Payzen

1. Introduction

PAYZEN APP CONTRACTOR TERMS AND CONDITIONS

transferable, personal, revocable and

non-sublicensable licence to download,

1.1 These Payzen App Contractor Terms and Conditions, together with our Privacy Policy, comprise the terms of a legal agreement between the person or entity listed in the Registration Portal (Contractor, you or your) and Payzen Pty Ltd (ACN 679 931 661) (Payzen, we, our or us) (collectively, the agreement).

1.2 You acknowledge that you have read, understood and agreed to be bound by the terms of this agreement. If you are using the Payzen App as a representative of an entity, you are agreeing to the agreement on behalf of that entity.

2. Payzen App

2.1 The Payzen App is a mobile application through which:

(a) tradies, contractors, plumbers, electricians and builders can

manage the process of estimating,

quoting, invoicing and collecting

payment for building jobs and home

repairs supplied to homeowners,

tenants or real estate agents; and

(b) homeowners, tenants or real estate agents can track the progress of

building jobs and home repairs and

approve payments to tradies,

contractors, plumbers, electricians

and builders for building or repair

works.

2.2 We are a mere quote and purchase order management system and online conduit for facilitating transactions between homeowners, tenants or real estate agents and tradies, contractors, plumbers, electricians and builders, and we act as a payment collection agent for a Contractor each time a Customer and Contractor transacts on, or via, the Payzen App. Payzen is not a tradie, contractor, plumber, electrician, builder or Customer and our role in providing you with access and use of the Payzen App should be construed strictly in this context only.

2.3 By subscribing to the Payzen App, Payzen grants you a non-exclusive, non

install, access and use the Payzen App for the Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

3. Changes

We reserve the right to change any provision of this agreement in any way and we may, in our absolute discretion, add, change or remove any functions or features of the Payzen App or the payment collection services, any Customer, Contractor, any fees payable under this agreement and any other ancillary products or services offered on, or via, the Payzen App with, or without notice, to you. If we provide you with notice of changes to this agreement, we shall do so either by email or by posting it on the Payzen App.

4. Term

This agreement commences on the earlier of the date you download and access the Payzen App, or the date create you an Account with us on, or via, the Payzen App (Commencement Date) and continues, unless terminated in accordance with clause 18 (Term).

5. Account

5.1 If you wish to access and use the Payzen App, you must create an account with us (Account) via the Registration Portal.

5.2 Your Account will be operated by a username (Username) and password (Password). You may change your Password at your convenience. The owner of the Account is solely responsible for the activity conducted on the Account. We may request that the owner of the Account provide identification to verify their identity.

5.3 In order to open an Account or otherwise access and use the Payzen App, you must provide only accurate, complete registration information and Personal Information (including, but not limited to, business name, address, Australian Business Number (ABN), email address and phone number), and you will update

that information if it changes. All Personal Information as well as the information you provide to recreate an Account, is subject to our Privacy Policy. You will create only one account on the Payzen App.

5.4 You are responsible for:

(a) maintaining control over, and the confidentiality of, your Account,

Username and Password;

(b) keeping your account registration information current, complete,

accurate, and truthful. You must not

impersonate another account holder

or provide false identity information

to gain access to or use the Payzen

App;

your Account, Username or

Password; and

(d) for all activities or transactions that occur using your Account. We are

not liable for any Loss arising out of,

or in connection with, any

unauthorised access or use of, your

Account, Username or Password.

5.5 Payzen has the right to suspend or terminate your Account or your access to, or use of, all or any part of the Payzen App, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.

6. Your general obligations

In consideration of us providing you with access to, and use of, the Payzen App, you:

(a) must open an Account with us via the Payzen App;

(b) agree to appointment us as your payment collection agent and you

must provide us (or our Third Party

Payment Processers) with the

details of your Nominated Account

for the purpose of paying you the

Invoice Amounts (less the Service

Fees) each time you provide

Services to Customers;

Information (such as the business

owner’s or authorised

representative’s personal name,

business name, ABN, email

address, address and telephone

number and any other information

that Payzen may require to verify

your identity;

(d) must provide us with all necessary co-operation and information to

facilitate and provide the Payzen

App including (but not limited to)

proof of identity;

(e) will ensure that all information you supply to create an Account is true,

accurate and not misleading;

(f) will comply with all reasonable directions, policies and guidelines of

Payzen as advised from time to

time; and

(g) must carry out all your responsibilities set out in this

agreement in a timely and efficient

manner.

