ComPay Product Disclosure Statement

Product Disclosure Statement

ComPay Payment Service (ComPay)

Part A: General Information

1. Introduction

1.1 Issuer

This Product Disclosure Statement (PDS) has been prepared by 1-Stop Connections Pty Ltd ABN 58 102 573 544 (OneStop).

OneStop does not hold an Australian Financial Services Licence (AFSL). Non-cash payment facilities are offered by OneStop pursuant to an intermediary authorisation agreement between OneStop and EML Payment Solutions Limited ABN 30 131 436 532 (AFSL No. 404131) (EML). Under that agreement, EML agrees to offer to arrange the issue of ComPay to clients of OneStop under section 911A(2)(b) of the Corporations Act 2001 (Cth) where that service is subscribed to by OneStop’s clients.

If you have any questions or need more information concerning ComPay, OneStop can be contacted at:

Mail: GPO Box 5321, Sydney NSW 2001
Phone: 1300 881 055
Fax: (02) 9567 9967
Email: [email protected]
Website: www.1-stop.biz

1.2 About this PDS

This document is the PDS for ComPay issued by OneStop. The PDS contains important information regarding ComPay, including its associated fees and costs.

This PDS is designed to assist you in deciding whether to obtain this product.

The PDS does not take into account your individual objectives, financial situation or needs. Any advice in the PDS is general advice only. You should consider the appropriateness of any general advice to your circumstances before acting on it. You should read this PDS carefully and seek independent expert advice before making any further decisions relating to the suitability of this product for you.

This PDS is dated 15 October 2026.

1.3 Changes to this PDS

The information contained in this PDS is subject to change from time to time and is current as at the date stated above. Where new information becomes available, OneStop will issue a new or supplementary PDS or will make the updated information available on our website at https://www.1-stop.biz/product-disclosure-statement/. A physical copy of the current PDS can be obtained free of charge by phoning 1300 881 055 or emailing [email protected].

2. ComPay Payment Service – The Product

2.1 Overview of the product

ComPay is an online payment system for paying freight and storage invoices. An overview of ComPay, its features, pricing and fees and frequently asked questions (FAQs) are available on our website at https://www.1-stop.biz/payment/compay/. For user guides refer to ComPay – Help Centre.

OneStop’s ComPay provides specialist solutions for supply chain participants, including freight providers and their customers, in the import and export of goods to and from Australian ports, including a central system for creating, sending and receiving storage and freight-related invoices. ComPay can also be used to make and receive payments in respect of such invoices.

You may apply to become a ComPay Client by submitting a duly executed ComPay Application Form and the Direct Debit Request Form. By doing so, you will be deemed to have agreed to, and accepted, this PDS, the ComPay Client Licence Agreement (and where applicable, the Direct Debit Request Service Agreement). Applications are subject to OneStop’s approval. Upon approval by OneStop of your application, you will be a ComPay Client.

Applications can be initiated by clicking on the “Register for OneStop’s ComPay” link from the ComPay website at https://compay.1-stop.biz.

OneStop has 2 types of payment facilities that can be used to process payments by any ComPay Client that is making payment (Payer) to a ComPay Client (Payee). These facilities are the direct entry payments facility and the credit card payments facility, each as discussed below.

DIRECT ENTRY PAYMENTS FACILITY

Payments made using the OneStop direct entry payments facility will be made through ComPay in accordance with the following process supported by the Australian Payments Network’s Bulk Electronic Clearing System (BECS) and OneStop’s sponsorship into BECS via OneStop’s bank:

The Payer is required to approve the value of the payment (adjusted to include the applicable OneStop fee) at the time the transaction is authorised. The applicable OneStop fee will be retained by OneStop.
The cut-off time for transactions to be included in the daily debit will be 3:30 pm AEST/AEDT each business day that is a day other than Saturday, Sunday and public holiday in New South Wales (Business Day).
Transactions approved after 3:30 pm AEST/AEDT, or on a day other than a Business Day will be included in the next available Business Day processing.
At the end of each Business Day, OneStop will debit from the nominated bank account of each Payer, the aggregate amount of all each of the invoices marked as authorised in the Payer’s ComPay account for that day and will hold the funds in a clearing account which is in the name of 1-Stop Connections Pty Ltd (Direct Entry Clearing Account).
Amounts debited from the nominated bank accounts of Payers will be held in the Direct Entry Clearing Account for a period of up to 4 Business Days, as permitted by OneStop and its banking facility provider for its direct debit facilities.
At the end of this period, OneStop will make a payment, in accordance with the instructions of the Payer to the nominated bank accounts of the Payee, an amount which is equal to the aggregate of all of the Payee’s invoices that have been authorised for payment by the relevant Payers, or the Payers’ nominated user(s) and debited from the nominated bank account specified in each such Payer’s Direct Debit Request Form that was submitted at the time of the Payer applying to become a ComPay Client (or any new direct debit details accepted by OneStop on behalf of the Payer).
All debits and credits are aggregated for each ComPay Client based on the transactions approved up to the cut-off time of 3:30 pm AEST/AEDT of each Business Day, with detailed reporting available via ComPay.
OneStop reserves the right to limit (or cap) the daily amount to be debited from Payer bank accounts.

Interest will not be paid to ComPay Clients in respect of amounts held in the Direct Entry Clearing Account or otherwise.

ComPay Clients who elect to pay using ComPay’s direct entry payments facility must have provided OneStop with a signed Direct Debit Request Form for their nominated bank accounts to enable OneStop to debit payment for authorised invoices.

Should a direct debit instruction against a Payer’s bank account be unsuccessful (due to insufficient funds, bank account closure, user’s bank blocking direct entry transactions, or for any other reason) (Direct Debit Default), OneStop will, at its discretion:

Proceed with the payment to the Payee’s bank account and re-attempt the direct debit from the Payer (or take any other steps deemed appropriate by OneStop to recover the amount that was not debited from the Payer’s nominated bank account); or
Not proceed with payment to the Payee.

