OVERVIEW OF KEY TERMS

Welcome to the HospoPay Platform!

Please read all of the information below, including Member eligibility rules and the terms and conditions of participation on the HospoPay Platform (Membership Terms). The Membership Terms are issued and administered by HospoPay Pty Limited (ACN 640 610 117) (HospoPay).  By accepting the Membership Terms you will have a direct contractual relationship with HospoPay.

In order to join the HospoPay Platform, you will need to acknowledge and accept the Membership Terms during the onboarding process. By completing the onboarding process, you confirm that you have read, and agree to comply with, the Membership Terms.

When you opt for an Invoice to be paid via the HospoPay Platform, you will be asked to re-confirm your acceptance of the Membership Terms. This includes the acceptance of the terms applicable to the 28-day interest-free loan provided to you by HospoPay (or its designated credit provider) for the payment of the Invoice.

PRIVACY

Members on the HospoPay Platform should be aware that HospoPay and its service providers collect personal information relating to Members (including Venues) for the purpose of completing credit assessments and to administer the HospoPay Platform.  Please refer to the HospoPay Privacy Policy at www.hospopay.com for information on how we comply with our obligations under the Privacy Act 1998 (Cth) in respect of the use of your personal information.

WHAT DOES HOSPOPAY DO?

  • HospoPay provides a ‘buy-now-pay-later’ software and technology platform that allows Venues in the hospitality industry to manage and pay Invoices for purchases of goods and services from Suppliers on 28-day interest-free terms (subject to credit assessment and compliance checks).
  • HospoPay also provides an end-to-end invoice management system, including a digital ‘Hospo Wallet’ that allows both Venues and Suppliers to connect and automatically pay for goods and manage the payment of Invoices in one location using the HospoPay Platform.

IMPORTANT INFORMATION - MEMBER ELIGIBILITY, FEES, PRE-AUTHORISATION AND LIABILITY

  • You must be over 18 years old and be the authorised holder of an eligible debit or credit card to apply to be a Member of the HospoPay Platform.
  • You must be a Venue (or owner of a Venue) registered as a business or sole trader, or authorised by such owner or Venue, to be eligible to use the HospoPay Platform. Eligibility will be determined at the sole discretion of HospoPay. The HospoPay Platform is a business-to-business platform and is not available directly to consumers of products or services.
  • Venues on the HospoPay Platform will pay a fixed Subscription Fee of $50 per month unless otherwise agreed or waived by HospoPay.
  • All loans provided to Venues for the payment of invoices for goods or services purchased from Suppliers are subject to credit assessment and compliance processes undertaken by HospoPay or its service providers.
  • As part of our approval process, we may (including through our service providers) conduct a pre-authorisation on your nominated account. This may involve placing funds in the account linked to your Nominated Payment Source on hold each time you make a purchase. We may require funds to be transferred into your account before an Invoice is to be paid by us via the HospoPay Platform.
  • You can make repayments to HospoPay before the due date. Otherwise, HospoPay will automatically process payments at the end of the 28-day interest free period from your selected bank account.
  • In order to streamline the collection of payment on invoice loans, HospoPay will have direct debit access to your bank account, similar to your credit card provider.
  • If repayment of your loan is not made on or before the due date, late fees will apply following end of day 29. Late fees will be charged to accounts that remain overdue at a daily rate of 0.10% of the Outstanding Invoice Amount (which equates to approximately 36.5% per annum), unless waived by HospoPay.
  • Before late fees are charged, HospoPay will attempt to take payment from your designated account twice. A dishonour fee of $10 will apply to each failed payment.
  • If you aren’t able to pay us on time, please contact us as soon as possible.
  • The delivery/quality of goods or services by Suppliers and all refunds relating to the goods or services is the responsibility of the Supplier.  To the full extent permitted by law, HospoPay accepts no responsibility or liability in connection with any goods or services provided by the Supplier.

MEMBERSHIP TERMS

The following terms and conditions will apply to your use and access to the HospoPay Platform.

Please read these terms and conditions carefully.  These terms and conditions impose rules, obligations and other responsibilities on you in respect of your use of the HospoPay Platform. In particular, these terms and conditions contain conditions regarding the provision of loans to you for the payment of your invoices.

1.1  Nature of this Agreement

(a) This Agreement is a contract between you (you or your) and HospoPay Pty Limited ACN 640 610 117 (HospoPay, we, us, our).

(b) This Agreement sets out the terms and conditions that apply to your access and use of the HospoPay Platform for invoice management and buy-now-pay-later payment services as a Member, including all associated Products and Invoice Loans provided by us to you.

(c) You agree that your acceptance of these terms and conditions, and ongoing use of our Products, shall constitute your acceptance of this Agreement. If you do not want to be bound by this Agreement, you must not use the HospoPay Platform, including for the purpose of paying any of your invoices.

1.2  Policies

(a) Before you create an Account with us or use any of our Products, you should read this Agreement, as well as HospoPay’s Privacy Policy and any other policy found on our Website, which are incorporated into this Agreement by reference.

(b) We recommend that you store or print a copy of this Agreement (including all policies) for your records. To the extent of any inconsistency between this Agreement and any incorporated policy, the incorporated policy will prevail.

  1. Use of the HospoPay Platform

2.1  Provision of interest-free loan

(a) The HospoPay Platform allows you to pay Invoices for the purchase goods and services from Suppliers with extended credit provided by HospoPay (or its designated credit providers) at no cost to you (interest-free) over 28 days.

