Terms and Conditions

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TradeEpay Platform, promotional and competition Terms and Conditions.

TradeEpay Platform Terms and Conditions

These Platform Terms between you (if you are an individual) or your organisation (if you are representing an organisation) (User; you) and TradeEpay Australia Pty Limited (TradeEpay, us, we) apply to your use (including use by your employees, contractors, agents) of TradeEpay’s service across any of our platforms, including via the TradeEpay Website, the TradeEpay Contact Us page, the TradeEpay Web Application or through an application programming interface (API) integration to your website or information system (TradeEpay Platform).

By registering (whether via the TradeEpay website, the TradeEpay Contact Us page, or the TradeEpay Web application) to use the TradeEpay Platform, you, or your organisation, agree to be bound by these Platform Terms and the Privacy Policy

The TradeEpay Platform may only be used in relation to services to be performed within Australia.

User registration and access

You will need to register and provide details about yourself, your company (including company name and ABN), and / or your profession before using and accessing the TradeEpay Platform.

When you register and provide all of the required details, your email address will become your username and you will need to create a password. You must log in using your username (email address) and unique password to use the TradeEpay Platform.

You must maintain the confidentiality of your password. You are responsible for all activities that are conducted using your User Credentials whether or not you have authorised such use. Your User Credentials and your right to use the TradeEpay Platform are personal to you and you must not authorise others to use your User Credentials. It is a condition of use of the TradeEpay Platform that you ensure that your contact details are kept up-to-date and accurate. You can change or correct your information by logging-in to your profile.

You can request that your User Credentials be disabled by contacting TradeEpay at customersupport@tradeepay.com.au . You can also change or correct your information by logging-in to your TradeEpay profile.

You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account.

By registering and clicking “Register”:

Where the User is an individual, you agree to be bound to these Platform Terms.
Where the User is a corporation or other organisation:
1. The User acknowledges and agrees that its representative is agreeing on behalf of the corporation or other organisation to be bound by these Platform Terms; and
2. The User warrants that the User’s representative has the authority to agree to these Platform Terms on behalf of the User.

You must contact us immediately if you believe someone has gained unauthorised access to your account.

Services

1.1 You may use the TradeEpay Platform for the purposes of:

(a) communicating (including the sharing of images, video, and other digital content) with other Users in respect of Projects and/or Sub-Projects in which both you and such other Users are involved.

(b) Uploading documents (including quotes, contracts, and other relevant materials) relating to Projects and/or Sub-Projects.

(c) depositing money into the TradeEpay Trust Account as Held Money or Allocated Held Money to fund the Stage Payment in respect of a Stage.

(d) authorising the Trustee to complete each Stage Payments by consenting to the release of Allocated Held Money from the TradeEpay Trust Account upon satisfaction (or waiver) of applicable Milestones for that Stage.

(e) in respect of any Allocated Held Money allocated to be payable to you, reallocating that Allocated Held Money to be payable to another User in accordance with clause 1.2(b).

(f) requesting payments of Allocated Held Money allocated to be payable to you from the Trust Account, once the conditions for such Allocated Held Money to be released (including any applicable Milestones) are met in accordance with these Platform Terms.

(g) anything ancillary or incidental to any of the purposes referred to in clauses 1.1(a) to 1.1(f) inclusive,

provided that:

(h) each Project and each Sub-Project must have at least one ;

(i) each Stage must have:

(a) a Stage Payment; and

(b) Milestones;

(k) if a Stage is to be divided into multiple :

(i) each consent referred to in clause 4(f) has been obtained (including to each new Stage Payment and Milestone).

(ii) each new Stage has a Stage Payment.

(iii) any Allocated Held Money which was originally allocated to the Stage to be divided is divided between the new Stages for the purposes of satisfying each Stage Payment); and

(iv) each new Stage has its own Milestones.

1.2 If you are obliged to make a payment in respect of a Stage (Relevant Stage Payment), you must ensure that at or before the commencement of work for that Stage an amount equal to the Relevant Stage Payment is paid into the TradeEpay Trust Account as Held Money and allocated as Allocated Held Money to the Relevant Stage Payment and the relevant User who is intended to receive such Relevant Stage Payment.

1.3 In respect of each Stage, upon the satisfaction of all Milestones for that Stage, if the Trustee has received the authorisation of:

(a) each User (or their authorised representative) which:

(i) contributed Allocated Held Money; and/or

(ii) has previously made any reallocation in respect of any Reallocated Amount which is designated to be payable; and

(b) if a financier who funds any Allocated Held Money is registered on the TradeEpay Platform in respect of the relevant Stage as requiring that its consent be provided before such Allocated Held Money is released (Instructing Financier), such financier (or its authorised representative),

in respect of the Stage Payment for that Stage, such Allocated Held Money (including any such Reallocated Amount) shall be released from the TradeEpay Trust Account and paid by the Trustee to the User (or Users) to which it is allocated to be payable.

