RezdyPay Terms of Service

  1. 1. General
      1. (a) These terms and conditions (Terms) govern the terms on which you (you or your) may access and use payment processing services provided by Rezdy Pty Limited ACN 153 242 632 (Rezdy, we, our or us) known as ‘RezdyPay’ (RezdyPay).
      2. (b) If you are agreeing to these Terms on behalf of a business entity, you represent to Rezdy that you hold legal authority to bind that entity.
      3. (c) By accessing or otherwise using RezdyPay, you confirm you have read, understood and agreed to these Terms.
  2. 2. Use of Stripe
      1. (d) You acknowledge and agree that the services provided through RezdyPay are provided by Stripe Payments Australia Pty Ltd ACN 160 180 343 or their related entities (Stripe). Your use of RezdyPay is subject to the Stripe Services Agreement.
      2. (e) By agreeing to these Terms or otherwise commencing use of RezdyPay, you agree to comply with the Stripe Services Agreement and any other terms or conditions required by Stripe, at your own cost, as if you were a user of Stripe.
      3. (f) As a condition of Rezdy providing payment processing services through Stripe, you:
        1. (i) agree to provide Rezdy with accurate and complete information about you and your business; and
        2. (ii) irrevocably and unconditionally consent to Rezdy sharing such information and any transaction information related to your use of the payment processing services with Stripe and any other entities Stripe requires for the purpose of Stripe providing you with the payment processing services.
  3. 3. Business activity restrictions
      1. (g) You must not access RezdyPay if your business or business practices are or are related to a Restricted Business.
      2. (h) You warrant that, in accessing and using RezdyPay, your business and business practices are not a Restricted Business.
      3. (i) If you are uncertain as to whether your business is a Prohibited Business or have questions about how these requirements apply to you, please contact Stripe.
  4. 4. Fees
      1. (j) In consideration of Rezdy providing you with access and use of the RezdyPay, you must pay Rezdy the fees related to your use of RezdyPay set out in your Rezdy account from time to time including without limitation all transaction fees and fees imposed by Stripe (Fees) without set-off, deduction or delay. You must pay all Fees by the due date set out in your Account or otherwise in any invoice issued by us.
      2. (k) You agree that all Fees will be paid as follows:
        1. (i) first, deducting the Fees from any available amounts in your RezdyPay account; and
        2. (ii) otherwise, by debiting your Nominated Account.
      3. If there are insufficient funds in your RezdyPay account or Nominated Account to deduct the Fees from, you must pay these Fees to us on demand.
      4. (l) On or before you commence using RezdyPay, you must provide us with a Nominated Account that has sufficient funds to pay all amounts owing to us under these Terms at all times. You authorise us to debit your Nominated Account to satisfy any amounts owing to us under these Terms at any time.
      5. (m) You acknowledge and agree that all Fees are non-refundable.
      6. (n) We may vary the Fees at any time, provided that we give you at least seven (7) days’ notice before the variation takes effect. If you continue to use Rezdypay after this seven (7) day notice period, then you are deemed to have accepted such change in Fees.
  5. 5. Payout cycle to your nominated bank account
      1. We will use reasonable endeavours to pay available funds in your RezdyPay account to your connected bank account each Wednesday while you continue to receive the RezdyPay services. We may change this payout schedule in our discretion by providing you with at least seven (7) days’ prior written notice.
  6. 6. Tax obligations
      1. (o) You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of RezdyPay (Taxes). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in your customers’ jurisdictions, your jurisdiction or elsewhere.
      2. (p) We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any transactions using RezdyPay. Rezdy retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding your transactions using RezdyPay in those jurisdictions where Rezdy deems such reporting necessary.
      3. (q) You hereby indemnify and hold Rezdy harmless from and against any and all liability related to Taxes and filings made by Rezdy in respect thereof. You agree that we may send you any tax-related information electronically.
      4. (r) You must pay all applicable taxes, fees and other charges imposed by any governmental authority, including, without limitation, any value added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the RezdyPay provided under these Terms.
  7. 7. Term and Termination
      1. (s) These Terms commence on the Commencement Date and continue until terminated in accordance with this clause 8 (Term).
      2. (t) Either party may terminate these Terms at any time during the Term by providing the other party with at least 28 days prior written notice.
