Earlypay's Terms and Conditions
This document constitutes a contractual agreement between you (hereinafter referred to as the “ User ”) and The Invoice Exchange Pty. Ltd. (ACN 151 085 157) trading as Earlypay (hereinafter referred to as " Earlypay ") of:
- accessing this website;
- any associated sites and links of, or to, this website;
- being issued with an Account (as defined below); and/or
- using any of the products and/or services of Earlypay accessible through the Website, (referred to hereinafter collectively as the " Website ") you become a user and agree to, and are bound by, the:
- terms and conditions of this agreement; and
If the User does not agree to be bound by the Website Terms then the User’s use, or receipt, of the product or services as provided by Earlypay will be subject to additional terms and conditions and the subject terms will be either listed in the Website Terms or will be presented to the User for the User’s acceptance when they sign up to use of the subject services.
Variations to the Website Terms
Earlypay may, and is entitled, in its absolute discretion, to change, modify, add or remove portions of the Website Terms (the “Variations”) and the User’s continued use of the Website following the occurrence of the Variations will constitute the User’s acceptance and agreement to the Variations.
The Website’s content including (without limitation) all:
- text, graphics, user interfaces, visual interfaces, photographs, trademarks (whether registered or not), logos, sounds, artwork of any kind and computer code (referred to hereinafter collectively as the "Website Content"); and
- design, structure, coordination, selection, appearance, and arrangement of the Website Content as contained and/or otherwise displayed on the Website, remains the absolute property of Earlypay and is protected by trade dress, copyright, trademark, intellectual property and other unfair competition laws together with all other applicable laws, and the misuse of the Website Content will be at the User’s risk and liability.
The following words, as used in these Website Terms, shall have the following defined meanings:
“Account” means (without limiting the generality of the term) the interactive services platform which may be provided to the User via Earlypay’s website which provides for quick time information as to the availability, management and implementation of the financing products and services as may be offered by Earlypay to the User;
“Background Checks” means (without limiting the generality of the term) the various financial and associated checks undertaken by Earlypay using such entities as Creditor Watch or similar credit reference or reporting entities and/or other publicly available registers of the User, Debtors, Invitees and/or any other persons or entities as related or associated with the User;
“Debtors” means any person or entity who has made, or is liable to make, a monetary payment to the User;
“Invitees” mean a person or entity whom is invited by the User and accepted by Earlypay to have access to the User’s Account (or any part thereof); and
“National Credit Code” means the National Credit Code as contained within Schedule 1 of the National Consumer Credit Protection Act 2009 (Cth.).
Use of Website
As a user of the Website the User agrees to the following:
the User’s Account as established, operated and accessed via this Website is to be used only by the User and the Invitee and only for the User’s business needs and the User may not:
- authorise others to use the Account except the Invitees; and/or
- assign or transfer the Account to any other person or entity,
the User is solely liable and responsible for, and accepts and assumes, all liability as arising (whatsoever and howsoever) in relation to the information and content the User provides, or otherwise makes available in any manner, as a consequence of the User’s:
- use of the Website; and/or
- interaction with any and all third-parties;
Liability and Precautions:
the User assumes all risk and liability as arising (whatsoever and howsoever) when utilising the Website including (without limitation) all of the risks and liabilities as arising in connection with any interactions with third-parties including (without limitation) any other:
- financiers for which the User is referred and/or otherwise provided any forms of financial services and/or accommodation; and/or
- service providers for which the User is referred and/or otherwise supplied or provided any products or services;
- No Guarantee: Earlypay is not required, or otherwise obliged, to provide any form of financial facility or other forms of financial accommodation (hereinafter referred to as “ Funding ”) to the User or any other person seeking to utilise its services and Earlypay makes no guarantee, or provides any other assurances, as to the availability (at any time) of the provision of the Funding to the User or any other person or entity;
- Accurate Information: the User agrees to use it best endeavours to provide accurate, true, current and complete information in relation to utilising the Website; and
- Legal Purpose: the User agrees to not use the Website for any illegal purpose and will only utilise the Website in accordance with the lawful requirements and obligations of all applicable commonwealth, state and local laws.
Ownership of Information:
the User acknowledges and agrees that:
- Earlypay is the owner of all of the property of, together with all rights and entitlements arising in and to, the Website;
- is permitted to utilise the Website only as expressly authorised by the Website Terms; and
- may not copy, reproduce, distribute or create derivative works, reverse engineer or reverse compile any part of the Website or its associated intellectual property or technology.