(b) By electing to pay an Invoice with a Supplier using our Products, you provide us with unconditional and irrevocable consent and direction to pay (or procure an affiliate to pay) the Supplier on your behalf.

(c) In consideration and in exchange for us paying an Invoice to the Supplier on your behalf, you will be obligated to repay to us (as principal debtor) the Total Invoice Amount, which may include any applicable taxes, duties or other related amounts charged by the Suppliers. You will be required to repay us within 28 days of the date of us paying the Total Invoice Value to the Supplier. You will also be required to pay any additional applicable Fees, including Late Fees if you miss a repayment to us on the due date, as set out in clause 4.

2.2  No responsibility or warranty for Goods

(a) You acknowledge that we do not have any control over, and are not responsible or liable for, the goods or services purchased by a Venue from Suppliers under an Invoice paid for on the HospoPay Platform. We cannot ensure that a Supplier you are dealing with will complete the transaction.

(b) We do not give any express warranty or guarantee as to the suitability, reliability or availability of products or services provided by a Supplier.

(c) Except as required by law, we do not guarantee continuous, uninterrupted or secure access to our Products, and we make no representations or warranties regarding the amount of time needed to complete processing of Invoices or payment transactions.

2.3  Member Eligibility

(a) To be eligible to be registered as a Member to use our Products you must:

(i)  be an entity or sole trader with an Australian Business Number (ABN) who operates a Venue, or be the owner or other authorised representative of such Venue who is at least 18 years old;

(ii)  be capable of entering into a legally binding contract and have a valid and verifiable email address and Australian mobile telephone number and provide a valid delivery address in Australia; and

(iii)  have access to a Payment Method, for example by being the holder of a valid bank account.

(b) By entering into this agreement, you represent and warrant that you are a business eligible to use our Products and are not a direct consumer of the goods or services.

(c) In connection with your use of your HospoPay Account and our Products, you agree to use your real name and true and correct personal details and not use an alias or false identity (even with the consent of the person whose identity you are using) or provide false, inaccurate or misleading personal details or seek to establish a fake, untraceable or unverifiable HospoPay Account.

  1. Your HospoPay Account

3.1  Creating your HospoPay Account

(a) We will create your HospoPay Account when you apply on our Website (www.hospopay.com) or through an Application, if applicable.

(b) Once your HospoPay Account is created, you will be prompted to choose and enter a secure password. You may subsequently access your HospoPay Account, using your secure password, through our Website or Application.

(c) You are responsible for maintaining the security of your Account details. We will not take responsibility for unauthorised access and use of your HospoPay Account unless we have failed to take reasonable steps to prevent such unauthorised access or use.

(d) You acknowledge and agree that if a person makes a payment using your HospoPay Account (whether with or without your authorisation), that person will be deemed to be you for the purposes of this Agreement and that will not (subject to clause 3.1(c)) affect your obligations under this Agreement, regardless of whether:

(i)  we are or at any time become aware of that or the use of your HospoPay Account not being authorised by you;

(ii)  there is a dispute, breach, defect or other issue in relation to the Order, the products or services subject to the Order or the associated sales contract or any other agreement between that person or a Supplier; or

(iii)  any rights or claims that we, our designated credit providers, a Member or a Supplier may have against that person.

except to the extent any use of your Hospopay Account by such a person is due to our negligence, wilful misconduct or breach of this Agreement.

3.2  Your obligations to us as a Member

By holding a HospoPay Account as a Member with us, you agree that you must:

(a) not open or use more than one HospoPay Account in respect of a Venue.

(b) pay any applicable Fees associated with your use of our Products and your Account;

(c) not provide us with any information that is false, inaccurate or misleading (including, without limitation, in relation to your identity or personal details or by using an alias or false identity, even with the consent of the person whose identity you are using or seek to establish a fake, untraceable or unverifiable HospoPay Account);

(d) ensure any information about you, including your contact details, is true, current and complete. If your information changes, you must update it through your Account via our Website or Application;

(e) provide to us in a timely manner all documentation relating to your identity, if requested by us;

(f) not use your HospoPay Account, our Products or Goods for any unlawful, fraudulent or improper activity, including for any experimental, testing or research purposes or otherwise in a manner for which they have not been designed;

(g) immediately contact us if you believe that your HospoPay Account may be subject to an unauthorised transaction, account takeover or other type of fraudulent activity or security breach and cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity on your HospoPay Account;

(h) pay any taxes that may apply to your use of our Products (including GST on payments or Fees, as applicable);

(i) not permit others to use your HospoPay Account, or allow anyone else to have or use your account password details;

(j) not use any technology (device, software or hardware) to damage, intercept or interfere with our Products, Website or Application;

(k) not create liability for us or cause us to lose (in whole or in part) any business from Suppliers; and

(l) authorise us to disclose Card-related profile and purchase behaviour information to third parties (including, without limitation, Visa and MasterCard) for the purpose of eliminating fraud and illicit behaviour.

3.3 Closing your HospoPay Account

(a) You may request to close your HospoPay Account by contacting us directly. You may only request to close your HospoPay Account if:

(i)  all amounts owing to us by you (including any Fees) have been paid in full to us; and

(ii)  no disputes or refunds are in progress (including in respect of any Order or with any Supplier to which we have paid an Invoice on your behalf).

(b) You may not close your HospoPay Account to evade investigations of any nature.

