LIMEPAY MERCHANT SERVICES AGREEMENT GENERAL TERMS

These general terms (General Terms) set out the terms and conditions on which Limepay Pty Ltd (Limepay or we or us) agrees to provide certain services to agreed merchants (Merchant or you or your). These General Terms should be read in conjunction with and supplement your specific terms agreed with Limepay (Specific Terms). Upon your acceptance of the Specific Terms you also agree to these General Terms. If there is any inconsistency between these General Terms and a Merchant’s Specific Terms, the Specific Terms prevail to the extent of the inconsistency. Section 23 sets out the defined terms used in these General Terms.

  1. Our services
    1. Limepay will provide the services selected by the Merchant in its Specific Terms (the Services).
    2. The parties acknowledge and agree that Limepay is free to provide the same or similar Services to any other person (including any retailer or merchant whose business is in competition with the Merchant).
    3. Limepay will comply with all Applicable Laws in relation to the provision of the Services and maintain all licences, approvals and permits required in order for us to provide the Services.
    4. If we have agreed to provide Payment Processing Services, you agree to pay the Processing Fees. The Processing Fees are applied at the time of a Transaction and are deducted from the Purchase Price payable to the Merchant. Processing Fees are non-refundable in the event you approve a refund of the Purchase Price to the Customer.

  2. Service process and obligations
    1. You acknowledge and agree:
      1. your Buy Now Pay Later Service consists of you providing credit to Customers for an amount equal to the Purchase Price and you have full responsibility to comply with all Applicable Laws in so far as they relate to your Buy Now Pay Later Service;
      2. you retain full responsibility for delivery of the Goods to Customers.

    2. In relation to our provision of Payment Plan Services you must:
      1. accurately represent to Customers the terms of your Buy Now Pay Later Service using the Customer Terms, including not representing that your Buy Now Pay Later Service is the provision of credit by us to the Customer;
      2. display the Customer Terms (as updated and amended from time to time by us in accordance with clause 11), prior to the Customer using your Buy Now Pay Later Service via a hyperlink requiring the Customer to tick a box to affirmatively agree to the Customer Terms before proceeding;
      3. not amend the Customer Terms without our prior written approval, which may be withheld at our sole discretion; and
      4. not impose any fees or charges, interest, or surcharge on a Customer for using your Buy Now Pay Later Service.

    3. In relation to our provision of Payment Plan Services to you we:
      1. may update the Customer Terms at any time in accordance with clause 11, and you agree to us posting an updated copy of the Customer Terms on your Website with such updated terms to take effect immediately in relation to all new purchases using the Services;
      2. will communicate with the Customer on your behalf to provide Transaction confirmations, Repayment schedules and notice of the acquisition of the relevant Customer’s Debt;
      3. will perform identify verification and credit assessment as we consider appropriate in our absolute discretion, on each Customer to amongst other things ensure the Services comply with Applicable Law (Due Diligence); and
      4. will notify you if we decline to purchase a proposed Customer’s Customer Debt and following such notification we are under no obligation to purchase that Customer Debt as part of the Factoring Services.

    4. Subject to this clause 2, contemporaneously with (but immediately following in time) a Customer checking out using your Buy Now Pay Later Service and us undertaking Due Diligence (and prior to the first Repayment), Limepay agrees to acquire the Customer’s Debt from you by paying the Debt Purchase Price to your Account and you agree to irrevocably assign to us all your rights and obligations under the relevant Customer Terms, including the right to receive all Repayments from the Customer. We will notify the Customer of the assignment immediately following payment of the Debt Purchase Price.
    5. Notwithstanding the paragraph above, you agree and acknowledge that the acquisition of any given Customer Debt is subject to our approval, which may be withheld at our discretion.
    6. The balance of your Account (if any) will be remitted to a bank account nominated by you at 11:59:59 pm each day, but due to processing times, payments may take up to 3 business days to appear in your nominated account.
    7. You agree that, notwithstanding the Customer Debt (and benefit of the Customer Terms) has been assigned to us, all communications to Customers regarding Repayment reminders and other communications relating to the Customer’s account will continue to use your branding in accordance with the licence granted in clause 9 until Limepay initiates steps to recover the Purchase Price from the Customer.

