Assembly Payments Platform Pty Ltd together with our affiliates, subsidiaries and divisions (collectively referred to “Assembly” or “We” or “Us”), have agreed to collect monies for you in relation to transactions you participate through a Marketplace/Platform in consideration of the Fees.
You hereby authorise and instruct Assembly to provide the following services to you in accordance with these Terms and Conditions (“Agreement”):
(Collectively, the “Collection Services”).
If your Marketplace/Platform offers you the ability to make payments through the BPAY Scheme via Assembly (“BPAY Payments”), then you will be bound by the BPAY Payer Terms when making such payments. If you make BPAY Payments then the term Collection Services in this Agreement shall be read to include Assembly’s services in facilitating BPAY Payments for you.
By way of clarification, the parties acknowledge and agree that Assembly carries out the Collection Services as a contractor to You and not as agent for on behalf of any person (except, where relevant, insofar as set out in the BPAY Payments terms).
In order to provide the Collection Services, Assembly may need to verify Your identity. You agree to promptly provide any of the following information at Assembly’s request:
If You are operating a registered business (Partnership, Corporation, Pty Ltd, Pty Lte, Partnership, Trust, Sole Trader, LLC, S Corp, C Corp, LLP, LP, etc.), You will also need to provide Your:
We recognise the importance of protecting your personal information and are committed to complying with Our privacy law obligations.
We collect your personal information to provide you with the Collection Services and while we usually collect Your information directly from you, there may be circumstances where we may also collect it from a third party such as the Marketplace/Platform or financial institution involved in the transaction or identity verification provider. If You don’t provide us with the information, We may not be able to provide the Collection Services to You.
We may disclose your information to a Third Party Provider to help us verify Your identity or provide the Collection Services to You. This includes Third Party Providers who may be overseas and who may host or access your personal information.
The countries we may transfer, disclose or store Your information to the following countries: the United States of America, United Kingdom, Philippines and Singapore. Where information is transferred, disclosed or stored overseas, We will seek to ensure the recipient has security systems to prevent misuse, loss or unauthorised disclosure in line with Australian laws.
You instruct Assembly to receive, on Your behalf, payment in full or in part of the purchase price of any Goods, Assets or Services Purchased by a Buyer less any fees or charges you have agreed to pay the Marketplace/Platform Provider (the “Purchase Price“).
You authorise Assembly to, in accordance with the terms of this Agreement:
Assembly may pay the Purchase Price or an equivalent sum to you at such times agreed between You and the Marketplace or Platform (including, at the discretion of Assembly, prior to funds having been received by Assembly) and by any means it considers appropriate including PayPal, direct credit or ACH via the respective Direct Debit/ACH Agreement attached as an exhibit hereto or otherwise as provided by Assembly. The payment of any sum to You will reduce the amount held on trust for You by a corresponding amount.
Assembly receives and holds the Purchase Price on Your behalf, on trust for You, in Our bank account. Assembly has sole discretion over the establishment and maintenance of its bank accounts. You acknowledge and agree that the Purchase Price may be comingled in Our bank account with monies held by Assembly for its other customers and also with Assembly’s own corporate funds.
Assembly will use best endeavours not to make the funds available to creditors in the event of Assembly’s bankruptcy or knowingly permit Assembly’s creditors to seize the funds. You will not receive interest or any other earnings on funds held on Your behalf in Our bank account. You irrevocably assign to Us all rights and legal interests to any interest or other earnings that accrue or are attributable to any of Your funds in a Custodian Account.
Assembly maintains a Digital Wallet for You that allocates the amount held in Our bank account on Your behalf, being the amount of Your Purchase Price received by Us.
Assembly is not responsible for withholding or payment of any sales, use, personal property or other governmental tax or levy imposed in connection with any Transaction.
You agree You will not use the Collection Services for, or otherwise accept payments in connection with, any illegal activity or Prohibited Transactions.
You agree that Assembly may refuse to provide the Collection Services without further notice if:
You acknowledge that a Transaction Funds Reversal, Refund or dispute may result in a return of part or all of the Purchase Price to the Buyer, Card Network or financial institution requesting the reversal.
If a Transaction is disputed, or a Transaction Funds Reversal or Refund is being sought, You will be fully liable for the dispute, reversal or refund of the Purchase Price and any associated fees or fines and You agree:
Assembly assumes no liability for any Transaction Funds Reversal, Refund or dispute and You agree to hold harmless Assembly for acting in accordance with clauses 8 and 10 of this Agreement. Without limiting clause 15, You also agree to indemnify Assembly for any Transaction Funds Reversal, Refund or dispute and any associated fees or fines.
Assembly may take any legal action against You to enforce its indemnity or otherwise recover any funds from You in relation to any Refund or Transaction Funds Reversal.
