Terms & Conditions
The website ("Site") is operated by Ipay Technologies Pty Ltd ("we", "us", "our"). The following terms and conditions apply to the use and operation of this site.
IF YOU USE ANY SERVICE PROVIDED BY US OR YOU PROVIDE VOLUNTARILY ANY PERSONAL DATA TO US THEN YOUSPECIFICALLY REPRESENT TO US THAT YOU HAVE READ, UNDERSTOOD AND CONSENTED TO THE COLLECTION, USEAND STORAGE OF YOUR PERSONAL DATA. - See Privacy Policy.
We provide a local payments platform which can accept batch and API Initiated transactions via the PAYSWIFTLY.IO platform.
1. Commencement of Agreement
a) The Agreement between You and Us will begin in the date on which You first use the Services and will continue until We terminate this Agreement with or without cause by giving You 7 days written notice of such termination.
b) We may change any aspect of the Services including the termination of any aspect of the Services at any time and if we do change any aspect of the Services then we will publish the change on Our website.
2. Customers
Any and all Customers of the Merchant who use the PAYSWIFTLY software will automatically become the Customers of Us as well.
3. Account Cancellation
a) The merchant accounts can be cancelled at any time by Us due to, but not limited to, high number of complaints, fraud, lack of sustained processing or when We determine that the relationship is no longer mutually beneficial. If the problem is deemed correctable, We will notify the Merchant in writing, offering detailed steps the Merchant must take in order to meet compliance.
b) The Merchant may at any time cancel this contract with written notice and. We will terminate this Agreement and will no longer offer processing services to the Merchant. Any payments due to the Merchant will be held for 6 months after termination to indemnify Us against possible fraud reversals.
4. Taxes
Each party agrees to report and pay federal, state and local taxes imposed on its income. The parties agree that taxes in the nature of an excise, sales or use tax are not currently imposed on the transactions contemplated under this Agreement. Further, the parties agree that if such taxes are imposed, the burden of such taxes shall be the Merchant’s responsibility. We shall have the right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of the Merchant if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from the Merchant the amount of any such taxes and related penalties and interest which are paid by Us from our own funds.
5. Independant Contractors
We and the Merchant are independent contractors, and nothing herein shall be construed as creating an employment, agency, franchise, joint venture or partnership relationship between them. Neither party shall have any right, power, or authority to enter any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other party.
6. Confidentiality And Non-Disclosure
You acknowledge and agree that the Software provided by Us in connection with your use of the services (the “Platform”) and any related documentation or other materials provided by Us is our confidential information including but not limited to computer software, customer lists, proprietary ideas, techniques, products, formulas, discoveries, and processes. You agree not to disclose such confidential information to outside parties without our prior written consent. You will not copy, reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Software, or create derivative works based on the Software, and you will be solely liable for any damages, costs or expenses arising from the foregoing. Your obligations with respect to such confidential information shall survive termination of this Agreement. You will procure that any of your employees or contractors to whom confidential information is disclosed (subject to our prior consent) comply with these confidentiality obligations.
7. Warranties
The Merchant warrants that it conducts its business in compliance with all international laws and regulations and any promotions or marketing conducted either by the Merchant or its affiliates is conducted in accordance with internationally accepted email marketing laws and standards.
8. Limitations of Liability
We assume no liability for disruptions of the services and/or including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, extreme or severe weather conditions or any other causes in the nature of "ACTS OF GOD" or force majeure. We shall not be liable for exemplary, special, indirect, incidental, or consequential damages arising out of this agreement or with respect to the use, operation, or support of the services, including, but not limited to, damages arising from breach of contract or warranty, negligence, or strict liability, or damages caused by hackers, code developed with malicious intent, interrupted communications, lost business, lost data, or lost profits, even if We or the Merchant has been advised of, or knows or should know of, the possibility of such damages. In no event shall We aggregate liability for damages for any claim related to or arising out of this agreement, whether in contract, negligence or tort, exceed the total fees and charges paid by the Merchant for the applicable services We shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall the Merchant be entitled to recover damages from Us that exceed the sum of the service fees retained by Us under this Agreement during the six months prior to the event giving rise to the claim for damages.
9. Indemnification
The Merchant is fully responsible for the contents of any data generated from its web site or back end systems and for the contents and accuracy of all the data sent to the Platform. The Merchant hereby certifies to Us that the Merchant is the owner of or that the Merchant has the legal right and authority to use, utilize or disseminate all information. The Merchant agrees to indemnify and hold Us harmless and/or our employees, officers, agents, directors, or successors, from any and all fines, penalties, losses, claims, expenses, or other liabilities, resulting from or in connection with this Agreement. We assume no liability of the Merchant for the Merchant's failure to follow and adhere to the terms of this Agreement, and any results caused by the acts, omissions or negligence of the Merchant, its subcontractor(s), agents, employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any manner in connection with, the Merchant's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for defamation, libel or slander, or for violations of copyrights, patents, trademarks, service marks, or other intellectual property rights.