1.4 You acknowledge and agree that:

(a) any release of Allocated Held Money (including any Reallocated Amount) in payment of a Stage Payment must in aggregate be for the full amount of the Stage Payment, and Allocated Held Money may not be released in partial payment of any Stage ;

(b) we may release any money and/or do or omit to do any other thing (including releasing or procuring the Trustee to release of any amount from the TradeEpay Trust Account, or declining to make any payment) to the extent we consider that it is required to comply with any applicable law or any order from a Governmental Agency, or that any Transaction or payment carried out or proposed to be carried out by a User is suspicious, erroneous or fraudulent, and neither we nor our Payment Services Providers shall be liable for any such act or omission;

(c) we are not liable for or in connection with, and you release us from any liability for any loss sustained or incurred by you arising in connection with, or as a result of, any act or omission of any Government Agency, or payment system.

(d) we make no representation or warranty to you in respect of any User or any service which it provides in any respect.

(e) the Trustee may deduct from each payment made from the TradeEpay Trust Account:

(i) any service fee or other fee which we charge from time to time in connection with the TradeEpay Platform, as set out on our website from time to time, which is not prohibited by law; and

(ii) any fees, expenses, charges, taxes, or duties payable by us in connection with making or facilitating a payment to any User, including any fee or charge payable by us to a Payment Services Provider which is not prohibited by law; and

(f) in respect of each Project and Sub-Project, on the TradeEpay Platform:

(i) only a User to which Allocated Held Money is allocated to be payable may reallocate such Allocated Held Money to be payable to another User.

(ii) the amount of any Stage Payment may not be varied without the consent of each User which is obliged to pay such Stage Payment or allocated to be paid such Stage Payment.

(iii) a User may not agree to any reduction to a Stage Payment where it would reduce the linked Allocated Held :

(A) payable to that User below the aggregate number of Reallocated Amounts that User has reallocated to other Users; or

(B) without limitation to paragraph (A), below the aggregate amount of Allocated Held Money which is allocated as being payable to persons other than that User; and

(iv) any other details in respect of a Stage (including its Milestones) may not be varied without the consent of:

(A) each User which requests or is obliged to carry out work for such Stage or has any claim in respect of any Allocated Held Money expected to be released upon the satisfaction of all Milestones for such Stage; and

(B) any Instructing Financier (or its authorised representative)

Disputes

Where there is a dispute between Users, you acknowledge and agree that:

(a) we can, upon request by a User, provide a reference to a qualified third-party mediator to assist in settling the dispute. However, the decision to appoint any mediator, arbitrator or other dispute resolution practitioner and the arrangements in respect of any costs and expenses in connection therewith shall be settled between the relevant Users which are a party to that dispute.

(b) we may permit any mediator, arbitrator or other dispute resolution practitioner appointed by the relevant Users access to information in respect of the relevant Project (including in respect of any relevant Sub-Project, Stage, Stage Payment, Milestones, Allocated Held Money and/or Reallocated Amount) and any communications in connection thereto on a read only basis; and

(c) where it has been determined as the result of any mediation, arbitration, or other dispute resolution that a payment will be made from any Held Money, the Trustee may make such .

Use of the TradeEpay Platform

You must use the TradeEpay Platform in accordance with these Platform Terms and all applicable laws. You must not:

(a) subject to the warranty provided by us below, use the TradeEpay Platform in a way which may infringe the rights of any third parties.
(b) use the TradeEpay Platform in a way which may breach any applicable laws.
(c) interfere with or disrupt the integrity or performance of the TradeEpay Platform, or upload or permit any virus or malicious code to adversely affect the TradeEpay Platform or any associated equipment or TradeEpay Platform, including that of our third party TradeEpay Platform providers.
(d) restrict or inhibit any other user from using or enjoying the TradeEpay Platform.
(e) reverse engineer, decompile or disassemble or otherwise attempt to derive the source code of the TradeEpay Platform or any part of it; or
(f) copy, reproduce, publish, exploit, or use any part of the TradeEpay Platform for the purpose of resale, to offer or make available products or services similar to the TradeEpay Platform or for any purpose other than as expressly permitted under these Platform Terms.

Without limitation, you must not upload to the TradeEpay Platform, or use the TradeEpay Platform to send to another person, any content that is offensive, infringing, or inappropriate. You must not use the TradeEpay Platform to harass another person, or to engage in any illegal conduct.

We will take reasonable steps to ensure that information provided by us on TradeEpay’s website, and the TradeEpay Platform is complete and accurate, and that the TradeEpay Platforms will be continuously available. However, we make no representation and give no warranty that the TradeEpay website or TradeEpay Platform will be error free, or available for any particular period or at any particular time.

We may change the functionality of the TradeEpay Platforms from time to time without notice to you, in order to reflect changes to our product and service offering, to improve the delivery of existing services or to improve the security of the TradeEpay Platforms. We will give advance notice of any changes wherever practicable to do so.

TradeEpay reserves the right to charge platform, transaction, subscription, or other fees, in which event, TradeEpay will amend these terms and conditions and notify you in writing. If you do not wish to continue using the TradeEpay Platforms, you may terminate these Platform Terms in accordance with the “Termination” section below.

Maintenance

We plan several scheduled maintenance windows each year in order to maintain and increase the availability and performance of the TradeEpay Platforms. We will make commercially reasonable efforts to provide you with at least forty-eight (48) hours prior notice via email to the email address provided by you to us.