  3. Merchant obligations
    1. You must:
      1. not represent that you act on behalf of, or as agents for, us;
      2. comply with all laws in relation to the sale of the Goods, the provision of credit to Customers and the assignment of Customer Debt to us;
      3. not engage in any misleading or deceptive conduct in relation to the sale of the Goods by you and the Services provided by us;
      4. provide us with accurate, correct and valid information that we require and promptly notify us of any changes - which could include such information as total Transactions and aggregate chargeback data;
      5. deal with all Customer disputes, complaints and enquiries in accordance with law and for the avoidance of doubt, Merchant acknowledges it is responsible for all Customer claims relating to Transactions;
      6. immediately reimburse Limepay for all disputes (or chargeback) fees charged to Limepay by a payment processor in respect of a Customer dispute or query relating to amounts payable by a Customer;
      7. provide us with any necessary information to contest a chargeback claim 15 days prior to that claim’s due date;
      8. ensure that you reasonably assist with any requests from us for information relating to any internal complaints processes that we may have;
      9. act in good faith and collaboratively with us to resolve any disputes or customer success related issues;
      10. do all things necessary to facilitate any request from us for Customer Data;
      11. comply with any Specifications issued by us and all material terms of this Agreement;
      12. take reasonable steps to ensure that all Customers do not do, anything which will result in a loss or unnecessary expenditure of Limepay or will breach any criminal or civil law or use the Services in a manner which facilitates, causes or results in anything illegal, or any of the things that constitutes Restricted Activities; and
      13. use commercially reasonable efforts to monitor and take action to decrease the likelihood of Restricted Activity and to reasonably assist us in complying with Applicable Laws.

    2. You acknowledge and agree that you:
      1. will provide accurate information and reasonable assistance to us in relation to the use and delivery of the Services;
      2. are solely responsible for providing support and related services to the Customers for all issues relating to the supply of the Goods and the Goods themselves;
      3. waive any right to make any claim against us for any amounts or liability associated with our refusal to accept a Transaction or pay the Debt Purchase Price;
      4. you will provide us with such information and Customer Data, as is necessary for us to establish accounts, comply with Applicable Laws and payment industry rules or standards or as otherwise reasonably necessary for us to provide the Services; and
      5. will promote the Services in accordance with this Agreement.

  4. Refunds
    1. Your refund policy, including any conditions or limitations on refunds, cancellations or exchanges, must be provided to Customers before they purchase Goods from you. You have sole discretion to approve a Customer’s request for a refund. Limepay will process a refund in accordance with this clause 4 when (and only when) it is notified that you have approved a refund. Limepay will refer any queries or enquiries with respect to refunds, or the condition of the Goods directly to the Merchant. All liability for refunds sits with the Merchant.
    2. If the Merchant accepts a Customer’s request for a refund (either fully or partially), the following terms apply:
      1. on Transactions where the Purchase Price is paid in full by the Customer:
        1. where you notify us you have approved a full refund, we will deduct the Purchase Price from your Account and pay that amount to the Customer’s nominated debit/credit card;
        2. where you notify us you have approved a partial refund (being a refund for an amount less than the full Purchase Price), we will deduct the refund amount (as advised by you) from your Account and pay that amount to the Customer’s nominated credit/debit card;

      2. on Transactions where the Customer has paid for the Goods using your Buy Now Pay Later Service:
        1. where you notify us you have approved a full refund we will: deduct the Debt Purchase Price from your Account; charge your Account a Refund Fee equal to the Debt Discount; pay the amount of any Repayments already made by the Customer to their nominated debit/credit card; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed. If the refund amount is greater than the Debt Purchase Price, a Refund Fee equal to the difference between the refund amount and the Debt Purchase Price will be charged to your Account;
        2. where you notify us you have approved a partial refund (being a refund for an amount less than the full Purchase Price) and the Customer’s Repayments owing to us are greater than the refund amount, we will: deduct the refund amount from your Account; adjust the Customer’s Repayment schedule to reflect the change to the new amount owing; notify the Customer of their updated Repayment schedule; and continue debiting Repayments from the customer’s card until the new amount owing is paid in full;
        3. where you notify us you have approved a partial refund equal to the Customer’s outstanding Repayments we will: deduct the refund amount from your Account; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed;
        4. where you notify us you have approved a partial refund and the Customer’s outstanding Repayments are less than the refund amount, we will: deduct the refund amount from your Account; pay the difference between the Customer’s outstanding Repayments and the refund amount to the Customer’s nominated credit/debit card; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed;
        5. where you notify us you have approved a partial refund and the refund amount exceeds the Debt Purchase Price we will: deduct the Debt Purchase Price from your Account; charge you a Refund Fee equal to the difference between the total refund amount and the Debt Purchase Price; pay the refund amount to the Customer’s nominated credit/debit card; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed.

