1.1 You are reading a legal document which is the agreement between you, the Customer (whom we refer to as “you”, “your” or the “Customer” in this document) and us. We are I’ll Pay Holdings Pty Ltd (ACN 604 400 188) and we are the owner of the “I’ll Pay platforms” (www.illpay.com.au and Mobile Applications). We are a company with our registered office in Sydney, NSW 2000 (and we refer to ourselves as “I’ll Pay”, “we” or “us” or “our” in this document).
1.2 Please read this agreement carefully. By browsing, accessing or using the I’ll Pay Platforms or by using any facilities or services made available through it or by transacting through or on it, you are agreeing to the terms and conditions that appear below (all of which are called the “Agreement”). This Agreement is made between you and us.
1.3 We reserve the right to amend these terms and conditions at any time and it is your responsibility to review these terms and conditions on each occasion you accept an Offer. All amendments to these terms and conditions will be posted on the I’ll Pay Platforms and disclosed to you by email to the email address you Register with us. You may terminate this Agreement by written notice to us (either filling the form on the I’ll Pay Platforms or by post or fax or email) if you do not wish to be bound by such new terms and conditions. However, continued use of the Service or the I’ll Pay Platforms or acceptance of an Offer will be deemed to constitute acceptance of the new terms and conditions.
1.4 Your statutory rights: As a consumer, nothing in this Agreement affects your non-excludable statutory rights.
2.1 In this Agreement, we use various defined terms. You will know they are defined because they begin with a capital letter. This is what they mean:
2.1.1 “Breach of Duty” is defined in clause 11.11.1.
2.1.2 “Liability” is defined in clause 11.11.2.
2.1.3 “Merchant” means a third party seller of goods and services.
2.1.4 “I’ll Pay Platforms” means the website www.illpay.com.au or any future Mobile Applications.
2.1.4 (a) “Microsite” means an auxiliary website supplementary to our main website.
2.1.5 “Purchase” means the acceptance of a Merchant Offer.
2.1.6 “Register” means create an account on the “I’ll Pay Platforms” (and “Registration” means the action of creating an account).
2.1.7 “Service” means all or any of the services provided by I’ll Pay via the I’ll Pay Platforms (or via other electronic or other communication from I’ll Pay) including the information services, content and transaction capabilities on the I’ll Pay Platforms (including the ability to accept an Offer).
2.1.9 “ Products” means goods and/or services offered by a particular Merchant, which are described as part of an Offer.
2.1.10 “Website” means the I’ll Pay website (www.illpay.com.au) / mobile application and any Microsites.
3. General issues about the I’ll Pay platforms and the service
3.1 Applicability of these terms and conditions: Use by you of the Service and the I’ll Pay Platforms and any Merchant Offer acceptances are each subject to the terms and conditions set out in this Agreement.
3.2 Age: To use the Service and accept any Merchant Offer, you must be 18 years of age or over.
3.3 Place: The I’ll Pay Platforms and the Service and any Offer acceptances are directed solely at those who access the I’ll Pay Platforms from Australia. We make no representation that the Service (or any goods or services) are available or otherwise suitable for use outside of Australia. If you choose to access the I’ll Pay Platforms (or use the Service or accept an Offer) from locations outside Australia, you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws.
3.4 Scope: The I’ll Pay Platforms, Service and any Merchant Offer acceptance are for your non-commercial, personal use only and must not be used for business purposes. For the avoidance of doubt, scraping of the I’ll Pay Platforms (and hacking of the I’ll Pay Platforms) is not allowed.
3.5 Prevention on use: We reserve the right to prevent you using the I’ll Pay Platforms and the Service (or any part of them) and to prevent you from accepting any Merchant Offers.
3.6 Equipment: The Service and use of the I’ll Pay Platforms and the acceptance of any Offers does not include the provision of a computer or other necessary equipment to access the I’ll Pay Platforms or the Service or to accept any Merchant Offers. To use the I’ll Pay Platforms or Service or to accept a Merchant Offer, you will require Internet connectivity and appropriate telecommunication links. We shall not be liable for any telephone costs, telecommunications costs or other costs that you may incur.
4. Registration and accounts
4.1 Why to register: You do not need to Register to use much of the functionality of the I’ll Pay Platforms or to access much of the Service. However, you must Register in order to accept Merchant Offers from the I’ll Pay Platforms. This is so that we can provide you with easy access to print your orders, view your past Merchant Offer acceptances and modify your preferences. We reserve the right to decline a new Registration or to cancel an existing Registration at any time.
