dark blue weel logo feature
dark blue weel logo feature

Terms and Conditions

Product Disclosure Statement

Financial Services Guide

Target Market Determination

Important Information

Change to Brand Name

DiviPay Pty Ltd (“DiviPay”) recently changed its brand name to “Weel”. Weel is owned and operated by DiviPay. Any reference to Weel or to DiviPay in the Agreement, Website, Product Disclosure Statement, Privacy Policy or elsewhere (as applicable) should be understood as a reference to the same entity.

Fees and Charges

Access Fees will be charged to You at the end of each billing cycle when You load or use the DiviPay virtual card or expense management platform.

An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. DiviPay will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 4.

All DiviPay invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.

Expiry Dates

Your Account will not expire. Each virtual card we issue to you will expire after three (3) years. After this period, the funds will either be transferred to a new virtual Card or refunded to your DiviPay balance. The expiry dates for each virtual card can be found in your Account.

Unauthorised Transactions

Please contact us immediately at customerservice@divipay.com if:

  • You believe there has been an unauthorised transaction on your Account;
  • If the device from which you use the DiviPay virtual card is lost or stolen, and you are unable to login to your Account to change your password;
  • You are otherwise locked out of your Account in suspicious circumstances.

We can place a hold on your Account to prevent it being used and assist you to reset your login details.

Changes to the Service

We may change the terms of use of our service at any time without your consent. Any changes will only apply to transactions initiated after the date of the change. We will notify you of changes by displaying details of the change within your Account the first time you login after we make the change. If you are unhappy with the changes, you may immediately elect to terminate your arrangement with us by closing your Account.

From the 28th January 2018 as per section 15.8 of the PDS, the Maximum Number of Transactions per day on a DiviPay Virtual Mastercard will increase from 10 to 25 authorisations.

Terms and Conditions

Welcome to DiviPay, an expense management and virtual card service designed especially for small businesses. These Terms and Conditions (Agreement) apply to your use of the Services and are a legally binding agreement between DiviPay and You. Please read this Agreement carefully and keep a copy for future reference. 

By accessing the Services, you agree to this Agreement. If you do not agree to this Agreement, you must cease using the Services immediately.

The Product Disclosure Statement (which can be found on our website at www.divipay.com/pds.pdf) and the Privacy Policy (which can be found on our website at www.divipay.com/privacy) also forms part of these Terms and Conditions.

The DiviPay Service will evolve over time. DiviPay may change this Agreement at any time without your consent. Any change will only apply to transactions initiated after the date of the change. We will notify you of any changes by displaying an updated Agreement the first time you login your Account after the change. If you are unhappy with the changes, you may terminate this Agreement.

By registering to use the Service you acknowledge that You have read and understood this Agreement and have the authority to act on behalf of any person for whom You are registering. You are deemed to have agreed to this Agreement on behalf of any entity for whom You use the Service.

This Agreement was last updated on 30/7/2021.

Definitions

Account means the account you have opened with us to access and operate the Services.

Account Balance means the dollar value credited to your Account at any given point in time.

Access Fee means the monthly fee (excluding any taxes) payable by You in accordance with the Fee Schedule.

Agreement means these Terms and Conditions.

AML/CTF Rules means Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), Anti-Money Laundering and Counter-Terrorism Financing Rules 2006 (Cth) and any guidance issued by the Australian Transaction Reports and Analysis Centre.

Associated Entities means any related body corporate (within the meaning of the Corporations Act 2001 (Cth)) of the business that is to be covered by this Agreement. 

Billing Contact means a person nominated by You to accept receipt of any invoices and arrange to make payment of any fees.

BPSP Service means the services offered by DiviPay to allow You to make payments using Your Credit Card to Suppliers where those Suppliers do not accept Credit Cards.

Confidential Information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party. 

Content means any information or collateral prepared or issued by DiviPay.

Credit Card has the meaning given in the National Consumer Credit Protection Act 2009 (Cth).

Data means any data associated with Your Account, which may be inputted by You or with Your authority into the Website or Mobile Application.