In the event of unscheduled outages, we will notify you via email to the email address provided by you to us. We will make commercially reasonable efforts to provide this notification within twelve (12) hours of the commencement of the outage. Such notice shall include an estimated time of restoration of services if we can reasonably make such determination. Once the outage is resolved and services are restored, we will provide a follow-up notice via email to you as soon as reasonably possible explaining the reason for the outage, the duration of the outage, and the corrective action taken by us, if appropriate.

Client-specific terms

The clauses in this section “Client-specific terms” apply if you are a Client. “Client” means a User who procures services from another User. For avoidance of doubt, a User may be both a Client in respect of services it receives and a Contractor in respect of services it provides.

You acknowledge and agree that:

(a) we do not verify the credentials of any Contractors who offer services using the TradeEpay Platform, and we are not endorsing those Contractors.
(b) when you engage a Contractor, it is your sole responsibility to verify that the Contractor is appropriately qualified, insured and licensed to perform your job, and enter into a separate contract with the Contractor.
(c) nothing in these Platform Terms affects or replaces any contract between you and the Contractor.
(d) we do not make any representations about any Contractor offering services through the TradeEpay Platform, including that any Contractor is qualified, insured and/or licensed to provide those services, or that the services will be of acceptable quality.
(e) it is your responsibility to ensure that you comply with all applicable laws in relation to your property and the receipt of services from Contractors, including laws relating to GST and other taxes; and
(f) TradeEpay is not liable for any act or omission of the Contractor or any of its subcontractors, including the failure or delay in providing services to you.

You indemnify us for all loss or damage (however caused) incurred or suffered by us, including any claim made against us by a third party, arising from or in connection with:

(a) any services provided by a Contractor to you.
(b) any personal injury or death of Contractor or a Contractor’s personnel on your premises, or whilst carrying out services for you; and
(c) your failure to pay or release payment, including a failure to instruct us to release payment, to a Contractor for services provided by you.

Contractor-specific terms

The clauses in this section “Contractor-specific terms” apply if you are a Contractor. “Contractor” means a User who provides services to another User.

You acknowledge and agree that:

(a) we do not verify any information of Clients, including their ability to pay your fees.
(b) we do not make any representation about any Client, including that a Client will pay your fees, even when you complete your services to the Client.
(c) when you agree to provide services to a Client, it is your responsibility to verify their ability to pay and enter into a separate contract with the Client.
(d) nothing in these Platform Terms affects or replaces any contract between you and the Contractor.
(e) it is your responsibility to select and manage sub-contractors in the provision of services to Clients.
(f) it is your responsibility to ensure that you comply with all applicable laws in relation to your business and the provision of services to Clients, including laws relating to GST and other taxes, and accounting requirements.
(g) TradeEpay is not liable for any act or omission of any Client, including their failure or delay in paying you or directing us to release payment to you.

You indemnify us for all loss or damage (however caused) incurred or suffered by us, including any claim made against us by a third party, arising from or in connection with:

(a) any services provided by you to a Client, including services provided through a sub-contractor.
(b) any personal injury or death of a Client or damage to any Client’s premises; and
(c) any failure or delay by you or your subcontractors to provide services to a Client, or any failure by you or your subcontractors such services to any required or agreed standard.

Data and Intellectual Property

You acknowledge and agree that all Intellectual Property Rights (as defined below) in the TradeEpay Platform, including the software, any modifications to the software, the Derivative Products (as defined below) or any other data or deliverables proprietary to us and/or our service providers used by or provided to you in connection with the TradeEpay Platform (excluding any Data, as defined below), are and remain our property and/or the property of our service providers and you acquire no such right or interest in such property.

We acknowledge that all Data remains your property.

You grant to us and our service providers a worldwide, non-exclusive, perpetual, irrevocable, royalty free licence to use the Intellectual Property Rights in the Data to the extent required to enable us and our service providers to provide you with the TradeEpay Platform. You warrant that the use of the Data by TradeEpay as permitted by these Platform Terms, will not infringe any third party’s rights (including Intellectual Property Rights) or breach any law, and you agree to indemnify TradeEpay and our respective employees, officers, consultants, contractors and agents against any liability suffered arising from any claims by third parties that such use infringes the rights of a third party or breaches any law.

The provisions under this “Data and Intellectual Property” section survive termination of these Platform Terms.

Privacy

Any personal information collected by us through your use of this website will be dealt with in accordance with our Privacy Policy and Appendix A.

Security and storage

We store all data used in connection with the TradeEpay Platform (including your Data) in our ordinary IT systems, including in cloud servers or the servers of third parties. Please refer to https://www.tradeepay.com.au/security/ an overview of the security implemented by us. You agree that we need not take any additional steps to secure your Data beyond our ordinary security steps. We will also not be liable for any loss or damage you suffer because of technical issues caused by a third party, or for reasons that are beyond our reasonable control. Without limiting any other provisions of these Platform Terms, you acknowledge that use of the TradeEpay Platforms necessarily involves transmission of your Data over networks that are not owned, operated, or controlled by us, and we are not responsible for any of your Data lost, altered, intercepted, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.

Liability

We will not be liable for any disruption or suspension to the TradeEpay Platform due to circumstances beyond our reasonable control, including as a result of unavailability of third-party software, services, or infrastructure (including telecommunications infrastructure), fire, storm, flood, earthquake, act of terrorism or war, industrial action, and compliance with any Governmental Agency directive.