4.3 Passwords: Once you finish Registration, we will allocate a password to you and your account. You must keep the password confidential and immediately notify us if any authorised third party becomes aware of that password or if there is any unauthorised use of your email address or any breach of security known to you. You agree that any person to whom your user name or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) the Service and I’ll Pay Platforms. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
4.4 Valid email addresses: All accounts must be registered with a valid personal email address that you access regularly, so that, among other things, moderation emails can be sent to you. Any accounts which have been registered with someone else’s email address or with temporary email addresses may be closed without notice. We may require users to re-validate their accounts if we believe they have been using an invalid email address.
4.5 Closing accounts: We reserve the right to close accounts if any user is seen to be using proxy IPs (Internet Protocol addresses) in order to attempt to hide the use of multiple registration accounts, or if an non-AU user pretends to be a user, or disrupts the I’ll Pay Platforms or the Service in any way.
4.6 Multiple logons: If you use multiple logins for the purpose of disrupting a community or annoying other users you may have action taken against all of your accounts.
5. Acceptances of merchant offers
5.1 Need for Registration: I’ll Pay issues Merchant Offers via the I’ll Pay Platforms and from time to time email, that can be accepted and payed for and will be shipped by a Merchant. You must Register in order to accept a Merchant Offer and make a payment from the I’ll Pay Platforms.
5.2 Emails: Subject to the following, we will send you administrative and promotional emails. We may send you information regarding your account activity and Merchant Offer acceptances, as well as updates about the I’ll Pay Platforms and Service as well as other Merchant Offers after you opt-in to receiving such Merchant Offers by submitting your offer to us via the I’ll Pay Platforms. If you do not wish to receive Merchant Offers, you need to notify us in writing.
5.3 When a Merchant Offer is made and accepted by you: When you go through the procedure for payment, after you have confirmed your acceptance to these terms and conditions and after we have taken payment (by debit card or credit card or whatever) the transaction will be complete only when we email you confirming the transaction (which is our acceptance of the transaction and when a contract for Purchase from the Merchant is made). We keep a copy of the contract between you and the Merchant. You are welcome to print out these terms and conditions from our I’ll Pay Platforms as a record. Our payments may be processed via an overseas gateway and from time to time, your financial institution or payment provider may charge you an additional fee for transacting with us because of this. If this occurs, please contact our customer care team who can arrange a refund for this fee.
5.4 Refunds: There are no refunds through the I’ll Pay Platforms. Any refunds must be dealt with directly with the merchant abiding by their own “terms and conditions”
5.5 This Agreement applies: By accepting a Merchant Offer and making payment, you acknowledge that the Purchase contract is made between you and the Merchant subject to this Agreement.
5.6 Responsibility: The Merchant, and not I’ll Pay Holdings, is:
5.6.1 the supplier of the Products / Services offered;
5.6.2 solely responsible for supplying you with the Products and Services Offered themselves; and
5.7 We do not act as agent for the Merchant. Where a Merchant Offer includes the sale and/or supply of alcohol, that sale and/or supply is made by the Merchant and not by us and the Merchant is responsible for complying with all applicable laws relating to that sale/supply. Where a Merchant Offer Product includes the sale/supply of travel services and/or arranges for another person a right of passage, the supply of services and/or arrangements is made by the Merchant and not by us, and the Merchant is responsible for complying with all applicable laws relating to the travel services/right of passage.
5.8 Status of Merchant Offers: All Merchant Offers are subject to this Agreement and to any terms and conditions of the relevant Merchant.
5.9 Goods and Services Tax: The price for the Goods and services is inclusive of any GST.
5.10 All monetary transactions made by customers on the I’ll Pay Platforms are handled by I’ll Pay using Stripe or PayPal
5.11Legal title to the Goods will transfer to you (i.e. the Goods will become your personal property) when the Goods are delivered to the delivery address you provided to us.
6. Our fees
6.1 We retain the right to charge for our services
6.2 By making an offer using the I’ll Pay platform you agree that we can charge a fee for this service.
6.3 Fees can change from time to time, however we have a base rate charge of 20% of the money we save you from where the offer is made, or merchants website where the offer was initiated from (advertised retail price on the merchants website)
6.4 Fees will be charged through the PayPal or Stripe platform
7. Your obligations
7.1 Merchant terms: Merchants will have their own applicable terms and conditions, in relation to their own supply of their goods and services, and you agree to (and shall) abide by those terms and conditions. The responsibility to do so is yours alone.
7.2 Accurate information: You warrant that all information provided on Registration and contained as part of your account during the course of this Agreement is true, complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account.
7.3 Content on the I’ll Pay Platforms and Service and Merchant Offers: It is your responsibility to ensure that any products, services or information available through the I’ll Pay Platforms or the Service meet your specific requirements.