No Use of Confidential Information:
the User will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make the commercial use of, or reproduce in any way any:
- confidential information; or
- other copyrighted material, trademarks, or other proprietary information accessible via the Website,
- Licence to User Supplied Content: the User, by providing information or content to any account or public area of the Website (the “ User Supplied Content ”), immediately grants, and also represents and warrants that the User has the right and entitlement to grant, to Earlypay (or its nominee as may be nominated by Earlypay at any time) an irrevocable, perpetual, non-exclusive, fully-paid, worldwide licence to use, reproduce, publicly perform, publicly display and distribute the User Supplied Content (or any part thereof) and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorise sub-licenses of the User Supplied Content (or any part thereof).
- Upgrades and Testing: Earlypay may, from time to time, create, test or implement new features or services (the “ Website New Content ”) on the Website in which the User may voluntarily choose to participate, in accordance with the additional terms and conditions as applicable to the Website New Content, and by the User’s voluntary participation in such Website New Content the User grants Earlypay the rights and entitlements as contained within clause 3(c) in relation to User’s use of the Website New Content together with all User Supplied Content as provided by the User in relation to the Website New Content.
Disclosure by Law:
the User acknowledges and agrees that Earlypay is fully entitled to disclose all information and material as provided by the User if compelled or otherwise required to do so by law, at the request of a third-party, or if Earlypay, in its absolute discretion, believes that the disclosure is reasonably required in order to:
- comply with the law, requests or orders from law enforcement or any legal process (whether or nor such disclosure is required by applicable law); or
- (i) protect or defend Earlypay's, or a third-party's, rights or property,
Earlypay works hard to protect the User and our users from unauthorised access to or unauthorised alteration, disclosure or destruction of information that Earlypay holds, in particular, Earlypay:
- will review its information collection, storage and processing practices including physical security measures, to guard against unauthorised access to systems; and
- restricts access to personal information to Earlypay’s employees, contractors and agents who need to know that information in order to process it for Earlypay and who are subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.
- Use of Information for Research: by utilising the Website the User agrees to allow Earlypay to anonymously use the information and materials provided by the User, together with the User’s experiences of the use of the Website, to continue and enhance Earlypay's research into successful business practices and to improve the Website.
Links to Third-Party Websites and Dealings with Advertisers and Sponsors
the Website may contain links to other websites of third-parties including (without limitation) advertisers or other service providers, which are not under the control of Earlypay, and Earlypay is not responsible or otherwise liable for the content of any:
- linked site;
- link contained in a linked site; or
- any changes or updates to such websites,
- Dealings: the User’s correspondence or business dealings with, or participation in promotions of, advertisers or third-parties found on, or through, the Website or a consequence of the receipt of any products and/or services from Earlypay remains solely as communication and business between the User and such advertiser or third-party.
- Acknowledgment: the User acknowledges and agrees that Earlypay will not be responsible or liable for any loss or damage of any sort incurred as the result of the presence of such advertisers on, or via, the Website.
Disclaimer of Warranty
this clause will apply to the maximum extent permitted by applicable law and Earlypay:
- provides the products and services as supplied via the Website on an as is and as available basis;
- grants no, or otherwise provides any, warranties of any kind, whether express, implied, statutory or otherwise with respect to the provision of the products and services via the Website or any matter contained, or otherwise utilised, upon the Website including (without limitation) any implied warranties of merchantability, fitness for a particular purpose or non-infringement;
- does not warrant that the use of the products and services via the Website will be secure, uninterrupted, always, or otherwise readily available, error-free or will meet the User’s requirements, or that any defects in the Website or the products and services supplied via the Website will be corrected; and
- disclaims liability for, and no warranty is made with respect to, the connectivity and availability of the Website or any of the products and services as supplied via the Website.
Third-Party Content: opinions, advice, statements, offers, other information or content made available through the Website not directly by Earlypay (the “
Third Party Content
”) are those of their respective authors, and should not necessarily be relied upon, and the subject authors are solely responsible for the Third Party Content and Earlypay does not:
- guarantee the accuracy, completeness or usefulness of any information provided on, or by, the Website any of the products and services as supplied via the Website; or
- adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party other than Earlypay,
Beta Features: from time to time, Earlypay may offer new "beta" features or tools with which the User may experience or otherwise utilise on the Website and:
- such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Earlypay's sole discretion; and
- the provisions of clause 6(a) apply to the subject features or tools as referred to in this clause 6(c).