      3. (u) We may terminate these Terms immediately by providing you with written notice if:
        1. (i) you materially breach any provision of these Terms and fail to remedy that breach within seven (7) days of receiving notice from us particularising the breach;
        2. (ii) we reasonably believe that you have engaged in, facilitated, promoted or otherwise support a Restricted Business;
        3. (iii) we reasonably believe that you are at high risk of receiving charge backs; or
        4. (iv) you suffer an insolvency event or we reasonably consider are otherwise unable to pay your debts as and when they fall due.
      4. (v) On termination of these Terms, you must cease to use RezdyPay and we will have no obligation to continue to provide the RezdyPay services to you.
      5. (w) Clauses 6, 7(d), 8, 9, 12 and 13 survive termination or expiry of these Terms.
  8. 8. Liability
    1. 8.1 Charges related to RezdyPay
      1. (x) Without limiting the generality of the Stripe Services Agreement, you acknowledge and agree that you are responsible for all charge backs, penalties, fines and other charges that arise from or in connection with your use of RezdyPay including without limitation any such charge backs, refunds, penalties, fines and other charges imposed or requested by Stripe or any third party.
      2. (y) You must notify us immediately us if you receive any notice relating to or in connection with a charge back, penalty, fine or any other charge imposed or requested by Stripe or any third party.
    2. 8.2 Your indemnity
      1. You indemnify us from all Claims arising from or in connection with:
      2. (z) a breach of your obligations under these Terms including without limitation any breach of the Stripe Services Agreement;
      3. (aa) all charge backs, penalties, fines and other charges related to your use of RezdyPay including any such charge backs penalties, fines and other charges imposed by Stripe or any third party, except to the extent directly caused by us.
    3. 8.3 Limitation of our liability
      1. As far as the law permits and unless otherwise specified in these Terms:
        1. (bb) Rezdy does not provide any warranties or guarantees or make any representations with respect to:
          1. (i) Stripe and its provision of any services related to RezdyPay;
          2. (ii) the security or integrity of any data once transferred to Stripe in connection with these Terms; and
        2. (cc) Rezdy’s total liability under or in connection with any Claim related to the provision of RezdyPay or these Terms is limited to the total Fees paid by you in the 12 month period preceding any Claim.
  9. 9. Security
    1. 9.1 Reserve Account
      1. (dd) You acknowledge and agree that:
        1. (i) we may require you to deposit funds in a Reserve Account; and
        2. (ii) any amounts deposited into the Reserve Account are non-refundable without our prior written consent.
      2. (ee) We will advise you of the terms applying to the Reserve Account from time to time, as set in our discretion, including as to the amount required to be held in the Reserve Account. We may change the terms applying to the Reserve Account by providing you with at least seven (7) days’ prior written notice.
      3. (ff) You acknowledge and agree that:
        1. (i) Rezdy has full authority to own, operate and manage the Reserve Account in any way it deems appropriate;
        2. (ii) you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account;
        3. (iii) you have no legal or equitable interest in the Reserve Account or any amounts deposited by you into the Reserve Account; and
        4. (iv) you may not assign, charge or otherwise pledge any interest in the Reserve Account or any amounts deposited by you into the Reserve Account.
    2. 9.2 Security interest
      1. (gg) As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on all funds processed and deposited into all of your RezdyPay accounts and any other bank accounts associated with your RezdyPay Account, and in any funds processed using the RezdyPay services (Security Interest).
      2. (hh) You agree the Security Interest will secure payment and performance of all of your obligations under these Terms and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us.
      3. (ii) You consent to us registering the Security Interest in any way we consider reasonable and agree to provide us with all assistance reasonably required to facilitate such registration.
      4. (jj) You agree not to in any way assign, charge, lease or otherwise encumber or deal with, or create, a security interest or any other charge over the same property as the Security Interest.
      5. (kk) You agree to execute, deliver and pay our reasonable costs for any documents we require to create, perfect, maintain, and enforce these security interests.
    3. 9.3 Personal guarantees
      1. (ll) If you are a business, we may require a personal guarantee from a principal and/or director of your entity as security for all amounts owing under these Terms in the form directed by us. If a personal guarantee is required by us, you must obtain these on demand at your own cost.
      2. (mm) If you fail to comply with clause 9.3(a) and without limiting any of our other rights under these Terms, we may suspend or terminate your access to RezdyPay in our discretion.
  10. 10. Confidentiality
      1. (nn) Each party agrees to, and shall ensure each of its Personnel hold in strict confidence all, and not disclose or permit the disclosure of any, Confidential Information of the other party and only use such Confidential Information to perform its obligations or exercise its rights under these Terms.
      2. (oo) Clause 10(a) does not apply to the extent necessary to enable disclosure required by law or where the Confidential Information has entered the public domain other than as a result of a breach of these Terms.