    3. Refund Fees are charged to your Account on a quarterly basis. We will notify you of these charges when they are made.
    4. If the funds in your Account are less than the amount required to be refunded to a Customer, we will deduct the balance of your Account and deduct the remaining amount owing from the next Debt Purchase Price payable to you. If the amount owing is not satisfied within seven days, we are entitled to demand immediate payment from you.

  5. Security
    1. You must:
      1. take all reasonable steps to prevent fraudulent use by your Customers of the Services; and
      2. notify Limepay in writing without undue delay upon becoming aware of the loss, theft, misappropriation or unauthorised use of the Services or Goods (as applicable) or suspicion of the same, including in relation to a Transaction or Customer.

  6. Suspected Fraud and Illegal Activity
    1. You must notify us, as soon as reasonably practicable, if you become aware of any fraudulent, Restricted Activity or other illegal activity on the part of a Customer using the Services (including, without limitation, money laundering or terrorist financing), or suspicion of the same.
    2. In addition to our rights under clause 8, if we suspect that any use of the Services is fraudulent, is not authorised, is in violation of this Agreement, a law or regulation, or is likely to expose either, us, or any other party to harm, or that you are facilitating any similar activity or outcome, we reserve the right to:
      1. immediately terminate the Services;
      2. immediately suspend the Services until the issue(s) prompting the suspension are resolved to our satisfaction or the Services are terminated under clause 6.2(b) or clause 8;
      3. not process any underlying Transaction, and if the Transaction has already been processed, to reverse it if possible to do so, and/or to advise a Customer or to claim such funds back resulting in a chargeback for which at our discretion, the relevant Customer or you will be liable, if we determine you are liable we will deduct the relevant amount from your Account.

    3. You grant us permission to provide any law enforcement, government or similar agency or body with information about the Services, any Customer, underlying Transactions and any other information or data we hold about these matters, if we suspect that anyone is issuing or enabling use of the Services in such a way as to facilitate the type of activity or outcomes described in clause 5 or this clause 6.

  7. Indemnity, Liability and Disclaimers
    1. You expressly understand and agree that except as otherwise set out in this Agreement, the Services are provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether expressed or implied, including, to the implied warranty of merchantability, fitness for a particular purpose and non-infringement. In particular, we make no warranty that the Services will be uninterrupted, timely, secure, or error-free, the results that may be obtained from the use of the Services will be accurate or reliable, or that any errors in the Software of the Services will be corrected.
    2. You agree to indemnify and hold us, and our Related Bodies Corporate (within the meaning given in section 9 of the Corporations Act) (Our) and Our respective, officers, agents, contractors, employees and representatives (collectively Indemnified Persons), harmless from any claim, liability, loss, cost, expense or demand that any Indemnified Person may suffer arising out of:
      1. any third party claim in connection with your use of the Services;
      2. your breach of this Agreement, including your failure to comply with your obligations under this Agreement;
      3. our loss suffered under this Agreement including clause 5 and 6;
      4. your breach of any law relating to the sale of the Goods;
      5. any dispute between you and the Customer or other third party;
      6. any failure by you to comply with any covenant, condition or agreement with us, or law;
      7. any intentional misrepresentation or material breach by you of the representations and warranties in this Agreement;
      8. any negligence or wilful/intentional misconduct by you or your representatives;
      9. any claim by you or any other person or third party regarding any Transaction to the extent including but not limited to the Services; and
      10. any claim by any Customer or relating to your failure to comply with your legal or contractual obligations to your Customers, howsoever it occurs or arises.

    3. You expressly understand and agree that no Indemnified Person should be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:
      1. use or the inability to use the Services (by you or a Customer or prospective customer);
      2. the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received from the Service;
      3. unauthorised access to or alteration of your transmissions or data;
      4. statements or conduct of any third party on the Services;
      5. any decision by us not to acquire any Customer Debt;
      6. the acts or omissions of or relating to the Services to you or Customers, due to your non-compliance of this Agreement or a Restricted Activity;
      7. your obligations to the Customers in respect of which you are solely responsible and this may include other services or actions not related to the Services;
      8. any loss, damage or consequences of any Restricted Activity howsoever occurring;
      9. any loss, damage, claim, expense or cost or consequences arising from fraudulent activity or conduct;
      10. any loss, damage, claim, expense or cost or consequences if you have, with intent or gross negligence, failed to comply with your obligations under this Agreement; or
      11. any other matter relating to the Services.

