BUTN Pay Agreement

Recitals

A. We are a finance business which specialises in payment solutions by providing factoring and supply chain finance at the point of sale.

B. You are the end user of a Platform, CRM System, Marketplace or any other intermediary, where HirePay or Butn products are available. You can only access HirePay or Butn products via the platform.

C. This Agreement references the product HirePay. HirePay gives end users the choice to pay for Goods or Services on request in exchange for repayment via instalments over an agreed term.

D. By submitting a Request to HirePay or Butn Pay, you provide us with unconditional and irrevocable consent and direction to pay a Supplier or Service Provider on your behalf in exchange for your agreement and obligation to repay us the Payment Amount plus the HirePay or Butn Fee via instalments over an agreed term.

E. Each Request to HirePay or Butn Pay must include a Proof of Transaction which outlines the Agreement between two parties, whereby the HirePay or Butn Pay end user acknowledges the payment amount and the payment terms.

F. The Guarantor is related to you and in consideration for us paying the face value of the Proof of Transaction, has agreed to guarantee your performance under this Agreement and to indemnify us accordingly.

1. Operative Terms

1. Your HirePay or Butn Login Account (Email and Password).

1.1. When accessing the HirePay or Butn Portal or HirePay or Butn Widget, you will receive an Email and Password to log in.

1.2. You cannot hold multiple HirePay or Butn Login accounts or use your HirePay or Butn Login to access other Platforms.

1.3. You are responsible for maintaining the security of your HirePay or Butn Account. We will not take responsibility, and you indemnify us for all loss suffered through any unauthorised access and use of your HirePay or Butn Account, unless we have failed to take reasonable steps to protect the security of the HirePay or Butn Account.

1.4. You agree and acknowledge that if a person requests a payment using your identity (with or without your authorisation), that person will be deemed to be you for the purposes of this Agreement and will not affect your obligations and liability under this Agreement regardless of whether:

1.4.1. We are, or at any time become aware of the use of your Email and Password not being authorised by you;

1.4.2. There is a dispute, breach, defect or other issue in relation to the Proof of Transaction;

1.4.3. Any rights or claims that we or the Platform may have against the person.

Your obligations with respect of HirePay or Butn Account

1.5. You agree and acknowledge:

1.5.1. You will meet all your obligations under this Agreement in a timely manner, including but not limited to making all payments due to us by you when they fall due;

1.5.2. You will not provide us with any false, inaccurate, misleading or deceptive details including but not limited to in relation to your identity and personal details;

1.5.3. Ensure that all information that you have provided us, including but not limited to contact details remain true and accurate and must immediately notify us of any change to the same;

1.5.4. Provide us, within any reasonable time stipulated by us, any documents that we may require from you or any Related Person or Entity;

1.5.5. You will not use your HirePay or Butn Account for any unlawful, illegal, dishonest, fraudulent or improper activity;

1.5.6. You will cooperate fully with us with respect to any investigation, whether by us, our Related Person or Entity or an independent third party into any actual or suspected unlawful, illegal, dishonest, fraudulent or improper use of the HirePay or Butn Account;

1.5.7. You will not permit anyone else to use or have access to, your HirePay or Butn Account;

and

1.5.8. You will immediately notify us if you become aware of any unauthorised use of or access to your HirePay or Butn Account.

Closure of your HirePay or Butn Account

1.6. You may request us to close your HirePay or Butn Account. You may only make this request to us if:

1.6.1. All amounts owing under this Agreement by you to us have been paid in full to us;

and

1.6.2. No disputes or refunds with respect to any goods or services are in progress.

1.7. We may, at our discretion, refuse to close your HirePay or Butn Account if we reasonably believe you have requested your Account be closed to evade investigation of any kind.

1.8. We may close your HirePay or Butn Account for any reason in our absolute discretion. This Agreement will continue to apply until the later of:

1.8.1. The delivery of all goods or the provision of services or subject of a Proof of Transaction;

and

1.8.2. All your obligations under this Agreement are fulfilled, including but not limited to receipt of all monies owing by you to us under this Agreement.

1.9. Except as otherwise stated in this Agreement, this Agreement will be terminated upon the close of your HirePay or Butn Account. You will continue to remain liable for all monies owing under this Agreement even after your HirePay or Butn Account is closed and this Agreement is terminated.

1.10. We may immediately limit access to or suspend access to your HirePay or Butn Account:

1.10.1. If we reasonably consider it necessary to do so;

1.10.2. If you are in breach of this Agreement;

1.10.3. If we reasonably consider any activity associated with your HirePay or Butn Account to be suspicious.

1.11. We will provide you written notice of our decision to limit, suspend or close your HirePay or Butn Account, unless doing so, in our reasonable opinion, may prejudice our rights or compromise an investigation related to a breach of this Agreement by you, or unlawful or illegal conduct or actions by you.

1.12. Notwithstanding any term of this Agreement, where we have closed your HirePay or Butn Account, our obligations under this Agreement will only continue until the earlier of:

1.12.1. All monies owing by you under this Agreement has been paid to us; or

1.12.2. The date that is 120 days after your last Payment Request.

2. Proof of Transactions and Payment Schedule

A. We are a finance business which specialises in payment solutions by providing factoring and supply chain finance at the point of sale.

B. You are the end user of a Platform, CRM System, Marketplace or any other intermediary, where HirePay or Butn products are available. You can only access HirePay or Butn products via the platform.

C. This Agreement references the product HirePay. HirePay gives end users the choice to pay for Goods or Services on request in exchange for repayment via instalments over an agreed term.

D. By submitting a Request to HirePay or Butn Pay, you provide us with unconditional and irrevocable consent and direction to pay a Supplier or Service Provider on your behalf in exchange for your agreement and obligation to repay us the Payment Amount plus the HirePay or Butn Fee via instalments over an agreed term.

E. Each Request to HirePay or Butn Pay must include a Proof of Transaction which outlines the Agreement between two parties, whereby the HirePay end user acknowledges the payment amount and the payment terms.

F. The Guarantor is related to you and in consideration for us paying the face value of the Proof of Transaction, has agreed to guarantee your performance under this Agreement and to indemnify us accordingly.

Proof of Transaction

2.1. When completing a Payment Request, you must upload the Proof of Transaction and all information and documents that we may specify.

2.2. Following receipt of a Request to HirePay or Butn Pay along with a copy of the Proof of Transaction and all other information and documents that we may specify, we will decide in our absolute discretion to approve your Request to HirePay or Butn Pay.

2.3. You agree and acknowledge you will not make a Claim against us or a Related Person or Entity with respect of any Liability or Loss that you, or your Related Person or Entity may suffer from us not approving a Request to HirePay or Butn Pay.