7.4 Things you cannot do: Without limitation, you undertake not to use or permit anyone else to use the Service or the I’ll Pay Platforms:
7.4.1 to send or receive any material which is not civil or tasteful;
7.4.2 to send or receive any material which is threatening, grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, copyright, rights of personality, publicity or privacy or any other third party rights;
7.4.3 to send or receive any material for which you have not obtained all necessary licences and/or approvals (from us or third parties), or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world;
7.4.4 to send or receive any material which is technically harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
7.4.5 to cause annoyance, inconvenience or needless anxiety;
7.4.6 to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;
7.4.7 for a purpose other than which we have designed them or intended them to be used;
7.4.8 for any fraudulent purpose;
7.4.9 other than in conformance with accepted Internet practices and practices of any connected networks; or
7.4.10 in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity.
7.5 Forbidden uses: The following uses of the Service (and I’ll Pay Platforms) and Merchant Offers are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following:
7.5.1 resale of the Service (or I’ll Pay Platforms);
7.5.2 furnishing false data including false names, addresses and contact details and fraudulent use of credit/debit card numbers;
7.5.3 attempting to circumvent our security or network including accessing data not intended for you, logging into a server or account you are not expressly authorised to access, or probing the security of other networks (such as running a port scan);
7.5.4 accessing the Service (or the I’ll Pay Platforms in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;
7.5.5 executing any form of network monitoring which will intercept data not intended for you;
7.5.6 sending unsolicited mail messages, including the sending of “junk mail” or other advertising material to individuals who did not specifically request such material. You are explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it. If a recipient asks to stop receiving email of this nature, you may not send that person any further email;
7.5.7 creating or forwarding “chain letters” or other “pyramid schemes” of any type, whether or not the recipient wishes to receive such mailings;
7.5.8 ending malicious email, including flooding a user or site with very large or numerous emails;
7.5.9 entering into fraudulent interactions or transactions with us or a Merchant (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);
7.5.10 using the I’ll Pay Platforms (or any relevant functionality of either of them) in breach of this Agreement;
7.5.11 unauthorised use, or forging, of mail header information;
7.5.12 engage in any unlawful activity in connection with the use of the I’ll Pay Platforms and/or the Service; or
7.5.13 engage in any conduct which restricts or inhibits any other customer from properly using or enjoying the I’ll Pay Platforms and Service.
8. Rules about use of the service and the I’ll Pay platforms
8.1 We will use reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of same. However, we do not guarantee that the Service or the I’ll Pay Platforms will be free of faults (or Offers will be free of error) and we do not accept liability for any errors or omissions. In the event of an error or fault, you should report it by email to: email@example.com
8.2 We do not warrant that your use of the Service or the I’ll Pay Platforms will be uninterrupted and we do not warrant that any information (or messages) transmitted via the Service or the I’ll Pay Platforms will be transmitted accurately, reliably, in a timely manner or at all.
8.3 We do not give any warranty that the Service or the I’ll Pay Platforms are free from viruses or anything else, which may have a harmful effect on any technology.
8.4 Also, although we will try to allow uninterrupted access to the Service and the I’ll Pay Platforms, access to the Service and the I’ll Pay Platforms may be suspended, restricted or terminated at any time.
8.5 We reserve the right to change, modify, substitute, suspend or remove without notice any information or Offer or service on the I’ll Pay Platforms or forming part of the Service from time to time. Your access to the I’ll Pay Platforms and/or the Service may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We assume no responsibility for functionality, which is dependent on your browser or other third party software to operate (including, without limitation, RSS feeds). For the avoidance of doubt, we may also withdraw any information or Offer from the I’ll Pay Platforms or Service at any time.
8.6 We reserve the right to block access to and/or to edit or remove any material, which in our reasonable opinion may give rise to a breach of any of this Agreement.
9. Suspension and termination
9.1 If you use (or anyone other than you with your permission uses) the I’ll Pay Platforms or Service in contravention of this Agreement, we may suspend your use of the Service and/or I’ll Pay Platforms (in whole or in part) and/or a Merchant Offer.
9.2 If we suspend the I’ll Pay Platforms or a Merchant Offer, we may refuse to restore the Service or I’ll Pay Platforms or Merchant Offer until we receive an assurance from you, in a form we deem acceptable that there will be no further breach of the provisions of this Agreement.
9.3 I’ll Pay shall fully co-operate with any law enforcement authorities or court order requesting or directing I’ll Pay to disclose the identity or locate anyone in breach of this Agreement.