To the maximum extent permitted by law:

(a) despite any other provision in these Platform Terms, neither TradeEpay, nor any of its employees, officers, consultants, contractors and agents will be liable to you or any other person or entity for any special, indirect or consequential loss or damage (howsoever caused, including due to negligence) arising out of or in connection with these Platform Terms (including for non-availability or use of the TradeEpay Platform including any APIs made available to the User, or use or reliance on information contained in or linked to or from the TradeEpay Platform ); and
(b) the liability of TradeEpay or any of its employees, officers, consultants, contractors and agents under or in connection with these Platform Terms (including for negligence, non-availability or use of the TradeEpay Platform, including any APIs made available to the User, or use or reliance on information contained in or linked to or from the TradeEpay Platform) is limited to the supply of the relevant service again or the payment of the cost of having that service resupplied.

Other than those expressly set out in these Platform Terms or any statutory guarantees that cannot be excluded, TradeEpay does not provide any warranty, either express or implied, in relation to your use of the TradeEpay Platform or as to the availability, quality, currency, completeness, accuracy or suitability for any particular purpose of the information contained in the TradeEpay Platform, including as to data outputs or any Derivative Product.

TradeEpay does not endorse the platform or website of any User or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third-party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby.

To the extent permitted by law, TradeEpay will not be liable for any act or omission of any third party, including, but not limited to, a User’s financial institution, any payment system, any third-party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system.

Nothing in these Platform Terms restrict, exclude, or modify any rights that cannot be excluded under any applicable law including the consumer guarantees set out in the Competition and Consumer Act 2010 (Cth). If any law implies a condition or warranty into these Platform Terms which cannot lawfully be excluded then, to the maximum extent permitted by law, our liability for any breach of such implied term will be limited, at our option, to the total subscription fees paid for the TradeEpay Platform during the 12 months period preceding the event upon which the liability is predicated, or to the supply of the relevant service again or the payment of the cost of having that service re-supplied.

The provisions under this “Liability” section survive termination of these Platform Terms.

Third party providers

We may rely upon third parties to provide certain communications and technical infrastructure and services to support provision of the TradeEpay Platforms and may subcontract all or part of the TradeEpay Platforms without your consent.

In relation to payment processing services, you agree to be bound to the additional terms in Appendices A and B, as applicable. We will notify you of the additional terms that apply to you on the relevant payment page.

Suspension and maintenance

We may restrict or suspend your access (and your Authorised Users’ access) to the TradeEpay Platform if you or an Authorised User breaches these Platform Terms, or if a Payment Services Provider suspends its services in accordance with its agreement with us.

Your access to the TradeEpay Platform may also be restricted or suspended for purposes of performing maintenance.

Termination

These Platform Terms continue until terminated in accordance with this section or the “Force Majeure” section.

You may terminate your access to the TradeEpay Platform via email to support@TradeEpay.com.au provided that you do not have a Transaction open in your account, in which event, we will promptly deactivate your account.

We may terminate this Agreement and your access to the TradeEpay Platform at any time for convenience by written notice to you. If we do this, we will refund any of your funds held in the TradeEpay Trust Account to you (other than any amount which is Allocated Held Money).

We may terminate these Platform Terms immediately by written notice to you if

(a) you breach these Platform Terms, and the breach is incapable of remedy.
(b) you breach these Platform Terms, and the breach is capable of remedy, and you fail to remedy that breach within 14 days of us giving you a written notice requiring you to do so: or
(c) we reasonably believe that you have used the TradeEpay Platform in a way not permitted by law.

We may rely on third parties to provide the infrastructure for TradeEpay’s software as a service utilised by the TradeEpay Platform and should access to such infrastructure be terminated for any reason, TradeEpay is not liable for any disruption or suspension of the TradeEpay Platform and reserves the right to terminate or cease provision of the TradeEpay Platform to you by no less than 90 days’ written notice to you.

If these Platform Terms are terminated for any reason, we shall provide you with reasonable assistance as required to provide you with a copy of your Data.

On termination of these Platform Terms, any clause intended by its nature to survive termination, will continue to operate.

We may block any Internet Protocol (IP) address from accessing the TradeEpay Platforms at any time in our discretion, if we have reasonable grounds to believe that the IP address has been used, or will likely be used, to use the TradeEpay Website in a manner contrary to these Platform Terms.

Force Majeure

Force Majeure means a circumstance beyond the reasonable direct or indirect control and without the fault or negligence of the party claiming force majeure, including but not limited to accident, fire, explosion, epidemic, strike, lockout, labour conditions, civil disturbance, riot, any act of God, act of war, terrorist incident, cyclone, flood, storm, or earthquake.

Delay in or failure of performance by a party (other than the payment of money) does not constitute a breach of the agreement evidenced by this document by that party if and to the extent that the delay or failure is caused by a Force Majeure, provided the party claiming Force Majeure:

(a) promptly gives notice to the other party of the occurrence of the Force Majeure providing details of the Force Majeure and its anticipated likely duration and effect; and
(b) uses its best endeavours to resume fulfilling its obligations as promptly as possible and gives notice to the other party with written notice of the cessation of the Force Majeure.
If a delay caused by Force Majeure continues for more than 15 days, either party may terminate these Platform Terms immediately by giving written notice to the other party.