    4. To the extent Limepay cannot exclude its liability under or in connection with this Agreement or the provision of Services, its total liability is limited to the total fees paid by the Merchant to Limepay in the six month period preceding the event giving rise to the claim.
    5. This clause 7 is for the benefit of, and is enforceable by, each Indemnified Person.

  8. Term and Termination
    1. This Agreement commences on the date it is signed by both parties and continues until terminated in accordance with this clause 8
    2. This Agreement may be terminated:
      1. by either party, giving the other party 30 days’ notice in writing;
      2. by us immediately:
        1. if you being a corporation, go into liquidation or have a receiver or administrator appointed (whether voluntarily or not) or you make an assignment or composition with your creditors, or being an individual, become bankrupt, except where the operation of this clause is stayed under the Corporations Act;
        2. in accordance with clause 6.2;
        3. it the requests of law enforcement or other government agencies;
        4. if you or any person or Customer has undertaken or facilitated a Restricted Activity or we have reasonable grounds to suspect Restricted Activity has or may have taken place;
        5. due to unexpected technical or security issues or problems;
        6. due to legal, regulatory or non-payment risks or other material risk or issue that we consider is unacceptable to Limepay including, fraud or suspected fraud, chargeback or other financial risk, data protection risk, or if we are unable to successfully verify Customer Data;
        7. as a result of the discontinuance (either temporarily or permanently) of this Service;
        8. where we reasonably consider it necessary;
        9. where a Force Majeure Event prevents us from complying with any of our obligations under this Agreement for a period of 60 days;

      3. by us, immediately, if you do not remedy a breach (or suspected breach) (including non-payment) of this Agreement within 10 days of receipt of notification or if the breaches are not capable of being remedied.
      4. Following termination of the Agreement:
        1. Limepay will cease providing the Services;
        2. Limepay will remove the Software from your Website;
        3. Customers cease to have access to your Buy Now Pay Later Service;
        4. all amounts owing to us become immediately due and payable;
        5. subject to our rights under this Agreement, we will acquire the Customer Debt in respect of any Transaction completed prior to termination;
        6. all licences of Intellectual Property Rights are terminated (other than in respect of Limepay’s licence to continue to use your branding in connection with Customer Debt acquired prior to termination); and
        7. each party will, as soon as reasonably possible, return or destroy the other party’s Confidential Information in its possession or control.

    3. Termination of this Agreement does not affect any accrued rights or liabilities of either party and does not affect any provision of this Agreement that is expressly or by implication intended to come into or continue in force on or after termination (including clauses 4 (Refunds), 7 (Indemnity, Liability and Disclaimers), 8 (Term and Termination), 9 (Intellectual Property), 13 (Confidentiality) and 14 (Dispute Resolution)).
    4. You agree that any termination by us for cause shall be made in our sole discretion and that we shall not be liable to you or any third-party for any termination of this Agreement or the Services.

  9. Intellectual Property
    1. In order to provide the Services, we will provide you with the Software and all reasonable assistance to enable the Software to be integrated into the Website. You must advise us in advance of any intended changes to your Website and/or any future plans to add any other websites (not listed in the Specific Terms) to this Agreement.
    2. Subject to the licence granted to the Merchant in this clause 9, ownership of all intellectual property and Intellectual Property Rights will remain at all times vested in Limepay.
    3. We grant you a non-transferable, non-exclusive and revocable license to use our Software for the duration of this Agreement, provided that you do not (and do not allow any third party to) copy, modify, create derivative works of, reverse engineer, copy, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, exploit, grant a security interest in or otherwise transfer any rights in the Software, or use the Software for any purpose other than in connection with the use of the Services.
    4. You grant us a non-transferable, non-exclusive and revocable licence to use your branding, logos, corporate name, business names, trade marks and marketing materials on all communications from us to Customers (other than when taking action to recover Customer Debt) and to promote your use of the Services (including on our website and in promotional materials), in a format to be agreed by you prior to use, for the term of this Agreement.
    5. We grant you a non-transferable, non-exclusive and revocable licence to use our logo, trademarks and service marks and other product and service names on your promotional materials and Website to promote use of your Buy Now Pay Later Service, in a format to be agreed by us prior to use, for the term of this Agreement.