2.4. If we approve your Request to HirePay or Butn Pay, you will receive email confirmation from us:

2.4.1. Confirming our approval of your Request to HirePay or Butn Pay;

2.4.2. Confirming the Payment Amount;

2.4.3. Providing you a Payment Schedule;

and

2.4.4. Confirming your authority for us or our nominated direct debit provider to automatically debit your Nominated Account in accordance with the Payment Schedule.

2.5. Upon approval of a Request to HirePay or Butn Pay, we will pay the Provider the face value of the Proof of Transaction.

2.6. By submitting a Request to Pay, and subject to us approving the Request to HirePay or Butn Pay, you:

2.6.1. Agree and acknowledge that you are liable to us for the Payment Amount and each amount as listed in the Payment Schedule;

2.6.2. You will make all payments due under the Payment Schedule on each Payment Date notwithstanding any right of set-off, withholding or reduction of any payment due on a Payment Date howsoever arising;

2.6.3. Consent to us or our nominated direct debit provider automatically direct debiting your Nominated Account in accordance with the Payment Schedule;

2.6.4. Agree and acknowledge that should, for whatever reason apart from our negligence, payments not be made in accordance with the Payment Schedule, you will be liable for all other fees as outlined in this Agreement.

Payment Schedule and Payment Amount

2.7. The Payment Schedule will be sent via email to your Nominated Email Account.

2.8. You are responsible for ensuring that your Nominated Email Account is up to date. You may change your Nominated Email Account through your HirePay or Butn Pay Account.

2.9. You agree and acknowledge that for the purposes of this Agreement, you are deemed to have received the Payment Schedule if it is sent to your Nominated Email Account (notwithstanding it may be found in your spam or junk inbox) and we do not receive notification that our email has not been successfully delivered within 4 hours of when we sent the Payment Schedule.

Cancelling an approved Purchase Order

2.10. We may, in our sole discretion, cancel an approved Request to HirePay or Butn Pay before we pay the Provider if:

2.10.1. We consider it reasonably necessary to do so;

2.10.2. We reasonably suspect, or are aware that you have breached this Agreement;

2.10.3. We reasonably suspect, or aware that you are using the HirePay or Butn Account for any suspicious, unlawful, illegal, dishonest, fraudulent or improper use.

2.11. You agree and acknowledge you will not make a Claim against us or a Related Person or Entity with respect to any Liability or Loss that you, or your Related Person or Entity may suffer on account of our cancellation of the approved Request to HirePay or Butn Pay.

3. Authority to Direct Debit

3.1. Before submitting a Request for Payment, you must have provided us with details for your Nominated Account.

3.2. You authorise us or our nominated direct debit provider to debit your Nominated Account.

3.3. You acknowledge that the direct debit provider may charge a fee, and this fee will be charged to you by the payment provider directly.

3.4. You hereby expressly authorise and consent to us or our nominated direct debit provider automatically debiting from your Nominated Account:

3.4.1. Payments in accordance with the Payment Schedule, notwithstanding a Payment Date may not fall on a Business Day;

3.4.2. Any Late Fees;

3.4.3. Any Payment Default Fee;

and

3.4.4. Any other monies owing by you to us under this Agreement.

3.5. You agree to sign any further direct debit consent that we, or our nominated direct debit provider may require to enable us, or our nominated direct debit provider to debit your account for payments pursuant to this Agreement.

3.6. You agree and acknowledge that we do not have to provide you notice before we direct debit your Nominated Account for a payment in accordance with the Payment Schedule.

3.7. We will give you three (3) days written notice to your Nominated Email Account before debiting your Nominated Account for any payments pursuant to clauses 3.2.2, 3.3.3 and 3.2.4 of this Agreement.

3.8. If an automatic payment is not successful, we will attempt to re-debit your Nominated Account three (3) days after the Payment Date. You agree and acknowledge that we do not have to give you notice that the direct debit failed on the Payment Date.

3.9. You are solely responsible for ensuring that you have sufficient funds available in your Nominated Account before we direct debit a payment pursuant to this Agreement.

4. Late and Default Payment Fees

4.1. Each time an automatic payment is not successful, you may be liable for a Payment Default Fee.

4.2. You will be charged a Late Fee for any moneys outstanding to us after the last Payment Date of your Payment Term. The Late Fee will accrue daily on the outstanding amount.

5. Warranties and Consumer Rights

5.1. You may have certain consumer rights and the benefit of certain consumer warranties and guarantees pursuant to Australian legislation, including but not limited to the Australian Consumer Law.

5.2. We do not provide any express warranties or guarantees covered by the Australian Consumer Law with respect to any goods or services, including but not limited to goods being of an acceptable quality of fit for any declared purpose or that services will be performed with due care and skill, within a reasonable time or that the services will be fit for a particular purpose.

6. Refunds

6.1. You agree and acknowledge that:

6.1.1. any refund you may seek with respect to a good or service will be made directly to a Provider and will be in accordance with their returns policy (if any) or any applicable laws.

6.1.2. We are entitled to continue to automatically debit your Nominated Account and you remain liable to us for all outstanding payments in accordance with the Payment Schedule until we are notified by the Provider that the refund request has been accepted and the Provider has refunded to us the Purchase Price. The Purchase Price is not refunded until it has cleared in our bank account.

6.2. Upon receipt of a refund of the full Purchase Price by the Provider (and same clearing in our account), we will issue a refund to you for any payments made by you in accordance with the Payment Schedule with respect to the returned goods or cancelled services less the HirePay or Butn Fee.

6.3. If the Provider only refunds us part of the Purchase Price and after applying payments made by you to us, there remains outstanding any part of the Purchase Prices less the refund by the Provider (“the Shortfall”):

6.3.1. You remain liable for the Shortfall;

6.3.2. You agree and consent to pay us the Shortfall in equal instalments on the same Payment Dates as per the Payment Schedule.

6.4. If the Provider only refunds us part of the Purchase Price and after applying payments made by you to us, you have paid us in excess of the Purchase Price less the refund, we will refund to you the excess to your Nominated Account.

6.5. You agree and acknowledge that we have no Liability for any Loss and that you will not make a Claim against us if a Provider does not consent, agree to or accept your request for a refund.

6.6. You agree and acknowledge that our rights and remedies and your obligations to us under this Agreement are in no way affected by any dispute you may have with a Provider.

6.7. Notwithstanding any term of this Agreement, if you are entitled to a refund, you expressly authorise us to deduct any Late Fees or monies overdue and owing to us from any applicable refund.

