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Question 1 - Product Disclosure Statement and ComPay Client Licence Agreement

 

Product Disclosure Statement

ComPay Payment Service

Part A General Information

1. Introduction

1.1 Issuer

This Product Disclosure Statement (PDS) has been prepared by 1-Stop Connections Pty Ltd (1-Stop). 1-Stop does not hold an Australian Financial Services Licence (AFSL). Non-cash payment facilities are offered by 1-Stop pursuant to an intermediary authorisation agreement between 1-Stop and emerchants Payment Solutions Limited ABN 30 131 436 532 (AFSL No. 404131) ( emerchants). Under that agreement, emerchants agrees to offer to arrange the issue of the ComPay Payment Service to clients of 1-Stop under section 911A(2)(b) of the Corporations Act 2001 (Cth) (Corporations Act).

If you have any questions or need more information concerning the ComPay Payment Service, 1-Stop can be contacted at:

Level 7, 376 Bay Street

Brighton Le Sands NSW 2216

Ph: 1300 881 055

Fax: +61 2 9567 9967

E: helpdesk@1-stop.biz

1.2 About this PDS

This document is the PDS for the ComPay Payment Service issued by 1-Stop Connections Pty Ltd. The PDS for the ComPay Payment Service contains important information regarding the ComPay Payment Service, 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 01 October 2014.

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, 1-Stop will issue a new or supplementary PDS or will make the updated information available via the internet at compay.1-stop.biz under the “Contact Us” link. A physical copy of the current PDS can be obtained free of charge by phoning 1300 881 055 or emailing helpdesk@1-stop.biz.

2. The Product

2.1 Overview of the product

1-Stop provides the ComPay Payment Service in connection with the freight invoicing system also operated by 1-Stop Connections Pty Ltd ( 1-Stop).

1-Stop provides specialist solutions for supply chain participants in the import and export of goods to and from Australian ports, including a central system for sending and receiving freight related invoices. The ComPay Payment Service can be used to make and receive payments in respect of such invoices. Freight providers can submit invoices for payment into 1-Stop. Freight customers can use the ComPay Payment Service to authorise the payment of the invoices. Where this occurs, 1-Stop will debit the freight customer’s nominated bank account and forward the money to the freight provider.

1-Stop has 2 payments facilities – the direct entry payments facility and the credit card payment facility. These facilities are discussed below.

Use of the ComPay Payment Service and its facilities are governed by the ComPay Client Licence Agreement, Identification Request Form, Direct Debit Request Form and the Direct Debit Request Service Agreement Form. These documents are included in Part B of this Product Disclosure Statement. Use of the 1-Stop freight invoicing system is governed by the 1-Stop Terms and Conditions, which are included in Part C of this Product Disclosure Statement.

DIRECT ENTRY PAYMENTS FACILITY

Payments will be made through the ComPay Payment Service in accordance with the following process supported by the Australian Payments Clearing Association’s Bulk Electronic Clearing System (BECS) and 1-Stops’ sponsorship into BECS via its bank:

· Cut-off time for transactions to be included in the daily debit will be 3:30pm AEDT each business day. Transactions approved after 3:30pm AEDT, on weekends or public holidays will be included in the next available business day processing.

· At the end of each business day, 1-Stop will debit each freight customer’s nominated bank account with the aggregate amount of all its authorised invoices for that day and will hold the funds in a clearing account. The bank account is in the name of 1-Stop Connections Pty Ltd.

· Amounts debited from freight customers will be held in the clearing account for a period as agreed and allowed by 1-Stop’s banking facility provider for its direct debit facilities.

· At the end of this period, 1-Stop will then make a payment to each freight provider which is equal to the aggregate of all of the provider’s invoices that were previously authorised and debited from the freight customer’s bank account. Payments will be made to the freight provider’s nominated bank account.

· All debits and credits are aggregated for each customer based on the transactions approved up to the daily cut-off time of 3:30pm AEDT, with detailed reporting available for each via the ComPay Payment Service.

· 1-Stop reserves the right to limit (or cap) the daily amount to be debited from freight customer bank accounts.

