Merchant Terms and Conditions (‘The Agreement’)
Pay It Later Pty Ltd ACN 626 319 720 (‘Pay It Later, us’) offers the Pay It Later service to selected merchants (‘you’, ‘your’ or ‘Merchant’). Pay It Later is a payment solution that allows you to sell goods or services to your Shoppers in a single transaction, receiving payment from us whilst we collect periodic payments (‘Repayments’) from the Shopper on your behalf (‘Shoppers’).
Pay It Later has agreed to grant you access to the Site, the Services, and use of certain Intellectual Property and Confidential Information as set out in this Agreement.
This Agreement sets out the basis on which you will be able to offer Shoppers the option to use Pay It Later.
Services offered by Pay It Later are subject to the Terms and Conditions stated below.
By using the Site or the Services or registering as a Merchant, you agree to be bound by this Agreement. If You do not agree to the Terms and Conditions set out below you must not use the Site or the Services.
TERMS AND CONDITIONS OF USE
- The Service
The Service operates as follows:
- a Shopper selects goods or services it wishes to purchase from the Merchant from the Merchant’s website;
- a Shopper chooses ‘Pay It Later’ as their payment method on checkout;
- the Shopper signs in or creates an account with Pay It Later;
- the Shopper enters their payment details, which are stored securely in a PCI-DSS compliant data warehouse;
- the Shopper agrees to our terms and makes their Initial Payment to us for your product or service using Pay It Later,
collectively, the Transaction.
- The Merchant dispatches the goods or services in accordance with their shipping/dispatch terms;
- Pay It Later will:
- Collect payment for the remainder of the Purchase Price on behalf of the Merchant;
- Pay the Purchase Price to the Merchant, less our Fees (Net Payment) within 7 Business Days of us receiving the Initial Payment from the Shopper,
For each Transaction, the Merchant must pay the Fees.
The Fees are broken down as follows:
- A fixed Service Fee charged per Transaction;
- A transaction fee calculated by multiplying the Transaction Percentage by the Purchase Price (inclusive of GST) (Transaction Fee);
- Administration Fee where any of the following events occur:
- a Shopper lodges a dispute, or;
- any of the events listed in clause 3.2(g) occur.
Pay It Later in its sole, absolute and unfettered discretion reserves the right to change any Fees charged for the Services or use of the Site at any time. In the event of an increase in the Fees, the amended Fees become payable 7 days after notice is given to you.
Unless otherwise stated Fees are quoted in Australian dollars.
At its sole discretion, Pay It Later may set off any Net Payment or other amount payable to you against any Fees payable to Pay It Later by you.
Pay It Later will pay any monies payable to you through your Nominated Account.
- Your Account
- Sign up
In order to be registered as a Merchant with Pay It Later you will need to:
- Complete the Application Form on the Site; and
- Agree to the terms of this Agreement.
Our acceptance of your application will be subject to our review of your website, products and business and we reserve the right to refuse your application if we are not satisfied with our findings.
Once you have been accepted as a merchant with Pay It Later you will be provided with a non-exclusive licence to use Pay It Later’s marketing material to promote the use of the Service to your Shoppers in accordance with the Brand Guidelines.
- Your Obligations
You acknowledge and agree that:
- You will abide by the Brand Guidelines when promoting Pay It Later;
- You must only promote Pay It Later if you are currently registered as a Merchant;
- You must install the relevant application on your website to enable the use of Pay It Later;
- Pay It Later may appoint other Merchants from time to time, including persons with businesses that compete with your business;
- You will fully cooperate with Pay It Later to resolve all potential and current disputes with Shoppers in relation to your business;
- Pay It Later is under no obligation to accept your application to use the Services, nor are we obliged to accept any Shopper or transaction;
- Pay It Later maintains the right to decline to provide you with the Net Payment, withhold from you the amount of any transaction or cost, or claw back any amount paid to the Merchant, to cover costs anticipated or actually incurred by Pay It Later in relation to:
- A Shopper that asserts in good faith, any claim, set off or counterclaim in relation to the products or services purchased (e.g. the products were not delivered or faulty);
- A fraudulent or illegal transaction;
- You not complying with a material term of this Agreement;
- If you wish to make the Services available to a Shopper, you will either:
- Access the Website, or app, at your physical store; or
- Make the Service available to the Shopper via your own website or other online portal; and
- Provide the Purchase Price and other details relating to the Transaction to the Shopper via your Website;
- By taking the steps in clause 3.2(h), you are making an irrevocable offer to the Shopper to enter into the Transaction on the basis of the payment details you provide, subject only to the Shopper’s application for the Service being approved.