7. Intellectual Property

7.1. You agree and acknowledge that:

7.1.1. We, or our Related Persons and Entities own all Intellectual Property with respect of the Product.

7.1.2. You will not copy, imitate, modify, alter, amend or seek to reverse engineer the Product or any source code with respect of the Product.

8. Certificate Conclusive

8.1. For the purposes of any legal proceedings between us and you, a certificate given by us of the facts, matters and opinions described below or any of them will constitute conclusive evidence against you of such facts, matters and opinions so stated in the certificate, unless manifestly incorrect.

8.2. A certificate given by us pursuant to this clause may only be disputed in the event of manifest error, the onus of which you bear.

9. Goods and Services Tax

9.1. Expressions that are not defined, but which have a defined meaning in the GST Law, have the same meaning as in the GST Law;

9.2. Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this Agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause.

9.3. If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the supply (“Receiving Party”) must pay to the supplier (“Supplier”) an additional amount equal to the GST payable on the supply, subject to the Receiving Party receiving a valid tax invoice, or a document that the Commissioner will treat as a tax invoice, in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time and in the same manner as payment for the supply is required to be made in accordance with this Agreement.

9.4. The amount recoverable on account of GST under this clause by the Supplier will include any fines, penalties, interest and other charges incurred because of any late payment or other default by the Receiving Party under this clause.

9.5. If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this Agreement, the amount must be reduced by the amount for which the other party can claim an input tax credit, partial input tax credit or other similar offset.

9.6. If, at any time, an adjustment event arises in respect of any supply made by a party under this Agreement, a corresponding adjustment must be made between the parties in respect of any amount paid to the Supplier by the Receiving Party and payments to give effect to the adjustment must be made and the Supplier must issue an adjustment note.

10. Importance of warranties, undertakings and indemnities

10.1. You and each Guarantor acknowledge and agree that we have entered into this Agreement with you in reliance on and on the basis of the warranties, undertakings and indemnities set out in this Agreement, and that but for these warranties, undertakings and indemnities we would not have entered into this Agreement or paid you any monies.

10.2. Each of the warranties in this Agreement is separate and is not limited by reference to any other warranty or any other provision of this Agreement.

11. General Warranties

11.1. You warrant to us that:

11.1.1. If your name and business identifiers (such as ABN, ACN or ARSN) as disclosed to us are correct and you do not have any other names or business identifiers which could be relevant for the purposes of identifying you. If you are an individual, you also warrant that your date of birth and drivers license details as disclosed to us are correct;

11.1.2. there are no investigations against you or any Guarantors by any relevant governing or regulatory body including but not limited to fraud, dishonest conduct, negligence, willful negligence, unsatisfactory conduct, unprofessional conduct or practice, breach of any conditions relevant to any license that you may hold or are required to hold to operate your business;

11.1.3. all information (and documents, if any) provided to us in your Application (or in support of your Application) were true and accurate and continue to be true and accurate;

11.1.4. your obligations and those of the Guarantors under this Agreement are valid, binding and enforceable;

11.1.5. neither you nor the Guarantor act as the trustee of any trust, except a trust which has been disclosed in writing to us;

11.1.6. You have complied with all your obligations under all Relevant Laws;

11.1.7. You will not close your Nominated Account without giving us 7 days’ notice and providing another nominated account as required pursuant to this Agreement;

11.1.8. Immediately notify us in writing if your Nominated Account is suspended or temporarily locked;

11.1.9. Will not direct your financial institution with whom you have the Nominated Account to restrict or block any automatic direct debits by us;

11.1.10. If you are a Company:

11.1.10.1. You are duly incorporated;

11.1.10.2. You have disclosed to us all of your directors and their full names, residential address, email addresses and mobile phone numbers of same;

11.2. You further warrant to us that you have entered into this Agreement solely for business or investment purposes and that those investment purposes do not include the purchase, renovation or improvement of residential property or investment in marketable securities. This warranty is an essential term of this Agreement and we would not have entered into this Agreement with you but for this warranty being and remaining true.

11.3. You must tell us immediately if anything occurs which means that you could not truthfully repeat each of the warranties in this clause 11.

11.4. You make all warranties in this clause 11 each and every time you submit a Request to HirePay or Butn Pay.

12. Trust warranties

12.1. If you or a Guarantor is a trustee of a trust, you warrant that:

12.1.1. your arrangements with us are for the benefit of the beneficiaries of the trust and will be binding on those beneficiaries;

12.1.2. you are validly appointed as the sole trustee of the trust, are not in breach of your obligations as trustee and no circumstances exist by which you may be removed;

12.1.3. you have authority to enter into this Agreement and you enter into this Agreement in the proper performance of your duties as the trustee, and all formalities required by the trust Agreement in connection with this Agreement have been complied with;

12.1.4. you have the right to be fully indemnified out of the trust assets for obligations incurred under this Agreement and we will be subrogated to your right of recoupment out of the trust assets;

12.1.5. the trust is validly created and existing and no circumstances exist by which it may be determined and no action has been taken or proposed to terminate the trust and you must ensure that no action of that type is taken;

12.1.6. a copy of the trust deed and other documents relating to the establishment of the trust or the powers of the trustee have been provided to us and disclose all the terms of the trust;

12.1.7. you have not delegated any of your powers as trustee or exercised any power of appointment;

12.1.8. you are the legal owner of all of the assets of the trust;

12.1.9. there is no dispute between you and any other person in relation to the trust or the trust assets;

and

12.1.10. you are empowered to carry on its business as now conducted or contemplated and to own your property and assets in your capacity as trustee of the Trust and there is no restriction or condition upon such activity by you.

12.2. You must tell us if anything occurs which means that you and the Guarantors could not truthfully repeat each of those warranties. Neither you nor the Guarantors may do anything nor permit anything to be done which could cause a warranty to be untrue or which could mean that you could not truthfully repeat a warranty. You must ensure that the documents mentioned in clause 12.1.6 are not changed without our approval, that the things mentioned in clause 12.1.7 do not happen and that the assets of the trust are not resettled or vested.

12.3. You and the Guarantors each acknowledges that you are bound by this Agreement both in your own right and as the trustee of each trust (including any trust specified in this Agreement) of which it is the trustee. You are also bound as the trustee of each trust it may become the trustee of during the term of this Agreement. These requirements are not affected by an Australian Business Number or a trust being or not being specified in this Agreement.

13. Information to be given to us

13.1. You must advise us immediately in writing on the happening of any of the following:

13.1.1. any Event of Default;

13.1.2. any change in the nature of your business;

13.1.3. where you are a company, any change in your directors;

13.1.4. any financial obligation or commitment, contingent or otherwise, entered into or agreed to be entered into, for the benefit of any third party, including any Related Person or Entity of yours;

13.1.5. you are unable to comply with any warranties in clause 11.