Interest will not be paid to users of the ComPay Payment Service in respect of amounts held in the Clearing Account.

Users of the ComPay Payment Service will provide 1-Stop with a signed Direct Debit Request Form for their nominated bank accounts to enable 1-Stop to debit payment for authorised invoices. This is a requirement of the BECS regulations, and is also a requirement for 1-Stops’ banking facility provider’s sponsorship of 1-Stop into the Direct Entry system.

Should a direct debit instruction against a ComPay Payment Service user’s bank account result in a direct debit default (due to insufficient funds, bank account closure, user’s bank blocking direct entry transactions, etc.) 1-Stop will, at its discretion:

· Charge the freight customer a default fee for each transaction represented by the defaulted amount; and either

· Continue with the payment instruction to the freight provider’s bank account and seek recovery from the freight customer; or

· Prevent payment to the freight provider.

Where a payment is made based on a defaulted debit, 1-Stop may, at its discretion, recover the defaulted value from the freight providers paid.

1-Stop will review the on-going membership status of the customer should the customer experience three or more direct debit defaults.

“1-STOP AS MERCHANT” CREDIT CARD PAYMENTS FACILITY

This product allows external parties to make credit card payments to ComPay Payment Service customers with 1-Stop acting in the capacity of the credit card merchant. Via ComPay, the external party can process a payment to a ComPay Payment Services customer by nominating the payment details including credit card type, number, expiry and CVV number, invoice amount and the ComPay Customer Number (CCN) that is to receive the payment. 1-Stop will:

· Increase the value charged to the credit card holder to include the credit card processing fee (CCPF) calculated by the ComPay system, and a credit card transaction fee. The CCPF and the credit card transaction fee will be retained by 1-Stop. The credit card holder is required to approve the adjusted value at the time the transaction is authorised.

· Process the credit card transaction approval following submission by the external party.

· Acquire the value of the payment via its merchant facility with its bank. Note that different credit card companies will settle acquisition value up to 2 days after the card transaction is approved.

· Hold the funds in a clearing account for a period as agreed with the banking facility. The Credit Card Clearing Account is in the name of 1-Stop Connections Pty Ltd and is held on trust for the users of the ComPay Payment Service.

· After one day, the process to pay the ComPay Payment Services customer will be initiated either through the Direct Entry Processing product or via Direct Credit processing, at the discretion of 1-Stop.

· Should a credit card transaction result in a dispute query from the cardholder, 1-Stop will consult with the ComPay Payment Services customer who has received value to determine the authenticity of the transaction. At the discretion of 1-Stop, a fee may be charged for this action (see Fees and Other Costs).

· Should a credit card transaction result in a chargeback from the card holder, 1-Stop will either:

o At 1-Stops’ discretion, charge the ComPay Payment Services customer a chargeback fee (see Fees and Other Costs) and collect this fee from the customer via direct debit; and either

o Prevent payment of the value to the ComPay Payment Services customer if the value has not already been paid; or

o Using direct debit, collect the value of the chargeback from the customer.

Should the ComPay Payment Services customer incur a significant number of chargebacks, 1-Stop will review the ongoing availability of the merchant capability to the customer. This review may result in the merchant capability being withdrawn from the ComPay Payment Services customer.

2.2 Benefits

The following benefits are available when using the ComPay Payment Service:

· Save time and money by eliminating cheque books, couriers and bank fees;

· 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 immediately upon payment of storage to terminals; and

· Simple reconciliation, as ComPay matches invoice and payment information.

3. Significant risks

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

(a) Ability to make payments

By using the ComPay Payment Service, 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 and holding your funds in the clearing account and Credit Card Clearing Account.

(b) Unavailability of the service

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

(c) Unauthorised transactions

There is a risk your account may be compromised and subject to an unauthorised transaction or other types of fraudulent activity. You will be responsible for any unauthorised transactions or unauthorised use of your 1-Stop or ComPay Payment Service login details. You will also check all output information produced by the ComPay Payment Service, including, but not limited to statements, to determine if such information is correct, and will promptly report any errors discovered to us.