- The Shopper will not be able to accept your offer (thereby making the Transaction binding as between you and the Shopper) unless the application for Service is approved by us.
- Once the application is approved, the Shopper will be able to accept your offer by providing the Shopper’s payment details to Pay It Later;
- You and the Shopper will be notified that the Transaction has been completed.
- If you receive this confirmation you will complete the transaction with the Shopper and will deliver or provide the relevant goods and/or services to that Shopper.
If you request a refund on behalf of a Shopper of the monies paid by it as part of the Transaction, within 21 days of purchase:
- You can process a partial or full refund to your Shopper through the Site subject to the terms set out in this clause;
- You must advise us of the amount to be refunded to the Shopper;
- We will refund the amounts paid by the Shopper relating to the amount specified in clause 3.3(b);
- Any of the Shopper’s outstanding payments to us will be cancelled once the refund is completed;
- You will be liable to us for the Purchase Price paid to you or part thereof that relates to the refund.
- You will remain liable to us for any Fees or Third Party Costs.
- No Fees or Third Party Costs will be refunded by Pay It Later to a Merchant in the event of a Shopper refund or return.
- We may adjust the Shopper’s Payment Schedule as we determine in our absolute discretion to take into account the reduction in payments payable by the Shopper.
Any refunds after 21 days of purchase must be processed by the Merchant directly.
- Intellectual Property
- Restricted Use
You will not use the Intellectual Property or Confidential Information to manufacture, have made, use or market a similar site or similar services in any location nor will You use the Intellectual Property or Confidential Information for any purpose other than expressly permitted by Pay It Later in writing.
Where Pay It Later has indicated to You that the whole or any part or parts of the Intellectual Property comprises Confidential Information You will not at any time during this Agreement or after its termination or expiry disclose such Confidential Information to any person without obtaining Pay It Later’s express prior written consent.
You may not and warrant that you will not:
- copy, produce, transmit, transcribe, store in a retrieval system, or translate in any language (natural or computer) any part of the Site, the Services, Intellectual Property or Confidential Information;
- transfer or attempt to transfer any part of the Site, the Services, Intellectual Property or Confidential Information or Your right to access them or otherwise make them available to any other person;
- attempt to discover Pay It Later’s source code;
- sublicense, rent or lease any portion of the Site, the Services, Intellectual Property or Confidential Information;
- reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Site or Services, or create derivative works from the Site, the Services, Intellectual Property or Confidential Information, except so far as such actions are permitted by applicable law notwithstanding this limitation or are approved in writing by Pay It Later;
- use the Site, the Services, Intellectual Property or Confidential Information for any illegal purpose;
- allow Your Account to be used for any illegal purpose; or
- allow Your Account to be used by another person for any purpose.
If You learn of any infringement or threatened infringement of the Intellectual Property or Confidential Information; or any common law passing-off which may cause deception or confusion to the public by a third party,
You must immediately notify Pay It Later in writing giving particulars of the infringement or threatened infringement so that Pay It Later may at its sole discretion institute and prosecute an action in respect of the infringement.
4.3 Costs for Breach
If Pay It Later is required by You or by an order sought by You to participate in any litigation in which You are involved whether under subpoena or order of a court of competent jurisdiction, including complying with any order for discovery or attending court to give evidence, You shall bear all costs incurred by Pay It Later in connection with the provision of such participation including Pay It Later’s costs for taking legal or other professional advice or representation on a full indemnity basis.