7. Quotes and Purchase Orders 7.1 The Contractor shall use the Payzen App to provide the Customer with a scope of works for the provision of the Services, which will include the corresponding price for such Services (Quote).

7.2 To send a Quote to a Customer, you must:

(h) upload or submit the Customer’s contact details (such as full name

and email address) to the Payzen

App; and

(i) send the Quote to the Customer by using the ‘send quote’ function in the

Payzen App, which will email a

hyperlink to the Customer. The

hyperlink will contain an invitation for

the Customer to download and

access the Payzen App as a ‘guest’.

Once the Customer has

downloaded the Payzen App, the

Customer can access, review,

proposed amendments to the

Quote, and accept the Quote.

7.3 The Quote must include the following: (a) the Contractor’s, email address and ABN;

(b) a description of the Services or scope of works;

(d) any terms and conditions that apply to the supply of the Services;

(e) the Invoice Amount (in Australian Dollars);

(f) details of the Contractor’s Nominated Account; and

(g) GST (if any).

7.4 Quotes are valid for 30 days from the date submitted to the Customer on, or via, the Payzen App. If a Quote is not accepted by the Customer within 30 days, then Quote will automatically expire and cannot be accepted by the Customer on, or via, the Payzen App.

7.5 The Customer may request that Quote be amended or revised or may accept the Quote.

7.6 A Quote will not constitute a legally binding agreement (and you will be under no obligation to commence providing the Services to the Customer) until the Customer has accepted the Quote on, or via, the Payzen App (Purchase Order).

7.7 The Contractor may cancel any Purchase Order using the ‘withdraw quote’ function on the Payzen App if:

(a) the Customer fails to pay the Invoice Amount into the Payzen Trust

Account for any reason;

(b) the Contractor is unable to or is unwilling to provide the Services to

the Customer for any reason;

of the Services; or

(d) a Force Majeure Event occurs in respect of either the Contractor or

Customer.

7.8 The Contractor agrees and acknowledgement that:

(a) the Customer may cancel a Purchase Order prior to the

commencement of the Services by

contacting us by email at

support@payzenapp.com; and

(b) if you do not cancel the Purchaser Order after receiving a written

request from the Customer to do so,

the Customer may contact us

requesting that the Purchase Order

be cancelled. We will provide you

with five days’ written notice to

cancel the Purchase Order

(Cancellation Request), and if you

do not respond to our Cancellation

Request or you fail to cancel the

Purchase Order within five days of

receiving the Cancellation Request

(as the case may be), we will cancel

the Purchase Order (without liability

to you).

7.9 If a Purchase Order is cancelled in accordance with clause 7.7 and 7.8, any Invoice Amount paid to Payzen will be refunded to the Customer within seven

days from the date the Purchase Order is cancelled.

7.10 If the Contractor has failed to: (a) complete any relevant Milestones specified in the Purchase Order or

the Contractor has failed to provide

the Services by the estimated

completion date; and

(b) obtain consent from the Customer to an extension of time to complete the

relevant Milestone or a new

deadline to complete the Services

has not been agreed,

the Customer may cancel the Purchase Order, and the Customer will be entitled to a pro rata refund of the Invoice Amount (based on the value of the Services provided to the date of cancellation of the Purchase Order).

7.11 The Contractor may cancel a Quote at any time prior to the Customer accepting the Quote and paying the Invoice Amount.

7.12 To cancel a Quote, the Contractor must contact us via email at support@payzenapp.com.

8. Provision of Services

8.1 The Contractor will:

(a) supply the Services within 90 days of the Customer depositing the

Invoice Amount into the Payzen

Trust Account (Completion

Deadline);

(b) supply the Services with reasonable skill, care and diligence and in

accordance with the standard of

professional care customarily

observed by skilled professionals

rendering similar services;

Australian Consumer Law);

(d) ensure that the Services are accurate and fit for their intended

purpose as described in the relevant

scope of works, purchase order or

quote;

(e) respond promptly in writing to any reasonable queries by the Customer

in relation to the Services; and

(f) immediately, upon becoming aware, notify the Customer if the Contractor

is unable to perform the Services

when scheduled to do so.