(c) We may close your HospoPay Account for any reason, within our reasonable discretion, including if you fail to pay any Outstanding Loan Amount. This Agreement will continue to apply to any Orders accepted prior to such closure until all amounts owing are received in full (including any Fees).

(d) Except as otherwise stated, this Agreement will be terminated once your HospoPay Account is closed. However, you will remain liable for all outstanding obligations related to the HospoPay Account even after it has been closed.

(e) We may immediately limit your access to our Products or suspend or close your HospoPay Account where we have reasonable cause to do so including, without limitation, where:

(i)  we reasonably consider it necessary to do so in order to:

(A)   protect the integrity of our systems or the Products;

(B)   prevent fraud;

(C)   limit the risk of money laundering or terrorism financing; or

(D)   otherwise protect us against legal, regulatory or non-payment risk;

(ii)   you do not pass our verifications or checks, including our pre-authorisation check described in clause 6.2;

(iii)  we reasonably suspect, or are aware, that you have breached this Agreement in a material respect (including by failing to make any payment due under this Agreement by the payment due date or by providing us with false, inaccurate or misleading information or using your HospoPay Account or our Products in breach of this Agreement); or

(iv)  we otherwise reasonably consider the activity associated with the HospoPay Account to be suspicious.

(f) We will use our best efforts to provide written notice to you before closing your HospoPay Account, in the circumstances described in clause 3.3 above, except where doing so may compromise any investigation related to your breach of this Agreement or unlawful or improper conduct. Where we close your HospoPay Account in accordance with clause 3.3, this Agreement will be terminated, and all amounts owed by you to us will immediately become payable to HospoPay

  1. Invoices, payments and billing

4.1  Invoice review and confirmation

(a) All Invoices which you elect for payment via the HospoPay Platform are subject to pre-approval by HospoPay (or its designated credit provider) at its discretion and will be subject to credit assessment and compliance assessments. We may choose not to pay an Invoice on your behalf for any reason, including if:

(i)  we reasonably consider this necessary in order to:

(A)   protect the integrity of our systems or the Products;

(B)   prevent fraud;

(C)   limit the risk of money laundering or terrorism financing; or

(D)   otherwise protect us against legal, regulatory or non-payment risk;

(ii)  you do not pass our verifications or checks, including those described in clause 6;

(iii)  we reasonably suspect, or are aware, that you have breached this Agreement in a material respect (including by failing to make any payment due under this Agreement on the payment due date);

(iv)  we otherwise reasonably consider the Invoice or Order to be suspicious.

(b) If we approve an invoice, you will receive notification via the HospoPay Platform direct to your HospoPay Account.

4.2  Determination not to pay Invoice

(a) If we determine not to pay an Invoice on your behalf:

(i)  if you wish to proceed with the purchase under the Invoice, you may pay such Invoice directly (provided all Outstanding Invoice Amounts have been paid to us) or the Supplier may accept an alternative payment method in its discretion or if required to do so by law;

(ii)  you agree that we will not have any liability for making a determination not to pay an Invoice on your behalf and the Supplier will not be obliged to deliver the Goods (or provide the services) the subject of the Invoice, unless required to do so by law; and

(iii)  you will have no obligation to make any further payments to us or our designated credit provider, or any other ongoing relationship with us or our designated credit provider, with respect to that Invoice.

4.3  Obligation to repay Outstanding Invoice Amount as a principal debt

(a) You agree to ensure that payment(s) of the Outstanding Invoice Amount is made to us before the end of the Repayment Period.

(b) You may make early payments through your Account, otherwise HospoPay (or its designated credit provider) will automatically process payments owed to it on the first day after the end of the Repayment Period. You authorise HospoPay or its designated credit provider to process such payments using the Payment Method details provided by you.

(c) If an Automatic Payment fails on any of the dates after the Repayment Period, HospoPay and its designated credit provider reserves the right to re-attempt to process the payment at a later time or date. We will re-attempt the collection process following the due date using the bank account details provided. If collection attempts fail, we will contact you directly.

(d) A $10 dishonour fee will apply each time a collection attempt fails, up to a maximum of two payments of the dishonour fee in period following the end of the Repayment Period.

4.4  Automatic Payments

(a) We will automatically charge an Automatic Payment for the Outstanding Invoice Amount directly to your Nominated Payment Source at the end of the Repayment Period. You will have the option to select a preferred Payment Method and Nominated Payment Source when your HospoPay Account is being created. You can update or change your preferred Nominated Payment Source or Payment Method at any time via your HospoPay Account.

(b) Subject to the other terms of this Agreement, you hereby expressly consent to, authorise and instruct HospoPay (or its designated credit provider) to deduct the Outstanding Invoice Amount as an Automatic Payment from your Nominated Payment Source at the end of the Repayment Period. You acknowledge that you are giving us the ability to collect or reverse variable payment amounts from or to your Nominated Payment Source, in accordance with the terms of this Agreement.

(c) You are responsible for ensuring that you have sufficient funds in your Nominated Payment Source available to make Automatic Payments at the end of the Repayment Period.  You are liable for any fees or charges imposed by your Nominated Payment Source, except to the extent that such fees or charges arise as a result of our error or system failure. If any fees or charges are imposed as a result of our error or system failure, please provide us with a copy of the relevant records, and we will reimburse you for the relevant fees or charges.