Direct Debit Provider means MoneyTech Ltd (ABN: 77 106 249 852) trading as Monoova or some other third party payment processor.

DiviPay means DiviPay Pty Ltd, ABN 39 617 434 607 Authorised Representative No 1269625, who is an Authorised Representative of EML Payment Solutions Ltd ABN 30 131 AFSL No. AFSL 404131

Fee Schedule means the information relating to subscriptions and billing set out in this Agreement.

Insolvency Event means:

a)    being an insolvent under administration or insolvent (each as defined in the Corporations Act);

b)    having a controller (as defined in the Corporations Act) appointed;

c)    any step being taken by a mortgagee to take possession, or dispose, of the whole or any part of a party's assets, operations or business;

d)    any step being taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator, a statutory manager or other like person in respect of the whole or any part of the party's assets or business;

e)    any step being taken which could result in being subject to any arrangement, assignment or composition, protected from creditors under any statute or dissolved (other than to carry out a reconstruction while solvent); 

f)      being otherwise unable to pay debts when they fall due;

g)    having something with the same or a similar effect happen under the laws of any jurisdiction; or

h)    ceasing to carry on business.

Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Invited User means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

Invoice Amount means the amount owing to a Supplier in relation the provision of a good or service to You. 

Mobile Application means the DiviPay app that may be downloaded from Apple App Store or Google Play.

Privacy Policy means the Privacy Policy found at our website www.divipay.com/privacy as amended from time to time.

Product Disclosure Statement means the Product Disclosure Statement found at our website www.divipay.com/pds.pdf as amended from time to time. 

Services means the online expense management and virtual card services including the BPSP Services and any services provided by a Third Party Automatic Integrated Product provider and Content made available to You via the Website and Mobile Application in accordance with this Agreement (as amended from time to time).

Supplier means a provider of goods or services who is located in Australia and who does not accept Credit Card payments.

Subscriber means the person who registers to use the Service for a business.

Website means the internet site at the domain www.divipay.com or any other site or Mobile Application operated by DiviPay. 

You means the Subscriber, and where the context permits, an Invited User and any Associated Entities. Any other grammatical form of the word “you” has a corresponding meaning.

1. Use of Software

DiviPay grants You the right to access and use the Service via the Website and Mobile Application in accordance with Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

a) the Subscriber determines who is an Invited User and what level of access the Invited User has to the Account;

b) the Subscriber is responsible for all Invited Users’ use of the Services;

c) the Subscriber controls each Invited User’s level of access to Account and can revoke or change an Invited User’s access, or level of access, at any time and for any reason;

d) DiviPay will grant or amend an Invited User’s access in accordance with any instructions provided by the Subscriber. DiviPay is not responsible for checking or verifying any instructions received by the Subscriber.

e) if there is any dispute between a Subscriber and an Invited User regarding access to the Account, the Subscriber is responsible and liable for determining the level of access an Invited User has to the Account, if any.

2. Your Account

2.1 Eligibility

To be eligible to open an Account, You must:

a) be an individual who is at least 18 years old;

b) be a permanent resident in Australia or an Australian citizen;

c) not be suffering an Insolvency Event;

d) be capable of entering into a legally binding contract;

e) have an Australian residential address; and

f) have a valid email address and Australian mobile number.

2.3 Registration

You will need to set up an Account to access and use the Service through our Website. The Subscriber can only set up one Account. An Invited User may have access to and use multiple Accounts, however the Invited User must use a unique email address for each Account.

2.4 Registration Details - Subscriber

A Subscriber must provide the following information:

a) the full registered name of the business and any registered trading names; 

b) information about whether the business is:

i) a sole trader;

ii) a proprietary company;

iii) an unlisted public company;

iv) a listed public company;

v) a foreign registered company;

vi) a trust and the type of trust (i.e. discretionary trust, unit trust, managed investment scheme or self-managed superannuation fund);

vii) a partnership; or

viii) an association;

c) an ACN, ABN or ARBN (if applicable);

d) the registered business address;

e) an email address; and

f) a mobile phone number.