8.2 You must:

(g) only perform the Services for a Customer that you have necessary

qualifications, licences and

experience to perform or supply;

and

(h) ensure that the Invoice Amount displayed on your Quotes are clear,

accurate and include all charges,

fees and expenses required to

perform the Services.

8.3 You acknowledge and agree:

(i) you are solely responsible for performing the Services, including

assuming any obligations or

liabilities to Customers or anyone

else arising out of, or in connection

with, the provision of the Services;

(j) you are responsible for taking such precautions and safety measures as

may be necessary to safely perform

the Services;

(k) you will provide all necessary qualified and skilled Personnel,

equipment, tools and other

materials, at your own expense,

necessary to undertake the

Services;

(l) Payzen does not control or direct you in the performance of the

Services, and that you are solely

responsible for any acts or

omissions when undertaking the

Services;

(m) the Contractor is responsible for affecting and maintaining their own

appropriate insurance policies

sufficient to meet any Claims arising

from the performance of the

Services or as otherwise required to

be held by the Contractor by

Relevant Laws (including workers

compensation insurance); and

(n) you retain the sole right to determine when and how often you utilise the

Payzen App.

8.4 If the Contractor is unable to provide the Services by the estimated completion date, the Contractor may request from the Customer a 14 day extension of time to complete the Services; however, the

Contractor cannot seek an extension of time beyond the Completion Deadline.

9. Restrictions

9.1 You must not:

(a) license, sell, rent, lease, transfer, assign, distribute, display, disclose,

or otherwise commercially exploit, or

otherwise make the Payzen App

available to any third party;

(b) violate Payzen’s Intellectual Property Rights;

legal identity in your dealings with us

or any other user of the Payzen App;

(d) modify, alter, adapt, reverse compile, disassemble, reverse

engineer or otherwise reduce to

human-perceivable form all or any

part of the Payzen App;

(e) access all or any part of the Payzen App in order to build a product,

service or code which competes

with the Payzen App; and

(f) data mine the Payzen App nor access, store, distribute or transmit

any viruses, worms, trojans or other

malicious code, or any material

when using the Payzen App that is

unlawful, unethical, harmful,

threatening, defamatory, obscene,

infringing, harassing or racially or

ethnically offensive or a

contravention of the rights of any

third party or corrupts, damages,

degrades or disrupts the operation

of the Payzen App.

9.2 We reserve the right to limit your access to, and use, of the Payzen App, the payment collection services or any other ancillary products or services made available to you on, or via, the Payzen App, including the right to restrict, suspend or terminate your Account if we believe you are in breach of this agreement or you are misusing the Payzen App.

10. Payzen obligations

10.1 Payzen shall use reasonable endeavours to provide you with:

(a) access and use of the Payzen App; and

(b) payment collection services (as your payment collection agent) each time

a Customer transacts with you on, or

via, the Payzen Ap.

10.2 In the event that Payzen fails to provide you with access and use of the Payzen App in accordance with clause 10.1, we will use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 10.1.

11. Payment collection services 11.1 We act as your payment collection agent each time a Customer pays for your Services.

11.2 When a Customer accepts your Quote for the Services on, or via the Payzen App, an invoice will be generated by the Payzen App. The Customer will be directed to pay the Invoice Amount (either in full or in instalments if payment is only required to paid on completion of a particular Milestone) into the Payzen Trust Account.

11.3 The Invoice Amount will be held in trust as Controlled Funds in the Payzen Trust Account until we receive Payment Authorisation from the Customer to release the Controlled Funds to you.

11.4 Once we receive Payment Authorisation from a Customer on, or via, the Payzen App, we will process and deposit the Controlled Funds into your Nominated Account (less Service Fee) within five days of receiving the Payment Authorisation from the Customer.

11.5 If payment of the Controlled Funds is to be paid to you in instalments based on the achievement of particular Milestone, then we will only pay you in instalments on completion of the relevant Milestone in accordance with the instructions we receive from the Customer in the Payment Authorisation.