If OneStop has proceeded with a payment in any circumstances to a Payee of any amount that was to be paid to the Payee by a Payer (including, but not limited to, following a Direct Debit Default) and OneStop has not recovered that amount from the Payer after attempting to debit the Payer’s account, OneStop may, at its discretion, instead of recovering the amount of the Direct Debit Default from the Payer, elect to debit the amount from the Payee’s bank account to which the payment was made.

OneStop will review, and may terminate, the ComPay subscription of a Payer who incurs three or more Direct Debit Defaults.

“ONESTOP AS MERCHANT” CREDIT CARD PAYMENTS FACILITY

Payments made using the OneStop credit card payments facility allow Payers to make credit card payments to Payees with OneStop acting in the capacity of credit card merchant.

Even where you have not registered to become a ComPay Client, you will still be deemed to be a ComPay Client and to have agreed to, accepted, this PDS and the ComPay Client Licence Agreement if you use OneStop’s credit card payments facility at https://compay.1-stop.biz/AdhocCCWebPages/PaymentV2.aspx?B=COMPAY.

In such circumstances, at the time of initiating any payment using OneStop’s credit card payments facility, you must provide OneStop with:

your email address;
your phone number;
the payment details including credit card type, number, expiry date and the card security code, such as CVV, CVC, CSC, CVN, that are either encoded onto your card or printed on the card;
the transaction type (such as invoice, storage or delivery order);
the transaction amount;
any other transaction details as applicable; and
the Payee (which will auto-fill the CCN and Client Name of the Payee) that is to receive the payment.

ComPay Clients can make credit card payments by selecting a credit card as their nominated payment account. OneStop will:

Increase the amount to be debited to include any transaction fee and other fees and charges imposed by OneStop. OneStop will retain those fees and charges. Before authorising the transaction, the credit card holder must approve the total amount to be charged.
Process the credit card transaction approval following submission by the Payer.
Acquire the value of the payment via its merchant facility with its bank. Note that different credit card companies will settle acquisition value at different times, of up to two (2) Business Days after the card transaction is approved.
Hold the funds in a clearing account which is in the name of 1-Stop Connections Pty Ltd for a period as agreed between OneStop and the banking facility (Credit Card Clearing Account).
After one (1) Business Day, initiate the process to pay the Payee.
Should a credit card transaction result in a dispute query from the cardholder, OneStop may (without limitation) consult with the Payer and/or Payee to determine the authenticity of the transaction. At the discretion of OneStop, a fee may be charged for this action (see Fees and Other Costs below).
Should a credit card transaction result in a chargeback from a cardholder, OneStop will either:

At OneStop’s discretion, collect the funds (excluding any OneStop fees) from that Payee via direct debit from the Payee’s bank account to which the charge was made; and either
Prevent payment of the value of the credit card transaction to the Payee if the value has not already been paid; or
Using direct debit or otherwise, collect the value of the credit card transaction the subject of the chargeback from either the Payee or Payer.

Should a Payer incur more than 1 chargeback, OneStop may terminate the Payer’s ComPay account and shall have no further obligation to provide ComPay to the Payer.

2.2 Benefits

The following benefits are available when using ComPay:

Get faster release of freight as payment notification is sent immediately after payment is made and authorised;
Comprehensive reporting at any time on your ComPay activity;
Tax invoice sent promptly upon payment of storage invoice to terminals; and
Simple reconciliation, as ComPay matches invoice and payment information.

3. Significant risks

Some of the risks associated with ComPay are outlined below. This is a summary of the major risks only and is not intended to be exhaustive. There may be other risks associated with your use of ComPay.

a) Ability to make payments

By using ComPay, you are relying on our ability (and the ability of our related entities and other service providers) to meet various obligations, including making payments you have requested, if you are a Payer, and holding your funds in the Direct Entry Clearing Account or the Credit Card Clearing Account, as applicable.

b) Unavailability of the service

Whilst we make reasonable efforts to ensure the availability of ComPay, it is possible it may be rendered temporarily unavailable from time to time.

c) Unauthorised transactions

OneStop takes reasonable steps to ensure the security of ComPay. However, there is a risk your account may be compromised and subject to unauthorised transactions or other types of fraudulent activity. You must keep your OneStop and ComPay login details secure and must not provide them to any person. You will be responsible for any unauthorised use of your OneStop or ComPay login details.

You must also check all output information produced by ComPay, including, but not limited to your payment authorisation instructions, invoices, statements and remittance advices, to determine if such information is correct. You must promptly report any errors discovered to OneStop.

d) Reversed transactions

If you receive a payment via ComPay that is reversed for any reason, unless we agree otherwise, you will be liable to OneStop for the amount of the reversed transaction plus any applicable fee. We may deduct such amounts from the bank account or credit card to which such payments were made.

4. Fees and Taxes

4.1 Fees and Other Costs

The following fees, charges and other amounts are payable to OneStop:

Event	Amount	How it’s Charged	Paid By	Details
“Invoice” Payment Fee	0.59% excl GST	Per Invoice	Payer	Charge per invoice paid
“Delivery Order” Payment Fee	0.59% excl GST	Per Delivery Order	Payer	Charge per delivery invoice paid
“Storage” Payment Fee	$4.24 excl GST	Per Storage Invoice	Payer	Charge per storage invoice paid
Invoice Creation Fee	$4.24 excl GST	Per Invoice	Payee	Charged per invoice created in ComPay
CargoWise/ComPay Monthly Subscription Fee	$50.00 excl GST	Per Month	ComPay Customer	System maintenance fee charged to CargoWise EDI integration users

Please note that we do not accept American Express cards as a payment method.

The fees, charges and costs are at the discretion of OneStop and may be changed at any time on at least 28 days’ prior notice to you if you are a ComPay Client with a ComPay account. Notice will be deemed to have been provided to you by email to the last email address associated with your ComPay account.

If you do not have a ComPay account, you will not be provided with notice of any such changes and must check the ComPay fees each time before you use ComPay.

4.2 Responsibility for taxes

You are responsible for collecting, reporting, and paying any taxes that may arise from your use of ComPay. You agree to comply with applicable tax laws in connection with your use of ComPay.