(d) If an Automatic Payment fails (for example, if your Nominated Payment Source is a credit or debit card which has expired), Late Fees may apply unless you otherwise make the scheduled payment on or before the relevant due date. You authorise us and our designated credit provider to satisfy any monetary liability you owe us by:

(i)  debiting your Nominated Payment Source at a later time or date;

(ii)  debiting any other Card which you have provided details of;

(iii)  offsetting the payment amount against any amounts we may owe to you; or

(iv)  any other legal means.

4.5  Late Fees

(a) If you fail to repay the Total Invoice Value before the end of the Repayment Period, a Late Fee will accrue on a daily basis on the Outstanding Invoice Amount that is due and payable by you.

(b) We may, at our sole discretion, reasonably delay the application of, or waive wholly or partly, any Late Fee. If Late Fees are or may be incurred as a result of HospoPay’s error, please let us know, and we will waive or refund such fees, as relevant.

(c) If your account becomes overdue, Suppliers will agree with HospoPay not to continue to supply Goods to you until all Outstanding Loan Amounts are paid.  If a Supplier continues selling Goods to you whilst your account is overdue, HospoPay will not be responsible for providing any credit and HospoPay may determine that the registration of the Venue and the Supplier is suspended or terminated.

4.6  Subscription Fees

Subscription Fees will be payable by you in respect of a Venue registered on the HospoPay Platform for ongoing access and use of our Products as set out in Schedule 1.  Subscription Fees will be payable monthly within 5 days of the commencement of each month of your membership.  All Fees payable under this Agreement are stated as exclusive of any GST payable.

4.7  Interest

No interest charges are payable by you for the use of our Products.

4.8  No set off

Notwithstanding any other provisions of this Agreement, you must make all payments in accordance with this Agreement and pay all other amounts in full to us under this Agreement without any set-off, withholding or reduction for any reason whatsoever, including any existing or future act, omission or default by us.

  1. Refunds & Credits

(a) If you decide to return Goods or seek a credit from a Supplier (as applicable), which have been purchased, and the Invoice has been paid using our Products, you will directly arrange the return with the Supplier, via notification on the HospoPay Platform.  You must ensure that the Goods are returned according to the Supplier’s returns policy or other instructions or your rights at law.

(b) It is your responsibility to notify the Supplier if you intend to return any Goods, within 48 hours of receiving the Goods (by disputing the invoice charge in your HospoPay Account).

(c) Unless we are notified by a Supplier that a return and refund is in progress, we will continue to process any Automatic Payments in accordance with clause 4.4 of this Agreement.

(d) Until such time that the Supplier has confirmed the return of the Goods and has issued a refund to us (or you have transferred the refund to us) for those Goods, you will remain liable to us and our designated credit provider (as applicable) for the full payment of the Total Invoice Value.

  1. Credit assessment and checks

    6.1  Assessment

We and our service providers and designated credit providers reserve the right to assess, and determine whether to accept each Invoice (which constitutes a loan) for payment in our sole discretion.

6.2  Repayment capability and identity checks

(a) We reserve the right to verify your identity, including if required under the Anti-Money Laundering and Counter-Terrorism Financing Act. Verifying your identity does not mean we will approve your Invoice for payment (see clause 4.1(a) for other variables that are considered).

(b) You agree to provide any information or documentation reasonably requested by HospoPay or service providers or designated credit providers or a Supplier to verify your identity in connection with your HospoPay Account or any Invoice.

(c) You authorise us and our service providers and our designated credit provider to make, directly or through third parties, any enquiries we consider necessary to verify your identity and assess your capability to make repayments of the Total Invoice Value in relation to an Invoice. This may include ordering a credit report, performing other repayment capability checks and verifying information you provide against third party databases.

(d) All information that HospoPay and its service providers and designated credit providers collects about you or the recipient you nominate for the Goods, including information collected in connection with the verification of your identity, will be collected, used and stored in accordance with the HospoPay Privacy Policy.

(e) You authorise HospoPay (and its service providers and designated credit providers) to disclose to third parties, to the extent required by any applicable laws or regulations, any information in relation to you or your HospoPay Account. In addition, you acknowledge that HospoPay the right to report any negative activity on your HospoPay Account (including late payments, missed payments, defaults or chargebacks) to credit reporting agencies.

(f) As part of our approval process and our assessment as to whether or not you have the means to fulfil your obligation to make payments to HospoPay, we reserve the right (through a service provider or designated credit provider) to conduct a pre-authorisation of your Nominated Payment Source. This may involve placing funds in the account linked to your Nominated Payment Source.

(g) You authorise and agree that HospoPay will, subject to compliance with its Privacy Policy, access information in your or your Venue’s accounting systems (including banking details) integrated with the HospoPay Platform to undertake credit assessment processes in relation to Invoice loans. For this purpose, you agree to assist HospoPay to connect to and integrate with your relevant accounting system as part of the on-boarding process relating to your membership.

  1. Our Intellectual Property

(a) The HospoPay Platform (including our Website and Application) and all content are the exclusive property of HospoPay. The information on the HospoPay Platform (including our Website and Application) is for information purposes only and is subject to change without notice.

(b) You must not copy, imitate, modify, alter, amend or use without our prior written consent any URLs representing our HospoPay Platform (including our Website and Application), or any of our content, logos, graphics, icons or other content published or in our printed media.

  1. Complaints and disputes

8.1  Disputes between you and a Supplier

(a) If you have a dispute with a Supplier, you should file a dispute through direct contact with the Supplier.

(b) Whilst HospoPay may facilitate communication between you and the Supplier, the outcome of your disputes with Suppliers will not affect HospoPay’s rights and remedies under this Agreement or your obligation to meet any payments due to us, except as expressly provided in clause 5.