Changes to Platform Terms

We reserve the right to update or amend these Platform Terms at any time. You should check this page from time to time to make sure you are aware of any changes. If you do not agree with these changes, you may terminate these Platform Terms in accordance with the “Termination” section above.

The parties will discuss in good faith any consequential change required to these Platform Terms of Use if a third party who provides any of the software as a service infrastructure used by TradeEpay to provide the TradeEpay Platform changes the terms on which they provide such infrastructure.

Your access and use of the TradeEpay Platform following agreement on any changes to the Platform Terms will be on the amended Platform Terms.

Additional Terms

These Platform Terms constitute the entire agreement between you and TradeEpay and replace and supersede any and all oral agreements that you may have with us, as well as any prior written agreements with us.

If any provision of these Platform Terms is found to be invalid or unenforceable, the provision is deemed severed from these Platform Terms and the remainder of the terms will continue in full force and effect.

You must not assign or novate these Platform Terms, or your rights or obligations under these Platform Terms, to another party without our prior written consent.

If one party waives any term or provision of the Platform Terms at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under these Platform Terms, that party retains the right to enforce that term or provision at a later time.

Despite anything to the contrary, TradeEpay may set-off or deduct from any monies payable to the User under these Platform Terms any liability or any entitlement TradeEpay may have against the User (whether under these Platform Terms or otherwise) unless prohibited by law.

These Platform Terms will be governed by and construed in accordance with the laws in force in New South Wales, and you unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales

Glossary

In these Platform Terms, unless the context otherwise requires:

“Allocated Held Money” means any amount held in the TradeEpay Trust Account which has been allocated through the TradeEpay Platform to a User in respect of a Stage Payment.

“Business Day” means a day which is not a Saturday, Sunday or public holiday in Sydney, New South Wales.

“Client” has the meaning given the “Client-specific terms” section. “Contractor” has the meaning given the “Contractor-specific terms” section.

“Data” means data, content and material received by us from you and/or your Authorised Users in connection with the TradeEpay Platform, including data, content and material uploaded to or sent using the TradeEpay Platform.

“Derivative Products” means any report, program, enquiry tool or information product or service we provide that incorporates the Data.

“Governmental Agency” means:

any statutory, public, judicial, or other authority, including, without limitation, any government, semi or local government, city, municipal, health, licensing or civic authority or body; or
a person (whether autonomous or not) who is charged with the administration of a law.

“Held Money” means any amount paid into the TradeEpay Trust Account by a User.

“Instructing Financier” has the meaning given in clause 1.3(b).

“Intellectual Property Rights” means any patent, copyright, trademark, trade name, design, trade secret, know how or other form of confidential information or any right to registration of such rights and any other form of intellectual property right, whether arising before or after the commencement of these Platform Terms.

“Milestone” means, for each Stage, each condition which is required to be satisfied before the Allocated Held Money for that Stage may be released to the User(s) to which it is intended to be paid.

“Payment Services Providers” means service providers engaged by us from time to time to provide payment processing services, including at Zai and Zepto.

“Project” means an arrangement between Users in respect of which one or more Contractors provides services to and/or undertake work for one or more Clients. A Project may (but does not need to) include one or more Sub-Projects but must have at least one Stage.

“Reallocated Amount” has the meaning given in clause 1.2(b).

“Stage” means, in respect of any Project or Sub-Project, a stage of the Project or Sub-Project which is designated as such on the TradeEpay Platform. Each Stage may only relate to a single Project (and, if it relates to a Sub-Project, only to that Sub-Project).

“Stage Payment” means any payment made or to be made by a Client for work to be done or services provided by a Contractor in respect of a Stage.

“Sub-Project” means an arrangement between Users in respect of which one or more Contractors provides services to one or more Clients, where such arrangement forms part of a larger Project. A Sub-Project must have at least one Stage.

“TradeEpay Trust Account” means the trust account operated by us (or a person designated by us) for the purposes of holding and dealing with Held Money in accordance with these Platform Terms.

“Transaction” means any arrangement between a Client and a Contractor in connection with such Users utilise the TradeEpay Platform.

“Trustee” means the person nominated as the trustee of the TradeEpay Trust Account.

“User Credentials” means your username and password.

“Zai” means Zai Australia Pty Limited (ABN 96 637 632 645).

“Zai Service Terms” means the terms of service set out in Appendix A.

“Zepto” means Zepto Payments Pty Ltd (ABN 61 604 057 598).

Appendix A – Zai Service

You acknowledge that Zai Australia Pty Ltd provides TradeEpay services for the collection of the transaction proceeds (net of platform fees payable to TradeEpay Australia Pty Ltd, if any) in respect of a Transaction or Transactions.

By using the TradeEpay Platform, You agree to Zai Australia Pty Ltd collecting Your personal information from www.TradeEpay.com.au, or from the financial institution involved in the Transaction, in order to provide you with services. If the personal information is not provided, Zai Australia Pty Ltd may not be able to collect the transaction proceeds for the You.