  10. Recipient created tax invoices
    1. Unless otherwise agreed by the parties in writing, we will issue recipient created tax invoices (RCTIs) in respect of all taxable supplies made by you to us under or in connection with this Agreement.
    2. We shall provide to you an RCTI for a taxable supply at or before the time we are required to pay or provide the consideration for that supply to you.
    3. You will not issue tax invoices in respect of any taxable supplies for which you have received a RCTI from us.
    4. We will not issue a document that would otherwise be a RCTI, on or after the date when we or you have failed to comply with any of the requirements of any determination made by the Commissioner of Taxation under subsection 29-70(3) of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
    5. The parties acknowledge and agree:
      1. that they are registered for GST;
      2. to maintain such registration until all monies payable under or in connection with this Agreement are paid; and
      3. to immediately notify the other where the party ceases to be registered for GST.

  11. Changes and amendments to this Agreement and Customer Terms
    1. Limepay may amend this Agreement at any time for any reason including, for example, if we change the functionality of our Products, introduce new products, impose new fees and charges, security reasons, or as we consider appropriate having regard to our obligations under Applicable Law, by posting the updated terms on our website
    2. Limepay may require amendment to the Customer Terms for subsequent Transactions for any reason including those noted in clause 11.1 or as deemed appropriate following changes to this Agreement, as Limepay deems appropriate from time to time.

  12. Confidentiality
    1. Each party must:
      1. keep all Confidential Information disclosed by the other party strictly confidential, and keep such Confidential Information in a safe and secure place using reasonable technical and organisational security measures to prevent unauthorised access, destruction or loss;
      2. not disclose Confidential Information except to its personnel and professional advisors on a “need to know” basis;
      3. only use the Confidential Information for the purpose of performing its obligations under this Agreement and not for its own benefit or the benefit of any third party; and
      4. make all relevant personnel and professional advisors aware of the confidential nature of the Confidential Information disclosed by the other party.

    2. The above obligations do not apply to information that:
      1. is or becomes public knowledge other than by breach of the confidentiality obligations set out in clause 12.1;
      2. comes into the possession of the receiving party without an obligation of confidentiality or non-disclosure before it is received from the disclosing party, or is received from a third party who lawfully acquired it and who is under no obligation of confidentiality or non-disclosure;
      3. is independently developed without access to any Confidential Information of the disclosing party;
      4. to the extent that disclosure is required by law or the rules of any stock exchange, provided that to the extent lawful and reasonably practicable to do so the receiving party notifies the disclosing party of the particulars of the required disclosure and gives the disclosing party a reasonable opportunity to take any available steps to challenge the proposed disclosure.

    3. In respect of Customer Data:
      1. Limepay will collect the Customer Data from Customers on behalf of the Merchant;
      2. Merchant must ensure its Privacy Policy permits the collection, storage, modification and use of Customer Data by Merchant on its behalf and its disclosure to us for the purposes of us providing the Services;
      3. Limepay will ensure it has appropriate technical and organisational security measures in place to protect and secure Customer Data including the PCI Data Security Standards (as currently applicable);
      4. both parties must collect, store, use, modify and disclose Customer Data in accordance with the Privacy Act 1988 (Cth);
      5. Customer Data will be shared by, and is the Confidential Information of, both the Merchant and Limepay.

  13. Dispute Resolution
    1. If a party considers that a dispute has arisen in connection with this Agreement, then that party must give written notice to the other party setting out reasonable details of the nature of the dispute (Dispute Notice). Representatives nominated by each party will meet within 7 days of the date that the receiving party receives the Dispute Notice and attempt in a good faith effort to resolve the dispute as quickly as possible.
    2. If the nominated representatives are unable to resolve the dispute within 12 days of the Dispute Notice, then the parties will be required to refer the dispute to mediation by a mediator agreed upon between them, or failing agreement, a mediator appointed by the Australian Disputes Centre or any body which replaces it.
    3. If the dispute is not resolved within 30 days of its reference to mediation or if a party refuses to comply with its obligations for mediation, then any party to the dispute may refer the dispute to arbitration administered by the Australian Disputes Centre. The arbitration shall be conducted in Sydney, NSW in accordance with the ADC Rules for Domestic Arbitration operating at the time the dispute is referred to ADC (the Rules). The decision of the arbitrator shall be final and binding on the parties to the dispute.
    4. Nothing in this clause 13 prevents a party from seeking an interim injunction at any time where it deems appropriate.