Limitation of Liability
- Damages and Aggregate Liability: in no event will Earlypay be liable for any incidental, special, consequential or indirect damages arising out of, or relating to, the use or inability to use the Website including (without limitation) damages for loss or corruption of data or programs, service interruptions and procurement of substitute services, even if Earlypay knows or has been advised of the possibility of such damages.
- Aggregate Liability: under no circumstances will Earlypay's aggregate liability, in any form of action whatsoever in connection with the Website Terms, the use of the Website or receipt of any of the products and services as supplied via the Website exceed the fees and charges paid by the User for the Website, or, if the User has not paid Earlypay for the use of the Website then the monetary amount of AUD$100.00 or its equivalent.
- No Liability: in no event will Earlypay, to the maximum extent permitted by law, be liable for any damages, whatsoever, whether direct, indirect, general, special, compensatory, consequential and/or incidental arising out of, or relating to, the conduct of the User or anyone else in connection with the use of the Website.
- Information Verification: Earlypay and its contractors, agents, representatives and service providers may use various methods of verifying information that the User has provided, however, none of those ways are perfect, and the User agrees that Earlypay and its contractors, agents, representatives and service providers will have no liability to the User arising from any incorrectly verified information.
The User agrees to indemnify, defend and hold harmless Earlypay, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including all reasonable legal costs and disbursements) relating to or arising out of the User’s:
- use of, or inability to use, the Website or any of the products and services as supplied via the Website;
- postings; or
violation of any:
- terms and conditions of the Website Terms;
- rights of a third-party; or
- applicable laws, rules or regulations,
and Earlypay reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User in which event the User must fully co-operate with, and provide all necessary assistance to, Earlypay, at the User’s cost and expense, in Earlypay asserting any and all available defences.
Commmunication and Privacy
- use your email address to send you messages notifying you of important changes to the Website or special offers;
- contact the User by telephone if the User voluntarily provides Earlypay with the User’s telephone number, in order to communicate with the User regarding use of the Website,
if the User does not want to receive such email messages or telephone calls, please notify Earlypay accordingly.
Term and Termination
- if the User does not want to receive such email messages or telephone calls, please notify Earlypay accordingly.
- Earlypay may terminate this agreement at any time, for any reason or no reason, without explanation, effective upon written notice to the User.
Earlypay reserves the right to:
- immediately suspend or terminate the User’s access to the Website, without notice, for any reason or no reason; and
- remove the User’s account information or data from the Website and any or all other records as held by, or on behalf of, Earlypay, at any time and in Earlypay’s sole discretion,
Specific Terms Controlling Other Services and Products
Earlypay provides other services and products besides the produces and services as being supplied via the Website (the “ Additional Services ”) and additional terms and conditions for the Additional Services may be presented to the User prior to the User’s acceptance of such terms and conditions and prior to the User utilising the Additional Services.
Third Party Software Products
Connection and Interaction:
the Website may enable the User to select and connect or interact with a third party software product, such as an e-invoicing or accounting software product, that the User may be using (hereinafter referred to each as a "
Third Party Software Product
") and in order to connect or interact with a specific Third Party Software Product the User:
- will need to have, and actually be signed-in to, an active user account for that Third Party Software Product (each a " Third Party Software Product Account "); and
is solely responsible for:
- registering the User’s Third Party Software Product Account;
- keeping the User’s Third Party Software Product active;
- the User’s choice to connect, interact with and use the Third Party Software Product; and
- the payment of any Third Party Software Product fees and charges to the provider of the Third Party Software Product in connection with User’s use of the Third Party Software Product,
- agrees to indemnify and hold Earlypay harmless, and expressly releases Earlypay, from any and all liability arising from the User’s use of, and/or connection to, a Third Party Software Product.
if the User chooses to connect or interact with a Third Party Software Product then the User:
- grants Earlypay authorisation to access Customer's Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and
- agrees to cooperate with, and provide all reasonable assistance, to Earlypay, at the User’s costs and expense together providing any information that Earlypay or the Third Party Software Product provider may request in order to enable Earlypay to access Customer's Third Party Software Product Account.