2.5 Registration Details – Invited User

An Invited User must provide their:

a) full name;

b) residential address;

c) email address; and

d) Australian mobile number;

2.6 Agency

You warrant that You are authorised to enter into this Agreement on behalf of Your business and on behalf of any Associated Entities.  

If You have entered into this Agreement as agent for any Associated Entities, You acknowledge and agrees that:

a.    You are responsible and liable for the performance of any obligations under this Agreement by the Associated Entities;

b.    You hold the benefits of any rights under this Agreement as agent for the Associated Entities; and

c.  DiviPay may enforce any of its rights under the Agreement that pertain to an Associated Entity by enforcing those rights directly against You as agent of the Associated Entity and there is no requirement for DiviPay to first seek to enforce those rights against the Associated Entity. 

DiviPay may (in its complete discretion) require a Subscriber to produce evidence that they are authorised to act on behalf of the business and Associated Entities and the Subscriber must provide DiviPay with any information DiviPay reasonably requests for this purpose.  

2.7 Log-in credentials 

a) In setting up an Account, you will be required to select a username and password.

b) You are responsible for keeping Your log-in details secure and confidential and must not disclose them to any other person.

c) DiviPay will not be liable for any loss, cost, damage, or expense to You or any other person arising out of, or in connection with, Your failure to maintain the security and confidentiality of Your log-in details.

d) DiviPay is not responsible for any unauthorised access to, or use of, Your Account unless DiviPay have failed to take reasonable steps to prevent such access or use.

e) You are fully responsible for all activities carried out under or using Your log-in details (whether or not authorised by You) and any loss, cost, damage, or expense to You or any other person that may arise as a result of that activity. DiviPay will take such action it deems necessary to maintain or enhance of Your Account or log-in details and You must take all actions reasonably requested by DiviPay.

f) You must immediately notify us of any unauthorised use of Your log-in details or any other breaches of security.

2.8     Closure, suspension and cancellation

a) DiviPay may, where it has reasonable cause to do so and without prior notice, immediately suspend or close your Account or cancel Your access to the Account (as applicable), including, but not limited to:

i) where DiviPay reasonably suspects or becomes aware that You are in breach of this Agreement;

ii) where DiviPay reasonably considers Account activity to be suspicious;

iii) where DiviPay considers it reasonably necessary to prevent fraud or limit or otherwise protect us against any legal, regulatory or commercial risk;

iv) if You provide any inaccurate or incomplete information to DiviPay, or DiviPay has reasonable grounds to suspect You have;

v) You fail to continue to meet the eligibility criteria in clause 2.1;

vi) where requests are made by law enforcement or other government agencies;

vii) there is a discontinuance or material modification to the Services (or any part thereof);

viii) unexpected technical or security issues or problems arise; or

ix) extended periods of inactivity.

b) Where DiviPay takes action under clause 2.8a):

i) any transactions or requests submitted but not yet processed will be cancelled and withdrawn;

ii) You must not make any new requests or transactions in respect of Your Account

c) If DiviPay closes your Account or cancels Your to the Account, this Agreement will automatically terminate pursuant to clause 12. 

3. Payment and Access Obligations

3.1 Payment Obligations

a) Access Fees will be charged to You at the end of each billing cycle when You load or use the Services.

b) An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. DiviPay will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated.

c) All DiviPay invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes in addition to the Access Fee. 

3.2 Access Conditions

a) You may access and use the Services only as permitted by this Agreement.

b) To access and use the Services, You must:

i) agree and warrant to use the Services in accordance with this Agreement;

ii) warrant that you have read, and agree to, DiviPay’s Privacy Policy;

iii) if You are the Subscriber, comply with clause 4; and

iv) agree and warrant that if You are the Subscriber, You have the authority to share any information about an Invited User for the purpose of the Services being provided.

c) You may not authorise others to use Your Account or log-in credentials, and You may not assign or otherwise transfer Your Account to any other person, unless otherwise agreed by us on request.