(d) Reversed transactions

If you receive a payment that is reversed for any reason, unless we agree otherwise, you will be liable to us for the amount of the reversed transaction plus any applicable fees.

4. Fees and Taxes

4.1 Fees and costs

The fees and costs are at the discretion of 1-Stop and may be changed at any time. If they are changed you will be given prior written notice of the change.

Event

(incl GST)

How Charged

Paid By

Details

1

“Invoice” payment fee

$1.76

Per Invoice

Payer

Charge per invoice paid

2

“Delivery Order” payment fee

$1.76

Per Delivery Order

Payer

Charge per delivery invoice paid

3

“Storage” payment fee

$1.76

Per Storage Invoice

Payer

Charge per storage invoice paid

4

“Invoice” present fee

$1.76

Per Invoice

Presenter

Charge per invoice presented to ComPay user

5

Monthly Account Maintenance Fee (Cargowise Edi)

$27.50

Per Month

ComPay Customer

System maintenance fee charged to Cargowise Edi integration users

7

Monthly Credit Card Processing Fee

$55.00

Per Month

Credit Card Payment Receivers

Monthly merchant charge for receiving credit card payments

8

Chargeback Fee

$55.00

Per Chargeback

Credit Card Payment Receivers

Charged for processing credit card payments charged back by cardholders’ bank

9

Disputed Credit Card Payment Fee

$27.50

Per Dispute

Credit Card Payment Receivers

Charged for processing credit card payments disputed by card holders

10

Default Fee

$110.00

Per Transaction

Payer

Charged for direct debits rejected by banks

11

Credit Card Transaction Fee

$1.76

Per Payment

Payer

Charged for processing credit card payment

12

Credit Card Payment Credit Card Processing Fee (CCPF)

Charged as per individual user contract

Per Payment

Credit Card Payment Payer

Credit Card Processing Fee paid by cardholder and calculated as a percentage of the transaction value

4.2 Responsibility for taxes

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

5. Other important information

Bulk Electronic Clearing System Limits

1-Stop is sponsored into the Australian Payments Clearing Association’s BECS system via a major Australian bank. As such, 1-Stop is subject to annual review by the bank to ensure that 1-Stop 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 1-Stop, 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, 1-Stop is unable to provide certainty that the full value of debits will be processed on the day of processing, with the result to some debits and associated credits may be delayed to the next available processing day. 1-Stop 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 place on 1-Stop by its bank.

6. Problems or disputes

If you have any questions, problems or disputes please contact us. When you provide feedback to us, we have the opportunity to improve our services to you.

You can contact 1-Stop at:

Level 7, 376 Bay Street

Brighton Le Sands NSW 2216

Ph: 1300 881 055

Fax: +61 2 9567 9967

E: helpdesk@1-stop.biz

Our Direct Debit Request Service Agreement and the ComPay Client Licence Agreement (see Part B of this Product Disclosure Statement) detail additional procedures regarding disputes.

1-Stop will aim to resolve your query as soon as possible and at least within 45 days.

If we are unable to resolve your complaint within 45 days or you are dissatisfied with how your complaint was handled or its outcome, you can refer your complaint to the Financial Ombudsman Service (FOS), an independent external dispute resolution scheme covering applicable Australian customers. FOS can be contacted at:

Phone: 1300 780 9808

Fax: (03) 9613 6399

Mail: Financial Ombusdman Service, GPO Box 3, Melbourne VIC 3001

www.fos.org.au

7. Privacy and confidentiality

1-Stop may collect personal information about you in the course of providing the ComPay Payment Service to you. 1-Stop 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 compay.1-stop.biz.


Part B ComPay Client Licence Agreement and Application Form

COMPAY CLIENT LICENCE AGREEMENT

This is an AGREEMENT between 1-STOP CONNECTIONS PTY LTD ABN 58 102 573 544 of Level 7, 376 Bay Street, Brighton Le Sands, NSW, 2216, Australia, (the Licensor), and the party registering their details with the Licensor for the purpose of applying for that party to be able to use ComPay (You). The Licensor provides ComPay.