9.4 Without limitation to anything else in this Clause 9, we shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Service and/or the I’ll Pay Platforms; ii) suspend your use of the Service and/or the I’ll Pay Platforms; iii) suspend the use of the Service and/or I’ll Pay Platforms for persons we believe to be connected (in whatever manner) to you; and/or iv) terminate this Agreement immediately if:
9.4.1 you commit any breach of this Agreement;
9.4.2 we suspect, on reasonable grounds, that you have, might or will commit a breach of these terms; or
9.4.3 we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any other person.
9.5 Our rights to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
10.1 You shall indemnify us against each loss, liability or cost incurred by us arising out of:
10.1.1 any claims or legal proceedings which are brought or threatened against us by any person arising from:
i) your use of the Service or the I’ll Pay Platforms;
ii) the use of the Service or the I’ll Pay Platforms through your password; or
10.1.2 any breach of this Agreement by you.
11. Standards and limitation of liability
11.1 We warrant that:
11.1.1 we will exercise reasonable care and skill in performing any obligation under this Agreement, and
11.1.2 we have the right to make Merchant Offers.
11.2 This Clause 11 (and Clause 1.4) prevails over all other Clauses of this Agreement and sets forth our entire Liability, and your sole and exclusive remedies in respect of:
11.2.1 the performance, non-performance, purported performance or delay in performance by us of this Agreement (including in relation to the I’ll Pay Platforms or Service supplied by us); or
11.2.2 otherwise in relation to this Agreement or the entering into or performance of this Agreement.
11.3 Nothing in this Agreement shall exclude or limit our Liability for (i) fraud; (ii) death or personal injury caused by our Breach of Duty; (iii) any breach of the statutory consumer guarantees relating to the supply of goods and/or services in Schedule 2 to the Competition and Consumer Act 2010; or (iv) any other Liability which cannot be excluded or limited by applicable law (including, without limitation liability pursuant to Clause 1.4).
11.4 Save as provided in Clause 11.3, we do not warrant and we exclude all Liability in respect of:
11.4.1 the accuracy, completeness, fitness for purpose or legality of any information accessed using the Service or the I’ll Pay Platforms or otherwise; and
11.4.2 the transmission or the reception of or the failure to transmit or to receive any material of whatever nature; and
11.4.3 your use of any information or materials on the I’ll Pay Platforms (which is entirely at your own risk and it is your responsibility);
11.4.4 The quality, safety, usability or any other aspect of the goods or services supplied by a Merchant).
11.5 Save as provided in Clause 11.3 but subject to Clause 11.6, we do not accept and hereby exclude any Liability for loss of or damage to your (or any person’s) tangible property other than that caused by our Breach of Duty.
11.6 Save as provided in Clause 11.3 but subject to Clauses 11.4.3 and 11.8, our Liability for loss of or damage to your (or another person’s) tangible property caused by us, our employees, subcontractors or agents acting within the course of their employment during the performance of this Agreement, shall not exceed AU$10. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 11.6.
11.7 Save as provided in Clauses 11.3 and 11.4.3, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.
11.8 Save as provided in Clause 11.3, we shall have no Liability for:
11.8.1 loss of revenue;
11.8.2 loss of actual or anticipated profits;
11.8.3 loss of contracts;
11.8.4 loss of the use of money;
11.8.5 loss of anticipated savings;
11.8.6 loss of business;
11.8.7 loss of opportunity;
11.8.8 loss of goodwill;
11.8.9 loss of reputation;
11.8.10 loss of, damage to or corruption of data; or
11.8.11 any indirect or consequential loss; and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, Clauses 11.8.1 to 11.8.10 apply whether such losses are direct, indirect, consequential or otherwise.
11.9 Save as provided in Clause 11.3, our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greater of: a) AU$50; or b) 110% of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising.
11.10 The limitation of Liability under Clause 11.9 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any clause of this Agreement.
11.11 In this Clause 11:
11.11.1 “Liability” means liability in or for breach of contract, Breach of Duty, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any clause of this Agreement; and
11.11.2 “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
13.1 We may place advertisements in different locations on the I’ll Pay Platforms at different points during your use of the Service. These locations and points may change from time to time. We will always clearly mark and distinguish third party advertisements for goods and services.
13.2 You are free to select or click on advertised goods and services or not as you see fit.
13.3 No personal data (for example your name, address, email address or telephone number) will be used if you click on any advertising links on the Website on promotional emails. However, on our behalf, a third-party advertiser or affiliate may place or recognise a unique “cookie” on your browser.
14. Links to and from other websites
14.1 Where the I’ll Pay Platforms contain links to third party sites and to resources provided by third parties (together “Other Sites”), those Other Sites are merely linked to provide information only and are solely for your convenience. We have no control over and do not accept and we assume no responsibility for Other Sites or for the content or products or services of Other Sites (including, without limitation, relating to social networking sites such as Facebook) and we accept no responsibility for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the I’ll Pay Platforms, you do so entirely at your own risk.