Further, you agree and acknowledge that where You take any action including legal action against or involving Pay It Later You will provide security for such costs to Pay It Later upon written demand.
Pay It Later shall have the right to terminate this Agreement immediately by written notice to You if:
- You become insolvent or unable to pay Your debts in the ordinary course of business.
- In the case of an individual, if a petition for bankruptcy is presented or in the case of a company, if a receiver or administrator is appointed.
- In the case of a company, you permit an order to be made or a resolution to be passed for the winding up of the company.
- You permit or propose a compromise or arrangement to be made between You and any of Your creditors.
- You assign all or part of Your assets for the benefit of any creditor.
- You or any of Your directors are convicted of a criminal offence which in the case of an individual could carry a term of imprisonment or in the opinion of Pay It Later has or has the potential to cause damage or injury to the reputation and standing of Pay It Later.
- You purport or attempt to transfer, assign or deal with this Agreement or the Site or Services without the written consent of Pay It Later.
- In Pay It Later ’s reasonable opinion, the processing of Your transactions exposes Pay It Later to an unacceptable level of risk.
- We identify or suspect any fraudulent or damaging activities or attempts to compromise Pay It Later, the Site or Services.
Pay It Later shall have the right to terminate this Agreement by notice in writing if:
- You fail to pay monies payable to Pay It Later on the due date or breach another term of this Agreement.
- You purport to or use the Site, the Services, Intellectual Property or Confidential Information in a manner not approved by Pay It Later.
- You (or Your directors or anyone or more of them) do or neglect to do anything which in Pay It Later’s opinion is likely to bring disrepute upon Pay It Later.
You have not remedied a breach (if it is capable of remedy):
- in the case of any obligation to comply with any statutory law or regulatory obligation relating to the Business the use of the Site or Services, within 7 days of written notice from Pay It Later; or
- in the case of any other obligation, within 14 days of written notice from Pay It Later.
Termination of this Agreement no matter how arising shall be without prejudice to the rights and obligations of the parties existing up to and including the date of expiry or termination including the right of the party terminating to seek and obtain damages for any breach of this Agreement by the other party or the other party’s servants or agents.
You may terminate this agreement with written notice if Pay It Later has committed a material breach of its obligations under this Agreement and has failed to remedy that breach within 30 days of being notified in writing to remedy.
5.2 Termination on instructions from Our Payment Partners
Without prejudice to any other right of Pay It Later under this Agreement, if Our Payment Partners request that Pay It Later terminate Your use of the Site and/or the Services or this Agreement for any reason Pay It Later may do so immediately without Notice being given.
In the event of termination on instructions from Our Payment Partners You indemnify Pay It Later and hold Pay It Later harmless in respect of any loss or damage arising from such termination no matter how such loss or damage arises.
5.3 Rights of Parties on Termination or Expiry
On and from termination or expiry of this Agreement:
- You shall immediately discontinue the use of the Site and the Services and cease to use the Intellectual Property, Confidential Information, and any other signs, displays or advertising material which contains reference to Pay It Later.
- You shall not represent or advertise that You were formerly using Pay It Later.
All fees previously paid remain the property of Pay It Later and You agree to make no claim in respect of such Fees. You must further pay to Pay It Later any fees that have accrued but are unpaid as at the date of the termination or expiration.
You shall immediately pay to Pay It Later without any deduction or right of set off all sums of money which may be due or payable by You to Pay It Later.
Pay It Later shall retain title and ownership of and is under no obligation to provide You with any payment data or Cardholder Data, in any form.
The Cardholder Data will be retained by Pay It Later and held and stored by Pay It Later in accordance with its obligations.
- Limit of Pay It Later liability
Pay It Later accepts no responsibility for the delivery of the transactions to the Pay It Later server.
You release and indemnify Pay It Later from any and all loss or damage arising out of any loss of data or corruption of data during the transfer of such data to Pay It Later.
To the extent permitted by law, Pay It Later excludes all representations and warranties, express or implied, other than those contained in this Agreement.