      3. (pp) Neither party may mention the other party or any information concerning these Terms in any public marketing or similar format without the other party’s express written consent, which may be granted or withheld in its discretion.
  11. 11. Privacy
      1. (qq) Each party must comply with the Data Protection Legislation (regardless of whether or not the party is otherwise obliged to comply with the Data Protection Legislation) in performing its obligations under these Terms.
      2. (rr) Without prejudice to the generality of clause 11(a), you agree and warrant that you have all necessary and appropriate consents and notices in place to enable lawful transfer to Rezdy, Stripe or any of their third party contractors of any personal data or information, for the duration and purposes of these Terms so that Rezdy and Stripe may lawfully use, process and transfer the personal data in accordance with these Terms.
      3. (ss) Rezdy shall notify you immediately if it becomes aware of any security incident affecting its network and information systems that could potentially affect you and shall respond without delay to all queries and requests for information from you about any security incident, whether discovered by Rezdy or by you.
  12. 12. General
    1. 12.1 Variations
      1. (tt) We may amend these Terms at any time by providing you with at least 14 days’ prior written notice via email using the latest email address provided to us by you, in your RezdyPay account and/or on our website.
      2. (uu) If you do not accept the variation to these Terms, you may terminate your receipt of RezdyPay by providing notice to Rezdy before the end of the 14 day notice period. Where you do not provide us with any such notice, you will be deemed to accept any such variation to the Terms.
    2. 12.2 Assignment and subcontracting
      1. (vv) You must not assign, novate, subcontract, or otherwise deal with, in whole or in part, any of its your rights and obligations under these Terms without the prior written consent of Rezdy.
      2. (ww) Rezdy may assign or novate, in whole or in part, any of its rights and obligations under or in respect of these Terms without your consent. You must execute any document reasonably required by Rezdy to give effect to this clause.
    3. 12.3 Entire agreement
      1. These Terms supersede all previous agreements about its subject matter and embody the entire agreement between the parties.
    4. 12.4 Relationship
      1. These Terms does not create a relationship of employment, trust, agency, partnership, power of attorney, or of joint venture between you and Rezdy.
    5. 12.5 Governing law
      1. The laws of New South Wales govern these Terms and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.
    6. 12.6 Business Days
      1. If any day on or by which a party must do something under these Terms is not a Business Day, then the party must do it on or by the next Business Day.
  13. 13. Definitions
    1. In these Terms:
      1. (xx) Account means your online account with Rezdy in connection with RezdyPay.
      2. (yy) Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.
      3. (zz) Claims means any claims, liability, demands, suits, actions, losses, damages, costs and expenses of any kind.
      4. (aaa) Commencement Date means the date that you accept these Terms or otherwise commence use of RezdyPay.
      5. (bbb) Confidential Information means any information relating to the business and affairs of a party, Evie, its clients, employees, sub-suppliers or other persons doing business with a party, these Terms including without limitation with respect to RezdyPay, the Intellectual Property Rights of a party or which is by its nature confidential or designated as confidential by a party or which the other party knows or ought to know is confidential, and includes all trade secrets, knowhow, marketing, financial and customer information, forecasts, and strategies and any other commercially valuable information of a party.
      6. (ccc) Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.
      7. (ddd) Data Protection Legislation means:
        1. (i) the Privacy Act 1988 (Cth) (Privacy Act) and any ancillary rules, guidelines, directions, orders, directives, codes of conduct or other instruments made or issued under it, as amended from time to time;
        2. (ii) the Australian Privacy Principles (or APPs) contained in Schedule 1 of the Privacy Act; and
        3. (iii) all other laws, regulations, registered privacy codes, privacy policies and contractual terms applied in the jurisdiction where RezdyPay are being provided that are relevant to the processing of personal information.
      8. (eee) Nominated Account means a recurring credit/debit card payment, direct debit facility or such other electronic payment facility through your Account nominated by you to satisfy payment of the Fees.
      9. (fff) Reserve Account means a reserve account owned and operated by Rezdy from time to time as security for any chargebacks, refunds, fines or any other amounts owing under these Terms.
      10. (ggg) Restricted Business means prescribed prohibited or restricted business as determined from Stripe from time to time and set out on Stripe’s website at https://stripe.com/au/legal/restricted-businesses.
      11. (hhh) Stripe Services Agreement means the Stripe Connected Account Agreement, including the Stripe Terms of Service, as available on Stripe’s website at https://stripe.com/au and varied by Stripe from time to time

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