If you choose to top-up your Account balance via direct debit, You acknowledge and authorise the Direct Debit Provider to make periodic, on-demand and auto top-up debits on behalf of DiviPay. You must read and separately agree to the terms and conditions of the Direct Debit Provider and provide a direct debit authority. You acknowledge and agree the Direct Debit Provider may charge fees for processing payments using the direct debit authority. Any fees charged by the Direct Debit Provider for processing payments are specified in their terms and conditions.

3.3 Usage Limitations

a) Use of the Service may be subject to limitations, including but not limited to total Invited Users and the number of live budgets.

b) Any request to issue a virtual card via the Account should be made fairly and honestly and must be reasonable in the circumstances. You should not submit any vexatious requests for additional virtual cards to be issued via the Services. DiviPay, acting reasonably, may limit the number of virtual cards that are issued to You or reject a request for a virtual card in its complete discretion.

4. Product Disclosure Statement

By opening Your Account, You : (a) agree You have read, understood and considered the information in the Product Disclosure Statement; and (b) acknowledge that the terms on which the Card will be activated and can be used, including all relevant fees and obligations that may attach to the use of the Card, are set out in the Product Disclosure Statement; and (c) agree to be bound by, and that You must abide by, the, the Product Disclosure Statement.

5. Fee Schedule

5.1 Managing your subscription

Your billing cycle is calculated on a monthly period and will begin the day Your new plan starts. You can downgrade or upgrade Your plan at any time. Features and availability of budgets and Invited Users will be changed immediately following the change in plan. You will be charged our monthly fee for the maximum number of users on your account per billing cycle. 

You can cancel the subscription by giving at least 30 days’ advance written notice. The date of termination will be the day after the expiry of that notice period. If You elect to terminate this Agreement by providing written notice, You shall be liable to pay all relevant Access Fees up to the date of termination. You will continue to have access to DiviPay until the date of termination.

5.2 Paying your subscription

DiviPay will deduct Your invoice amount directly from Your Account Balance on Your invoice due date. The due date for Your DiviPay subscription depends on when You signed up for an Account. If you do not have sufficient funds in Your Account Balance, You must pay Your invoice using a debit or credit card.

If Your subscription payment is overdue, your Account may be suspended and You will not be able to access your any functionality in Your Account.

5.3 Fees and subscriptions

All fees and charges payable for the Services including the BPSP Services are set out on the Website at www.divipay.com/pricing. You should regularly review DiviPay’s Website to confirm any applicable fees.

You also agree to pay any Direct Debit Provider dishonour fees. DiviPay will pass through any fees imposed by our Direct Debit Provider on DiviPay, whereby DiviPay is unable to direct debit the amount stipulated by You on Your Account. Any direct debit dishonour fees will appear on Your monthly invoice.

DiviPay may (in its complete discretion) amend any fee or charge in its in accordance with clause 16.

6. Rewards

DiviPay may determine when, how, and under what conditions You may qualify for, accrue, redeem and retain rewards. DiviPay may modify these conditions with or without notice to you. Certain Services may not be eligible for rewards. Rewards may be subject to caps, revocation, or forfeiture as set forth in any reward terms. All rewards offered are subject to the applicable reward terms.

7. Verification

Your opening of an Account and use of DiviPay’s Services is subject to DiviPay’s verification. You consent to, and authorise us, making any inquiries we consider necessary to validate Your identity and/or authenticate Your identity and Account information. Such verification may be conducted directly by us or through third party databases or other service providers. Where we reasonably require further information and/or documentation to validate Your identity, You agree to provide it, including but not limited to confirming ownership of Your email address, financial instruments or telephone number, and authorising us to verify Your information against third party databases or through other sources.

8. Privacy Policy

Registration data and certain other information about you is subject to DiviPay’s Privacy Policy and you acknowledge and consent to DiviPay using and disclosing Your personal information in accordance with the Privacy Policy.