To the extent permitted by law, Pay It Later, its related bodies corporate, its directors, and its employees accept no liability for any loss (including loss of revenue or anticipated profits, loss of goodwill, loss of business, loss of data, computer failure or malfunction), or injury or any direct, indirect, consequential, special, punitive, or other damages howsoever arising in connection with this Agreement, including, without limitation, any loss arising in connection with:
- any failure to provide the Service or to otherwise comply with this Agreement, if the failure or non-compliance is caused by events beyond its reasonable control;
- any failure of a Shopper to be offered the Service;
- Your use of or inability to use the Site or Services;
- any virus or other harmful, or potentially harmful, code which may be transmitted in connection with Your use of the Site or Services;
- Pay It Later ‘s negligence or the negligence of any of its related bodies corporate, directors, officers, shareholders, employees, providers or agents arising from or related to this Agreement, the Site and the Services;
- Our negligence.
- Your provision of incorrect information.
- Your loss of information or data.
- Pay It Later ’s liability for any loss or damage under this Agreement or any statute is reduced by the extent that You have caused or contributed to such loss or damage.
Where Pay It Later is found to be liable for breach of this agreement (including by negligence) or of any warranty, guarantee or condition implied by statute, and which Pay It Later cannot lawfully exclude liability for, Pay It Later‘s liability is limited (to the extent permitted by law) at the option of Pay It Later to the following:
- in the case of any programming or software supplied or offered by Pay It Later:
- to the supply of those programs or software or programs or software of similar functioning again; or
- to the payment of the cost of having those programs or software supplied again; or
- in the case of Services supplied or offered by Pay It Later:
- to the supply of the services again; or
- to the payment of the cost of having services supplied again.
The Site and Service is provided by Pay It Later on an “as-is” basis and the only obligations on Pay It Later are set out in this Agreement. Pay It Later gives no warranty or condition, express or implied other than those expressly set out herein. Pay It Later does not warrant that the functions contained in the Site and the Services provided will be uninterrupted, always available or error free, that defects will be corrected, or that the Site, or Pay It Later’s hardware or computer systems are free of viruses or other harmful components or programs. Pay It Later does not warrant or make any representations regarding the accessibility or the use or the results of the use of the Site or the Services. You hereby acknowledge that You have relied on Your own enquiries and inspection in relation to the Site and the Services including our free to use Test Gateway before entering into this Agreement and using the Site or the Services.
Pay It Later does not give a warranty of completion of transactions. Pay It Later does not warrant that any Merchant Bank or financial institution will complete a transaction. Pay It Later accepts no liability associated with such risks. You agree that You accept these risks and indemnify and hold harmless Pay It Later in respect of such risks.
7.1 Merchant warranties
You warrant and represent to Pay It Later that:
- all goods and services included in the transactions with Shoppers are of a merchantable standard and are fit for the purpose for which the Shopper purchased and otherwise comply with all applicable laws
- all information you have provided and will provide to Pay It Later is true, accurate and complete;
- you will promptly update Pay It Later if any of your contact information changes whilst you are registered as a Merchant.
In this clause “Pay It Later” includes parent companies, subsidiaries, officers, directors, employees and agents of Pay It Later Pty Ltd.
You indemnify and hold harmless Pay It Later against any claim, demand, proceeding, damages (actual, special or consequential), loss, liability, cost or expense, including legal costs on a full indemnity basis, made against or incurred by Pay It Later in relation to:
- economic loss;
- civil or criminal penalty;
- consequential loss;
- arising out of:
- any breach by You or your personnel of this Agreement;
- any costs or charges incurred by us as a result of the Shopper breaching the Shopper Agreement;
- any negligent or criminal act or omission by You;
- any false or misleading representations by you in connection with the promotion of the Services;
- fraud or willful misconduct of you or a Shopper;
- any breach by you of any warranty, undertaking or other provision of this Agreement;
- your provision of data, including Cardholder Data, to Pay It Later in order for Pay It Later to perform the Services;
- unauthorised, illegal or improper access to the Site or the Services from any terminals or access points within Your control, custody or power.
You agree and acknowledge that You are liable for all loss and damage no matter how arising which is caused or contributed to by Your use or misuse of the Site or the Services.