14. General Undertakings

14.1. You must give us at least fourteen (14) days written notice before you change your name, address or business identifiers (such as its ABN, ACN or ARSN). Should you change your business identifiers, we are entitled to immediately terminate this Agreement.

14.2. You and all guarantors (and if you are a company, all of your directors) must comply with our verification of identity procedures as we advise you from time to time.

14.3. You must follow any reasonable procedures that we may set out for the performance of this Agreement.

15. Indemnity

You, and all Guarantors must continuously, both during the currency of and after the termination of this Agreement, indemnify us and keep us indemnified against:

15.1. Any Claims by a third party against us or any Liability or Loss that we may suffer by:

15.1.1. any failure by you to perform your obligations under this Agreement;

15.1.2. the inaccuracy of a representation or warranty under this Agreement; or

15.1.3. the exercise or attempted exercise by us of a right, power or remedy under this Agreement;

15.2. all costs and fees (including commissions, legal fees and court costs) incurred and/or expended by us in taking or authorising any collection action or initiating legal process for the enforcement of our rights under this Agreement; and

15.3. all duties which we may pay or incur arising out of:

15.3.1. this Agreement;

15.3.2. the receipt or deemed receipt of any moneys by us; or

15.3.3. in consequence of the provisions of this Agreement or any transaction under or in consequence of this Agreement.

16. Anti-money laundering and counter-terrorism law

16.1. You and the Guarantor warrant to us that you are not aware, and have no reason to suspect, that any financial accommodation provided under this Agreement or the performance of any transactions contemplated by this Agreement will be applied or related to any money laundering, terrorism financing or similar activity illegal under any applicable laws or otherwise prohibited under any international convention or agreement, including but not limited to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AMLCTF”). You and the Guarantor must each tell us immediately if anything occurs which does not permit you to truthfully repeat this warranty.

16.2. You, and each Guarantor consents and agrees that we are entitled to disclose any information we have obtained about you or the Guarantors to any third party, if we reasonably believe, or are otherwise required to do so pursuant to the AMLCTF.

16.3. You and any Guarantors must give us all additional information and provide all assistance we require so that we can comply with all applicable laws, conventions and agreements, including the AMLCTF.

16.4. We may without any liability delay or refuse to make a payment or delay or prevent the occurrence of any other transaction if we are concerned that such payment or transaction could breach any of those laws, conventions or agreements.

17. Independent Advice

You and the Guarantor warrant to us that you have either:

17.1. all obtained independent legal and financial advice before you signed this Agreement; or

17.2. been explicitly advised to obtain independent legal and financial advice before you signed this Agreement and have all chosen not to obtain such advice.

18. Guarantee and Indemnity

18.1. In consideration of us entering into this Agreement with you, each Guarantor severally and jointly unconditionally and irrevocably:

18.1.1. guarantees to us the due payment by you of all money payable by you and the due performance and observance by you of all the terms in this Agreement; and

18.1.2. indemnifies us and agrees always to keep us indemnified from and against all Claims, Loss and Liability which we suffer or incur due to or arising directly or indirectly out of any breach or non-observance by you of any of the terms of this Agreement or out of the inaccuracy of a representation or warranty under this Agreement.

18.2. If, and each time that you fail to perform any obligation in full when due, the Guarantors must, on demand, without requiring us to first:

18.2.1. take any steps against you or any other person; or

18.2.2. enforce any charge or security interest that we may hold in relation to that obligation, perform that obligation in full and when due in accordance with the terms of this Agreement as if the Guarantors were the principal obligors in respect of that obligation.

18.3. The Guarantors each acknowledge and agree that:

18.3.1. their liability will not be affected by:

18.3.1.1. the compounding, compromise, release, abandonment, waiver or variation of any of our rights against you;

18.3.1.2. any neglect or omission to enforce such rights by us;

18.3.1.3. our failure to register or register correctly any Security Interest or a Security Interest not obtaining any contemplated priority;

18.3.1.4. this Agreement or any other document being varied or replaced in any way;

18.3.1.5. us doing something or failing to do something which could, under the law relating to guarantees and indemnities, have affected the Guarantor’s liability or anything else happens that, apart from this clause, could result in the Guarantor’s obligations ending or being affected;

18.3.1.6. not enforcing on a party to this Agreement other than a Guarantor;

18.3.2. the Guarantor’s liability continues and remains in full force until the due performance, observance and fulfilment by you of all the terms of this Agreement;

18.3.3. the guarantee and indemnity will not be determined by the death or notice of cancellation by the Guarantor;

18.3.4. the Guarantor’s liability will not be affected by the termination of this Agreement; and

18.3.5. the Guarantor’s liability will not be affected by any permitted assignment of this Agreement by you or us.

18.4. The Guarantors irrevocably waive, and must not exercise, any right of indemnity or subrogation that they otherwise might be entitled to claim and enforce against, or in respect of us. Without limitation to the foregoing, the Guarantors must not:

18.4.1. share in any guarantee, encumbrance or money received or receivable by us in relation to the guaranteed obligations, or stand in our place in relation to any such guarantee, encumbrance or right to receive money;

18.4.2. take any steps to enforce a right or claim against you relating to any money paid to us by any Guarantor under this Agreement;

18.4.3. exercise, or purport to exercise, any rights as surety in competition with us;

18.4.4. receive, claim or have the benefit of any payment (including a payment under a guarantee), distribution or encumbrance from or on account of you or any other person;

18.4.5. in reduction, or attempted reduction, of their liability under this Agreement, raise a defence, set-off or counterclaim available to them, you or a co-surety or co-indemnifier against us; or

18.4.6. claim to be entitled by way of contribution, indemnity, subrogation, marshalling or otherwise to the benefit of any agreement or document to which we are a party.

18.5. We are not under any obligation to marshal or appropriate in favour of any Guarantor, or to exercise, apply, perfect or recover, any encumbrance that we hold at any time or any funds or property that we may be entitled to receive or claim.

18.6. If you are the subject of an Insolvency Event, the Guarantors irrevocably authorise us to:

18.6.1. prove for all money that any Guarantor is liable to pay under this Agreement; and

18.6.2. retain and carry to a suspense account, and appropriate, at our discretion, any dividends or other money received in relation to your obligations under this Agreement, until your obligations under this Agreement have been irrevocably performed in full.