9. Your obligations

In connection with Your use of Your Account, or in the course of Your interactions with DiviPay, another DiviPay user or a third party in connection with the Services, You warrant and agree that You will not:

a) breach this Agreement, or any other Agreement that you have entered into with us;

b) not use the Services for any unlawful, fraudulent or improper activity, including for any experimental, testing or research purposes or otherwise in a manner for which the Services have not been designed

c) infringe DiviPay’s Intellectual Property Rights, or rights of publicity or privacy;

d) act in a manner that is defamatory, threatening or harassing;

e) provide false, inaccurate, misleading or deceptive information to us (or information that is likely to mislead or deceive);

f) ensure any information about You, including contact details, is true, current and complete. If the information changes, you must update in a timely manner via Website or Mobile Application;

g) provide to us in a timely manner all documentation relating to the identity of the Subscriber or any Invited User, if requested;

h) cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity on the Account;

i) not permit others, that are not authorised, to use the Account or Services;

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

k) immediately contact us if You believe that the Account may be subject to an unauthorised transaction or other type of fraudulent activity or security breach;  

l) provide any information requested in order for DiviPay to comply with AML/CTF Rules prior to any Services being provided and at any other time requested by DiviPay; 

m) create more than one Account for Yourself, through, among other methods, using a name that is not Yours, using temporary phone number(s), or providing any other falsified personal information; 

n) use the Card or engage in any restricted or criminal activities, including but not limited to terrorist financing, money laundering, distributing or funding drugs or drug paraphernalia, illegal gambling or malicious hacking;

o) use an anonymising proxy;

p) control an Account that is linked to another Account that has engaged in any activity that breaches this Agreement;

q) control, possess or access more than one Account without authorisation from us;

r) use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to us, another user, a third party or You;

s) use Your Account or the Services in a manner that Visa, MasterCard, American Express, Discover or any other credit card provider reasonably believe to be an abuse of the credit card system or a violation of credit card association rules;

t) disclose or distribute another DiviPay user's personal information to a third party, or use the information for marketing purposes unless You receive that user's express consent to do so 

u) send unsolicited email or any other communication to another DiviPay user or use the Services to collect payments for sending, or assisting in sending, unsolicited email or any other communication to third parties; 

v) take any action that imposes an unreasonable or disproportionately large load on DiviPay’s infrastructure; 

w) facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; 

x) use any robot, spider, other automatic device, or manual process to monitor or copy any part of the Services, Website or Mobile Application without DiviPay’s prior written permission;

y) take any action that may cause DiviPay to lose any services provided by any of third party suppliers that support the provision of the Services;

z) use the Services to test credit or debit card behaviours;

za) Fraudulently use Your Card or Account, or another user’s Card or Account, including but not limited to circumstances where a user misappropriates funds or uses funds from a stolen card.

Any Cardholder who violates or breaches this Agreement may have their Account or access terminated, as well as any pending requests and transactions cancelled. You may also be held liable for any losses incurred by DiviPay or any other user of the Services.

11. No Resale of Service

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services (including Your Account), use of the Service, or access to the Service.

12. Termination

You or DiviPay may terminate this Agreement by providing 30 days’ written notice. The date of termination will be the day after the expiry of that notice period. If You elect to terminate this Agreement by providing written notice, You shall be liable to pay all relevant Access Fees up to the date of termination. You will continue to have access to Your Account until the date of termination;  

You agree that DiviPay may, under certain circumstances and without prior notice, immediately terminate your DiviPay Account and access to the Services. Cause for such termination shall include, but not be limited to:

(a)  breaches or violations of this Agreement or other incorporated agreements or guidelines;

(b)  requests by law enforcement or other government agencies;

(c)   a request by you to close Your Account (i.e. self-initiated Account deletions);

(d)   discontinuance or material modification to the Services (or any part thereof);

(e)  unexpected technical or security issues or problems;

(f)    extended periods of inactivity. 

Termination of your DiviPay Account includes (a) removal of access to all offerings within the Services, (b) removal of access to the Account (or any part thereof), and (c) barring further use of the Service. Further, you agree that any termination for cause shall be made in DiviPay’s sole discretion and that DiviPay shall not be liable to You or any third-party for any termination of Your Account, any associated email address, or access to the Services.