Earlypay will only access and use the User’s Third Party Software Product in order to:
- perform Background Checks below (please refer to below for more information about this); and
- provide the products and services as supplied via the Website to the User.
if the User connects or interacts with a Third Party Software Product then Earlypay:
- may, and is entitled to, collect certain data and materials from that Third Party Software Product (the " Third Party Software Product Data "); and
- shall only collect the Third Party Software Product Data that the Third Party Software Product provider enables, or otherwise authorises, Earlypay to collect by utilising the Third Party Software Product provider's "connect" tool,
- perform Background Checks on the User and any of its Debtors; and
- provide the products and services supplied via the Website to the User.
- Consent: the User, hereby, provides its express consent for Earlypay to collect and use the User’s Third Party Software Product Data for the purpose of performing the Data Uses.
- Earlypay Credentials: if Earlypay provides any credentials, identification or other information to enable the User to connect with a Third Party Software Product, the User agrees not to use said information for any purpose except to connect to the Third Party Software Product as part of User’s utilisation of the Website.
- Acknowledgement: the User acknowledges that any restriction upon Earlypay from being able to obtain a connection or interaction with the User’s Third Party Software Product Account will prevent the User from being able to use this Website and will constitute a breach of the Website Terms.
- Commission Payments: the User acknowledges and agrees that by utilising the Website Earlypay from time to time may engage in undertaking commission payments to Third Party Software Product providers and full disclosure of these commission payments can be provided by contacting [email protected]
- may choose to provide, transmit, upload, import or make accessible certain data, including (without limitation) the Third Party Software Product Data to Earlypay (referred collectively hereinafter as the " User Data ") for Earlypay to use in connection with the provision of the Website and Earlypay may utilise the User Data to perform Background Checks and to provide the products and services via the Website to the User (as referred to as the Data Uses as defined above);
- provides its express consent and permission for Earlypay to collect and utilise the User Data for the purpose of performing the Data Uses; and
- retains ownership of the User Data.
- follow generally accepted industry standards to protect the security and confidentiality of the User Data; and
The User represents and warrants that:
- it owns or has obtained the right to all of the intellectual property rights subsisting in the User Data, and has the right to provide Earlypay the licence granted herein to such User Data; and
the User Data is:
- accurate, current and complete;
- not misleading or false; and
- does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party.
- shall remain solely responsible and liable for its User Data including (without limitation) for Earlypay’s reliance upon the User Data in order to perform Background Checks and to provide the products and services supplied via the Website to the User; and
- agrees to indemnify and hold Earlypay harmless, and expressly release Earlypay, from any and all liability arising from the foregoing.
The User acknowledges that:
- is solely responsible for the backup of its Data; and
- will lose access to any User Data that the User deletes.
- the User:
Business Purpose Declaration
declares that the credit and other forms of financial accommodation that may be provided to the User pursuant to the Website by Earlypay is to be applied wholly or predominantly for:
- business purposes; or
- investment purposes other than investment in residential property; and
should only agree to this declaration if the credit and any other forms of financial accommodation as obtained pursuant to the Website is wholly or predominantly for:
- business purposes; or
- investment purposes other than investment in residential property,
- acknowledges that it is recommended that the User seeks independent legal advice if the User is unsure of its rights.
- Damage: the User acknowledges and agrees that any violation of the Website Terms may cause Earlypay irreparable harm and damage and, as a consequence, the User agrees that Earlypay will be entitled to seek extraordinary relief in court including (without limitation) temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Earlypay may have for a breach of these Website Terms.
- Survival: unless otherwise explicitly stated, the Website Terms will survive termination of this agreement.
- Enforcement: the failure of Earlypay to exercise or enforce any right or provision of these Website Terms does not constitute a waiver of such right or provision.
- Severance: if any provision of these Website Terms is held invalid, the remainder of the Website Terms will continue in full force and effect.
- Limitation: regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Website Terms, the Website and/or any of the products and services as supplied via the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Earlypay makes no representations, warranties or other guarantees of any kind as to the accuracy, completeness or timeliness of any price quotes, nor does Earlypay make any representations, warranties or other guarantees of any kind as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment of any kind and understand that we are not a broker or dealer in securities, and not an investment or financial advisor;
- is solely responsible for its own investment research;
- prior to undertaking any securities transaction should consult a broker or other financial advisor with respect to the price, suitability, value or other aspects of any stock, mutual fund, security or other investment.
- Controlling Law and Jurisdiction: the User agrees that Australian law (without giving effect to its conflicts of law principles) will govern these Website Terms, the Website and the products and services supplied via the Website and that any dispute arising out of or relating to these Website Terms, the Website or any of the products and services supplied via the Website will be subject to the exclusive jurisdiction and venue of the federal and state courts within Australia.