8.2  Disputes between you and us

(a) We aim to:

(i)  acknowledge receipt of all complaints within 2 business days; and

(ii)  resolve all complaints within 21 days.

(b) If you wish to raise a dispute or submit a complaint to us, you should do so by contacting us using the details listed below. Disputes should be raised with us as soon as possible.

Email: hey@hospopay.com
Phone: 1300 100 729
Mail: PO Box 111 Annandale 2038

(c) You acknowledge that we (or any third party providing services on behalf of us) may monitor or record telephone conversations or electronic communication for quality control and training purposes or for HospoPay’s own protection. HospoPay does not provide any guarantee that any such monitoring or recording will be retained or retrievable.

9.2  How you can communicate with us

Except as explicitly stated otherwise, any notices to us should be given by mail or email to:

PO Box 111

Annandale NSW 2038

Email: hey@hospopay.com

  1. General

10.1  Amendments

(a) HospoPay may amend this Agreement at any time for any reason including, for example, if we change our Products, introduce new products or as required by law or regulators. We will post the amended Agreement on our Website.  If you do not agree with the changes, you may close your account in accordance with clause 3.3.

(b) We will not change any terms and conditions for an existing Invoice that has been accepted by us, such that the terms and conditions that will apply to an accepted Invoice are the terms and conditions that applied at the time the Invoice was submitted to HospoPay for payment.

10.2  System Outages

Access to our Products or the HospoPay Platform (including our Website and Application) may occasionally be unavailable or limited due to hardware or software failure or defects, overloading of system capacity, damage from natural events or disasters or disruptive human activity, interruption of power systems, labour shortages or stoppages, legal or regulatory restrictions as well as other causes outside of our control.  We accept no liability to you or to any person for access to the HospoPay Platform (including our Website and Application) being unavailable for any period of time.

10.3  Governing Law and Jurisdiction

This Agreement is governed by the law in force in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia.

10.4  Limitation of Liability

(a) HospoPay’s liability and the liability of its related bodies corporate and its and their respective employees, directors, representatives, agents and service providers (Interested Persons) for all claims arising under or related in any way to this Agreement no matter how arising, and whether in contract, tort (including negligence), or otherwise, will not exceed the total value of any affected Order(s) or Invoices, including any payments and Late Fees.

(b) The parties will take all reasonable steps to mitigate any loss incurred by them under this Agreement.

(c) HospoPay and each Interested Person will not, to the extent permitted by law be liable for any loss or damage (including any direct, indirect or Consequential Loss or damage) you or any third party may incur from your purchase or use of any Goods from a Supplier, except to the extent that we cause such loss or damage (in which case, our liability to you is limited as set out in clause 10.4(a) above). You acknowledge that any consumer-related claims you may have in respect of the Goods purchased from a Supplier will be a matter between you and the Supplier, subject to any obligation on us to process refunds and cancel future payments in accordance with this Agreement and our agreement with the Supplier.

(d) To the extent permitted by law, a party’s liability to the other party under or in connection with this Agreement is reduced to the extent, if any, to which the other party’s acts or omissions cause or contribute to its own loss or damage.

10.5  Indemnification

(a) You are responsible to HospoPay and any related companies of HospoPay to the extent they are involved in the provision of the Products for any loss, costs (including reasonable legal fees), expense or damage they suffered or incurred: (i) in connection with any claim or demand made by any third party due to or arising out of your breach of this Agreement, or your breach of any law or of the rights of a third party relating to your use of our Products, Website or Application; and (ii) as a direct or indirect consequence of unauthorised users accessing your account as a result of your negligence. To the extent that clause 10.5(a) gives a non-party rights, HospoPay contracts as trustee of the rights given under that clause.

(b) Your liability under clause 10.4(a) will be reduced proportionately to the extent that HospoPay, its contractors or agents: (i) caused or contributed to the relevant claim, demand, loss or damage; or (ii) failed to take reasonable steps to mitigate the relevant claim, demand, loss or damage.

10.6 Breach relating to misuse of the Products

(a) You acknowledge that it is imperative that HospoPay and Interested Persons are able to rely on:

(i)  the information you provide to us;

(ii)  the identity that you use; and

(iii)   that your use of your HospoPay Account and our Products be for the intended purpose.

(b) You acknowledge that a breach by you of any obligation in this Agreement may cause significant detriment to HospoPay and Interested Persons. You agree that monetary damages will not be sufficient to remedy that detriment, or may otherwise be incapable of being ascertained, and irrevocably consent to HospoPay and Interested Persons seeking and obtaining injunctive relief to obtain relevant documents from you and to prevent such breach, or orders of specific performance to compel compliance, in addition to any other remedies available at law or in equity.

(c) If HospoPay reasonably considers that you have breached an obligation under this Agreement in relation to your identity, the information you provide to us and/or your use of your HospoPay Account and our Products, you agree, on request from HospoPay, to provide uswith copies of all documents, notes or communications in relation to such alleged breach.

(d) This clause 10.6 survives termination of this Agreement.

10.7  Transfers or Assignments

(a) You cannot transfer or assign any rights (including by grant or enforcement of security in favour of financiers) you may have under this Agreement without our prior written consent.

(b) We may transfer or assign this Agreement, and any right under this Agreement, to a third party without notice to you or your consent unless the assignment will detrimentally affect your rights under the Agreement (in which case we will seek your consent prior to assignment, which consent must not be unreasonably withheld).