Following termination of this Agreement:

(a)  DiviPay will cease providing the Services on the date of termination;

(b)  You must pay all outstanding fees, including any Access Fees;

(c)  Your Account will be closed on the date of termination;

(d)  Any funds remaining in your Account Balance will be returned to You in accordance with Your instructions; and

(e)  each party will, as soon as reasonably possible, return or destroy the other party’s Confidential Information in its possession or control, unless it is required to retain a copy of that information under the law.

13. DiviPay's Proprietary Rights

You acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) contain proprietary and Confidential Information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content provided as part of the Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorised by DiviPay, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, Content or the Software, in whole or in part.

DiviPay grants you a personal, non-transferable and non-exclusive right and licence to use its Software and Content provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software or Content. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorised access to the Services. You agree not to access the Service by any means other than through the interfaces that are provided by DiviPay for use in accessing the Services.

14. Trademark Information

The DiviPay logo, trademarks and service marks and other DiviPay logos and product and service names (the “DiviPay Marks”) are trademarks of DiviPay. Without the prior permission of DiviPay you agree not to display or use in any manner, the DiviPay Marks.

15. Disclaimer of Warranties

You expressly understand and agree that:

a) Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, DiviPay expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement

b) DiviPay makes no warranty that (i) the Services will meet your requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the quality of any products, services, information, or other material purchased or obtained by You through the Services will meet your expectations, and (iv) any errors in the Software will be corrected.

c) No advice or information, whether oral or written, obtained by You from DiviPay or through or from the Services shall create any warranty not expressly stated in this Agreement.

d) DiviPay has relied on Your representations and warranties to open the Account and provide You with the Services.

16. Changes to Terms of Use

We may modify, update or otherwise alter the terms in this Agreement. We will notify you of any changes to the Agreement, including any changes to fees and charges, by displaying the updated Agreement the first time you log into your Account after the change. Any changes will apply to any transactions or request after the change, but will not apply to any transaction that is currently in progress. If you are unhappy with any of the changes, you may terminate your Agreement with us immediately by closing your Account.

17. Indemnity and Liability

17.1 Indemnity

You indemnify us against, and must pay on demand, all amounts in respect of any action, claim, demand, loss, liability, and expense (including legal costs) of any nature, and arising under tort, contract, statute or equity or some other cause of action, that is incurred by DiviPay in connection with a breach of this Agreement, including a breach of any representations or warranties made by You, or Your negligent or wrongful acts or omissions in connection with these Terms.

17.2 Liability Cap

To the maximum extent permitted by law, DiviPay’s liability to You for all claims arising out of or in connection with this Agreement shall not exceed the total value of any Access Fees collected by DiviPay in the 12 months prior to the incident giving rise to the liability, regardless of whether the liability arises under any breach of contract, tort (including negligence), statute, equity, contract or any other cause of action. 

17.3 Consequential loss

Neither You nor DiviPay are liable to the other for any consequential or indirect loss including, but not limited to, loss of profit, lost opportunity cost, loss of enjoyment.

18 Third-Party Content

18.1 Your Third Party Software Products

a) In providing the Services, DiviPay may allow You to select and connect or interact with a third party software product, such as accounting software available through the Account integration feature (Third Party Software Product).

b) In order to connect or interact with a specific Third Party Software Product, You will need to have, and actually be signed-in to, an active user account for that Third Party Software Product (Third Party Software Product Account). You may need to contact the third party for additional support.  

c) You are solely responsible for:

i.) choosing a Third Party Software Provider;

ii.) registering its Third Party Software Product Account;

iii.) keeping its Third Party Software Product Account active;

iv.) ensuring its Third Party Software Product Account is up to date and accurate; and

v.) the payment of any Third Party Software Product fees to the provider of the Third Party Software Product in connection with use of that Third Party Software Product.

d) DiviPay is not affiliated with, has no control over, and assumes no responsibility for the operation of any Third Party Software Product or actions of a Third Party Software Product provider.

e) You acknowledge and agree to review and be bound by the terms of use and privacy policy of any Third Party Software Product that You use and connect with the Account. 

