Macquarie Invoice Express

Transcription

1 Macquarie Invoice Express 1

2 Thank you for choosing Macquarie Invoice Express, we look forward to working with you. 2 Macquarie Invoice Express

3 1. Introduction (a) These apply to the provision by Macquarie to the Client of a service which enables Macquarie to convert Invoices into data that can be reviewed and approved by the Client in the Macquarie Invoice Express Portal and subsequently uploaded to the Client s Software (referred to herein as the Macquarie Invoice Express service). (b) Upon its first use of the Macquarie Invoice Express service, the Client is deemed to have accepted these and to have appointed Macquarie as its provider of the Macquarie Invoice Express service as described in these. 2. Definitions In these, the following words have the following meanings: ABN means Australian Business Number. Agency Agreement means an instrument of appointment signed by the Client and Principal enabling the Client to act on behalf of the Principal. Business Day means any day being a day Monday through to Friday in Australia excluding national public holidays. Business Hours means between the hours of 8.30am to 6.00pm (Australian Eastern Standard Time) on a Business Day. Client means the client of Macquarie, and the user of the Macquarie Invoice Express service. Client Software means any proprietary software or software licensed from a third party and used by the Client which Macquarie confirms is compatible with the Macquarie Invoice Express service. Direct Debit Request means the direct debit request form given to the Client by Macquarie upon application to use the Macquarie Invoice Express service which authorises Macquarie to debit Fees and Charges and any amounts payable by the Client from the Nominated Account(s). Fees and Charges means the fees and charges payable by the Client for use of the Macquarie Invoice Express service. GST means goods and services tax payable on a taxable supply within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Invoice means any invoice received by the Client on behalf of the Principal for payment e.g. including without any limitation, invoices from utility and trade providers. Macquarie means Macquarie Business Solutions Pty Limited ABN Macquarie Bank means Macquarie Bank Limited ABN

4 Macquarie Invoice Express Portal means the online portal accessed by the Client for the purposes of reviewing and approving Invoices and managing administrative functions in connection with their use of the Macquarie Invoice Express service. Nominated Account means a bank account which the Client holds with an authorised deposit taking institution. Personnel in relation to a party, means an officer, employee, agent, contractor or subcontractor of that party. Personal Information means information that identifies an individual or entity, including but not limited to, any personal identifiers such as name, address, date of birth, sex, bank account details, employment details and any other information that may potentially identify an individual or entity. Prescribed Format means an Invoice in the form of a conventional paper based document, an electronic document attached to electronic mail or Invoice data transmitted through a direct data feed e.g. portable document format (PDF), Microsoft Word document, Microsoft Excel document, joint photographic experts group format (JPEG or JPG), graphical interchange format (GIF), portable network graphics (PNG), tagged image file format (TIFF), bitmap file (BMP) and direct data feed (electronic data integration). Principal means the person or entity that has appointed the Client under an Agency Agreement to manage its affairs. Property means real property, including but not limited to, residential, commercial, strata and common property. Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth). Relevant Law means all laws, regulations and legislative instruments applying to a party s obligations under these. Supplier means any person or entity that has provided the Client with an Invoice on behalf of the Principal. Third Party means any person or entity that is introduced to Macquarie by the Client (other than its Personnel) and requires access to the Macquarie Invoice Express Portal. 3. Relationship of Parties (a) The Client acknowledges that nothing in these intends to, nor will, create: (i) a joint venture or partnership between Macquarie and the Client; or (ii) any other contractual or binding relationship between Macquarie and the Client, except as otherwise provided by these. 4 Macquarie Invoice Express

