Terms & Conditions
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.