5. Other important information

BULK ELECTRONIC CLEARING SYSTEM LIMITS

OneStop is sponsored into the Australian Payments Network’s BECS system via a major Australian bank. As such, OneStop is subject to an annual review by the bank to ensure that OneStop continues to operate within the terms of its agreement with the bank and meets the requirements of the BECS regulations. Part of this requirement is the setting of a daily upper limit for all direct debits processed by the bank on behalf of OneStop, which is subject to a credit risk approval by the bank.

Should the daily value of all direct debits exceed the limit value agreed with the bank, OneStop is unable to provide certainty that the full value of debits will be processed on the day of processing, resulting in some debits and associated credits being delayed to the next available processing day. OneStop continuously monitors its daily debit volumes and works closely with its bank to enhance service capabilities, however, some situations may arise necessitating delayed debiting and subsequent credit settlement as a result of over-limit restrictions placed on OneStop by its bank.

6. Complaints and Dispute Resolution

6.OneStop’s commitment to complaints handling

OneStop is committed to providing high quality products and services. If you are dissatisfied with any aspect of ComPay, you have the right to make a complaint and have it considered in accordance with OneStop’s internal dispute resolution procedures.

A complaint means an expression of dissatisfaction made to or about OneStop, relating to OneStop’s products, services, staff or the handling of a complaint, where a response or resolution is explicitly or implicitly expected or legally required.

You may make a complaint:

verbally or in writing;
by you or by a person authorised to act on your behalf; or
via any of the contact methods set out below.

6.2 How to make a complaint

You can lodge a complaint with OneStop at any time using one of the following methods:

Mail: GPO Box 5321, Sydney NSW 2001
Phone: 1300 881 055
Email: [email protected]

Website: www.1-stop.biz

You may also authorise a representative (such as a legal representative or adviser) to make a complaint on your behalf.

6.3 How OneStop handles complaints

When OneStop receives a complaint, OneStop will:

acknowledge receipt of your complaint as soon as practicable, and generally within one business day;
assess and investigate your complaint, taking into account all relevant information; and
provide you with a written response (IDR Response) setting out:

the outcome of your complaint;
the reasons for OneStop’s decision; and
details of any remedy offered (if applicable).

The Direct Debit Request Service Agreement accompanying OneStop’s Direct Debit Request Form and the ComPay Client Licence Agreement (see Part C of this PDS) may contain additional procedures relating to the handling of disputes and complaints.

6.4 Timeframe

OneStop will provide an IDR Response within thirty (30) calendar days after receiving notice of the complaint.

If OneStop is unable to respond within this timeframe due to the complexity of the complaint or circumstances beyond OneStop’s control, OneStop will:

inform you of the delay;
explain the reasons; and
provide you with information about your right to escalate your complaint to the Australian Financial Complaints Authority (AFCA).

6.5 Outcomes

Where appropriate, OneStop will seek to resolve complaints by:

providing an explanation or apology;
correcting errors or records;
refunding or waiving fees;
providing compensation or other appropriate remedial action.

6.6 External dispute resolution (AFCA)

If we are unable to resolve your complaint within thirty (30) days or you are dissatisfied with how your complaint was handled or its outcome, you can refer your complaint to AFCA, an independent external dispute resolution scheme that provides free, fair and impartial services to Australian consumers and small businesses.

AFCA can be contacted at:

Mail: Australian Financial Complaints Authority (AFCA), GPO Box 3, Melbourne VIC 3001
Phone: 1800 931 678
Email: [email protected]
Website: www.afca.org.au

You should contact OneStop first to allow OneStop to resolve your complaint through OneStop’s internal dispute resolution process before contacting AFCA.

Part B: Privacy Collection Statement

1. Introduction

1-Stop Connections Pty Limited [ABN 58 102 573 544] trading as “OneStop” and its related entities (“OneStop”, “our”, “us”, or “we”) are committed to protecting your personal information in accordance with the Privacy Act 1988 (“Act”) and the Australian Privacy Principles (APPs).

This privacy collection statement outlines how we collect, disclose and handle your personal information (including sensitive information) when you apply for a ComPay account or otherwise use ComPay and should be read together with the OneStop Privacy Policy at www.1-stop.biz/privacy-policy/.

By providing us with your personal information or applying for or using ComPay, you agree and consent to our collection, use and disclosure of your personal information (including sensitive information) relating to ComPay in accordance with this Collection Statement and the OneStop Privacy Policy.

You are under no obligation to provide your personal information to us. However, if the required personal information is not provided to us, we and any others involved (such as Westpac) will not be able to provide these services or products to you.

2. Outline

OneStop may collect personal information about you in the course of providing ComPay to you. OneStop has adopted a Privacy Policy which provides information about how we collect, hold, and use any information you provide to us. A copy of our Privacy Policy is available at www.1-stop.biz/privacy-policy.

1-Stop Connections Pty Ltd (“OneStop”) respects the privacy of its customers. This Privacy Policy outlines the specific information that is collected by OneStop and how that information is used.

3. Collection

3.1 Personal Information that OneStop Collects

OneStop collects the following personal information about nominated representatives or personnel of ComPay Clients who are end users of ComPay: title, name, position and contact details (phone and email, including business phone number).

This information is critical in enabling OneStop to deal effectively with ComPay Clients and their representatives and to process transactions via ComPay.

From time to time, OneStop also collects and securely transmits, but does not store, credit card details of ComPay Clients, their personnel and customers, including cardholder name, credit card number, credit card type and expiry date.

3.2 From whom and how we receive information

OneStop only receives and collects personal information directly from ComPay Clients, or prospective ComPay Clients. Information is received and collected as part of and in the context of OneStop’s service offering. OneStop receives personal information directly from ComPay Clients by way of their ComPay application, Direct Debit Requests and the ComPay account maintenance process, and transmitting transactional information to OneStop whilst using ComPay. OneStop treats all such personal information with the utmost confidentiality.

