Terms and Conditions

Important Information

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.

Terms and Conditions

Welcome to DiviPay, an expense management and virtual card service designed especially for small businesses. These Terms and Conditions are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that DiviPay provides You with access to the Service.

The DiviPay Service will evolve over time. These Terms are not intended to answer every question or address every issue raised by the use of the DiviPay Service. DiviPay reserves the right to change these terms at any time, effective upon the posting of modified terms and DiviPay will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

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

These Terms were last updated on 22 October 2018.

Definitions

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

Agreement means these Terms and Conditions.

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

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.

Data means any data inputted by You or with Your authority into the Website.

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

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.

Service means the online expense management and virtual card services made available (as may be changed or updated from time to time by DiviPay) via the Website and Mobile Application.

Website means the Internet site at the domain www.divipay.com or any other site or mobile application operated by DiviPay.

DiviPay means DiviPay Pty Ltd

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.

Subscriber means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

You means the Subscriber, and where the context permits, an Invited User. 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 with the particular user roles available to You according to 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 user role access to the relevant organization and Service that Invited User has;

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

c) the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;

d) if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

2. Your Obligations

2.1 Payment Obligations

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.

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.

2.2 Access Conditions

a) You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify DiviPay of any unauthorized use of Your passwords or any other breach of security and DiviPay will reset Your password and You must take all other actions that DiviPay reasonably deems necessary to maintain or enhance the security of DiviPay’s computing systems and networks and Your access to the Services.

b) If you choose to top-up your account balance via direct debit, You acknowledge and authorise MoneyTech Ltd (ABN: 77 106 249 852) to make periodic, on-demand and auto top-up debits on behalf of DiviPay.

2.3 Usage Limitations

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

3. Opening your account

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of Australia or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services registration form (such information being the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or DiviPay has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DiviPay has the right to suspend or terminate your Account and refuse any and all current or future use of the Account (or any portion thereof).

You must not use your Account for any illegal purpose, including the purchase of illegal goods or services. You agree to take steps to ensure that you do not use the Account for any transaction that is illegal under the laws governing your Account.

By opening your Account, you agree to be bound by the terms and conditions contained in this Agreement which govern the use of the Account.

4. Fee Schedule

4.1 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 pricing plan at any time. Features and availability of budgets and Invited Users will be changed immediately following the change in pricing plan. On the date of Your plan change You will be issued an invoice pro-rated for Your usage up to that date, a new billing cycle will then begin.

You can cancel the subscription by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month's’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms. You will continue to have access to DiviPay until this date.

4.2 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 can pay your invoice using a debit or credit card.

If your subscription payment is overdue, your account may be suspended and you won't be able to access your budgets.

4.3 Fees and subscriptions

All payable fees are set out on our website at www.divipay.com/pricing

5. Verification

Your opening of an Account and use of DiviPay’s Services is subject to our 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.

6. Privacy Policy

Registration data and certain other information about you is subject to our Privacy Policy and you acknowledge and consent to DiviPay using and disclosing your personal information in accordance with the Privacy Policy. For more information, see our full privacy policy at www.divipay.com/privacy.

7. Restricted Activities

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

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

b) violate any law, statute, ordinance, or regulation;

c) infringe DiviPay’s copyright, patent, trademark, trade secret or other 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) 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;

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

h) refuse to cooperate in an investigation or provide confirmation of your identity or any personal information you provide to us;

i) use an anonymizing proxy;

j) control an Account that is linked to another Account that has engaged in any of these restricted activities;

k) control or possess more than one Account without authorisation from us;

l) use the Services or Content 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;

m) use your Account or the Services in a manner that the Provider, 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;

n) 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

o) 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;

p) take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

q) 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;

r) use any robot, spider, other automatic device, or manual process to monitor or copy any part of DiviPay or our website without our prior written permission;

s) take any action that may cause us to lose any of the Services or Content from our internet service providers, payment processors, or other suppliers;

t) use DiviPay’s Service to test credit or debit card behaviours;

u) 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 terminated, as well as any pending transactions cancelled. You may also be held liable for any losses incurred by DiviPay or any other user of DiviPay’s Services.

8. No Resale of Service

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

9. Termination

You agree that DiviPay may, under certain circumstances and without prior notice, immediately terminate your DiviPay Account and access to the Service. 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 (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity.

Termination of your DiviPay Account includes (a) removal of access to all offerings within the Service, (b) removal of access to the Account (or any part thereof), and (c) barring further use of the Service. Further, you agree that all terminations 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 Service.

10. DiviPay's Proprietary Rights

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

DiviPay grants you a personal, non-transferable and non-exclusive right and license to use its Software 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. 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 Service. You agree not to access the Service by any means other than through the interface that is provided by DiviPay for use in accessing the Service.

11. 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 Pty Ltd. Without the prior permission of DiviPay Pty Ltd you agree not to display or use in any manner, the DiviPay Marks.

12. 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. 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 Service will meet your requirements, (ii) the Service 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 Service 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 Service shall create any warranty not expressly stated in this Agreement.

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

13. Changes to Terms of Use

We reserve the right to modify, updated or otherwise alter the terms in this Agreement. We will notify you of any changes to the terms, including any changes to fees and charges, by displaying the updated terms the first time you log into your Account after the change. Any changes will apply to your next transaction with us, 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.

14. 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.

Choice of Law and Forum – 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.

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