You indemnify and hold Pay It Later harmless in respect of any loss or damage sustained by You as a result of Pay It Later’s refusal to renew or enter into an agreement with You and agree and acknowledge that Pay It Later’s refusal does not amount in any way to a restraint of trade.
- Authorisation for Corrections
You authorise Pay It Later to correct any errors on Your account. You acknowledge that such correction does not create any obligation on the part of Pay It Later to ensure the ongoing accuracy (or to warrant the previous accuracy) of the information on Your account.
Pay It Later reserves the right to use Your company or trading name in any promotional or marketing material it deems fit. This may be in the of form print, TV, radio or Multimedia (including on the Site or on the internet). Example uses may include promotional flyers, or website case studies.
You acknowledge and undertake to Pay It Later that:
- all information, documents, data and any other material which is provided by Pay It Later to You or Your directors, officers, employees and agents in connection with this Agreement and all copies of such information, documents, data and material made by You or Your directors, officers, employees and agents or a third-party is and remains the property of Pay It Later ;
- You will use the Confidential Information for the sole purpose of the exercise of the rights and performance of the obligations under this Agreement;
- You will only disclose the Confidential Information to such of Your officers, employees, agents and advisers to whom it is necessary to disclose the Confidential Information for the purposes of this Agreement and the use of the Site and the Services;
- You will not, and will ensure that Your officers, employees, agents and advisers will not, use, provide or disclose the Confidential Information to any person, other than as expressly permitted in this clause;
- You will take all steps necessary to prevent or stop, and comply with all reasonable directions of Pay It Later in respect of, suspected or actual breaches of, or defaults under this clause;
- You will promptly notify Pay It Later if You suspect, or become aware of, any unauthorised access, use or disclosure of any of the Confidential Information and will give Pay It Later (at Your cost if the unauthorised access, use or disclosure is as a result of a breach of, or default under, this Agreement) all reasonable assistance in connection with any action which Pay It Later may take, or proceedings which Pay It Later may institute, in respect of the unauthorised access, use or disclosure;
- You will, and will procure that Your employees, officers, agents and advisers will, return to Pay It Later all Confidential Information and delete all electronic copies upon termination or expiry of this Agreement;
- You agree that You will not during the term of the Agreement, or at any time after the termination of the Agreement (howsoever this may occur) disclose to any other person (without the previous consent in writing by Pay It Later) either directly or indirectly, any Confidential Information relating to Pay It Later of which You became possessed whilst subject to this Agreement, nor use of any such Confidential Information in any manner which may cause or be calculated to cause injury or loss to Pay It Later howsoever arising; and
- You must treat as confidential all information gained during the term of this Agreement that relates to Shoppers of Pay It Later and utilise Your best efforts to ensure that any employees or agents under Your supervision or control comply with the terms of this clause 11.
- Intellectual Property
This Agreement does not grant You any proprietary rights in the Intellectual Property.
You will not at any time during or after the expiry or termination of this Agreement, contest or challenge in any legal proceedings or otherwise the proprietorship of Pay It Later in the Intellectual Property.
You shall not in any manner represent that You have any proprietary rights in the Intellectual Property.
In so far as the Intellectual Property or any components of the Intellectual Property are the subject of registrations or applications for registrations under applicable statutes, You shall do nothing to challenge, oppose, dispute or impugn the validity of such applications or registrations and shall take all necessary steps as may be required by Pay It Later to assist in maintaining or obtaining such registrations.
If You become aware of any claims against or infringements of any rights associated with the Intellectual Property, then You shall immediately notify Pay It Later and Pay It Later at its sole discretion may elect to defend or prosecute any action relating to the Intellectual Property. In relation to any proceedings or claims to protect or defend the Intellectual Property, You, if required by Pay It Later, shall render all assistance including if necessary, providing evidence and being named as a party to any legal proceedings.
At the expiry or termination of this Agreement, all of Your rights to use the Intellectual Property shall cease.
Pay It Later may change the Intellectual Property which You are permitted to utilise at any time for any reason.