11.6 Payzen is not liable to you and we are under no obligation to pay you for your Services; if:

(a) the Invoice Amount has not been paid by the Customer into the

Payzen Trust Account for whatever

reason. If the Customer has only

paid part of the Invoice Amount into

the Payzen Trust Account, we will

deposit such Controlled Funds into

your Nominated Account in part

payment of the Invoice Amount,

provided we receive a Payment

Authorisation from the Customer; or

(b) we receive a bona fide complaint from a Customer that: (i) the

Services provided were not fit for the

particular purpose made known to

you or the purpose specified by the

Customer; (ii) the Services were not

supplied or the Services did not

match the description of the

Services as described in the Quote;

or (iii) the Services are incomplete or

you have failed to achieve a

particular Milestone.

11.7 If we do not receive a Payment Authorisation from the Customer before the Completion Period expires and no complaint has been raised by the Customer prior to the expiry of the Completion Period, we will process and deposit the Controlled Funds into your Nominated Account (less Service Fee).

12. Service Fees

12.1 We do not charge Contractors a fee to download and install the Payzen App or to create an Account. We reserve the right at any time to charge Contractor a fee to create an Account or to continue to access and use the Payzen App.

12.2 Each time you provide Services to a Customer or otherwise transacts with a Customer on, or via, the Payzen App, you will pay us a Service Fee to act as your payment collection agent.

12.3 You authorise Payzen to deduct the Service Fee from the Controlled Funds payable to you. The Service Fee will be deducted from the Controlled Funds when a Customer provides us with a Payment Authorisation to release Controlled Funds to you.

12.4 The Services Fees will be payable in Australian Dollars and is inclusive of GST.

12.5 Payzen may, at our absolute discretion, change the Service Fee at any time, by giving you written notice, or by otherwise posting it on the Payzen App. Where a change relates to an increase in Service Fee, Payzen shall provide you with 14

days prior written notice or by otherwise posting it on the Payzen App. If you do not

agree to these changes, you should terminate the agreement in accordance with clause 18, no later than 14 days after the date you received written notice of the changes or the changes were posted on the Payzen App.

12.6 We may, at our absolute discretion and with notice to you, change the payment methods and Third Party Payment Processors that can be used to access and use the Payzen App, at any time.

13. Intellectual Property Rights 13.1 You acknowledge that we, and/or our licensors, are the owner of the Payzen App (or any Intellectual Property Rights contained therein) including any information, data or Content that may be provided to, or accessed by, you (or your Personnel) in connection with your (and your Personnel’s) use of the Payzen App and payment collection services (including any modifications, enhancements of the foregoing) (collectively, the Payzen IP). Accessing and using Payzen App does not give you (or anyone else) ownership of, or any right, title or interest in any of the foregoing (or any Payzen IP contained therein), or any information, content or technology that may be provided to, or accessed by, you in connection with their use, all of which is, and will remain, owned by Payzen or our licensors.

13.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Payzen App will automatically vest in, and are assigned to, Payzen (Developer IP).

14. User Content

14.1 By creating an Account on the Payzen App, you grant Payzen a worldwide, non exclusive, royalty-free and perpetual licence to use, disclose, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, the information contained in your Account (including registration information and Personal Information) and any other information or data you disclose or provide to us through the Payzen App (and all Intellectual Property Rights contained therein) (collectively,

User Content) for any purpose, including for the purpose of:

(a) enabling Payzen to provide the Payzen App and the payment

collection services to you and

otherwise perform our obligations

and exercising our rights under this

agreement;

(b) informing you about other products or services that Payzen may offer

from time to time or in relation to

third party products and/or services

offered by us, our Affiliates or our

third party providers;

order, subpoena, warrant, legal

proceedings or in response to a law

enforcement agency request;

(d) using usage patterns, trends, and other statistical or behavioural data

derived from use of the Payzen App

and/or the payment collection

services for the purposes of

providing, operating, maintaining, or

improving the payment collection

services, the Payzen App, or our

other products and services; and

(e) sharing your User Content with an Affiliate, our Third Party Payment

Processors or other third party (with

whom Payzen may contract, or be

affiliate, with from time to time) for

the purposes of performing or

improving the Payzen App and the

payment collection services.