By ticking the box below and selecting ‘I Agree’, the person undertaking such action acknowledges that as part of the registration process they have read and agree to the terms and conditions in this Agreement AND that they are authorised to enter this Agreement on behalf of and bind You (whether you are a company, partnership, trust, other entity or an individual).

You agree that:

1 You will:

(a) Provide to the Licensor accurate registration details, including bank account details and/or credit card details. You will also provide to the Licensor an executed Direct Debit Request and associated Direct Debit Request Service Agreement, the form and content of which is acceptable to the Licensor and any such other documents as the Licensor reasonably requires; and

(b) Maintain with the Licensor accurate registration details, including bank account details and/or credit card details, where applicable.

2 Upon receipt of the information and documents referred to in clause 1(a), the Licensor may in the Licensor’s sole discretion, provide You with a ComPay Client Number (“CCN”) and unique login details to enable You and any Nominated Users to use ComPay to process Payments in Australia. You must maintain the secrecy and security of Your login details and You must use Your best endeavours at all times to prevent any unauthorised use.

3 The Licensor’s obligations under this Agreement arise only once a CCN has been issued. Upon issue of a CCN, the Licensor authorises You and Your Nominated Users, to access and use ComPay for the purposes referred to in clause 2 above.

4 Each Day, the Licensor will debit each of Your Nominated Bank Account(s) 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). Once given, an Authorised Instruction is irrevocable. The Licensor is under no obligation to check any Authorised Instruction or Nominated Bank Account(s) details.

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

6 The Licensor may, in its absolute discretion:

(a) Limit the dollar value of Payments that can be the subject of an Authorised Instruction or a Debit Item(s) on a 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) where the terms of Your Direct Debit Request enable it to do so.

7 Each 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 Day before the previous Day (and any subsequent days that are not a Day, such as a weekend), (“Credit Item”).

8 Where the Licensor receives an Authorised Instruction from You or a Nominated User to make a Pay Anyone Transaction, You acknowledge and irrevocably authorise the Licensor to withhold settlement of such funds until they are made freely available by the Licensor’s Bank, or at least until the third Day following the Day upon which You gave to the Licensor the Authorised Instruction.

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 plus the costs of any CCPF, in accordance with Authorised Instructions from You or a Nominated User, plus any ComPay fees and charges where relevant (“Card Charge”). You agree that each such Card Charge is a permissible debit to the Nominated Card Account. Once given, an Authorised Instruction is irrevocable. 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 signatory 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 (i) as to its credit card processing fee to the Acquirer; and (ii) 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 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 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, as to entitlement to the gross amount. There will no fee charged by the Licensor in respect of any debits or credits to Your Nominated Bank Account in relation to the 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 fees as follows:

(a) A fee of AUD1.76 incl GST for ‘Invoice’ payment that is made via ComPay
A fee of AUD1.76 incl GST for ‘Delivery Order’ payment that is made via ComPay
A fee of AUD1.76 incl GST for ‘Storage’ payment that is made via ComPay;

(b) A fee of AUD1.76 incl GST for each invoice you present in ComPay;

(c) A fee of AUD5.00 plus GST for each International Payment You make via ComPay;

(d) A fee of AUD5.00 plus GST for each International Payment You receive via ComPay;

(e) An account maintenance fee of AUD25.00 plus GST per calendar month for each CCN issued to You whereby You and/or a Nominated User may access ComPay by way of a third party system;

(f) A credit card processing fee of AUD50.00 plus GST per calendar month for each CCN issued to You whereby You and/or a Nominated User uses the Licensor as Your credit card merchant

(g) You must also pay any fees arising as a consequence of Your using ComPay (including, without limitation, financial institution and government fees and charges and Your costs of using the internet).

(h) Chargebacks. For each Chargeback, You will pay the Licensor a fee of AUD50.00 plus GST. You undertake to use Your best endeavours and effect best practises to minimise fraud and Chargebacks.

