requested for compliance purposes.

15.4 No Obligation to Disclose Investigation Details
Bizpaye Australia is not required to disclose the existence, reasons for, or details of any compliance review, investigation or report.

PART 16 — ASSUMPTION OF RISK

16.1 Members trade at their own commercial risk.

16.2 Bizpaye Australia does not guarantee:

· performance of any Member;

· quality of goods or services;

· trading volume or liquidity;

· availability of counterparties.

16.3 Nothing in these Rules creates a partnership, joint venture, fiduciary, agency or employment relationship between Bizpaye Australia and any Member or between Members.

PART 17 — LIMITATION OF LIABILITY

17.1 Nothing in these Rules excludes liability under mandatory Australian law.

Subject to that:

· Bizpaye Australia is not liable for member non-performance;

· Bizpaye Australia is not liable for indirect or consequential loss;

· aggregate liability is capped at fees paid by the Member in the preceding 12 months.

PART 18 — MEMBER INDEMNITY

Each Member indemnifies Bizpaye Australia against all loss arising from:

· breach of these Rules;

· breach of law;

· defective goods/services;

· personal injury or property damage;

· misleading conduct;

· IP infringement;

· disputes with other Members;

· regulatory investigations arising from Member conduct.

This indemnity survives termination.

PART 19 — INTERNAL REVIEW

19.1 Internal Review

(a) A Member subject to suspension, freeze, reversal or termination may request an internal administrative review within fourteen (14) days of notice.

(b) The review shall, where reasonably practicable, be conducted by a senior decision-maker not involved in the original decision.

(c) The outcome of the review is final for administrative purposes and does not affect external legal rights.

PART 20— AMENDMENT OF RULES

20.1 Bizpaye Australia may amend these Rules prospectively where reasonably necessary to:

· comply with law;

· manage risk;

· improve integrity;

· address fraud;

· reflect operational changes.

20.2 Material amendments will be notified at least 30 days in advance unless urgent change is required.

20.3 Continued participation by a member constitutes acceptance of the amendments.

Part 21 - ELECTRONIC COMMUNICATIONS

Members consent to receiving notices electronically and agree that electronic communications satisfy any legal requirement for written notice.

Part 22 - NOTICES AND DISPUTE COMMUNICATIONS

22.1 Form of notice
Any notice required under these Rules (including a dispute notice under Part 9) must be given in writing and:

(a) submitted via the Bizpaye Platform dispute facility (if available); or
(b) sent to the email address notified by Bizpaye for dispute or compliance matters; and
(c) sent to the registered email address of the other Member (where the notice relates to a member-to-member dispute).

22.2 Required content
A valid dispute notice must:

(a) clearly identify the transaction reference number;
(b) describe the nature of the dispute in reasonable detail;
(c) specify the remedy sought; and
(d) include any supporting evidence reasonably available at the time of notice.

Bizpaye may reject or request clarification of any notice that does not comply with this clause.

22.3 Deemed receipt
Unless the sender receives an automated delivery failure notification, a notice sent by email is deemed received:

(a) at the time recorded by the sender’s email system as sent; or
(b) if sent outside Business Hours (New South Wales), at 9:00am on the next Business Day.

22.4 Platform records
Bizpaye’s electronic records of notices, transaction logs, and communications are prima facie evidence of receipt and timing, unless proven otherwise.

22.5 Survival
This clause survives termination or suspension of membership.

Part 23- SEVERABILITY

If any provision of these Rules is found to be invalid, illegal, void or unenforceable under applicable law:

(a) that provision will be read down or modified to the minimum extent necessary to make it valid and enforceable;
(b) if it cannot be read down, it will be severed; and
(c) the remaining provisions will continue in full force and effect.

PART 24 - INFORMATION HANDLING AND COOPERATION

24.1 Use of information
Bizpaye may collect, retain, analyse and disclose information relating to transactions, accounts and communications:

(a) to investigate disputes, suspected breaches, fraud or misuse;
(b) to enforce these Rules and the Membership Terms;
(c) to protect the integrity of the trading program; or
(d) where required or permitted by law.

24.2 Member cooperation
Members must provide information and documentation reasonably requested by Bizpaye in connection with any investigation, dispute, compliance review, or integrity action.

24.3 Privacy compliance
All handling of personal information is subject to Bizpaye’s Privacy Policy and the Privacy Act 1988 (Cth).

Part 25 - Relationship with Membership Terms

These Rules operate together with the Bizpaye Membership, Software & Marketplace Terms.

PART 26 — GOVERNING LAW

These Rules are governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that place.

PART 27 — FORCE MAJEURE

Bizpaye Australia is not liable for delay, suspension, system interruption or failure to perform arising from events beyond its reasonable control, including but not limited to natural disasters, power failure, telecommunications disruption, cyberattack, government action, pandemic, industrial action or third-party service provider failure.

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