Without limiting this clause 10, You acknowledge and agree that Assembly may delay or reject Transactions that Assembly considers potentially fraudulent or unauthorised.
To the extent allowed by applicable law, You grant to Assembly a security interest or right of set-off against any funds held on Your behalf in Our bank account including any pending Purchase Price that Assembly is to receive. You agree to execute and deliver any documents necessary to perfect and enforce any security interest.
Assembly reserves the right to immediately terminate this Agreement at any time for any reason without prior notice to You.
You may terminate this Agreement at any time by notifying the Marketplace or Platform of the termination of Your use of the Marketplace or Platform in accordance with any applicable terms governing Your use of the Marketplace or Platform.
-Your account will be flagged as dormant and the Services will cease; and
-any pending Transactions will be cancelled and all amounts held on Your behalf in Our bank account, including the Purchase Price to be received from Transactions completed prior to the termination, shall be paid to You.
Without limiting clause 15, You agree that Assembly will not be liable for any damages or responsible for any compensation in connection with the termination or suspension of the Services.
Section 10 (Chargebacks and Disputes), Section 11 (Set Off/Security Interest), Section 14 (Buyer/Seller Dispute Resolution), Section 15 (Liability), and Section 16 (Disclaimer) of this Agreement as well as any other of Your remaining obligations and any other terms necessary to enforce or address such obligations shall survive the termination of this Agreement.
You agree to be bound by any applicable dispute resolution process required by any payment industry or banking rules and regulations applicable to the Transaction, Refund or Transaction Funds Reversals.
Our liability to you for breach of fiduciary duty will be limited to the funds held in trust for you, and will only apply in the event of our negligence, wilful default or fraud. Subject to that, but without limiting clause 10, Assembly or any of its Representatives will not be liable to You for any Losses arising out of or in connection with Your use of Our Collection Services.
In the event the above clause, or the limitation of liability in clause 10, is not enforceable for any reason, then, Assembly’s maximum aggregate liability arising from or relating to any claim (or series of related claims) by You arising out of or in connection with the Collection Services shall not exceed the aggregate amount of 100% of the Fees received in relation to your Transaction during the 12 month period preceding the date such claim(s) is/are made.
Where You are a consumer in relation to any particular services or products supplied under the Transaction Documents, certain legislation may imply warranties or conditions or impose obligations upon Assembly which cannot be excluded, restricted or modified. If such legislation applies, and to the extent Assembly is able to do so, Assembly’s liability will be limited to the supply of the services again; or payment of the reasonable cost of having the services supplied again.
In no event shall Assembly be liable for any lost profits, data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Collection Services.
Nothing in this clause or any other clause in this Agreement is intended to limit Assembly’s obligation to render its services with due care and skill, or any other guarantees or warranties provided for by applicable law.
To the extent permitted by law, the Collection Services are provided “As Is” or “As Available” and Assembly makes no representations or warranties, express or implied, to You regarding the Collection Services, including without limitation, that the Services will meet Your requirements or that the Services or the Assembly systems will be uninterrupted, timely or error free.
Without limiting the generality of the foregoing, Assembly does not warrant in any way the legality of the Transaction, title or condition of any Goods, Assets or Services, whether the arrangements between the parties properly and legally transfer ownership or any other aspect of any or all of the agreements between the parties.
Assembly does not endorse the Marketplace/Platform or any third party website, or assume responsibility or liability for the accuracy of any material contained therein or any infringement of third party intellectual property rights arising therefrom or any fraud or other crime facilitated thereby. In no event will Assembly be liable for any act or omission of any third party including but not limited to You or Your financial institution, any payment system, any Third Party Provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Assembly’s control (including but not limited to fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party or failure or interruption of electrical, telecommunications or other utility services).
You agree, and hereby represent and warrant, that:
-You are at least 18 years of age, OR You are at least 13 years of age and have the consent of a parent or guardian to use the Platform (or of the applicable age of majority in your applicable jurisdiction). Assembly may request a copy of applicable government identification to provide your identity.
-You have the authority to enter into and perform according to this Agreement.
-If You are carrying on a business, You hold all necessary licences and authorisations to do so.
-The information You provide pursuant to this Agreement is complete and correct as to the best of Your knowledge.
-You shall fulfil the obligations of any Sale of Your Goods, Assets or Services.
-Your use of Assembly’s Collection Services as well as Your Transactions must comply with the laws and regulations applicable to You and Your business.
In the event that You process over a threshold amount (as determined by Assembly’s bank partner and notified to You by Assembly) , You may be required to enter into further terms and conditions with the bank partner. This will not change any transaction arrangements, fees, or fulfilment structures between You, Assembly, or the Marketplace/Platform.
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