You may not use the Intellectual Property in a manner which may, as determined by Pay It Later, place the Intellectual Property at risk of loss or loss of value to Pay It Later.
- Cardholder Data
Pay It Later will hold and store the Cardholder Data in accordance with the requirements of the Privacy Act 1988 (Cth) (“Privacy Act”), the Australian Privacy Principles (“APPs”) and applicable industry standards, including but not limited to, the Payment Card Industry Data Security Standard (“PCI”) and Pay It Later ’s data retention policy.
You acknowledge and agree that:
- you have no right to the Cardholder Data or to access the Cardholder Data; and
- Pay It Later has no obligation to provide you with the Cardholder Data or access to the Cardholder Data.
In this clause, “Personal information” has the same meaning as it has in the Privacy Act.
You must comply with all relevant laws, including the Privacy Act, with respect to Shopper Information (if any) that Pay It Later discloses to you.
Pay It Later agrees, in relation to Personal Information which You disclose to Pay It Later pursuant to these Terms and Conditions:
- not to do an act, or engage in a practice, that would breach an APP contained in the Privacy Act; and
- not to authorise any subcontractor to do an act, or engage in a practice, that would breach an APP.
You agree that an act done or a practice engaged in by Pay It Later, or by a subcontractor, for the purposes of meeting (directly or indirectly) an obligation under these terms and conditions is authorised by this clause for the purposes of sub-sections 6A(2) and 6B(2) of the Privacy Act, even if the act or practice is inconsistent with an APP contained in the Privacy Act or an approved privacy code that applies to Pay It Later or a subcontractor.
You warrant that all Personal Information which You disclose to Pay It Later is up-to-date, complete and relevant to the purpose for which it was disclosed to Pay It Later , and that the disclosure of the Personal Information by You is not a breach of an APP contained in the Privacy Act.
- General provisions
15.1 Formation of contract
You agree and acknowledge that You have entered into a legally binding and enforceable contract with Pay It Later by transacting with Pay It Later.
In consideration of Pay It Later agreeing to Your use of the Site and/or the Services, you agree to comply with this Agreement.
You agree to be bound by any additional terms and conditions (“additional terms and conditions”) that you have accepted in subscribing for Third Party Services, and that such additional terms and conditions are incorporated by reference into this Agreement.
15.2 Commencement and Term
This Agreement will automatically renew each month, until either party gives the other one months’ prior written notice of termination.
15.3 Acceptance of Terms
Before using the Site, you should read this Agreement and any additional terms and conditions carefully and related agreements carefully and ensure that You understand ALL of the Terms and Conditions. If You do not agree to ALL Terms and Conditions, then You must not use the Site or the Services.
This Agreement and any terms incorporated by reference in this Agreement override any terms or conditions previously published by Pay It Later.
Each time a transaction is processed on the Live gateway, through Your Account, whether the transaction result is successful or not, you are agreeing to the Terms and Conditions.
This Agreement, and any terms and conditions incorporated by reference may be amended from time to time by Pay It Later posting the amended document on the Site or placing a Notice on the Site that the Terms and Conditions have been amended. The amended Terms and Conditions shall automatically be effective from the earlier of:
- 7 days after they are initially posted on the Site; and
- 7 days of Notice being given to You.
Your continued use of the Site or the Services will mean that You accept unconditionally any amendments made.
Pay It Later, the developer of the Site and the Services, grants You non-exclusive access to the Site and the Services via an account upon these Terms and Conditions. The Site and the Services, including any upgrades thereof and any code, program or software given to You to enable Your use of the Site or Services, shall remain the property of Pay It Later.
15.6 Prior Agreements
This Agreement supersedes any prior agreement between the parties whether written or oral. Any such prior agreements are cancelled but without prejudice to any rights which have already accrued to either of the parties under those agreements.
15.7 Rights Cumulative
All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this Agreement shall restrict or prejudice the exercise of any right granted by this Agreement or otherwise available to it.
You shall pay Your own costs of entering into and complying with this Agreement.