(c)  You agree that we or any of our credit providers from time to time may appoint third party collections agencies to collect any amounts owing by you under this Agreement without your consent. For the avoidance of doubt, you acknowledge that no assignment by us to another person of any amount you owe will require your consent or notice to you.

10.8  Termination

(a) If you do not agree with any terms of this Agreement, you may terminate this Agreement and delete your Account. We may still keep some of your details in our database to the extent that they have been shared with your contacts and they choose to keep this data.

(b) We have the right to terminate our relationship at 30 days notice. If your conduct or use of the Service endangers HospoPay or other users, we will remove your access instantly.

DEFINITIONS

Agreement” means this agreement and its schedule, together with any policies and documents incorporated by reference.

Application” means any online application developed for or by HospoPay for Venues to access the HospoPay Platform.

Automatic Payment” a payment, through the Payment Method you have chosen, that we (through our designated credit provider) will automatically charge directly to your nominated account.

Card” means any Australian card issued by Visa or MasterCard.

Consequential Loss” means any loss, damage or costs incurred that is:

(i)      indirect or consequential; and

(ii)     any loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity other than in respect of any such losses incurred by HospoPay directly in respect of this Agreement.

Fees” means any fees charged by us, as described in this Agreement and set out in Schedule 1.

HospoPay“, “we”, “us” or “our” means HospoPay Pty Limited ACN 640 610 117, and can include a HospoPay Affiliate where applicable.

HospoPay Account” or “Account” means an account that HospoPay creates to uniquely identify you and to enable you to use our Products.

HospoPay Affiliate” means a related body corporate or related entity of HospoPay, including one in another jurisdiction.

HospoPay Platform” means the software and technology platform provided by HospoPay to Venues and Suppliers, for the payment and management of Supplier invoices.

Goods” means any goods or services provided by a Supplier to a Venue from time to time, which are the subject of an Invoice that is paid or payable through the HospoPay Platform on behalf of a Member.

GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Invoice” means an invoice generated for the purchase of Goods from a Supplier.

Late Fees” mean the fees set out in Schedule 1.

Member” means an eligible person who is registered as a user of the HospoPay Platform pursuant to this Agreement.

Order” means a request submitted by you to a Supplier to purchase goods or services from a Supplier, in respect of which an Invoice is generated and uploaded to the HospoPay Platform for payment.

Nominated Payment Source” has the meaning given in clause 4.2(a).

Outstanding Invoice Amount“, at a given point in time, means the dollar amount of the Total Invoice Value which remains outstanding by a Venue (net of any early repayments).

Payment Method” means any payment method accepted by HospoPay from time to time.

Product” has the HospoPay Platform and all associated products and services provided by HospoPay of any HospoPay Affiliate (including payment and invoice management products).

Repayment Period” means the period commencing on the date that we pay an Invoice and ending on the date that is 28 days after such date.

Subscription Fees” mean the fees set out in Schedule 1.

Supplier” means a provider of goods or services which is registered as a supplier on the HospoPay Platform.

Total Invoice Value” means the total gross amount of your Order (in Australian dollars) as set out in the Invoice for the Order (including GST and before any refunds may be applied).

Venue” means a cafe, restaurant, bar or other venue in the hospitality industry which is registered by a Member on the HospoPay Platform.

Website” means www.hospopay.com and any other website operated by HospoPay, including the HospoPay application on which the HospoPay Platform is provided.

You” or “Your” means the Venue or the person identified as the owner of the Venue (or authorised by the owner of the Venue) when a HospoPay Account is created.

PRIVACY POLICY

This Privacy Policy applies to HospoPay Pty Limited (ACN 640 610 117) and its affiliates and related companies (HospoPay, we, us or our), and details how we collect, manage, use and share Personal Information, including but not limited to Personal Information collected on our website, applications, email, cloud-based services or in communication platforms (HospoPay Platform).

HospoPay is committed to respecting the privacy of your Personal Information and protecting all Personal Information in our possession or control. HospoPay is subject to the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).  Personal Information refers to information that is associated with a specific person and can be used to reasonably identify that person, but does not include information that has been made anonymous and cannot reasonably identify a specific person.

HospoPay operates provides a ‘buy-now-pay-later’ software and technology platform that allows participants in the hospitality industry to manage and pay invoices for purchases of goods and services on 30-day interest-free terms (subject to credit assessment and compliance checks).

HospoPay collects Personal Information relating to its customers who own and operate cafes, restaurants bars and other hospitality venues and are registered as members of the HospoPay Platform (Members).  This Privacy Policy forms part of the customer terms and conditions (Membership Terms) between HospoPay and its Members.

The suppliers registered on HospoPay Platform (Suppliers) and HospoPay’s service providers (including designated credit providers) (Third Parties) are independent of HospoPay and may have privacy policies which differ from ours. These Parties are responsible for their own privacy policies and privacy practices, which are available upon request made directly to these Third Parties.

The HospoPay Platform may also contain links to third party websites. These linked sites are not under our control and we are not responsible for content on these sites, nor are these sites subject to this Privacy Policy. Before disclosing your personal information on any third party website we recommend that you examine the terms and conditions and privacy policy of that site.

This Privacy Policy applies when you sign up for, access, or use our services, features, technologies, functions (including the provision of invoice loans for the purchase goods and services) via the HospoPay Platform  (our Products) and in relation to Personal Information we may otherwise collect during the course of our business as set out in this Privacy Policy.