f) You agree to indemnify and hold DiviPay harmless, and expressly release DiviPay, from any and all liability arising from Your use of, and/or connection to, a Third Party Software Product.

g) If You choose to connect or interact with a Third Party Software Product, then You:

i.) grant DiviPay authorisation to access its Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and  

ii.) agree to cooperate with DiviPay and provide any information that DiviPay or the Third Party Software Product provider may request in order to enable DiviPay to access Your Third Party Software Product Account.

h) DiviPay will only access and use Your Third Party Software Product Account in order to provide the Services and You expressly consent to DiviPay accessing and using Your Third Party Software Product Account for this purpose.

i) DiviPay may retain records of the information accessed and used in accordance with this clause and You expressly consent to DiviPay’s retention of these records.

j) If at any time DiviPay’s access to Your Third Party Software Product Account is limited or denied, then You acknowledge and agree that DiviPay may not be able to provide some or all of the Services.

18.2 DiviPay Third Party Integrated Products

a) When setting up Your Account or at any time after, DiviPay may automatically enrol You in a third party integrated product (such as an integrated smart receipt service) that is built-into the Service offering (Third Party Automatic Integrated Product).

b) DiviPay will notify You of any Third Party Automatic Integrated Product, either at the time of registering for an Account or if You already have an Account at least 14 days prior to the automatic subscription.

c) You consent to DiviPay providing any necessary information to a Third Party Automatic Integrated Product provider for the purposes of DiviPay being able to provide You access to the Third Party Automatic Integrated Product through the Services. You acknowledge that a failure to consent to DiviPay will preclude You from having access to the Third Party Automatic Integrated Product. 

d) You may opt-out of any Third Party Automatic Integrated Product by changing the settings in Your Account settings on the Website.

e) You acknowledge and agree that the fees or charges for any Third Party Automatic Integrated Product are built into the fees for the Services as set out in clause 5.3.

f) You acknowledge and agree to review and be bound by the terms of use and privacy policy of any Third Party Automatic Integrated Product as required by DiviPay from time to time.

g) You acknowledge and agree that the use of the Third Party Automatic Integrated Product as part of the Services means that You:

i.) grant DiviPay authorisation to access the Third Party Automatic Integrated Product in accordance with the rules for doing so prescribed by the Third Party Automatic Integrated Product provider; and  

ii.) will cooperate with DiviPay and provide any information that DiviPay or the Third Party Automatic Integrated Product provider may request in order to enable DiviPay to access any information held by the Third Party Automatic Integrated Product provider.

h) DiviPay will only access and use any Third Party Automatic Integrated Product information in order to provide the Services and You expressly consent to DiviPay accessing and using Your Third Party Automatic Integrated Product information for this purpose.

i) DiviPay may retain records of the information accessed and used in accordance with this clause and You expressly consent to DiviPay’s retention of these records in accordance with the law.

j) If at any time DiviPay does not have access to the Third Party Automatic Integrated Product, then You acknowledge and agree that DiviPay may not be able to provide some or all of the Services to You.

19. General Information

Entire Agreement – This Agreement constitutes the entire agreement between You and DiviPay and governs your use of the Service, superseding any prior agreements between You and DiviPay. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other DiviPay services, affiliate services, third-party content or third-party software.

System Outage - Access to the Services or our Website may occasionally be unavailable or limited due to hardware or software failure or defects, overloading of system capacity, pandemic, act of war, revolution, strikes, lockouts, acts of government, damage from natural events or disasters or disruptive human activity, interruption of power systems, labour shortages or stoppages, legal or regulatory restrictions as well as other causes outside of DiviPay’s control. Divipay will not be liable for any loss or damage which you may incur as a result of our Services or Website being unavailable.

Governing Law and Jurisdiction – This Agreement and the relationship between You and DiviPay shall be governed by the laws of the State of New South Wales without regard to its conflict of law provisions. You and DiviPay agree to submit to the personal and exclusive jurisdiction of the courts of New South Wales.

Waiver and Severability of Terms – The failure of DiviPay to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Statute of Limitations – You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Headings - The section titles in this Agreement are for convenience only and have no legal or contractual effect.

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