3.3 Why OneStop collects information

OneStop collects such personal information solely in the context of the operation of ComPay. In this context, personal information is predominantly collected to:

Create and maintain ComPay Client Accounts;
Communicate with ComPay Clients;
Provide ComPay Clients with ComPay; and
Bill and receive payment from ComPay Clients.

Additionally, OneStop collects and uses personal information to:

Develop new products and services;
Undertake planning, research and statistical analysis;
Assist with ComPay Client queries;
Prevent fraud and crime in relation to your ComPay account; and
Fulfil our legal requirements (for example, disclosure to law enforcement agencies or the courts).

OneStop does not collect or use personal information for the purpose of resale, rent or transfer to anyone, including, “junk mail / spam” operators, direct marketing companies, telemarketers, etc.

Credit card details are collected and securely transmitted by OneStop, and its banking partners, to process payments via ComPay.

4. Sharing Client Information

4.1 Access and Correction

It is the ComPay Client’s responsibility to ensure that personal information is accurate and current.

ComPay Clients can access, change, correct or delete the information they have supplied to OneStop online via their ComPay account or by contacting OneStop using the contact details set out on this webpage.

4.2 Ancillary Information

In the course of providing ComPay to ComPay Clients, OneStop compiles demographic, profile and usage data relating to the Services.

OneStop compiles such data for the following reasons:

To better manage, administer and deliver the Service; and
To enhance the user experience by displaying more relevant information and options to the relevant ComPay Client.

Additionally, OneStop compiles and aggregates anonymous demographic and usage information, available for public dissemination, for the purpose of promoting OneStop and its Services.

5. Information Use by Third Parties

OneStop will not provide personal information to third parties without the ComPay Client’s express permission or only in instances where such disclosure is necessary to process transactions or provide the Services to the ComPay Client.

Despite the above, OneStop will only divulge personal information if:

OneStop is compelled to do so by an appropriately empowered governmental authority; or
OneStop makes their technology or services available to ComPay Clients through or with the assistance of its business partners.

In either case, OneStop will not share with them any more information than is necessary.

If services (in part or whole) are provided via a OneStop partner, OneStop may provide personal information to the partner. Such partners have agreed to use the information only regarding analysing the success of the partnership arrangement or to facilitate the provision (in part or full) of ComPay. OneStop only does business with partners who agree to adhere to our Privacy Policy.

6. OneStop Communications

OneStop may send You email or other electronic messages concerning ComPay and other OneStop products and services from time to time. These communications may include:

marketing or promotional communications which You may opt out of at any time; and
operational or service-related communications (including, for example, notices relating to the performance, availability, security or functionality of ComPay), which are necessary for the provision of ComPay and cannot be opted out of.

7. Access and correction of your personal information, and complaints

You have the right to access your personal information we hold, and you may ask us to update or correct your personal information or complain to us regarding our privacy practices. Please see our Privacy Policy www.1-stop.biz/privacy-policy/ or contact us at the details below on how you can access or correct your personal information or contact us with any questions or privacy related complaints at:

Mail: GPO Box 5321, Sydney NSW 2001
Phone: 1300 881 055
Email: [email protected]
Website: www.1-stop.biz

Part C: ComPay Documents

I. ComPay Client Licence Agreement

This ComPay Client Licence Agreement is an agreement between 1-STOP CONNECTIONS PTY LTD ABN 58 102 573 544 of GPO Box 5321, Sydney NSW 2001 (the Licensor), and the party applying to become a ComPay client (You). This ComPay Client Licence Agreement includes and incorporates by reference, each ComPay Application Form, Direct Debit Request Form and associated Direct Debit Request Service Agreement, completed by You or on Your behalf (together, the Agreement).

By ticking the box next to ‘I have read, understand and agree to be bound by the Product Disclosure Statement and ComPay Client Licence Agreement.’, the person undertaking such action acknowledges that as part of the registration process they have read, understand and agree on Your behalf that you are bound by the terms and conditions in this Agreement and they further agree that they are authorised to enter into this Agreement on behalf of and bind You to the terms and conditions of this Agreement (whether you are a company, partnership, trust, other entity, or an individual).

If You register for ComPay on behalf of a company (whether as master administrator or in response to an invitation from Your master administrator):

a) You represent and warrant to the Licensor that You are an authorised representative of the company with authority to bind the company to this Agreement and to provide Authorised Instructions, to process Payments and accept payments, in each case on its behalf;

b) You must ensure that each person in Your company who accesses ComPay has their own ComPay user account and that they do not share their account credentials with anyone else;

c)other than in respect of paragraphs (a) and (b) above, ‘You’ and ‘Your’ in this Agreement refer to both You and that company, jointly and severally.

The Licensor reserves the right to update or replace this ComPay Client Licence Agreement from time to time by giving You notice of the update or amended version. All such notices will be sent by email to You using the email address held in Your ComPay account or that the Licensor otherwise has on file for You. It is Your responsibility to immediately update Your email address in ComPay if Your email address changes, to ensure that You receive all notices that we send to You.

You agree that:

You will:

a. Provide to the Licensor accurate registration details, including ComPay Client details, Nominated User details, bank account details and/or credit card details. You will also provide to the Licensor a completed and duly executed ComPay Application Form, and as applicable, a Direct Debit Request Form and/or associated Direct Debit Request Service Agreement, in a form and with content which are each acceptable to the Licensor and any such other documents as the Licensor reasonably requires. Upon the Licensor’s acceptance of Your completed and executed ComPay Application Form and as applicable Direct Debit Request Form and associated Direct Debit Request Service Agreement, You will become a ComPay Client;

b. Maintain with the Licensor accurate registration details, including up to date ComPay Client details, Nominated User details, bank account details and/or credit card details, where applicable;

c. Nominate a Master Administrator on the ComPay Application Form. Only a Master Administrator:

has the ability to create, remove, update or otherwise manage Nominated User access other than Master Administrator access on Your ComPay account; and
can specify which Nominated Users can authorise Payments and transactions on Your behalf;

d. Notify the Licensor in writing immediately upon any changes being made or proposed to be made to the Master Administrator (including the Master Administrator no longer being employed by You or being replaced by a new Master Administrator); and

e. Remain solely responsible for the management, acts or omissions of Your Nominated Users, and any breach of this Agreement by a Nominated User shall be deemed a breach by You.