  14. Assignment
    1. The Merchant may not assign, transfer or novate any of its rights or obligations under this Agreement without the prior written consent of Limepay (not to be unreasonably withheld).

  15. Governing law
    1. The Agreement shall be governed by the laws of New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

  16. Waiver
    1. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

  17. Entire Agreement
    1. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements, arrangements or understandings regarding the Services.

  18. Notices
    1. We may provide you with notices and communications by electronic means including email, or by regular mail, to the addresses stated in the Specific Terms.
    2. You must provide notices to us by email to the email address stated in the Specific Terms (or such other email address notified to you from time to time).
    3. Electronic notices have the same meaning and effect as a paper copy.
    4. Any notice or other communication shall be deemed to have been duly received:
      1. in the case of e-mails, on the same business day as the email is sent with no failure notice, if sent during standard business hours, or the next business day if sent after business hours; and
      2. in the case of post, being registered express mail or equivalent, the next business day following the notice being sent.

  19. Payments
    1. Unless stated otherwise all amounts specified in this Agreement are exclusive of GST (if any).
    2. You must make payments of all amounts you owe us in full under this Agreement without any set-off or deduction.
    3. We may make payments inclusive of set-off or deduction in accordance with our rights under this Agreement.
    4. We may make payments inclusive of set-off or deduction in accordance with our rights under this Agreement.

  20. Force Majeure
    1. Neither party will be liable to the other for any failure to perform its obligations under this Agreement during the time and to the extent that such performance is prevented solely or dominantly by a Force Majeure Event. The party subject to a Force Majeure Event (the non-performing party) must notify the other party of the relevant details as soon as practicable after the Force Majeure Event occurs and act in good faith to endeavour to mitigate and remedy the effect of the Force Majeure Event and minimise the impact of the event on the other party.

  21. Interpretation
    1. In this agreement
      1. Headings are inserted for ease of reference only, and do not affect the interpretation of this Agreement.
      2. References to the singular include the plural and vice versa and a reference to any gender denotes the other genders.
      3. References to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, body corporate, governmental or other regulatory body or agency, authority or entity, in each case whether or not having a separate legal identity.
      4. Reference to any party includes its permitted assignee or transferee.
      5. References to any document (however described) are references to that document as modified, novated, supplemented, varied or replaced from time to time and in any form, whether on paper or in an electronic form.
      6. A reference to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
      7. Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.
      8. References to the word ‘include’ or ‘including’ are to be construed without limitation.
      9. In addition to the Specific Terms, any schedules and attachments form part of this Agreement.
      10. If the day on which any act, matter or thing is to be done under this is not a business day, the act, matter or thing must be done on the next business day.
      11. Time is of the essence.
      12. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the other provisions of this Agreement shall remain in full force and effect.

  22. Definitions
    1. In this Agreement, unless the context otherwise indicates:
      1. Account means account held by the Merchant’s with Limepay into which the Debt Purchase Price is paid and temporarily held in accordance with clause 2.
      2. Agreement means the Specific Terms (defined in the first paragraph above) together with these General Terms.
      3. Applicable Law means all Acts, Regulations, Codes of Practice and any relevant circular, directive, policy statement and the like issued by any government or industry body which apply to the provision and receipt of the Services from time to time and as may be amended from time to time, including but not limited to:
        1. Competition and Consumer Act 2010;
        2. Privacy Act 1988;
        3. National Consumer Credit Protection Act 2009;
        4. Anti-Money Laundering and Counter Financing of Terrorism Act 2006;
        5. Corporations Act.