Zai Australia Pty Ltd may disclose Your personal information to a service provider to verify Your identity or to enable Zai Australia Pty Ltd to provide the services. The disclosure to service providers may include those located overseas or who may host or access your personal information overseas.

You authorise us to provide to Zai Australia Pty Ltd on your behalf any assistance, information, instructions, or authorisations necessary for Zai Australia Pty Ltd to carry out its services for the collection and/or disbursement of the transaction proceeds in respect of any Transaction, including if any Transaction is disputed or any chargeback, payment reversal or refund is being sought in connection with a Transaction, to:

(a) in the case of a refund, provide timely instructions to Zai Australia Pty Ltd, including whether to accept or reject the refund request; and
(b) where a chargeback, payment reversal or refund is payable in respect of the Transaction, do anything necessary or desirable to give effect to that chargeback, payment reversal or refund.

The countries we may transfer, disclose, or store Your personal information to are:

The United States of America
United Kingdom
New Zealand
Philippines and
Singapore

Where information is transferred, disclosed, or stored overseas, Zai Australia Pty Ltd will seek to ensure the recipient has security systems to prevent misuse, loss, or unauthorised disclosure in line with Australian laws.

Zai Australia Pty Ltd may also use Your personal information for other purposes such as marketing and promotion of our products and services, market research and development, customer communications and surveys, direct marketing, and creation of statistical information and data analytics.

If You wishes to opt out of receiving direct marketing, You may contact Zai Australia Pty Ltd at support.hellozai.com

A copy of Zai Australia Pty Ltd’s Privacy Policy can be obtained at: https://hellozai.com/company/policies/privacy-policy

By selling items on www.TradeEpay.com.au, the Seller also agrees to be bound by Zai Australia Pty Ltd’s User Agreement which are located at: https://hellozai.com/company/policies/end-user-agreement

Appendix B – Zepto Service Terms

Zepto Proforma DDR (which may be updated from time to time at Zepto’s sole discretion and is available at https://www.zepto.com.au/ddr/):

You request and authorise Zepto Payments Pty Ltd (User ID #492448, 531942, 543948, 543950, 543949, 543954, 538925, 543947, 543955, 543956, 543957, 543958, 543962, 613600, 613601, 613602, 613603, 613604, 613605, 613606, 613607, 613608, 613609) on behalf of the Payment Initiator with whom You have a Direct Debit agreement, to arrange through its own financial institution, to debit from Your nominated account any amount the Payment Initiator has deemed payable by You.

This debit or charge will be made through the Bulk Electronic Clearing System (BECS) from Your account held at the financial institution You have nominated below and will be subject to the terms and conditions of the Direct Debit Request Service Agreement.

Zepto does not accept any liability for the provision, merchantable quality, or fitness for purpose of the underlying goods or services provided to the User by the Payment Initiator and/or merchant and therefore the User holds Zepto harmless for any Claim that may arise from the non-provision of services by the Payment Initiator and/or merchant or any other Claim that may be made against the Payment Initiator and/or merchant under Consumer Law

Zepto Proforma DDRSA (which may be updated from time to time at Zepto’s sole discretion and is available at https://www.zepto.com.au/ddrsa/):

Terms and Conditions of Zepto’s Direct Debit Request (DDR) Service Agreement

INITIAL TERMS: Zepto will debit Your nominated account for the amounts and at the frequency of payments as agreed between You and the Payment Initiator with whom You have a Direct Debit agreement and authorised by the Zepto DDR contract authorised and accepted by You.

CHANGE OF TERMS: Terms may be changed immediately with the approval of the Payment Initiator or within the parameters of the Digital Agreement issued by the Payment Initiator and approved by the User. This is managed through the Zepto Platform.

DEFERRING OR STOPPING A PAYMENT Should You wish to defer a payment to another date You must contact the Payment Initiator before the date of that payment to request the deferment. Deferments are entirely at the discretion of the Payment Initiator. You may request to stop an individual payment through the Zepto Platform however You will still be liable to make this payment to the Payment Initiator.

ALTERING THE SCHEDULE Should You wish to alter the payment frequency or day to Debit contact the Payment Initiator. Altering schedule is solely at the discretion of the Payment Initiator. The Payment Initiator may charge a fee for this Service. The Payment Initiator shall notify You of these fees. Any changes made will not affect the total amount You would otherwise have paid over the minimum term of Your Contract.

CANCELLING THE PAYMENTS You can cancel this Direct Debit Request Service Agreement at any time through the Zepto Platform. Cancellation of the authority to debit Your account will not terminate Your contract or remove Your liability to make the payments You have agreed to with the Payment Initiator.

DISPUTES If You dispute any debit payment, You must notify the Payment Initiator immediately. The Payment Initiator will respond to Your dispute within 7 working days and will immediately refund the amount of the debit if they are not able to substantiate the reason for it. If You do not receive a satisfactory response from the Payment Initiator to Your dispute, contact Zepto who will respond to You with an answer to Your Claim within 5 Business Days if Your claim is lodged within 12 months of the disputed drawing, or within 30 Business Days if Your Claim is lodged after 12 months from the disputed drawing.

BUSINESS DAYS When the day to debit falls on a weekend or public holiday the debit will be initiated on the next working day.