2. Upon approval by the Licensor of the documents referred to in clause 1(a), the Licensor may in the Licensor’s sole discretion, provide You with a CCN and unique login details to enable You and any of Your Nominated Users to use ComPay to process Payments in Australia. For the avoidance of doubt only those Nominated Users who are authorised by the Master Administrator may authorise transactions and Payments on Your behalf. It is Your responsibility to ensure an appropriate role and level of authority are assigned to each Nominated User. You must maintain the secrecy and security of Your login details, including that of the Nominated Users, and You must use Your best endeavours at all times to prevent any unauthorised use of ComPay.

3. Upon issue of a CCN, the Licensor authorises You and Your Nominated Users, to access and use ComPay for the purposes expressly referred to in clause 2 above.

4. Each Business Day, the Licensor will debit each of Your Nominated Bank Account(s) and/or Nominated Card Account(s), as applicable, for the total amount of all Payments in accordance with Authorised Instructions from You or a Nominated User (Debit Item). You agree that each such Debit Item is a permissible debit to Your Nominated Bank Account(s) and/or Nominated Card Account(s), as applicable. Once given, an Authorised Instruction is irrevocable unless cancelled by You or a Nominated User using ComPay and provided such cancellation is approved by the Payee at least fifteen (15) minutes before Settlement Time or as otherwise permitted by the Licensor. Notwithstanding the foregoing, a Pay Anyone Transaction is irrevocable once the Authorised Instruction is given. The Licensor is under no obligation to check any Authorised Instruction or Nominated Bank Account(s) and/or Nominated Card Account(s) details.

5. You warrant that on any given Business Day, You will have sufficient cleared funds in Your Nominated Bank Account(s) and/or Nominated Card Account(s) to cover the amount(s) required to successfully process the Debit Item(s) for that Business Day.

6. The Licensor may, in its absolute discretion:

a. Limit the dollar value of Payments that can be the subject of Authorised Instruction(s) or Debit Item(s) on a Business Day or during any other period; and/or

b. Refuse to process a Debit Item(s); and/or

c. Refuse to act upon an instruction where it is incomplete or inaccurate, where there is a technical failure, or for any other reason, without notice.

The Licensor will only debit Your Nominated Bank Account(s) and/or Nominated Card Accounts where the terms of Your Direct Debit Request or Your specific instructions authorise it to do so.

7. Each Business Day, or otherwise in the sole discretion of the Licensor, the Licensor will credit Your Nominated Bank Account(s) for the total amount of all Payments you are due to receive in relation to the previous Business Day (and any subsequent days after that previous Business Day before the current Business Day that are not a Business Day, such as a day that fell on a weekend) (Credit Item), provided that the Licensor has no obligation to do so where it has not collected the amount of such Payment from the applicable Payer.

8. Where the Licensor receives an Authorised Instruction from You or a Nominated User to make a Pay Anyone Transaction, and the Licensor has approved Pay Anyone Transactions for You or that Nominated User (as applicable), You acknowledge and irrevocably authorise the Licensor to withhold settlement of such funds until the later of: (a) when they are made freely available by the Licensor’s Bank; or (b) at least until the third Business Day following the Day upon which You gave to the Licensor the Authorised Instruction. You acknowledge and agree that:

a) only those ComPay Clients and Nominated Users that have been approved by the Licensor to make Pay Anyone Transactions may make a Pay Anyone Transaction;

b) Licensor reserves the right to not provide its approval to make Pay Anyone Transactions in its absolute discretion;

c) Licensor may withdraw its approval to make Pay Anyone Transactions at any time in its absolute discretion; and

d) Licensor no longer accepts new applications or approval requests from ComPay Clients and Nominated Users to make Pay Anyone Transactions.

9. Where You use a Nominated Card Account to make a Payment, the Licensor will debit Your Nominated Card Account for the total amount of Payments and any transaction fee that Licensor charges, in accordance with Authorised Instructions from You or a Nominated User, plus any ComPay fees and charges where relevant (Licensor Charge). You agree that each such Licensor Charge is a permissible debit to the Nominated Card Account. Once given, an Authorised Instruction is irrevocable unless cancelled by You or a Nominated User using ComPay and provided such cancellation is approved by the Payee at least fifteen (15) minutes before Settlement Time or as otherwise permitted by the Licensor. Notwithstanding the foregoing, a Pay Anyone Transaction is irrevocable once the Authorised Instruction is given. The Licensor is under no obligation to check any Authorised Instruction or Nominated Card Account details.

10.If You use a Nominated Card Account to make a Payment, You undertake to enter the Payment details correctly and only with the authorisation of the signatories of the Nominated Card Account.

11. In cases where monies payable to You are paid by an Acquirer pursuant to a Nominated Card Account Authorised Instruction to the Facilitator, the procedure, and arrangements for processing those sums will be as follows:

a) The Facilitator will be credited (by payment from the Acquirer) with the gross amount due to You and that amount will then be paid from the account of the Facilitator:

1. as to its transaction fee and other fees or charges (if any), to the Acquirer; and
2. as to the remainder to You (the net amount) through ComPay in accordance with the procedures and times set out elsewhere in this Agreement;

b) In the event of the Licensor being notified by the Acquirer or the Facilitator of a dispute regarding Your entitlement to the monies, Your Nominated Bank Account will be debited with the gross amount of the monies and the account of the Facilitator will be credited with that amount. The Licensor will procure that the Facilitator will hold the gross amount until the Licensor is notified by the Acquirer or Facilitator as to the identity of the party entitled to the gross amount, whereupon the account of the Facilitator will be debited and that of the party entitled will be credited in accordance with the procedures and times set out elsewhere in this Agreement. The Licensor will be entitled to any moneys earned by the Facilitator as a result of the Facilitator holding the gross amount. The Licensor will be entitled to act upon the instructions of the Acquirer or Facilitator, as to entitlement to the gross amount. There will be no fee charged by the Licensor in respect of any debits or credits to Your Nominated Bank Account in relation to a disputed transaction, unless the disputed transaction results in a Chargeback. You irrevocably authorise the Licensor to debit Your Nominated Bank Account pursuant to this paragraph 11(b).