(i) Disputed Nominated Card Account Payments. With respect to Your Nominated Card Account(s), each disputed Payment initiated by You, shall incur a fee of AUD25.00 plus GST.

(j) Default Payments. For each Payment that forms part of a Debit Item that is rejected by the financial institution with whom Your Nominated Bank Account is held for any reason whatsoever (a “Default”), You will pay the Licensor a fee of AUD100.00 plus GST.

(k) Some of these fees may be paid on Your behalf by another ComPay Client. This will be done automatically at the time of the transaction if that Payment meets the criteria set by the other ComPay Client.

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 fee as set out in clause 12 above, will again be charged and payable.

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

15 The Licensor will provide You with a tax invoice 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 value is not received by the Licensor from the ComPay Client who authorised the Payment, for example where there is a Default (Reversing Item) or Chargeback.

17 You irrevocably waive any and all rights to dispute:

(a) Any Debit Item where the Licensor provides evidence of You and/or any of Your Nominated Users, having given an Authorised Instruction for that Debit Item; and

(b) Any Credit Item which will be deemed to be authorised upon notification of the same from a financial institution; and

(c) Any Card Charge where the Licensor provides evidence of You and/or Your Nominated Users, having given an Authorised Instruction for that Card Charge; and

(d) Any Reversing Item, Chargeback and/or ComPay fee charged or made in accordance with this Agreement.

18 In order 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 may as often as it reasonably requires, credit and debit Your Nominated Bank Account(s) and/or process a Card Charge and refund in the amount of AUD5.00 each.

19 You hereby consent to having Your name and CCN listed within ComPay as a ComPay Client.

20 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 other ComPay Clients, such reports to be in a form and to include such details as the Licensor determines in its sole discretion.

21 ComPay is provided as is and may be upgraded from time to time. The Licensor will make reasonable efforts to ensure 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.

22 Subject to clause 21:

(a) The Licensor is not responsible for any losses or delays in transmission of instructions arising out of the use of any Internet Service Provider or computer software or hardware or in consequence of any computer virus or related problems or for any other reason whatsoever;

(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 and for any use of ComPay by Your Nominated User; 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.

23 Warranties, Limitation of Liability and Indemnities:

Licensor indemnity. To the extent permitted by 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, You or a Nominated User using ComPay, including, without limitation:

(a) Where a Payment is not made either at all or promptly and whether or not authorised or made in accordance with instructions;

(b) Whether caused by You, Your Nominated User, the Licensor or its agents or by any financial institution;

(c) Where arising from unauthorised instructions or unauthorised use of your CCN and/or login details; or

(d) Should ComPay be unavailable for any reason whatsoever or be withdrawn or suspended at any time.

Your indemnity. You shall be liable to the Licensor for, and shall indemnify and hold the Licensor and its directors, officers, employees and agents harmless from and against, any and all Loss which the Licensor and its directors, officers, employees and agents may suffer or which it or they may incur which arise from or out of or as the result of or is in any way connected with the use by You and/or Your Nominated Users of ComPay.

Errors. 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.

No Warranties. While the Licensor will endeavour to provide all services it is liable to provide under this Agreement in accordance with generally prevailing industry standards (if any) and practices, it does not warrant that they will be free of error or interruption. Subject to the paragraph entitled Remedies in this clause 23, there are no warranties, written or implied, of merchantability or fitness for a particular purpose applicable to any services provided by the Licensor or to any goods or materials supplied in connection therewith.

Remedies. The exclusion of or limitations to the Licensor’s liability contained herein are made to the full extent permitted by law. Notwithstanding any other provision of this Agreement, where any law implies any term, condition or warranty which cannot be excluded, restricted or modified at all or only to a limited extent, the term, condition or warranty will apply, except to the extent it can be excluded, restricted, modified or limited. The Licensor’s liability for any breach of any such term, condition or warranty to the extent it can be limited is limited at the Licensor’s option, to supplying of the services again, or the payment of the cost of having the services supplied again.

24 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.