15.9 Set Off
Pay It Later shall have the right to set-off against any payment due by Pay It Later to You against any amount owed to Pay It Later by You. Upon termination or expiration of this Agreement for any reason, you shall pay any amount due to Pay It Later immediately with no right to set-off.
The failure by Pay It Later to enforce at any time or for any period any one or more of the Terms or Conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement and no custom or practice of the parties at variance with the terms of this Agreement shall constitute any waiver of Pay It Later ’s rights.
15.11 Force Majeure
Neither party shall be considered in breach of this Agreement where performance of its obligations under the Agreement is by any cause beyond the reasonable control of the parties rendered impossible or delayed.
If the reason for the inability to perform or delay in performance referred to in clause 28.1 continues for a continuous period of 30 days, either party may by written notice to the other terminate this Agreement without penalty.
Any provision of this Agreement, which is or becomes unenforceable for any reason will be ineffective or severable to the extent only of such unenforceability or invalidity and will not invalidate the remaining provisions.
15.13 Cleared funds
All payments made under this agreement must be made in cleared funds.
Each party must take all steps, execute all documents and do everything reasonably required by any other party to give effect to the transactions contemplated by this agreement.
All notices must be in writing and be given by any one or the following means: –
- By delivering it to the address of the party specified in this Agreement.
- By sending it to the address of the party by pre-paid mail as nominated by that party.
- By emailing it to the address of the party as nominated by that party.
A notice is deemed to have been given the next business day after sending or transmission.
15.15 Governing Law and Jurisdiction
This Agreement is subject to the laws of Queensland.
Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.
Any reference in this clause to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1999 is, unless the context indicates otherwise, a reference to that term as defined or used in that Act.
- Unless expressly included, the consideration for any supply made under or in connection with this Agreement does not include an amount on account of GST in respect of the supply (GST Exclusive Consideration) except as provided under this clause.
- Any amount referred to in this Agreement (other than an amount referred to in clause 15.16(h) which is relevant in determining a payment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis.
- To the extent that GST is payable in respect of any supply made by a party (for the purposes of this clause 15, the Supplier) under or in connection with this Agreement, the consideration to be provided under this Agreement for that supply (unless it is expressly stated to include GST) is increased by an amount equal to the GST Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the rate at which GST is imposed in respect of the supply.
- The recipient must pay the additional amount payable under clause 15.16(d) to the Supplier at the same time as the GST Exclusive Consideration is otherwise required to be provided.
- The Supplier must issue a tax invoice to the recipient of the taxable supply at or before the time of payment of the consideration for the supply as increased on account of GST under clause 15.16(d) or at such other time as the parties agree.
- Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 15.16(e), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.
- If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a loss, cost, expense or outgoing incurred in connection with this Agreement, then the amount of the reimbursement or indemnity payment must first be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified (or its representative member) is entitled in relation to that loss, cost, expense or outgoing and then, if the amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST in accordance with clause 15.16(d).
- For the purposes of satisfying the requirements of the GST legislation and any additional requirements as determined by the Commissioner of Taxation from time to time, the parties agree that:
- We can issue Recipient Created Tax Invoices for any supply made by you to us under this Agreement. You will not issue a Tax Invoice in respect of any supply by you to us under the Agreement unless we notify you that we will not be issuing a Recipient Created Tax Invoice for that supply
- We are registered for GST purposes when this Agreement is entered into. We will notify you in the event that we cease to be registered for GST purposes or cease to satisfy the requirements for issuing Recipient Created Tax Invoices as set out in the GST legislation or as determined by the Commissioner of Taxation from time to time.
- You are registered for GST purposes when this Agreement is entered into and you have notified us of your ABN. You will notify us in the event that you cease to be registered for GST purposes. If you cease to be registered, we will immediately cease paying GST to you in respect of any supplies made by you to us under this Agreement.
- You agree to provide us with any relevant information required from time to time to assist us to issue each Recipient Created Tax Invoice required for the purposes of payment of GST under this Agreement.
15.17 Relationship between the parties
Nothing in this agreement will constitute the parties as principal and agent, employer and employee, partners or otherwise liable for the acts or omissions of any other party.