12. You will pay the Licensor the fees and charges set out in clause 4 Fees and Taxes of Part A: General Information of this PDS.

13. You irrevocably authorise the Licensor to continue debiting Your Nominated Bank Account(s) and/or Your Nominated Card Account(s) to make good any and all Defaults and acknowledge that for each additional debit that is rejected by the financial institution, the relevant fees for Default Payment as set out in clause 4 Fees and Taxes of Part A: General Information of this PDS, will again be charged and payable.

14. You irrevocably authorise the Licensor to either directly debit from, or deduct from direct credits to, Your Nominated Bank Accounts and/or Nominated Card Accounts, all ComPay fees including fees for Chargebacks, Disputed Nominated Card Account Payments and/or Defaults.

15. The Licensor will provide You with a tax invoice at the time a transaction is made using ComPay or for each month in which there are transactions which entitle the Licensor to fees from You.

16.You irrevocably authorise the Licensor to reverse any Credit Item (or part thereof) paid to You where:

a) the amount paid is not received by the Licensor from the ComPay Client who authorised or made the Payment, including where there is a Default (Reversing Item) or Chargeback; or

b) the amount paid by the Licensor was made or transferred in error, including where the Licensor erroneously transfers the Credit Item (or part thereof) to You.

17. To validate Your Nominated Bank Account(s) and/or Nominated Card Account(s) details (and at any subsequent time when any uncertainty arises), the Licensor (or any third party on its behalf) may as often as it reasonably requires, credit and debit Your Nominated Bank Account(s) and/or process a Licensor Charge and refund in any amount of up to AUD5.00 each.

18. You hereby consent to having Your name, CCN, email address and phone number listed within ComPay or on https://compay.1-stop.biz for Payments as a ComPay Client.

19. The Licensor will provide (for subsequent display to You and other ComPay Clients), access to various usage and Payment status reports relating to pending and authorised Payments or otherwise, as between You and such other ComPay Clients, such reports to be in a form and to include such details as the Licensor determines in its sole discretion.

20. The Licensor will make reasonable efforts to ensure the availability of ComPay. You acknowledge that ComPay may not be available from time to time, including, without limitation, as a result of acts of God, war, terrorism, conditions or events of nature, civil disturbances, work stoppages, equipment failures, power failures, fire or other similar events or breakdowns, operational failures or similar causes. When ComPay is unavailable you may need to make alternative payment arrangements.

21. Subject to clause 20:

a) The Licensor is not responsible for any losses or delays in transmission of instructions arising out of any computer virus or similar associated with any of your devices or those of which you use;

b) The Licensor is not responsible for any Loss that You or any other person may suffer should You or a Nominated User give it any incorrect instructions;

c) You are solely, entirely and irrevocably responsible for the information provided to ComPay, for the access that Your Nominated Users have to ComPay, for any use of ComPay by Your Nominated Users, and for any use of ComPay by any person using the credentials of any Nominated User, including where You or Your Nominated User has made payment to another ComPay client; and

d) If another ComPay Client owes You monies which are not received through ComPay when due, Your remedy is against the other ComPay Client and not the Licensor, except where the Licensor is holding such monies and has failed to forward the monies to You in accordance with its obligations.

22. Warranties, Limitation of Liability and Indemnities:

Licensor’s liability for withheld Payments. Except to the extent such liability cannot be excluded under non-excludable applicable law, the Licensor shall not be liable to You or to any other person for any Loss which You or such other person may suffer or arising in any way directly or indirectly in connection with, or as a consequence of the Licensor withholding Payments:

where caused by You, Your Nominated User or any matter beyond the Licensor’s reasonable control; or
where arising from unauthorised instructions or unauthorised use of Your CCN and/or login details, or that of Your Nominated User/s.

Suspension, restriction or blocking of Your access to ComPay:

Licensor may, in its absolute discretion, suspend, restrict or block Your access to ComPay at any time under the following circumstances:

(i) where necessary in order to conduct maintenance of ComPay (in the event of any planned maintenance, Licensor will give You at least 24 hours’ prior notice before taking ComPay offline);

(ii) to comply with the Licensor’s legal obligations;

(iii) upon termination of this ComPay Client Licence Agreement;

(iv) if such action is necessary for security reasons, including but not limited to actual or suspected unauthorised access, fraudulent activity or compromised ComPay user credentials; or

(v) if there is an actual or suspected misuse or activity likely to cause technical issues or service disruption, such as performance degradation or security vulnerabilities.

Licensor is not liable to You for any Loss which You suffer as a result of any such suspension, restriction or blocking of Your access.

Output Information. You agree to check all output information produced by ComPay, including but not limited to statements, to determine if such information is correct, and will promptly report any errors discovered therein to the Licensor by contacting the Licensor at:

Phone: 1300 881 055

Email: [email protected]

Liability and Remedies. To the extent that the Licensor may not exclude any condition, guarantee or warranty under the Australian Consumer Law (set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (ACL) or other similar applicable law, the scope and duration of such condition, guarantee or warranty shall be the minimum permitted under such law and the Licensor limits its liability for breach of any such condition, guarantee or warranty as follows, at its option:

(a) in the case of goods, to: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and

(b) in the case of services, to: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.

Other than any non-excludable guarantees (if any) implied into the Agreement under the ACL or similar state or territory law, all conditions, warranties and guarantees that would be implied in this Agreement are hereby excluded from this Agreement.

Except to the extent such loss cannot be excluded from the Agreement under non-excludable applicable law, neither party is liable to the other party for any loss of profits, loss of business opportunity, loss of revenue (other than caused by a party’s failure to pay to any fees or other amounts expressly payable under this Agreement), loss of savings or loss of data, or for any other consequential or indirect loss or damage, and whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not.