14.2 Ownership of any User Content will vest in the creator of that User Content, but excluding Payzen IP and Developed IP.

14.3 In the event of any Loss to User Content, your sole and exclusive remedy shall be for Payzen to use reasonable endeavours to restore the User Content, that is lost or damaged, from the latest back-up of User Content maintained by Payzen in accordance with our standard archiving and backup procedures.

14.4 Payzen App shall not be responsible for any Loss, destruction, alteration, corruption or disclosure of User Content caused by us, your acts or omissions or other users of the Payzen App or any third party.

15. Warranties

15.1 To the maximum extent permitted by Relevant Laws, Payzen excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the provision, and use, of the Payzen App and the payment collection services.

15.2 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.

15.3 You acknowledge and agree that, to the extent permitted by Relevant Laws, Payzen makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Payzen App, the payment collection services made available through the Payzen App or any other ancillary products or services made available to you on, or via, the Payzen App. You acknowledge that the Payzen App, the payment collection services made available through the Payzen App or any other ancillary products or services made available to you on, or via, the Payzen App are provided ‘as is’ and Payzen will not be liable to you or anyone else if the Payzen App, the payment collection services made available through the Payzen App or any other ancillary products or services made available to you on, or via, the Payzen App, are unavailable for any reason, including directly or indirectly as a result of:

(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;

(b) negligent, malicious or wilful acts or omissions of third parties (including Payzen’s third party service providers);

(c) maintenance (scheduled or unscheduled) carried out by Payzen or any third party service provider, including in respect of any of the systems or network used in

connection with the provision of the Payzen App and the payment collection services;

(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or

(e) a Force Majeure Event.

15.4 You warrant, acknowledge and agree that:

(a) your use of the Payzen App and our payment collection services have

not been made on the basis of any

representations made by Payzen

regarding the current or future

features or functionality of the

Payzen App;

(b) you have the full power and authority to enter into this agreement and

perform your obligations

contemplated by this agreement,

and in doing so, you will not breach

any third party rights;

will make any profit, revenue, a

minimum number of sales or

increase your market share or client

base or reduce your bad debts by

accessing and using the Payzen

App and the payment collection

services made available through the

Payzen App; and

(d) Payzen does not give any warranty in relation to the reliability,

legitimacy, repute, or credibility of

any Customer nor the ability or

willingness of a Customer to enter

into a transaction with the

Contractor or to pay for the Services.

16. Limitation of Liability

16.1 To the maximum extent permitted by Relevant Laws, we will not be liable to you or any third party for any:

(a) Consequential Loss; or

(b) Loss of, or damage to, any property or any personal injury or death to

you, any other user or any third

person,

arising out of, relating or connected to, the provision or use of, the Payzen App, the payment collection services made available through the Payzen App or any other ancillary products or services made available to you on, or via, the Payzen App and this agreement, regardless of

the cause of action on which they are based, even if advised of the possibility of such damage occurring.

16.2 Under no circumstances will Payzen’s aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Service Fees paid by you under this agreement in the preceding one month of the Claim.

16.3 You agree to defend, indemnify and hold Payzen, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Losses and Claims that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of:

(a) the access and use by you, your Personnel, your Affiliates or any

third party of the Payzen App, the

payment collection services or any

other ancillary products or services

made available to you, your

Affiliates or any third party on, or via,

the Payzen App;

(b) the access and use by Customers of the Services supplied by you, your

Personnel or Affiliates;

or the Intellectual Property Rights of

Payzen or any third party;

(d) the negligence, fraud, intentional torts or unlawful conduct of the

Contractor, your Personnel, your

Affiliates or any third party; and

(e) any breach by you, your Personnel or your Affiliates of this agreement.

17. Privacy

All Personal Information you provide to us to download, access and use Payzen App and the payment collection services, are subject to our Privacy Policy, which is incorporated into this agreement. You warrant that, in relation to any Personal Information comprising User Content or any other information disclosed to us by you (or your Personnel) on, or via, the Payzen App and the payment collection services:

(a) it has been collected in accordance with Privacy Laws;

(b) you (or your Personnel) have the authority to upload, post, publish or

otherwise transmit such information

on, or via, the Payzen App; and

Customer or other individuals who

are the subject of such Personal

Information in order for us to use,

disclose, store, transfer, process or

handle it.