DISHONOURED PAYMENTS It is Your responsibility to ensure that on the due date, cleared funds are available in Your nominated account to meet the Direct Debit payment. Should Your payment be dishonoured, You authorise Zepto to debit Your account when cleared funds become available in Your nominated bank account.

ENQUIRIES may be directed to enquiries@zepto.com.au.

YOUR OTHER RESPONSIBILITIES In addition to those already mentioned, You are responsible for ensuring that Your nominated account is able to accept Direct Debits. If it is not, it is Your responsibility to provide Zepto with a new account number.

Introduction

The Payment Initiator wishes to Direct Debit the User’s bank account in exchange for services provided by the Payment Initiator. This document outlines the rights and responsibilities that You, the User, have with regard to the ability of Zepto Payments Pty Ltd to directly debit Your nominated bank account for any instalments or Fees due by You under the terms and conditions of this Contract and DDR Service Agreement, the terms of which are stated below. Should You have queries regarding Your Contract, or the DDR form You should in the first instance contact Zepto.

Parties to Contract

The parties to the contract are the Payment Initiator, the User and Zepto Payments Pty Ltd. All communication relating to this Contract is to be sent directly to Zepto. The User acknowledges that Zepto has been contracted by the Payment Initiator to collect the Instalments due under this Contract, and also acknowledges that all rights of the Payment Initiator pursuant to this Contract are able to be enforced by Zepto as if it were the Payment Initiator without any involvement on the part of the Payment Initiator or the consent of the User.

Payments

The User agrees to pay the instalment amount at the agreed payment frequency until this Contract is terminated in accordance with the Termination of Contract clause below. Should there be any arrears in payments, the User authorises Zepto to debit the outstanding balance in order to bring the account up to date.

Termination of Contract

The User may terminate this Contract before the expiry of the minimum term or payments if all the instalments and fees due up to the date of termination are paid, and in addition the cancellation fee as specified on the front of this Contract is paid to the Payment Initiator. Should the User enter into an agreement with the Payment Initiator which requires recurring or scheduled payments, then this Contract shall continue indefinitely until such time as the User requests Zepto to terminate, and all payments under contract have been made. Requests to cancel the Contract should be made directly with the Payment Initiator. Zepto will affect termination once it obtains instructions from the Payment Initiator to do so. The period of notice will be determined by the Payment Initiator. The Payment Initiator should contact Zepto if they have not received written confirmation of the termination within the period of notice specified by the Payment Initiator. The User shall not consider that this contract has been terminated until such time as this is confirmed until Zepto notifies the User. Termination of this Contract will also terminate the Direct Debit Request Service Agreement.

Breach of Contract

The User, Zepto and the Payment Initiator each hold reciprocal rights of termination for a material breach of any term or condition of this Contract. The Contract will be terminated upon receipt of written notice outlining and substantiating the relevant breach.

Enduring Payment Consent

Enduring Payment Consent: by entering into this agreement, the User acknowledges that the User is providing Enduring Payment Consent (for a one off or recurring payment) for Zepto to facilitate payments from You to the Payment Initiator and/or merchant for goods or services. The User agrees that this consent will be legally binding on the User until such time as the User terminates the enduring payment consent with the Payment Initiator or Zepto.

Contract Fees

No fee is payable by the User in connection with the authorisation of this Contract. A $50.00 fee is payable to Zepto by the Payment Initiator in the event that its act, omission, or error (for example, providing incorrect User information) results in Zepto having to rectify such an act, omission, or error.

Privacy

A User’s “Personal Information” (as that term is defined in the Privacy Act 1988 (Cth)) will only be used by Zepto to provide You with the services contemplated by this Contract. Zepto’s Privacy Statement is to be found on its website www.zepto.com.au/privacy

Liability

This Liability clause applies to Zepto’s Direct Debit Request (DDR) Service Agreement, only. To the extent permitted by Law, Zepto hereby excludes any liability of Zepto to the User in contract, tort, statute or in any other way for any injury, damage or loss of any kind whatsoever (including, without limitation, any liability for direct, indirect, special or consequential loss or damage), sustained by the User and/or any other Person, or for any costs, charges or expenses incurred by the User, arising from or in connection with this Contract and/or the services/products provided by Zepto, and/or any act or omission of Zepto.

Zepto does not accept any liability for the provision, merchantable quality or fitness for purpose of the underlying goods or services provided to the User by the Payment Initiator and/or merchant and therefore the User holds Zepto harmless for any Claim that may arise from the non-provision of services by the Payment Initiator and/or merchant or any other Claim that may be made against the Payment Initiator and/or merchant under Consumer Law.

Provision of Service

Change of location or ownership or the name of the Payment Initiator does not absolve the User of responsibilities under the terms and conditions of this Contract.