18.7. If an Insolvency Event has occurred in relation to you or any Guarantor, any amount paid by the you or the Guarantor (as the case may be) within the preceding 6 months (the Relevant Payment) will only be applied against any guaranteed obligations if:

18.7.1. we form the opinion in good faith (which will be conclusively binding on each Guarantor) that we will not be required to pay all or any part of the Relevant Payment to any person under any law relating to bankruptcy, winding up or the protection of creditors; or

18.7.2. a final judgment is given by a court of competent jurisdiction in our favour that we are not required to pay all or part of the Relevant Payment to any person under any law relating to bankruptcy, winding up or the protection of creditors.

18.8. If an amount is applied against any guaranteed obligations and we form the opinion in good faith that we are obliged to pay all or part of the Relevant Payment to any person under any law relating to bankruptcy, winding up or the protection of creditors:

18.8.1. our rights are to be reinstated and will be the same in relation to that amount as if the application, or the payment or transaction giving rise to it, had not been made; and

18.8.2. the Guarantors must immediately do anything (including executing any documents) required by us to restore to us any guarantee or encumbrance to which we were entitled immediately before that application or the payment or transaction giving rise to it, and any discharge or release between us and the Guarantors is subject to reinstatement of the rights of the benefitting party under this clause.

19. Term

This Agreement commences on the date of this Agreement and continues until terminated in accordance with the provisions of this Agreement.

20. Termination without cause

20.1. You may at any time give us a notice of your desire to terminate this Agreement without cause. Upon you giving us such notice:

20.1.1. we will close your HirePay or Butn Pay Account; and

20.1.2. all monies owing to us by you pursuant to this Agreement become immediately repayable and Late Fees will apply from the date of such notice.

20.2. We may at any time give you 30 days’ notice of our desire to terminate this Agreement without cause. Upon the expiry of such 30 day period:

20.2.1. we will close your HirePay or Butn Pay Account; and

20.2.2. all payments owing in accordance with any Payment Schedule remain payable in accordance with the terms of this Agreement.

20.3. Notwithstanding the giving of a termination notice pursuant to this clause, your obligations under this Agreement will continue until such time as you have paid us in full all monies that you owe us pursuant to this Agreement.

21. Immediate Termination

21.1. Either party may terminate this Agreement effective immediately if the other:

21.1.1. breaches a material term of this Agreement;

21.1.2. fails to carry out its duties and obligations under this Agreement in a competent and satisfactory matter;

21.1.3. is found guilty of serious or willful misconduct or any conduct which injures or is likely to injure the reputation of the other party or the reputation of or relationship with its employees or clients;

21.1.4. is found guilty of a serious criminal offence; or

21.1.5. becomes bankrupt or insolvent.

21.2. Upon termination of this Agreement pursuant to this clause all monies owing to us by you pursuant to this Agreement become immediately repayable and Late Fees will apply from the date of the termination.

22. Events of Default

22.1. An Event of Default occurs if:

22.1.1. you or a Guarantor default in the due performance and observance of any of your obligations in this Agreement;

22.1.2. you or a Guarantor fail to pay in full as and when due any monies payable by you pursuant to this Agreement;

22.1.3. two consecutive automatic direct debits of your Nominated Account fail or are not successful;

22.1.4. a representation or warranty that you or a Guarantor has given us under this Agreement or the Application is not true or is misleading in any material respect;

22.1.5. an Insolvency Event occurs in relation to you or a Guarantor;

22.1.6. any event of default (however described) occurs under any document creating a Security Interest granted by you or a Guarantor to us or any other person;

22.1.7. any other events or series of events, whether related or not, occurs to you (including, without limitation, any Material Adverse Effect in your business, assets or financial condition or any Related Person or Entity of yours) which, in our opinion renders it less likely that you will be able to substantially comply with your obligations under this Agreement;

22.1.8. a Security Interest becomes enforceable or is enforced, or a distress, attachment or other execution is levied or enforced over, all or any of the assets and undertaking of you;

22.1.9. you cease or threaten to cease to carry on its business or a substantial part of its business;

22.1.10. all or any part of this Agreement becomes void, illegal, invalid, unenforceable or of limited force and effect or is claimed to be so by you;

22.1.11. any other event or series of events, whether related or not, occurs which has in our opinion a Material Adverse Effect; or

22.1.12. a law or anything done by a Government Agency wholly or partially to a material extent renders illegal, prevents or restricts the performance or effectiveness of this Agreement or otherwise has a Material Adverse Effect

22.2. If an Event of Default occurs, we may, at our option, and notwithstanding any delay or previous waiver of the right to exercise such option, immediately declare that:

22.2.1. you are in default;

22.2.2. this Agreement is terminated; and

22.2.3. any amounts owing to us under this Agreement are payable immediately.

22.3. Any declaration under clause 22.2 does not limit any of our rights under any security given by you or the Guarantors to us.

23. Application of Money

Order of application

23.1. The Remedy Proceeds may, subject to any mandatory statutory requirements, be applied by us towards any amount and in any order which we determine in its absolute discretion, or if no such determination is made in the following order:

23.1.1. first in payment of all amounts which, to the extent required by law, have priority over the payments specified in the balance of this clause 23;

23.1.2. second, towards the payment or reimbursement of the costs and expenses incurred by us in the exercise or enforcement or attempted exercise or enforcement of its rights under this Agreement;

23.1.3. third, towards the Secured Money which is then due for payment or otherwise in accordance with this Agreement and the Remedy Proceeds shall be applied in the following priority:

23.1.3.1. as against Late Fees;

23.1.3.2. as against Default Fees;

23.1.3.3. as against GST;

23.1.3.4. as against anything for which you indemnify us pursuant to this Agreement;

23.1.3.5. payments with respect of the Purchase Order; and

23.1.3.6. all other monies that you may owe us.;

Creditor’s certificate and dispute

23.2. We may rely upon a certificate issued by any person who claims to be entitled to receive any of the Remedy Proceeds to the effect that moneys are owing by you to it and stating the amount owing, without being obliged to make any further enquiry;

23.3. If there is any dispute between any persons (other than us) as to who is entitled to receive the Remedy Proceeds, we may pay those moneys into court and when that is done we will have no further obligations in relation to those moneys.

24. Third Party Dealings

Preservation of our right

24.1. Your obligation to pay the Secured Money is a primary obligation and we are not obliged to proceed against or enforce any other right against any person or property or demand payment from any other person before making a demand for payment by you of the Secured Money.