18. Termination

18.1 The Contractor may terminate this agreement at any time by using the ‘delete’ function within the accounting setting page of the Payzen App.

18.2 We may terminate or discontinue the Payzen App or any major functions or features of the Payzen App and/or the payment collection services at any time (without liability to you) by 14 days’ written notice to you, or by otherwise posting it on the Payzen App or the Website

18.3 Payzen may suspend or terminate this agreement by giving you notice with immediate effect if you:

(a) commit any serious or repeated breaches or violations of this

agreement, our policies and

guidelines (including our Privacy

Policy) and any other agreements

entered into between the parties;

(b) serious or repeated breaches or violations of another person’s

Intellectual Property Rights or

privacy rights;

(d) publish or post User Content or engage in any activities, conduct or

transactions on, or, via, the Payzen

App, that brings, or has the capacity

to bring, Payzen, our Personnel and

Affiliates and the Payzen App into

disrepute; or

(e) requests by law enforcement, court order or other government agencies.

18.4 Except as otherwise stipulated in this agreement, you agree that all such suspensions or terminations shall be made at our sole discretion and that we shall not be liable to you or any third party for any such suspension or termination.

18.5 The termination of this agreement for any reason does not release the Contractor from:

(a) liability to pay any outstanding Services Fees or other amounts

owing to us under this agreement at

the date of termination; and

(b) the obligation to supply the Services to a Customer that commenced prior

to the date of termination. If the

Contractor has not commenced

providing Services to a Customer

prior to the termination of the

agreement, the Purchase Order can

be cancelled by the Contractor and

the Invoiced Amount will be

refunded to the Customer.

18.6 On termination of this agreement: (a) all licences and rights of access granted under this agreement will

immediately terminate;

(b) you must immediately pay all outstanding Services Fees or any

other amounts owing to Payzen

under this agreement;

termination (unless we do not

receive a Payment Authorisation

from the Customer), and the

balance of the Controlled Funds

held in the Payzen Trust

Account on behalf of the Contractor

will be refunded to the Customer on

the basis that the Services were not

performed by the Contractor;

(d) Payzen will delete or de-activate your Account; and

(e) we will (without liability to you or any third party) delete, de-identify or

otherwise dispose of your Account

and User Content, except we may

retain your registration information

(including Personal Information) in

accordance with any limitation

periods and records retention

obligations that are imposed by

Relevant Laws.

18.7 If the Contractor deletes the Payzen App for any reason, Payzen will deem all outstanding Purchase Orders to be incomplete, and all Controlled Funds collected on your behalf that remain in the Payzen Trust Account will be refunded to the relevant Customer.

19. Updates and variations

19.1 Without notice to you, we may, at our absolute discretion, from time to time:

(a) change, add or delete the functions, features, performance, or

other characteristics of the Payzen

App and/or the payment collection

services; or

(b) apply or install updates to, or new versions of, the Payzen App.

19.2 You acknowledge that the Content and User Content on the Payzen App is subject to change at any time and may be out of date at any given time. We are under no obligation to:

(a) update, correct or fix any Content, User Consent, the Payzen App

and/or any functions or features of

the payment collection services; or

(b) notify you of any changes to the any Content, User Content, Payzen App

and/or the payment collection

services, unless required by

Relevant Laws to do so.

19.3 Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the Payzen App. Any changes are effective immediately upon posting to the Payzen App. Your continued use of the Payzen App and the payment collection services thereafter constitutes your acceptance of all such changes to the agreement.

19.4 Please read this agreement before using the Payzen App and the payment collection services as the agreement may have changed since the last time you accessed and used the Payzen App and the payment collection services. If you do not agree to any change, then you must immediately stop using the Payzen App and the payment collection services.

20. Support Services

20.1 Payzen may, at our absolute discretion, provide you with customer support services during Business Hours in accordance with Payzen’s standard support services and maintenance policy (as amended from time to time).