Unless expressly stated otherwise in this agreement, a party must not assign, transfer, novate, dispose of, declare a trust over or otherwise create an interest in its rights under this agreement without the prior written consent of Pay It Later.
Pay It Later may assign its rights under this agreement at any time by notice to the Merchant.
In these Terms and Conditions, the following terms have the following meanings:
“Account” means Your username and identifying particulars supplied to Pay It Later at the commencement of this Agreement.
“Agreement” means this agreement as amended from time to time including schedules and terms included by reference.
“Anniversary Date” means an anniversary of the Commencement Date.
“Brand Guidelines” means the brand guidelines to which the Merchant must abide (including any Marketing Material) as outlined on the Site, amended from time to time.
“Business” means all activities associated with Pay It Later transactions including purchases and refunds and includes development of the Site, the Services and Intellectual Property.
“Business Day” means a day that is not Saturday, Sunday or public holiday in Brisbane, Queensland.
“Cardholder” means the person acquiring goods or services from You and payment for the goods or services is processed through use of the Services.
“Cardholder Data” means information supplied to Pay It Later about the Cardholder, including but not limited to the Cardholder’s name, credit card details, address and contact details.
“Commencement Date” means the first day of the month in which you register on the Site.
“Confidential Information” means all information acquired created or commissioned by Pay It Later during the course of or in connection with the Business by Pay It Later , including information about Pay It Later , the Business, processes, systems, equipment, dealings, transactions, policies, finances, organisation or personnel, or about those of its Shoppers, Third Party Service Providers, or anyone associated with it or them, unless that information is readily available to the public.
“Fees” means the fees charged by Pay It Later:
as set out in the Fee Schedule; or
“Fee Schedule” is a schedule of fees set by Pay It Later at its sole discretion for use of the Site and the Services. The Fee Schedule can be found at https://www.Pay It Later.com.au/merchant-fee-schedule
“GST” means any tax in the nature of a tax on or on the supply of goods, real property, services, or other things (or similar tax) levied, imposed or assessed by the Commonwealth of Australia or any State or Territory of Australia, which may operate at any time during the currency of this Agreement, other than any interest, fine, penalty, fee or other payment imposed on or in respect of such tax.
“Intellectual Property” means all present and future intellectual property rights worldwide including without limitation, any registered or unregistered copyright, trademark, patent, design, trade secret, know-how, business name or other proprietary right including improvements thereto.
“Initial Payment” means 35% of the Purchase Price.
“Nominated Account” means the bank account details nominated by the Merchant to received the Purchase Price.
“Pay It Later” refers to Pay It Later Pty Ltd ACN 626 319 720 and its related bodies.
“Processes” include technologies, products, devices, processes or techniques.
“Purchase Price” means the full amount paid by the Shopper for the goods or services.
“Services” means gateways to process on-line transactions through the Site, and also access to merchant dashboard on the Pay It Later website, to view transaction reports, update details, request refunds, and perform other administrative tasks relating to transactions processed via Pay It Later. Pay It Later provides a gateway which will accept or reject your Shopper in real time, process payment from your Shopper, create an instalment plan and then pass the Shopper back to Your website. Pay It Later also provides online reports of completed transactions, and support via email.
“Service Fee” means the service fee listed on the Site, as amended from time to time.
“Shopper” means You and all users of the Site and the Services.
“Terms and Conditions” means these terms and conditions as amended from time to time, and other terms incorporated by reference.
“Third Party Costs” may include costs incurred by Pay It Later by third parties including but not limited to KYC information fees.
“Third Party Service Providers” mean those third parties engaged by Pay It Later to provide services to Pay It Later or You.
“Trade Marks” means the existing or future trademarks owned, used or developed by Pay It Later during the term of this Agreement
“Transaction Percentage” means the transaction percentage multiple notified to the Merchant upon sign up to the Site, as amended from time to time.
“You” and “Your” includes all persons entering this Agreement with Pay It Later and where the context allows includes your partners, employees and agents.
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