24.2. Your obligations and our rights under this Agreement will not be affected by anything which but for these subclauses might abrogate, prejudice or limit them or the effectiveness of this Agreement including:

24.2.1. any variation of a right of us or any variation termination or replacement of any agreement giving rise to the Secured Money;

24.2.2. any transaction or agreement between us and any person;

24.2.3. any increase in the liability of any person to us or any increase or other variation in the amount (if any) of any financial accommodation granted or agreed to be granted by us to any person;

24.2.4. any variation in the time or method of payment of any amount payable by any person to us;

24.2.5. the granting of any forbearance, time, waiver or other concession or indulgence to any person;

24.2.6. an arrangement, composition or compromise with, or absolute or partial discharge or release of any person or us becoming bound by any such arrangement, composition, compromise or release;

24.2.7. any transaction or agreement between any person and us (including any Transaction Document) or any obligation owed by any person to us being void, voidable or otherwise unenforceable by us or us being otherwise stopped from requiring any person to comply with that person’s obligations;

24.2.8. the failure by any person to execute and deliver any Transaction Document or proposed Transaction Document;

24.2.9. any failure by us or any person to take or perfect any Security Interest or other document or agreement or to enforce or properly exercise any rights in relation to any of them;

24.2.10. the rescission, repudiation or other termination of any agreement between us and any person relating to the Secured Money or the acceptance of any rescission, repudiation or termination by us;

24.2.11. the Liquidation, change in legal capacity or incapacity of any person; or

24.2.12. any failure by us to give any other person notice of any Event of Default or make any demand.

24.3. You:

24.3.1. waive any right to be subrogated to or otherwise have the benefit of this Agreement until the Secured Money has been satisfied in full and in our reasonable opinion any payment towards the satisfaction of the Secured Money is not void, voidable or otherwise unenforceable or refundable; and

24.3.2. shall not exercise a right of set-off or counterclaim available to it to any other person liable to us in relation to the Secured Money which reduces or extinguishes your obligation to pay the Secured Money.

24.4. We are not obliged to marshal, or appropriate in your favour, or exercise rights under, any Security Interest or this Agreement or any property that we have an interest in or may be entitled to receive.

24.5. This Agreement is in addition to and is not in any way prejudiced by any judgment, order or other thing and our rights under this Agreement shall not be merged with any judgment order or other thing

24.6. You shall not in the Liquidation of any person whose obligations to us you have guaranteed:

24.6.1. directly or indirectly claim or receive the benefit of any distribution, dividend or payment; or

24.6.2. prove or claim for any distribution, dividend or payment in competition with us; so as to diminish any distribution, dividend or payment which but for that claim or proof we would be entitled to receive, until the Secured Money has been paid in full and we are of the opinion that no payment of those moneys is or is likely to become void, voidable or otherwise unenforceable or refundable.

25. Outages

25.1. Access to our Products may occasionally be unavailable or limited due to, without limitation, hardware or software failures, technical or information technology issues, damage from natural disasters or events, damage or disruption from human activity, scheduled maintenance, power outages, labour shortages, legal or regulatory restrictions as well as causes out of our control.

25.2. To the extent permitted by law, we will not be liable for any Loss or Liability which you may incur as a result of limited or reduced access or the unavailability of our Product.

26. Limitation of Liability

26.1. To the full extent permitted by law:

26.1.1. Our Liability for all Claims arising under this Agreement, howsoever arising, and whether in contract, tort (including negligence) or otherwise will not exceed the total value of any affected Request to Pay, including the payment of Late Fees;

26.1.2. Neither party (including any of our Related Persons or Entities), will be liable for any consequential loss arising under this Agreement, howsoever arising, including but not limited to in contract, tort (including negligence) or otherwise;

26.1.3. We, our Related Persons or Entities and our/their employees, officers, agents, contractors and representatives will not be liable to you for any Loss or Liability that you, or a third party may incur from your use of our Product.

27. Our right to modify this Agreement

27.1. We may at any time during the currency of this Agreement vary this Agreement without your consent or prior agreement. We will give you notice of any variations that may affect you.

27.2. We will not however vary this Agreement unless reasonably necessary to reasonably protect our rights.

27.3. In unilaterally varying this Agreement, we will act in good faith.

27.4. Any variations to this Agreement will only apply to Funded Amounts due and payable to us after the date of any such variation.

28. No Adverse Interpretation

This Agreement is not to be construed to our disadvantage because we were responsible for its preparation.

29. Notices

29.1. A notice, consent or other communication under this document is only effective if it is in writing, signed and either left at the addressee's address or sent to the addressee by mail or email/electronic form such as email.

29.2. A notice, consent or other communication that complies with this clause is regarded as given and received if sent to the particulars of each party as noted in the Schedule and:

29.2.1. If sent by mail, three Business Days after it is posted; and

29.2.2. if sent by email, when the sender receives an acknowledgment from a computer system controlled by its addressee or any entity employing or otherwise engaging that addressee.

30. Severability

If any part of this Agreement is held to be invalid or unenforceable by a Court, then the remainder of this Agreement will not be affected by that finding. The part(s) of the Agreement that are held to be invalid or unenforceable will to the greatest extent possible be severed from this Agreement as if they had never been included, and the remainder of this Agreement will remain in full force and effect.

31. Assignment

31.1. You must not assign, transfer, sub-contract, create any trust over or otherwise deal in any way with any of your rights or obligations under this Agreement without our prior written consent.

31.2. We may assign, transfer, sub-contract, create any trust over or otherwise deal in any way with any of our rights or obligations under this Agreement without the prior written consent of any other party.

32. Further Documents

The parties agree to do such further acts and things and execute such further documents as will be reasonably necessary to give effect or better effect to the provisions of this Agreement.

33. Electronic Execution

33.1. You may execute this Agreement using an electronic signature.

33.2. If you execute this Agreement using an electronic signature, you agree, acknowledge and warrant:

33.2.1. Your electronic signature is as valid and binding;

33.2.2. That you have executed this Agreement and no one else has executed this Agreement on your behalf;

33.2.3. By executing this Agreement, you agree to be bound by the terms of this Agreement and that we have all rights against you as specified in this Agreement.

34. Verification and our Privacy Policy

34.1. All information we collect about you will be collected, used and stored in accordance with our privacy policy, which can be provided on request. Our privacy policy is deemed to be incorporated into this Agreement.

34.2. For the avoidance of doubt, all personal information collected, stored and used by us is in accordance with the Privacy Act.

34.3. We reserve our right to verify your identity, or that of any Guarantors as long as you have an active Account with us. You must comply within fourteen (14) days of a reasonable request for information or documentation that we or any of our Related Person or Entity may require for the purposes of verifying your identity.

34.4. You and the Guarantors consent to us carrying out all checks and searches that we may consider necessary or beneficial for us to carry out to evaluate you and the Guarantors and your respective creditworthiness. Such searches may include credit checks, PPSR searches and property searches.