20.2 If you require customer support services or you are having difficulties accessing and using the Payzen App and the payment collection services, you may contact us by email at support@payzenapp.com or by telephone at 0419 869 816.

21. Complaints Process

21.1 If either you or Customer claims that a dispute has arisen in connection with a Purchase Order (Dispute), the party claiming that a Dispute has arisen must give the other party to the Dispute a notice setting out details of the Dispute.

21.2 Each party to the Dispute (Disputant) must use its best efforts to resolve the Dispute within 10 Business Days after a notice is given under clause 21.1 (Initial Period).

21.3 If the Disputants cannot resolve the Dispute within the Initial Period, the Dispute must be referred to Payzen for resolution. To lodge a Dispute with Payzen, a Disputant must download a ‘Complaint Form’ from the Payzen App or our Website, and email the completed Complaint Form to support@payzenapp.com.

21.4 Payzen may (as an independent party to the Dispute) assist the Disputants to try resolve the Dispute. Payzen may provide the parties with a recommendation to resolve the Dispute. The Contractor acknowledges that Payzen is not a mediator or arbitrator and cannot make a binding decision on the Disputants.

21.5 If the Dispute is not resolved within 90 days, we will (without liability to you or the Customer) release the Controlled Funds to you, unless we are prevented from releasing the funds to you by court order.

22. Dispute Resolution

(a) Any party claiming a dispute exists under the agreement (excluding a

dispute under clause 21) must notify

the other party in writing of the

nature of the dispute (Dispute

Notice), except where urgent

interlocutory relief is being sought.

(b) The parties must in good faith attempt to resolve any dispute

between them.

Notice, either party may commence

legal proceedings in relation to the

dispute.

(d) Each party must continue to perform its obligations under this agreement

notwithstanding the existence of any

unresolved dispute.

23. Force Majeure Event

Payzen will have no liability to you (or anyone else) under this agreement if we are prevented from or delayed in performing our obligations under this agreement or otherwise, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, natural disasters, pandemics, epidemics, sabotage, war, riot, civil commotion, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors, shortage of suppliers, equipment and materials, (Force Majeure Event).

24. Third party providers

24.1 The Contractor acknowledges that the Payzen App and the payment process services (or any other ancillary products or services made available to you on, or via, the Payzen App) may require the Contractor to use or access Third Party Products and Services and that the Contractor does so solely at your own risk.

24.2 Payzen makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by the Contractor, with the owner, licensor or operator of such Third Party Products and Services.

24.3 Payzen recommends that the Contractor refer to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Products and Services.

24.4 Payzen does not endorse, sponsor or approve any Third Party Products and Services used in conjunction with the Payzen App. It is the Customer’s sole responsibility to determine whether the specific Third Party Products and Services, meets your personal and/or

business needs of the Customer and are suitable for the purposes for which they are used.

24.5 Any rights the Contractor may have to access Third Party Products and Services shall be limited to:

(a) the extent of Payzen’s ability to pass on such rights to the Contractor; or

(b) the relevant third party licensor terms.

25. Notice

25.1 By accessing and using the Payzen App, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Payzen App.

25.2 You acknowledge that all contracts, notices, information and other communication (notices) we may provide electronically comply with any legal requirements that such documents be in writing.

25.3 Notice will be deemed received and properly served immediately when posted on the Payzen App or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in the Registration Portal.

26. General

26.1 A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

26.2 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

26.3 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

26.4 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between

them relating to the subject matter they cover.

26.5 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer or deal in any other manner with all or any of your rights or obligations under this agreement.

26.6 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

26.7 Clauses 9, 12, 13, 14, 15, 16, 18, 21, 22, 23, 24, 25 26 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.

26.8 The laws of the state of Western Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the courts of Western Australia.

27. Contact Us

If you have any questions about this agreement, please contact us via email info@payzenapp.com.

28. Definitions

28.1 In this agreement, words have the following meanings:

(a) Account has the meaning in clause 5.1.

