Rules of Trading Program

Printed on: March 21, 2026

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.

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.

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.

(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.

· 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;

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

(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.

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.

(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.

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.