HospoPay may amend the Privacy Policy at any time. The updated version will be available by following the ‘Privacy’ link on the Websites. The revised version will be effective from the time we post it on our website. HospoPay may highlight any material changes to the Privacy Policy that may impact you by notifying you by email or otherwise.

Collecting Personal Information

HospoPay strives to be fair and open about the way we collect information about you and what we intend to do with the information.  We receive and store certain types of information from you when you interact with the HospoPay Platform, including to undertake credit and transaction integrity processes in order to assess the provision of an invoice loan to you. A part of your membership terms, you agree that we may direct access Personal Information for these purposes through our connection with your Venue’s accounting or banking systems.

We store “cookies” and other web-based files on user devices to get certain types of information when your web browser, mobile phone, or other device accesses the HospoPay Platform.  The information sent to us may include data on the pages you access, your computer IP address, device identifiers, the type of operating system you are using, your location, mobile network information, standard web log data and other information. Web log data includes the browser type you are using and traffic to and from our site. When you visit the HospoPay Platform or use our Products, we may also collect information about your transactions and your activities. Details on our collection of Personal Information through the use of cookies and analytical services is set out below.

In addition, if you open an HospoPay account with us or use our Products, we may collect the following types of information:

  • Contact information, such as your name, address (including your geolocation), phone number and email.
  • Financial information, such as the full bank account numbers and/or credit or debit card numbers that you link to your HospoPay account or give us when you use our Products.
  • Detailed Personal Information such as your date of birth, drivers license number, or other identification information or documents.

We may also obtain information about you from Third Parties or our affiliates, as well as credit reporting bodies and identity verification services, and publicly or commercially available sources for the purposes of complying with relevant legislation (eg. anti-money laundering laws).

You may choose to provide us with access to certain Personal Information stored by third parties such as social media sites. The information we may receive varies by site and is controlled by that site. By associating an account managed by a third party with your HospoPay account and authorising HospoPay to have access to this information, you agree that HospoPay may collect, store and use this information in accordance with this Privacy Policy.

We may also collect your Personal Information if you enter a competition or promotion we run (either directly or through our marketing agents or our affiliates or Third Parties), or if you apply for employment with us either directly or through a recruitment or employment agency. We may collect Personal Information about our staff directly from those staff or from our affiliates or Third Parties. We may also collect the Personal Information of our Suppliers or Third Parties during the course of our business activities. The information we collect may include your name, position, contact details and training records.

In order to help protect you from fraud and misuse of your Personal Information, we may collect information about your use and interaction with the HospoPay Platform or our Products. For example, we may evaluate your computer, mobile phone or other access device to identify any malicious software or activity.

We may also collect additional information from or about you in other ways, such as through contact with our customer support team, suppliers or service providers (whether via mail, email or through telephone enquiries), your responses to a market survey, and from interactions with HospoPay’s affiliates or Third Parties or as otherwise notified to you at the time.

Using Personal Information

HospoPay only collects, holds and handles information about you that is necessary for us to perform the services you request from us, that is otherwise reasonably necessary for our business activities or if required by law, court, or tribunal order.

We may use Personal Information we collect about you for a number of purposes including:

  • provide (or assess whether to provide) our Products, including for credit assessment processes in connection with invoice loans provided through the HospoPay Platform;
  • customer support;
  • processes invoice loans, including payment of invoice loans and to send notices about your transactions;
  • resolve disputes, collect fees, and troubleshoot problems;
  • investigate and prevent potentially prohibited or illegal activities;
  • enforce our Membership Terms with you;
  • customise, measure, and improve the HospoPay Platform and our Products;
  • deliver targeted marketing, service update notices, and promotional offers based on your communication preferences;
  • contact you via telephone, text (SMS) or email messaging, including as authorised by the Membership Terms which apply to our relationship with you;
  • compare information for accuracy and verify it with third parties;
  • confirm your identity for the purposes of anti-money laundering and counter-terrorism laws and assess applications and your suitability for our Products;
  • to consider you for a position at HospoPay or its affiliates for which you have applied;
  • for the purpose of performing data analytics including to improve our services;
  • for other purposes to which you have consented; and
  • as required or permitted by relevant laws and regulations.

You agree that we may use your Personal Information for the purposes for which we collect it and for related purposes which would be reasonably expected by you.  

If all or some of your Personal Information is not collected or cannot be verified, we may be unable to provide you with our Products or a customised experience, engage with you, or do business with you.

How we share Personal Information with other parties

We may share your Personal Information with:

  • our affiliates and related companies;
  • our partners and the suppliers and service providers who help with our business operations including in relation to fraud prevention, identity verification, payment collection, marketing, customer service, and technology services;
  • our third party suppliers, so that they can provide goods or services to you (or the recipient of third party goods or services) or respond to a complaint by you, or to help them improve the quality and standard of service they provide to you. If you transact with a retailer in another country, we will disclose personal information to such locations.
  • financial institutions that we may partner with to jointly create and offer a product;
  • credit reporting bodies and collection agencies, including to report account information, as permitted by law. When we share your Personal Information with credit reporting bodies we authorise them to use that information for the purposes of providing their credit reporting services. To request a credit report, we will provide information to the credit reporting body that identifies you;
  • banking partners as may be required by credit card association rules for inclusion on their list of terminated merchants;
  • companies that we plan to merge with or be acquired by or who may invest in us;
  • law enforcement, government agencies or officials, or other third parties pursuant to a subpoena, court order, or other legal process or requirement applicable to HospoPay;
  • when we need to do so to comply with law or credit card rules; or when we believe, in our sole discretion, that the disclosure of Personal Information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate suspected violations of the Membership Terms;
  • your nominated referees so that we may check your references if you are applying for a position with HospoPay; and
  • other third parties with your consent or direction to do so.