Promotion Terms and Conditions General

General
- The promoter of the Promotion is the Promoter.
- By entering this Promotion, Entrants agree to be bound by these Terms and Conditions. Information on how to enter and Offers form part of these Terms and Conditions.
Eligibility
- Entry is open only to the Entrants, excluding the Exclusions.
- This Promotion will be conducted during the Entry Period. Entries must be received by the Promoter during the Entry Period. Entries received after the Entry Period will not count towards the Promotion. The Promoter is not responsible for any late, lost or misdirected entries.
Entry
- To enter this Promotion, Entrants must complete the Entry, subject to the Limit.
- Entry to this Promotion via the Website is free.
- Entrants must personally and manually submit an Entry using an internet browser. The Promoter reserves the right to reject an Entry if it reasonably forms the opinion that an Entry has been created and/or submitted using automated entry means or a computer entry service.
- If entry to this Promotion via SMS is available:
  - the SMS Cost applies to each entry submitted by SMS; and
  - such entry is only available to Entrants with an SMS-compatible mobile phone handset connected to a service provider which permits text messaging to the promotional SMS number for this Promotion. Entries sent via internet or computer-generation are invalid and will be rejected.
- To be eligible to redeem the Offer, an Entry must not:
  - infringe the intellectual property or other rights of a third party;
  - be incomplete or illegible; or
  - be unlawful, defamatory, abusive, insulting, threatening, obscene, inflammatory, offensive or otherwise contain content which, in the Promoter’s sole discretion, is inappropriate or objectionable.
- The Promoter reserves the right to verify the validity of an Entry and to disqualify an Entrant for tampering with the entry process or for submitting an Entry that does not, in the Promoter’s sole discretion, comply with these Terms and Conditions.
- All Entries become the property of the Promoter.
Redeemer
- The Redeemers will be notified in accordance with the Notification.
- The Redeemer must claim the Offer within the Claim Period. The Promoter will not be responsible for any delay, loss or damage to the Offer once it has left the Promoter’s or supplier’s premises.
- If the Redeemer is under 18 years of age, the Offer will be awarded to the parent or legal guardian of the Redeemer on behalf of the Redeemer.
- If the Redeemer is unable to comply with these Terms and Conditions and/or does not claim the Offer within the Claim Period, the Promoter reserves the right to conduct an unclaimed Offer draw at the Unclaimed Offer Draw to distribute the Offer. The first valid Entry drawn will redeem the unclaimed Offer.
Offers
- The Offer consists of the Offer, valued at the Total Offer Value.
- The Redeemer’s use of the Offer is subject to:
  - the Offer Conditions; and
  - additional terms and conditions imposed by the supplier(s) of the Offer (if any), with which the Redeemer must comply.
- The Offer is not transferable and not redeemable for cash or other goods or services. The Offer must be taken as a whole and as stated in these Terms and Conditions. No alternative will be provided, and no compensation will be payable if the Redeemer is unable to use the Offer as such.
- For non-monetary Offers, the value of the Offer is the recommended retail price as provided by the supplier (inclusive of GST) and is correct as at the start of the Promotion.
- To the fullest extent permitted by law, if the Offer becomes unavailable for any reason, the Promoter, in its sole discretion, reserves the right to substitute the Offer with a Offer of equal or greater value and/or specification.
- If the Offer money payable to the Redeemer exceeds $5,000, it must be paid by electronic funds transfer or as otherwise agreed (other than in cash).
Disputes

These Terms and Conditions are governed by the laws of New South Wales, Australia. In case of a dispute, the courts of New South Wales, Australia will have non-exclusive jurisdiction.

Your information
- If an Entrant’s contact details changes between the date of entry and the Unclaimed Offer Determination, the Entrant must notify the Promoter of his/her updated contact details.
- The Promoter is bound by the Privacy Act 1988 (Cth). Entrants’ personal information will be collected by or on behalf of the Promoter to enable it to conduct the Promotion, publicise the name of the Redeemers and where Entrants have consented to the receipt of such information, send Entrants marketing, advertising and promotional material.
- Entrants’ personal information may be disclosed to third parties who assist the Promoter in conducting this Promotion, including regulatory authorities, entities which supply and deliver the Offers to the Redeemers, and marketing and communications agencies.
- The Redeemers’ names will be published and retained as required by relevant legislation and as specified in these Terms and Conditions.
- Entrants can contact the Promoter by mail at [insert address] or by telephone on [insert number], to request access to, or corrections of, the Entrant’s personal information held by the Promoter.
- The Redeemer consents to the Promoter’s use of the Redeemer’s name, likeness, image, picture, voice, statements, testimonials or quotations for promotional, marketing and publicity purposes in any media worldwide, without any fee being paid to the Redeemer.
Risk and liability
- To the fullest extent permitted by law, the Redeemer participates in this Promotion, and uses the Offer, at his or her own risk.
- To the fullest extent permitted by law, the Promoter, its related bodies corporate and the suppliers, agencies and other companies involved in this Promotion assume no responsibility for any error, omission, interruption, defect, delay in operation or transmission, or loss or damage to data.
- If this Promotion is not capable of running as planned for any reason (including as a result of technical failures, fraud or causes beyond the Promoter’s control), the Promoter may, in its sole discretion, cancel, suspend or change the Promotion and re-commence it on similar terms, subject to any directions by regulatory authorities.
- To the fullest extent permitted by law, the Promoter, its related bodies corporate and their respective officers, directors, employees and agents exclude liability for all loss (including loss of data, unauthorised access to data and consequential loss), damage, expenses, death or personal injury suffered or incurred arising out of, or in connection with, this Promotion (including in relation to the Redeemer’s participation in this Promotion and use of the Offer).
- These Terms and Conditions are subject to the applicable State or Territory trade promotion lottery laws and authorities.