34.5. You authorise us to disclose to any of our Related Persons or Entities, or third parties, to the extent required by any applicable laws or regulations, any information about you and any Guarantors.

35. Disclosure of Information

35.1. So long as we do not breach clause 34, we may disclose any information which we have obtained or we obtain about you or a Guarantor or which has been provided to it:

35.1.1. if the you or a Guarantor consent to the disclosure, which consent must not be unreasonably withheld or delayed;

35.1.2. if the disclosure is required by a stock exchange or is allowed or required by any law;

35.1.3. if we consider the disclosure appropriate in connection with our exercising our rights or assigning, novating or otherwise dealing with our rights or obligations. This includes in connection with the enforcement of this Agreement, any Security Interest or any guarantee;

35.1.4. if the disclosure is to our officers, employees, agents, auditors, lawyers or advisers;

35.1.5. if the disclosure is to an entity which provides facilities, insurance or credit enhancement to us or to you;

35.1.6. if the information is generally and publicly available;

35.1.7. if we consider the disclosure appropriate in connection with the registration and maintenance of any financing statement or financing change statement; or

35.1.8. if we consider the disclosure appropriate in connection with the enforcement, operation or administration of this Agreement.

35.2. Clause 35 does not limit any other consent which you or a Guarantor has or may provide.

36. Force Majeure

Each party releases the other party from any claim, liability or responsibility under this Agreement concerning the other party's failure to perform any obligation under this Agreement where and only where such failure is due to strike, lockout, riot, industrial action, fire, storm, tempest, act of God, material shortage, government law or requirement or any other cause totally beyond the control of the other party and no such failure will entitle a party to terminate this Agreement.

37. Costs of this Agreement

37.1. Each party will pay their own legal, accounting and other costs in relation to this Agreement.

37.2. You must pay our reasonable costs and expenses relating to:

37.2.1. any amendments or negotiations to this Agreement;

37.2.2. the attempted or actual enforcement, preservation or protection of this Agreement or of any of our rights under this Agreement; and

37.2.3. the attempted or actual remedy or rectification by us of any breach of this Agreement by you;

38. Waiver

A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this Agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this Agreement.

39. Indemnities Continuing

Any indemnity provided by a party under this Agreement is a continuing obligation separate and independent from any other obligations of that party and survives termination of this Agreement.

40. No Set-off

You must pay us all moneys due to us under this Agreement free from any set-off (whether legal or equitable), equities or cross claims which you may otherwise be entitled to claim against us.

41. Time of the essence

For all of your obligations under this Agreement, time will be of the essence and no extension or variation of those obligations will operate as a waiver of this clause.

42. Disclosure of Commission

We disclose that we, or our Related Person or Entity may be entitled to a commission from third parties from you using our Products.

43. Entire Agreement

This agreement (including the documents expressed as being a part of this Agreement in the Introduction) contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this Agreement other than those expressly stated in it or necessarily implied by statute.

44. Good Faith

44.1. The parties agree not to participate in unconscionable conduct, in relation to this Agreement.

44.2. The parties agree to act in an ethical, honest and lawful manner towards each other and towards suppliers, customers and staff of the business.

44.3. The parties agree to act towards each other with good faith.

45. Jurisdiction

This agreement is deemed to be made in New South Wales and its construction, interpretation and enforcement is governed by the laws in force in the State of New South Wales.