25 The terms of this Agreement are, and all information in relation to ComPay is, confidential and will remain so. You and/or Your Nominated Users may not, without prior written permission from the Licensor, disclose the terms of this Agreement, or any information whatsoever in relation to ComPay, unless required to do so in the proper performance of this Agreement, as may be required by applicable law or the rules of any stock exchange, or for the purposes of receiving legal or financial advice.

26 You may terminate this Agreement on the provision to the other of ninety (90) days’ written notice. On termination:

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

(b) All rights that You have under this Agreement shall cease; and

(c) You remain liable for any amounts that are due by You to the Licensor under this Agreement or which would have become due under this Agreement had it not been terminated.

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

(a) You fail to comply with Your obligations in relation to this Agreement;

(b) if advised to do so by any Bank, Visa, MasterCard, Diners, or Amex;

(c) if fraud or Your inability to meet charge backs is suspected;

(d) if You are suspected of not meeting security standards set out by the Bank or card scheme providers; or

(e) on the provision of twenty-eight days written notice to You.

28 Only the Licensor may assign or novate its rights and obligations of this Agreement.

29 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 26.

30 If you are a trustee then You enter into this Agreement, and assume all of 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.

31 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.

32 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.

33 By selecting the “I Agree” button, You offer to be legally bound by this Agreement and the person clicking “I Agree” warrants that he/she has full authority and power to offer on Your behalf to enter this Agreement and thereby bind You (including, where You are a trustee, to bind You in Your personal capacity and in Your capacity as trustee of the Trust).

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

35 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 screen shot 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 Day is deemed to have been submitted at start of business on the next Day.

“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.

“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 with ComPay.

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

“Day” means a day on which Westpac Banking Corporation is open for usual banking business in Sydney, Australia.

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

“Default” has the meaning given in clause 12.

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

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

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

(a) The Payment is illegal; or

(b) The Payment has not been conducted according to this Agreement; or

(c) 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

(d) The credit/charge card is not valid at the time of the Payment; or

(e) The Licensor has otherwise told You not to use the Nominated CardAccount(s); or

(f) The Payment is not authorised by the cardholder or authorised credit/charge card user; or

(g) Details on the cardholder’s copy of the Payment voucher does not match those on all other copies; or

(h) The payment voucher is incomplete or illegible; or

(i) You give the Cardholder cash in relation to a charge/credit card Payment; or

(j) You split Card Charge transactions sales across multiple Payments to avoid any limit set by the Licensor from time to time; or

(k) The Payment is for anything other than a ComPay related Payment; or

(l) Someone other than You provided the goods or services listed; or

(m) You didn’t supply or don’t intend to supply the goods or services listed; or

(n) The Payment is specified in a currency, or the transaction to which the Payment relates was in a currency, other than Australian currency; or

(o) This Agreement was not in force on the date of the Payment; or

(p) You did not record reasonable identification details of the cardholder or the validity dates on the credit/charge card (MOTO); or

(q) You utilise ComPay to direct funds to Your own Nominated Card Account(s) and/or Nominated Bank Account(s); or

(r) You have not complied with this Agreement; or

(s) Authorisation for the Payment is declined for any reason; or

(t) The credit/charge cardholder disputes the Payment for any reason; or

(u) The credit/charge cardholder makes a claim for a set-off or a counterclaim.

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

“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 authorise to use ComPay on Your behalf.

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

“Payment” means each payment including any Card Charge payment, made via ComPay:

(a) To You;

(b) From You;

(c) To a ComPay Client; or

(d) From a ComPay Client

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

“Settlement Time” means 3:30pm in Sydney, New South Wales, or such other time as the Licensor notifies the Licensee from time to time, in accordance with this Agreement

 

Part C 1-Stop Connections Pty Ltd Terms and Conditions

1-Stop’s Terms and Conditions can be found at http://www.1-stop.biz/Pages/TermsConditions.aspx

 
 
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  • Corporate Details (Legal Name, Trading As, ABN, ACN, etc)
  • Address Details
  • Relevant Phone and Fax Numbers
  • Bank Account Details (Payable and Receivable Accounts)
  • Credit Card Details (optional)
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