14.2 The I’ll Pay Platforms may make available access to Microsites and if it does, it may do so within or otherwise through external hyperlinks.
15. Intellectual property rights
15.1 All intellectual property rights (including the various rights conferred by statute, common law and equity in and in relation to copyright, patents, trade marks, service marks, trade names and/or designs (including the “look and feel” and other visual or non-literal elements)) (whether registered or unregistered) in (a) the I’ll Pay Platforms and Service, (b) (subject to Clause 15.4) information content on the I’ll Pay Websites or accessed as part of the Service, (c) any database operated by us and (d) all the I’ll Pay Platforms design, text and graphics, software, photos, videos, music, sounds, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) are owned by us or licensed to us. You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights are reserved.
15.2 None of the material listed in Clause 15.1 may be reproduced or redistributed or copied, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, sold, rented or sub-licensed, used to create derivative works, or in any way exploited without our prior express written permission. You may, however, retrieve and display the content of the I’ll Pay Platforms on a computer screen (including any tablet or smartphone device), store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the I’ll Pay Platforms or accessed as part of the Service without our permission.
15.3 All rights (including goodwill and, where relevant, trade marks) in the I’ll Pay name are owned by us or licensed to us. Other product and company names mentioned on the I’ll Pay Platforms are the trade marks or registered trade marks of third parties.
15.4 Title, ownership rights and intellectual property rights in and to the content accessed using the Service is the property of the applicable content owner or Merchant and may be protected by applicable copyright or other law. Subject to the limited rights described in Clause 15.2, this Agreement gives you no rights to such content.
15.5 The authors of the literary and artistic works in the pages in the I’ll Pay Platforms have asserted their moral rights to be identified as the author of those works.
15.6 Any material you transmit, post or submit to us either through the I’ll Pay Platforms or otherwise (“Material”) shall be considered (and we may treat it as) non-confidential (subject to our obligations under data protection legislation). You grant us a royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, modify, adapt, translate, publish and distribute world-wide any Material (other than Ideas).
15.7 All comments, suggestions, ideas, notes, drawings or concepts in which intellectual property rights subsist: (i) disclosed or offered to us by you; or (ii) in response to solicitations by us regarding the Service or the I’ll Pay Platforms; (in each foregoing case, these are called “Ideas”) shall be deemed to be and shall remain our property and you hereby assign all existing present and future intellectual property rights in Ideas, to us. You must do all things reasonably requested by us to assure further the assignment of such rights. You understand and acknowledge that we have both internal resources and other external resources, which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.
16.1 Interpretation: In this Agreement:
16.1.1 words denoting persons includes natural persons, partnerships, limited liability partnerships, bodies corporate and unincorporated associations of persons;
16.1.2 clause headings such as (“16. GENERAL” at the start of this Clause) and clause titles (such as “Interpretation:” at the start of this Clause 16.1) are purely for ease of reference and do not form part of or affect the interpretation of this Agreement; and
16.1.3 references to “include” and “including” shall be deemed to mean respectively “include(s) without limitation” and “including without limitation”.
16.2 No partnership/agency: Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
16.3 No other terms: Except as expressly stated in this Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
16.4 Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under this Agreement. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under this Agreement to any person.
16.5 Force majeure: We shall not be liable for any breach of our obligations under this Agreement where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).
16.7 No waiver: No waiver by us of any default of yours under this Agreement shall operate or be construed as a waiver by us of any future defaults, whether or a like or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under this Agreement.
16.8 Notices: Unless otherwise stated within this Agreement, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.
16.9 Third party rights: All provisions of this Agreement apply equally to and are for the benefit of I’ll Pay, its subsidiaries, any holding companies of I’ll Pay, its (or their) affiliates and its (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties).
16.10 Survival: In any event, the provisions of Clauses 1, 2, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 7.1, 10, 11, 15 and 16 of this Agreement, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the Agreement. In the event you use the I’ll Pay Platforms or Service again, then the provisions of the terms and conditions that then apply will govern your re-use of the I’ll Pay Platforms or Service.
16.11 Severability: If any provision of this Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this agreement shall not be affected.
16.12 Governing law: This Agreement (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with the law of New South Wales and both parties hereby submit to the exclusive jurisdiction of the courts of New South Wales.
17.1 The I’ll Pay Platforms and the Service is owned and operated by I’ll Pay Holdings Pty Ltd a company registered in Australia whose registered office is in Sydney, NSW 2000.