Please note that these third parties may be in other countries where the laws on processing Personal Information may be less stringent than in your jurisdiction. When we disclose your Personal Information overseas, we will take all reasonable measures to ensure that your information is held, managed and accessed in accordance with appropriate standards for the handling of Personal Information.

In addition, you should note that Suppliers that you buy goods or services from or contract with (even if such goods or services are purchased using Invoice Loans provided by HospoPay) have their own privacy policies, and HospoPay is not responsible for their actions, including their information protection practices.

We will only share your Personal Information with third parties as described in this Privacy Policy or as otherwise notified to you at the time of collection or with your consent.

If you open an HospoPay account directly on a third party website or via a third party application, any information that you enter on that website or application (and not directly on the HospoPay Platform) will be shared with the owner of the third party website or application. These sites are governed by their own privacy policies and you are encouraged to review their privacy policies before providing them with Personal Information. HospoPay is not responsible for the content or information practices of such third parties.

Consent

We may require your consent to use and/or disclose your Personal Information if we need to use your information for a purpose that is not related to the purpose for which it was collected.

If you do not consent to HospoPay collecting, using and/or disclosing your Personal Information for such other purposes, this may affect HospoPay’s ability to deliver and improve our products and services, or to engage or do business with you.

When you provide us with your name, date of birth and residential address in establishing your profile with us, you consent to us disclosing that information to credit reporting bodies and requesting an assessment of whether it matches personal information held by the body to assist in verifying your identity under anti-money laundering laws. The body may provide us with that assessment and use your personal information, and the names, residential addresses and dates of birth of other individuals, to prepare that assessment.

If there is a failure to verify your identity in the way described above, we will notify you within the secure HospoPay service or otherwise. In Australia, we use Illion (www.illion.com.au) to provide us with the assessment to assist in verifying your identity.

If you do not want to proceed in this way to verify your identity, you should contact us, as provided below.

Marketing and privacy

HospoPay may send marketing materials from time to time to those who have provided HospoPay with Personal Information about products and services offered by HospoPay and its affiliates.

If you signed up to receive newsletters or other marketing communications from us, you can opt-out any time by clicking the unsubscribe link at the bottom of the message.  You can also log-in to your account to opt-out and update your marketing preferences at any time.

Even after you opt-out or update your marketing preferences, please allow us sufficient time to process your marketing preferences.  Unless otherwise required to process your requests earlier by law, it may take up to 5 days to process your opt out requests in relation to receipt of electronic marketing materials such as emails and SMS, and up to 30 days for all other marketing-related requests.

Even after you opt-out of receiving marketing communications from us, we may still contact you for transactional or informational purposes.  These include, for example, customer service issues, returns or product-related inquiries, outstanding payment inquiries, surveys or recalls, or any questions regarding a specific order.

You may also contact us on:

Email: hey@hospopay.com

Phone (Australia): 1300 739 707

Mail: Level 1, 121 Trafalgar Street Annandale 2038 NSW

Protecting Personal Information

HospoPay will keep your Personal Information secure by taking reasonable steps to protect it from misuse, loss, and unauthorised access, use, modification, and disclosure. We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorised access, disclosure and alteration.    

We also review our security procedures periodically to consider appropriate new technology and updated methods.  Only properly authorised people who have a need to access Personal Information to perform their job will be able to see or use that information. Even so, despite our reasonable efforts, no security measure is ever perfect or impenetrable.

Accessing and requesting correction of Personal Information

We will strive to ensure that information about you is accurate when we collect or use it. Subject to some exceptions under privacy law, we will let you see the information we hold about you and correct it if it is inaccurate, incomplete or out-of-date. If we do not grant you access to your Personal Information or do not agree to correct your Personal Information we will tell you why.

If you wish to obtain access to and/or correct your Personal Information held by HospoPay, please contact HospoPay on:

Email: hey@hospopay.com

Phone (Australia): 1300 739 707

Mail: Level 1, 121 Trafalgar Street Annandale 2038 NSW

Unless we do not agree to your request for access to Personal Information, in most cases HospoPay will provide you with access as soon as reasonably possible following receipt of your request. If you request corrections to your Personal Information and HospoPay agrees with your request, these changes will be made as soon as practicable. If HospoPay does not agree to your request for correction, it will notify you of the reasons it does not agree and will note your request on the records it holds about you. If you are dissatisfied with our refusal to provide you with access to, or correct, your Personal Information you may also complain to the applicable regulator in your jurisdiction.

Subject to the terms set out in the Membership Terms, you can also close your HospoPay account through the HospoPay Platform. If you close your HospoPay account, we may retain information from your account for a period of time to collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, prevent fraud or risk, enforce the Membership Terms, or take other actions as required or permitted by law.

Resolving your concerns

If you have a complaint regarding HospoPay’s management of your Personal Information, please prepare your complaint in writing and email it to us at hey@hospopay.com HospoPay will provide written acknowledgement of your complaint within 7 days of receipt. We will investigate and advise you of the steps we have taken to resolve your complaint within 30 days of receipt of your complaint.