46. Dictionary

In this Agreement, unless the context indicates otherwise

The expression:Meaning:
ADIAn authorised deposit taking institution.
ApplicationYour application to us, or our Related Person or Entity to use the Product.
Australian Consumer LawThe Australian Consumer Law found at Schedule 2 of the Competition and Consumer Act 2010 (Cth).
HirePay or Butn AccountMeans your unique email address and password with HirePay or Butn which we use to identify you and manage Requests for Payment.
HirePay or Butn PortalIs a client side, browser based application, with a small functionality, which displays a button, that allows a user to access the HirePay or Butn Portal and use HirePay or Butn features.
HirePay or Butn WidgetIs a website that serves as the single point of access for information. It can also be considered a library of personalised and categorised content. A web portal helps in search navigation, personalisation, notification and information integration, and provides features creating, viewing factors and viewing payment information.
Business Daya day which is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.
Claimmeans, in relation to a person, any claimallegation, cause of action, proceeding,Liability, suit or demand made against theperson concerned however it arises andwhether it is present or future, fixed orunascertained, actual or contingent
Corporations Actthe Corporations Act 2001 (Cth)
Event of Defaultan event described in clause 23.
Government Agencyany government or any governmental orsemi-governmental or judicial entity orauthority in any state country or otherjurisdiction and includes any self regulatoryorganisation established under any statuteor stock exchange.
GSThas the same meaning as in the GST Law
GST Lawmeans A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual PropertyIn respect of a company, the occurrence of any one or more of the following events in relation to that company:
a) except for the purpose of a solvent reconstruction or amalgamation, process is filed in a court seeking an order that it be wound up or that a Controller be appointed to it or any of its assets, unless the application is withdrawn, struck out or dismissed within 7 days of it being filed; or an order is made that it be wound up or that a Controller be appointed to it or any of its assets; or a resolution that it be wound up is passed or proposed;
b) a liquidator, provisional liquidator, Controller or any similar official is appointed to, or takes possession or control of, all or any of its assets or undertakings;
c) an administrator is appointed to it, a resolution that an administrator be appointed to it is passed or proposed, or any other steps are taken to appoint an administrator to it;
d) it enters into, or resolves to enter into, an arrangement, compromise or composition with any of, or any class of, its creditors or members, or an assignment for the benefit of any of, or any class of, its creditors, or process is filed in a court seeking approval of any such arrangement, compromise or composition;
e) a reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors is proposed or effected;
f) any action is taken by the Australian Securities and Investments Commission with a view to its deregistration or its dissolution, or an application is made to the Australian Securities and Investments Commission that any such action be taken;
g) it is insolvent within the meaning of section 95A of the Corporations Act, states that it is unable to pay its debts or it is presumed to be insolvent under any applicable law;
h) as a result of the operation of section 459F(1) of the Corporations Act, it is taken to have failed to comply with a statutory demand;
i) it stops or suspends or threatens to stop or suspend the payment of all or a class of its debts; j) any event or circumstance set out in section 461 of the Corporations Act occurs in relation to it;
or k) anything having a substantially similar effect to any of the events specified in paragraphs (a)(i) to (a)(x) of this definition happens to it under the law of any jurisdiction; and In respect of a natural person, the occurrence of any one or more of the following events in relation to that natural person:
a) a bankruptcy notice is issued against the person;
b) a receiver or a trustee for creditors or in bankruptcy is appointed to any of the person’s property;
c) the person proposes or enters into an arrangement or composition with, or an assignment for the benefit of, any of the person’s creditors;
d) the person proposes or effects a moratorium involving any of the person’s creditors;
e) the person stops or suspends, or threatens to stop or suspend, the payment of all or a class of its debts;
f) the person is unable to pay all of the person’s debts as they fall due or is presumed to be insolvent under any applicable law;
g) the person becomes an "insolvent under administration" as defined in section 9 of the Corporations Act; or anything having a substantially similar effect to any of the events specified in paragraphs (b)(i) to (b) (vii) of this definition happens to the person under the law of any jurisdiction. all intellectual proprietary rights, whether registered or unregistered and whether existing under statute, at common law or in equity throughout the world of us or our Related Person or Entity, including without limitation:
(a) all trademarks, trade names, logos, symbols, brand names or similar rights, registered or unregistered designs, patents, copyright, trade secrets and the right to have confidential information, together with
(b) any application or right to apply for any of the rights referred to in paragraph (a) above.
Late Feethe fee of 0.1% per day.
Liabilitymeans, in relation to a person, any liability or obligation however it arises and whether it is present or future, fixed or unascertained, actual or contingent but excluding any liability for consequential or indirect loss, economic loss or loss of profits.
Liquidationadministration, receivership, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, arrangement or compromise with creditors, bankruptcy or death.
Lossincludes any loss, damage, liability, compensation, fine, penalty, charge, payment, cost or expense (including any legal cost and expense) on a full indemnity basis however it arises and whether it is present or future, fixed or unascertained, actual or contingent but excluding any consequential or indirect loss, economic loss or loss of profits.
Material Adverse Effecta material adverse effect upon any one or more of the following: (a) your ability to comply with your obligations under this Agreement; (b) your financial condition; (c) the effectiveness, priority or enforceability of this Agreement or any other security; or (d) the value of the Collateral
Nominated Accountyour nominated account with an ADI or other financial institution from which we direct debit payments in accordance to the Payment Schedule.
Nominated Email Accountyour email account which you have provided to us and which we will use to send any notices to you pursuant to this Agreement.
Ordera formal order, request or purchase by you of a product or service from a Supplier.
Privacy ActPrivacy Act 1988 (Cth).
Payment Amountthe total dollar ($) amount payable by you to us
Payment Datethe weekly payment dates on which we will direct debit your Nominated Account to pay the Purchase Amount in accordance with the Payment Schedule.
Payment Default Fee$25 per failed or unsuccessful direct debit from your Nominated Account. This does not include additional payments recoverable by the Payment Gateway.
Payment Periodthe number of weeks in which you must pay to us the Payment Amount
Payment Schedulethe list of payments payable by you with respect to an approved Proof of Transaction.
Productmeans the payment product offered by HirePay or Butn Pay from time to time.
Proof of Transactionmeans the documentary evidence created by a Supplier or Service Provider to you with respect to your purchase of goods or services, including but not limited to an invoice. For the avoidance of doubt, the Proof of Transaction defines the face value of the transaction.
Purchase Pricethe total dollar ($) of the payment we make to the Supplier for the goods and/or services on your behalf, the subject of the Request to HirePay or Butn Pay.
Related Body Corporatehas the same meaning as in the Corporations Act.
Related Person or Entityin relation to a body corporate, includes any director, secretary, shareholder or officer there of, as well as any Related Body Corporate there of; and, in the case of an individual, any body corporate of which that individual is a director, secretary, shareholder or officer.
Relevant Lawsall applicable laws pertaining to or regulating the activities of your business.
Request to HirePay or Butn Paya request submitted by you to us to use the Product to pay for a good or service offered by a Supplier.
Secured Moneyall moneys (including damages) in any currency which you are or may at any time be liable (actually prospectively or contingently) to pay to us on any account for any reason including, without limitation, moneys payable: (a) by you under any Transaction Document;
(b) by you alone or jointly or severally with any other person;
(c) by you in your own right or in any capacity;
(d) to us alone or jointly or severally with any other person;
(e) to us in our own right or in any capacity;
(f) to us pursuant to any assignment or other disposition by any person in favour of us of a debt or other obligation payable by you to that person, irrespective of whether:
(i) you consented to or was aware of the assignment or other disposition;
(ii) the assigned or disposed of debtor obligation was secured;
or (iii) the assignment or other disposition took place before or after the date of this Agreement;
(j) by you because of any relationship between you and us, including, without limitation, that of banker (if applicable);
(k) by you as liquidated or unliquidated damages caused or contributed to by any breach by you of any obligation owed by you to us, any tort by you or any of your other act or omission;
(l) by you under this Agreement;
and (m) by you under any guarantee or indemnity; and where you would have been liable but for your Liquidation, it will be taken to remain liable.
Supplieran online supplier of a product or service for which you can pay for using the Product.
Transaction Documentsincludes:
(a) this Agreement;
(b) any agreement relating to the priority of this Agreement or any Security Interest given by you pursuant to this Agreement; and
(c) any other document entered into between the parties which is designated by them as a Transaction Document for the purposes of this Agreement.

47. Interpretation

47.1. In this Agreement, unless the context indicates otherwise:

47.1.1. A reference to “we” or “us” is a reference to Australian Factoring Company (AFC);

47.1.2. if an expression is defined in clause 51, grammatical derivatives of that expression have a corresponding meaning. (For instance, if “to colour” means “to paint red”, then “coloured” means “painted red”.)

47.1.3. Headings are only for convenience. They are to be ignored when interpreting the agreement.

47.1.4. A schedule to a document is part of that document.

47.1.5. A reference to the singular includes the plural and vice versa.

47.1.6. Where one thing is said to include one or more other things, it is not limited to those other things.

47.1.7. There is no significance in the use of gender-specific language.

47.1.8. A “person” includes any entity which can sue and be sued.

47.1.9. A “person” includes any legal successor to or representative of that person.

47.1.10. A reference to a law includes any amendment or replacement of that law.

47.1.11. Anything a party can do, it may do through an appropriately authorised representative.

47.1.12. Where the context requires it, the term “you” will include you and each of the Guarantors.

48. Approvals and Consents

48.1. Unless a clause requires our consent to be reasonable, for all consents or approvals that you are required to seek from us pursuant to this Agreement, we may give our or withhold consent or approval to your request, and if we give our consent or approval, we may impose conditions on that consent or approval.