The Merchant acknowledges and agrees to reimburse and make Us whole for any and all legal fees and costs incurred by Us in reference to or in any manner arising out of the Merchant's utilization of its site or arising out of the Merchants’ obligations under this Service Agreement, said claim being rightfully or wrongfully asserted against Us. This obligation of the Merchant shall arise and bind the Merchant regardless of whether or not litigation against Us is actually instituted by a third party, and shall include all sums paid by Us, its sole judgment and discretion, to any third-party to compromise an asserted claim prior to the commencement of litigation, or during litigation, or to satisfy any monetary judgment against Us, or sums advanced by Us to allow us to comply with any injunctive directive of a court order or of a settlement.
10. Disclaimer of Warranties
All goods and services provided by Us under this agreement are provided as is and as available. We makes no warranty, express or implied, regarding any goods or services, and specifically disclaims all implied warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose, and any warranties arising out of course of dealing, conduct, or industry practice. Except as expressly indicated herein, no representation or other affirmation of fact, oral or written, including, but not limited to, any statement regarding capacity, suitability for use, or performance of any goods or services, whether made by Our employees or otherwise, shall be deemed to be a warranty by Us for any purpose or give rise to any liability to Us.
11. Assignment and Novation
You will not assign the whole or part of this Agreement without the Our prior written consent.
12. Force Majeur Events
a) A party (the ‘affected party’) is excused from performing its obligations to the extent it is prevented by circumstances beyond its reasonable control (other than lack of funds for any reason), including but not limited to acts of God, natural disasters, acts of war, a declared pandemic by any authority having jurisdiction in Australia, riots and strikes outside that party’s organisation.
b) If circumstances described in this clause arise or are reasonably perceived by the affected party as an imminent possibility, the affected party will give notice of those circumstances to the other as soon as possible, identifying the effect they will have on its performance. An affected party must make all reasonable efforts to minimise the effects of such circumstances on the performance of this Agreement.
c) If non-performance or diminished performance by the affected party due to the circumstances described in this clause continues for a period of 30 (thirty) consecutive days, the other party may terminate the Contract. If this Agreement is terminated in these circumstances, each party will bear its own costs and neither party will incur further liability to the other.
13. Term & Termination
The term of this Agreement shall continue until a notice of cancellation by Us or the Merchant is received in writing or until terminated under other provisions of this Agreement. We reserves the right to terminate this Agreement without cause upon notification to Merchant. We may further terminate this Agreement immediately without notice at any time Merchant breaches any part of this Agreement or if the Platform or any associated services supplied to Us by a third party are disrupted or terminated either directly or indirectly for any reason.
14. Amendments and Modifications
Except as hereinafter provided no Amendment or modification of this Service Agreement shall be valid unless the same is in writing and signed by all parties hereto. We may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on Us by its credit card service and/or to make other changes deemed necessary by Us, provided that such changes do not materially alter the ongoing obligations of the parties, by sending the Merchant a specimen of the changed Agreement. Unless the Merchant rejects the changed Agreement and terminates this Agreement by notice to Us in writing within fifteen (15) days after We send the changed Agreement, the changed Agreement shall replace this Agreement and be in full force and effect.
15. Notices
Any notices required or permitted by this Agreement shall be sent to the addresses on the cover page by courier or registered or certified mail with return receipt requested. Notices shall be deemed given upon personal delivery to the addressee, or three days after the date of mailing if sent by registered or certified mail. Either party may change its address for purposes of this Agreement by notifying the other party in accordance with the terms of this paragraph. Each party will advise the other of any change in the address or identity of the relevant person to whom notices are to be addressed.
16. Entire Agreement
This Agreement constitutes the entire agreement of the parties about its subject matter, and no written or oral agreement, arrangement or understanding made or entered into prior to the execution of this Agreement may in any way be read or incorporated into the Contract, except as expressly stated to the contrary.
17. Severability
Each provision of this Agreement shall be read as separate and severable so that if any provision is void or unenforceable for any reason, that provision will be severed, and the remainder will be construed as if the severed provision had never existed.
18. Interpretation
In this Agreement, unless the contrary intention appears:
a) references to ‘person’ include individuals, firms, bodies corporate, associations, governments and governmental, semi-governmental and local authorities and agencies;
b) headings are for ease of reference only and do not affect the meaning of this Agreement;
c) the singular includes the plural and vice versa and words importing a gender includes other genders;
d) other grammatical forms of defined words or expressions have corresponding meanings;
e) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this Agreement as amended from time to time and a reference to this Agreement includes any schedules and attachments as so amended;
f) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
g) a reference to a Statute, ordinance or by-law includes regulations and other instructions under it and consolidations, amendments, re-enactments or replacements of any of them; and
h) monetary references are references to US$ currency.
End of Terms and Conditions