A party shall not be liable for any non-performance of its obligations under the Agreement where caused by the other party’s acts or omissions or by the personnel of the other party.

Each party (the first party)’s liability for any loss or damage that the other party incurs that is caused by the first party in one or more events, that is not otherwise excluded by the provisions of the Agreement, is limited, in the aggregate, to $20,000, except:

(a) with respect to an obligation to make or receive any Payment, fees or other charges in accordance with this Agreement;

(b) with respect to any Chargeback, Reversing Item or Default;

(d) with respect to any liability that cannot be excluded by applicable law.

23. The Licensor reserves all rights not expressly granted to You under this Agreement and retains ownership of all copyright, trademarks, advertising and promotional material and other intellectual property rights in relation to and subsisting in ComPay.

24. Either party may terminate this Agreement without cause by providing twenty-eight (28) days prior written notice to the other party.

25. The Licensor reserves the right to immediately and without prior notice to You, withdraw, or temporarily suspend access to ComPay in the event that:

a) You fail to comply with any obligation that You have in relation to this Agreement that is irremediable, or that is remediable that remains unremedied within seven (7) days of written request by the Licensor;

b) the Licensor is advised to do so by any bank, Visa, MasterCard, Diners, or Amex;

c) fraud or Your inability to comply with your obligations under this Agreement in respect of Chargebacks is suspected;

d) You are suspected of not meeting security standards set out by the Licensor’s bank, any Acquirer, Facilitator or card scheme providers.

26. Either party may terminate this Agreement in the event that the other party (the defaulting party) fails to comply with any obligation that it has in relation to this Agreement that is irremediable, or that is remediable that remains unremedied within seven (7) business days of receiving written request from the other party requiring the defaulting party to remedy the breach.

27. Either party may terminate this Agreement by written notice to the other party if the other party suffers an Insolvency Event, except where such termination would contravene the Corporations Act 2001 (Cth).

28. The Licensor may, in its discretion, terminate or deactivate Your access to ComPay if Your account has been inactive for a continuous period of twelve (12) months. The Licensor will provide at least 30 days’ prior written notice before taking such action. Reactivation following any deactivation is at the Licensor’s discretion and subject to Your compliance with all then‑current requirements, fees, technical prerequisites and obligations under this Agreement. No right to reactivation arises where access has been terminated.

29. Termination of this Agreement does not affect any accrued rights of either party.

30. On termination of this Agreement for any reason:

a) You must immediately cease and must procure that Your Nominated Users immediately cease using ComPay;

b) We may terminate Your, and Your Nominated Users’ access to ComPay;

c) Any rights which by their nature are intended to survive termination, shall so survive; and

d) Each party remains liable for any amounts that are due and payable by it to the other party under this Agreement.

31. A party may not assign or novate its rights and obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing provisions of this clause, the Licensor may at any time assign or novate its obligations under this Agreement in connection with a merger or sale of its assets or shares, without Your prior written consent.

32. Subject to the provision of not less than twenty-eight (28) days’ notice to You, this Agreement, including fees, may be changed by the Licensor from time to time. If the changes are not acceptable to You then Your remedy is to terminate under clause 24.

33. If you are a trustee then You enter into this Agreement, and assume all Your obligations under it, both personally and in Your capacity as a trustee. You warrant that You have all necessary power and authority under the trust deed to enter into and be bound by this Agreement.

34. If a provision of this Agreement is void, invalid or voidable against, or is unenforceable by a party but would not be void, invalid, voidable, or unenforceable if it were read down or severed and is capable of being read down or severed, it is to be read down or severed accordingly. The reading down or severance of such provision will not affect the validity or enforceability of the other provisions of this Agreement or the application of such provisions to any person or circumstance and all other provisions will remain in full force and effect.

35. This Agreement is governed by the laws of the State of New South Wales, Australia and both parties submit to the jurisdiction of the Courts of that State and of the Commonwealth of Australia in relation to any proceedings and disputes concerning this Agreement.

36. By issuing a CCN to You, the Licensor accepts Your offer to enter into this Agreement.

37. Disputed Transactions

a) If You believe there has been an error in Debiting Your Account/s, You may notify Us directly on 1300 881 055 and confirm that notice in writing with Us via [email protected], as soon as possible so that we can resolve Your query more quickly, or lodge a claim through Your Financial Institution.

b) If We conclude as a result of our investigation that Your Account/s has been incorrectly debited, We will respond to Your query by arranging for Your Financial Institution to adjust Your Account/s (including charges) accordingly. We will also notify You in writing of the amount by which Your Account/s has been adjusted.

c) If We conclude as a result of our investigation that Your Account/s has not been incorrectly debited, We will respond to Your query by providing You with the reasons and any evidence for this finding.

d) Any queries You may have about an error made in debiting Your Account/s may be directed to Us in the first instance so that We can attempt to resolve the matter. If We cannot resolve the matter, You can refer to Your Financial Institution which will obtain details from You of the disputed transaction and may lodge a claim on Your behalf.

38. The Agreement is the entire agreement between you and the Licensor about its subject matter and supersedes all other proposals, arrangements, representations or agreements between you and the Licensor about its subject matter. Without limiting the foregoing provisions of this clause 38, any terms of trade, purchase order terms or other terms and conditions that you issue to the Licensor (whether before or after the Agreement is entered into) are not binding and do not form part of the Agreement.

39. The relationship between You and the Licensor is non-exclusive and nothing in this Agreement will:

a) prevent the Licensor from supplying any goods or services to any third party in the Licensor’s absolute discretion; or

b) prevent You from engaging any third party to provide You with any goods or services in your absolute discretion, unless this Agreement specifies otherwise.

40. The Licensor is an independent contractor and nothing contained in this Agreement creates any relationship of partnership, employment, joint venture or agency between You and the Licensor.

41. A provision of or a right under this Agreement may not be waived except in writing signed by You and the Licensor.

42. Definitions:

“Acquirer” means the bank(s) and/or card scheme(s) from time to time, that provide a merchant facility or facilities to the Facilitator.