5 4. Principal s consent (a) The Client represents and warrants that each Principal has validly appointed and authorised the Client under an Agency Agreement to manage its Invoices, including but not limited to, the processing and payment of Invoices through third party service providers. To this extent, the Client also represents and warrants to Macquarie it has all consents and approvals necessary to disclose the Invoice, all information contained in it and any other Personal Information (of any person) supplied as part of the Invoice documentation, to Macquarie and/or its third party service providers involved in the provision of the Macquarie Invoice Express service, including to any third party service providers located outside Australia. (b) The Client acknowledges that Macquarie is placing substantial reliance on the Client representations in clause 4(a) and clause 21(b). The Client will indemnify, defend and hold harmless Macquarie, its Related Bodies Corporate and Macquarie s third party service providers (and its and their relevant staff, affiliates, agents and outsourced service providers or partners and their respective contractors) in respect of any claims, actions, losses, damages or expenses howsoever arising and by whomsoever caused, made against or incurred by those persons in connection with: (i) any breach by the Client of any of its representations or warranties in clause 4(a) and/or clause 21(b); and (ii) without limiting paragraph (i), any act or omission on the part of the Client to validly act on behalf of the Principal in accordance with clause 4(a). 5. Macquarie Invoice Express service (a) Subject to clause 8(b), during Business Hours Macquarie will process Invoices sent to it into an electronic format and make it available in the Macquarie Invoice Express Portal within three (3) Business Days from the date in which the Invoice was received by Macquarie. (b) The Client acknowledges that Invoices sent to Macquarie must be in the Prescribed Format which can be processed by the Macquarie Invoice Express service. Invoices which are not in the Prescribed Format will not be processed, and, the Client will still incur the relevant Fees and Charges if an Invoice in a non Prescribed Format is submitted and cannot be processed by the Macquarie Invoice Express service. (c) Following successful processing of an Invoice in accordance with clause 5(a), Macquarie will provide the Client with a notification confirming the Invoice data is ready to be reviewed in the Macquarie Invoice Express Portal. 5

6 6. Client Obligations General Obligations (a) The Client must: (i) comply with all Relevant Laws to the extent that it relates to its obligations under these ; (ii) ensure that it and its Personnel comply with all Relevant Laws and the provisions of these ; (iii) maintain all licences, permits and other regulatory consents required or necessary to perform its obligations under these ; (iv) not engage in misleading, fraudulent, deceptive or unconscionable conduct in relation to its obligations under these ; (v) act honestly and with due skill and care in relation to its obligations under these ; and (vi) not damage the reputation, goodwill or brand names of Macquarie and its Related Bodies Corporate. System Obligations (b) The Client must: (i) ensure that its Client Software has been successfully installed prior to commencing use of the Macquarie Invoice Express service. Where a new version of the Client Software has been released and Macquarie recommends that the Client upgrade its Client Software for the continued use of the Macquarie Invoice Express service, the Client must ensure that it promptly updates its Client Software as and when the new versions are released by the Client Software provider; (ii) ensure that all Invoices sent to Macquarie are scanned to ensure they are virus free and not malicious or corrupted. A virus infected, malicious or corrupt Invoice will not be processed by the Macquarie Invoice Express service; (iii) ensure that all Property information relating to its Principals stored in its Client Software are updated regularly for accuracy to enable Invoices to be effectively processed by the Macquarie Invoice Express service; (iv) ensure that Supplier information stored in its Client Software are maintained and updated regularly for accuracy to enable the information to be used effectively by the Macquarie Invoice Express service; 6 (v) ensure that its passwords and security credentials relating to the Macquarie Invoice Express service are kept confidential and in a secure place. To the extent permitted by law, Macquarie will not be liable for any unauthorised access to and / or any loss arising from the unauthorised use of the Macquarie Invoice Express service; and Macquarie Invoice Express

7 (vi) ensure that any Third Party that is provided access to the Macquarie Invoice Express Portal is aware of these. The Client further acknowledges that where it requests Third Party access to the Macquarie Invoice Express Portal, such access will be facilitated by Macquarie via an encrypted link that provides a connection to a secure and limited version of the Macquarie Invoice Express Portal. Client Obligations (c) The Client must: (i) verify that all information and particulars of an Invoice are correct prior to approving the Invoice within the Macquarie Invoice Express Portal; (ii) ensure that Suppliers are instructed to include the mandatory particulars in their Invoices including the Supplier ABN, Invoice date and Invoice amount; (iii) continue to (notwithstanding the provision of the Macquarie Invoice Express service) make all the necessary attendances to each Invoice before its due date. Macquarie is not liable in any way to the Client or any Principal for nonpayment or late payment of an Invoice; (iv) ensure that it retains the original version of each Invoice and all correspondence relating to Invoices, including but not limited to, any electronic mail to which an Invoice is attached. Macquarie may not be able to retrieve a processed Invoice if the original Invoice and its related instructions are lost, misplaced by or unavailable to the Client. If Macquarie is able to retrieve an Invoice, a reasonable fee will be charged to the Client for the retrieval; (v) ensure that each electronic Invoice file sent to Macquarie for processing using the Macquarie Invoice Express service incorporates only one Invoice per electronic file. Multiple Invoices merged into one electronic Invoice file cannot be processed; and (vi) ensure that all instructions sent to Macquarie relating to the Macquarie Invoice Express service are proper and made in accordance with these Terms and Conditions. The Client acknowledges that all documents processed by the Macquarie Invoice Express service will incur the relevant Fees and Charges, including but not limited to, any non-invoice documents, Invoices in non Prescribed Format and duplicates. 7. Fees and Charges (a) The Client must pay to Macquarie Fees and Charges for the use of the Macquarie Invoice Express service in accordance with Schedule A of these Terms and Conditions. Macquarie will issue the Client with a tax invoice on the first Business Day of each calendar month, detailing the Client s usage of the Macquarie Invoice Express service for the specified period. 7