      4. Buy Now Pay Later means the provision of a facility by the Merchant through its Website through which a Customer can apply for the Merchant to provide credit in respect of a Transaction, such credit being interest-free and repayable in fortnightly instalments or otherwise in accordance with the Customer Terms.
      5. Confidential Information means the confidential information of a party which relates to the subject matter of this Agreement, whether or not in written format, which is by its nature confidential or is designated by either party as confidential, and includes information relating to the business, affairs, products, trade secrets, technology, know how, finances, employees, customers or suppliers of that party and the terms of this Agreement, provided that all Customer Data shall be Confidential Information of both the Merchant and Limepay.
      6. Corporations Act means Corporations Act 2001 (Cth).
      7. Customer means the persons purchasing from the Website and accessing the Software.
      8. Customer Data means all information (in whatever form) collected by or on behalf of Limepay in connection with a Transaction relating to the Customer, Customer Debt or the Transaction including Customer name, phone number, date of birth, driver’s licence number, email address and credit/debit card or payment details and “personal information” as defined by the Privacy Act 1988 or such other information as Limepay considers reasonably necessary (in its absolute discretion) to comply with its obligations under Applicable Laws or the terms of this Agreement.
      9. Customer Debt means the debt owed by a Customer to the Merchant in respect of a Transaction using the Merchant’s Buy Now Pay Later Service.
      10. Customer Terms means the terms and conditions provided by Limepay to the Merchant from time to time including any amendments made by Limepay from time to time in accordance with this Agreement, which govern the relationship between the Merchant and a Customer using the Buy Now Pay Later Service and which are agreed by the Customer as part of the Transaction.
      11. Debt Discount means the amount calculated as the Purchase Price multiplied by the percentage set out in the Merchant’s Specific Terms, subject to Limepay’s right to amend the fee from time to time.
      12. Debt Purchase Price means the amount Limepay will pay to acquire a Customer Debt from the Merchant, being the Purchase Price less the Debt Discount.
      13. Due Diligence has the meaning given in clause 2.3(c).
      14. Factoring Services means Limepay’s acquisition of Customer Debt from the Merchant by paying the Debt Purchase Price in accordance with clause 2.
      15. Force Majeure Event means an event or circumstance beyond the reasonable control of either party which makes it impossible, impracticable or illegal to perform a party’s obligations under this Agreement, but does not include lack of funds for any reason.
      16. Goods means the goods or services purchased by Customers from the Website.
      17. GST has the meaning given to it in the A New Tax System (Goods and Services) Act 1999 (Cth) (‘GST Law’), and unless the context requires otherwise, the expressions “GST”, “Input Tax Credit”, “Recipient”, “Supply”, “Tax Invoice” and “Taxable Supply” have the meanings given to those expressions in the GST Law.
      18. Intellectual Property means all industrial and intellectual property rights both in Australia and throughout the world and for the duration of the rights including, copyright and related rights, (whether registered or unregistered) in the object and source code, trade secret, know-how, methods, computer programs, designs, Customer interface relating or arising out of or in any way connected to the Software and the Services, Confidential Information and scientific, technical and product information, whether or not existing before the date of this Agreement or created during the term of this Agreement.
      19. Payment Plan Services means administration, management and facilitation of a Buy Now Pay Later Service to be offered by the Merchant to its Customers including:
        1. assistance with approval of new Customer accounts;
        2. providing proprietary software in the form of a dashboard and Customer interface to hold Customer information;
        3. managing all Customer communications on the Merchant’s behalf relating to its Buy Now Pay Later Service, including initial contact and all subsequent correspondence such as account balances, instalments due, and receipts.

      20. Payment Processing Services means payment processing and facilitation services provided by Limepay’s service provider to facilitate payments for Goods purchased on the Website by a Customer’s credit or debit card or other approved payment method.
      21. Processing Fees means the fee charged by us for processing payment of each Transaction, being an agreed percentage of the Purchase Price based upon the different methods of payment offered to Customers, and being the amount stated in the Specific Terms subject to Limepay’s right to vary from time to time.
      22. Purchase Price means the full amount payable by a Customer to the Merchant in respect of a Transaction (including any goods and services tax and delivery costs).
      23. Refund Fee means the fee charged by us for refunding a Buy Now Pay Later Service transaction as set out in clause 4.
      24. Repayment means the Purchase Price instalments a Customer is liable to pay us following our acquisition of the relevant Customer Debt.
      25. Restricted Activity means illegal or unlawful activity on the part of or involving a Customer or the Merchant including, without limitation, money laundering or terrorist financing or any activity that Limepay deems, at its sole discretion, to be a Restricted Activity.
      26. Services has the meaning given in clause 1.1.
      27. Software means the proprietary software plug-in and/or code developed by Limepay to provide the Services.
      28. Specifications means any guidelines and specification issued by us to you relating to the processing of a Transaction.
      29. Transaction means transaction(s) between the Merchant and Customer for the sale and purchase of Goods via the Website
      30. Website means the e-commence site of the Merchant as stated in the Specific Terms, or such other website agreed in writing by Limepay.