“Authorised Instruction” means an instruction provided to the Licensor by written or electronic means capable of being reproduced in writing (i.e., printed screenshot format, facsimile or e-mail) which, with reasonable clarity, instructs the Licensor to make a Payment to a particular ComPay Client. An Authorised Instruction submitted after Settlement Time on a Business Day is deemed to have been submitted at the start of business on the next Business Day.

“Business Day” means a day other than Saturday, Sunday or a public holiday in New South Wales.

“CCN” means a unique ComPay Client Number.

“Chargeback” means where the Licensor and/or the Acquirer refuses to accept a Payment, or the Licensor and/or the Acquirer determines that it is Invalid or otherwise unacceptable to the Licensor and/or the Acquirer.

“CCN” has the meaning given in clause 2.

“ComPay” means an electronic accounts payable/receivable management system that serves as an industry clearing house, tailored for the freight and logistics industry.

“ComPay Client” means You and/or another party registered, or deemed to have registered, with ComPay.

“Credit Item” has the meaning given in clause 7.

“Debit Item” has the meaning given in clause 4.

“Default” means:

(a) a failure by a Client to pay any amount due to OneStop under ComPay or any related agreement when due;

(b) a direct debit request, payment instruction or other transaction initiated by or on behalf of the Client being dishonoured, reversed, declined or otherwise not honoured for any reason, including insufficient funds, account closure, invalid account details or a stop payment instruction; and/or

“Delivery Order” has the definition given by the relevant terminal.

“Direct Debit Request” means a request made by You to the Licensor for the Licensor to debit a Nominated Bank Account.

“Disputed Nominated Account Payment” is a payment which has been disputed by You evidenced by way of written notification to the Licensor by any Acquirer or Facilitator.

“Facilitator” means a merchant nominated by the Licensor, being a company which has no other business than to facilitate Licensor Charge transactions and which has no borrowings.

“Insolvency Event” means, in respect of a party: (a) the party ceases to carry on business, is unable to pay its debts as and when they fall due, or is deemed to be insolvent or bankrupt; (b) a receiver or a liquidator or provisional liquidator or an administrator is appointed to the party, or an application (including voluntary application filed by that party) is lodged or an order is made or a resolution is passed for the winding up (whether voluntary or compulsory) or reduction of capital of that party; (c) where the party is a partnership, the partnership is dissolved or an application is made for its dissolution; (d) the party suspends payment of its debts to the other party or a third party, or the party takes the benefit of any law for the relief of insolvent debtors; or (e) anything analogous or having a substantially similar effect to any of the events described in (a) through (d) above occurs under the law of any applicable jurisdiction.

“Invalid” in respect of a Payment from a Nominated Card Account(s), means:

The Payment is illegal; or
The Payment has not been conducted according to this Agreement; or
The 3 or 4 digit security code on the Nominated Card Account is forged or unauthorised or is insufficient to enable a drawing on the relevant account; or
The credit/charge card is not valid at the time of the Payment; or
The Licensor has otherwise told You not to use the Nominated Card Account(s); or
The Payment is not authorised by the cardholder or authorised credit/charge card user; or
Details on the cardholder’s copy of the Payment voucher does not match those on all other copies; or
The payment voucher is incomplete or illegible; or
You give the Cardholder cash in relation to a charge/credit card Payment; or
You split Licensor Charge transactions sales across multiple Payments to avoid any limit set by the Licensor from time to time; or
The Payment is for anything other than a ComPay related Payment; or
Someone other than You provided the goods or services listed; or
You didn’t supply or don’t intend to supply the goods or services listed; or
The Payment is specified in a currency, or the transaction to which the Payment relates was in a currency, other than Australian currency; or
This Agreement was not in force on the date of the Payment; or
You did not record reasonable identification details of the cardholder or the validity dates on the credit/charge card (MOTO); or
You utilise ComPay to direct funds to Your own Nominated Card Account(s) and/or Nominated Bank Account(s); or
You have not complied with this Agreement; or
Authorisation for the Payment is declined for any reason; or
The credit/charge cardholder disputes the Payment for any reason; or
The credit/charge cardholder makes a claim for a set-off or a counterclaim.

“Invoice” means an invoice You present or is presented to You in ComPay for payment.

“Licensor Charge” has the meaning given in clause 9.

“Loss” means any and all loss, liability, cost, damage and expense (including reasonable legal and accounting fees and expenses).

“Master Administrator” is a Nominated User nominated by You in the ComPay Application Form or any replacement person nominated in writing by You with the permissions as further described in clause 1(c).

“Nominated Bank Account” means the bank account or any of the bank accounts nominated by You in Your registration details, or otherwise notified to and accepted by the Licensor.

“Nominated Card Account” means the credit or charge card account or accounts nominated by You in Your registration details, or otherwise notified to and accepted by the Licensor.

“Nominated User” means a person You or Your Master Administrator authorise/s to use ComPay on Your behalf and who has been issued a unique ComPay username and password. Unless otherwise agreed in writing by the Licensor, a Nominated User must be Your employee, officer or director.

“Pay Anyone Transaction” means each payment excluding any Licensor Charge payment, made via ComPay by You to a person who is not a ComPay Client.

“Payee” means the ComPay Client that receives payment using ComPay.

“Payer” means the ComPay Client that makes a payment using ComPay.

“Payment” means each payment made via ComPay:

To You;
From You;
To a ComPay Client; or
From a ComPay Client

resulting in any Debit Item or Credit Item, including those that may subsequently form part of a Reversing Item.

“ Reversing Item” has the meaning given to it in clause 16.

“Settlement Time” means 3:30 pm (AEST or AEDT, as applicable) on a Business Day in Sydney, New South Wales, or such other time as the Licensor notifies You from time to time, in accordance with this Agreement.

“Storage” has the definition given by the relevant terminal.

II. ComPay Application Form

Available online as part of the registration process.

III. Direct Debit Request Form

Available online as part of the registration process.


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