(b) Affiliate means in relation to any party, a person which, directly or

indirectly, (i) is Controlled by that

party; or (ii) Controls that party; or

(iii) is Controlled by a person

referred to in (ii) above, and for this

purpose Control means the power

of a person to secure (whether by

the holding of shares, possession of

voting rights or by virtue of any

powers conferred by articles of

association, constitution,

partnership agreement or other

document regulating such person)

that the affairs of another are

conducted in accordance with its

wishes.

public holidays in Western Australia.

(d) Business Hours means 6:00am to 6:00pm on Business Days.

(e) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

(f) Commencement Date has the meaning in clause 4.

(g) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the agreement: (i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense; (ii) loss of revenue, profit, income, bargain, opportunity, use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data, or loss of enjoyment; (iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; (iv) loss or damage to any property, or for any personal injury or death; or (v) loss or damage of the nature set out above in clauses (i) to (iv) (inclusive) that is incurred or suffered by or to a third party.

(h) Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Payzen App.

(i) Contractor, you or your has the meaning in clause 1.1, and where the context permits, includes your Personnel and Affiliates.

(j) Controlled Funds means any funds paid by a Customer to the Payzen Trust Account.

(k) Customer means a person or entity that purchases Services from a Contractor on, or via, the Payzen App.

(l) Developed IP has the meaning in clause 13.2.

(m) GST means goods and services tax chargeable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(n) Force Majeure Event has the meaning in clause 23.

(o) Insolvency Event means a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events.

(p) Invoice Amount means the amount the Contractor has quoted for the Services and the Customer has agreed to pay for the Services as specified in the Purchase Order.

(q) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information, databases or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in the future in any part of the world.

(r) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.

(s) Milestone means the particular state of progress to be achieved by the Contractor in the satisfactory performance of the Services as further described in the relevant Quote.

(t) Nominated Account means the Australian bank account connected

to the Account in which Controlled Funds will be deposited into by us or our Third Party Payment Processors.

(u) Password has the meaning in clause 5.2.

(v) Payment Authorisation means authorisation or instruction received from the Customer on, or via, the Payzen App to make payment of the Controlled Funds to the Contractor.

(w) Payzen, we, our or us has the meaning in clause 1.1, and where the context permits, our Personnel and Affiliates.

(x) Payzen App means the software made available through the mobile application, and used by Payzen to provide you with access to the payment process services, including the application and database software for the payment process services, the system and server software used to provide the payment process services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the Payzen App.

(y) Payzen IP has the meaning in clause 13.1.

(z) Payzen Trust Account means the trust account operated by us (or our Third Party Payment Processors) for the purpose of holding, dealing and distributing Controlled Funds in accordance with the Customer’s Payment Authorisation and this agreement.

(aa) Personal Information has the same meaning that it has under Privacy Laws, namely, information or an opinion about an identified individual or an individual who is reasonably identifiable, whether the information or opinion is true or not and recorded in a material form or not.

(bb) Personnel means any officer, employee, agent, contractor, sub contractor or consultant of a party.

(cc) Privacy Laws means any applicable laws and codes of

practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information.

(dd) Privacy Policy means our privacy policy available on the Website, the Payzen App or any other internet site notified by Payzen from time to time, which is incorporated into this agreement.

(ee) Purchase Order has the meaning in clause 7.4.

(ff) Registration Portal means the registration portal on the mobile application used by you to access, user and/or subscribe to the Payzen App.

(gg) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements anywhere in the world.

(hh) Services means the products and services offered and provided by the Contractor to the Customer as specified in the relevant Quote.

(ii) Service Fee means the fees (including Pay Third Party Payment Processor fees) payable by the Contractor to Payzen each time Payzen provides payment collection services on behalf of the Contractor as further specified on the Payzen App.

(jj) Term has the meaning in clause 4. (kk) Third Party Payment Processor means Stripe and any other a third party payment processor permitted by Payzen from time to time.

(ll) Third Party Products and Services means any software, products, services or content (including all Intellectual Property Rights contained therein) that: (i) are provided by third parties; (ii) interoperate with the Payzen App; or (iii) or may be identified as third party products or services.

(mm) Username has the meaning in clause 5.2.

(nn) User Content has the meaning in clause 14.1.

(oo) Website means the Payzen website located at www.payzenapp.com and social media linked pages or any other internet site notified by Payzen from time to time.