8 (b) The Client must provide Macquarie with a completed Direct Debit Request to facilitate the Client s payment of the Fees and Charges in accordance with clause 7(a). Client use of the Macquarie Invoice Express service will not be enabled until the Direct Debit Request has been completed and sent to the satisfaction of Macquarie. (c) The Client must pay on demand to Macquarie any Fees and Charges that remain unpaid as a result of insufficient funds in the Nominated Account(s) or due to any other factor that results in the non payment of the Fees and Charges to Macquarie. If the Client fails to pay any outstanding Fees and Charges within ten (10) Business Days from the date of Macquarie s tax invoice, the Client acknowledges that Macquarie may set-off the outstanding Fees and Charges against any other account or facility held with Macquarie Bank. (d) The Client indemnifies Macquarie in respect of any dishonoured Fees and Charges and any government duties, taxes and charges in connection with the Fees and Charges attributable to its use of the Macquarie Invoice Express service. (e) Without limiting clause 7(d), Macquarie may, in addition to any other Fees and Charges or amounts payable to it under these, charge the Client an amount equal to the amount of GST payable by Macquarie in respect of any transaction under these. (f) Macquarie may vary or introduce any Fees or Charges if it provides the Client with notice in accordance with clause 16 of these no later than thirty (30) Business Days prior to the day that the new Fees or Charges are intended to take effect. (g) Notwithstanding any contrary clause in these, the Client agrees that Macquarie can give notice of a variation or introduction of new Fees or Charges in writing, electronically, or in any other way permitted by law. 8. Liability & Indemnity (a) The Client will indemnify, defend and hold harmless Macquarie, its Related Bodies Corporate and Macquarie s third party service providers (and its and their relevant staff, affiliates, agents and outsourced service providers or partners and their respective contractors) in respect of any claims, actions, losses, damages or expenses howsoever arising and by whomsoever caused, made against or reasonably incurred by those persons in connection with: (i) any instructions the Client or a Third Party provides to Macquarie relating to their use of the Macquarie Invoice Express service; and (ii) the Client and any Third Party use of the Macquarie Invoice Express service, except where any such claims, actions, losses, damages or expenses are directly caused by the negligent acts or omissions of Macquarie. 8 Macquarie Invoice Express

9 (b) Where Macquarie is unable to perform any of its obligations under these Terms and Conditions for any reason beyond its control (including force majeure under clause 13), Macquarie will advise the Client in writing of such inability within a reasonable time, and Macquarie will be relieved of that obligation accordingly. (c) To the extent permissible by law, the Client acknowledges and agrees that Macquarie s aggregate liability for any delay, operational failure or unavailability of the Macquarie Invoice Express service, including: (i) any non-performance of Macquarie s obligations under these Terms and Conditions; or (ii) any inaccuracy or omission in the data provided to the Client pursuant to the Macquarie Invoice Express service, will be limited to the resupply of the Macquarie Invoice Express service to the Client. (d) Without limiting any other limitations or exclusions of liability under these Terms and Conditions, Macquarie s maximum aggregate liability under these Terms and Conditions or their subject matter is limited to the total Fees and Charges paid by the Client to Macquarie under these in the six (6) months immediately following the Client s first use of the Macquarie Invoice Express service. (e) Subject to Macquarie s obligations under the implied conditions, guarantees, representations and warranties referred to in clause 10 and to the maximum extent permitted by applicable law, Macquarie is not liable for, and no measure of damages will, under any circumstances, include: (i) special, indirect, consequential, incidental or punitive damages; or (ii) damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data. (f) Each limitation and exclusion of liability in these applies regardless of the basis on which such liability arises, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage. 9. Advertising (a) Neither Macquarie nor the Client will use the name or logo of the other in any advertising material without the prior written consent of the other. (b) Subject to clause 9(a) each party shall be permitted, subject to such conditions as the other may reasonably impose, to include accurate factual references to the existence of the Macquarie Invoice Express service in its advertising material and other promotional publications. 9

10 10. Warranties (a) To the extent permitted by applicable law, Macquarie expressly disclaims all conditions, guarantees, representations and warranties express or implied to the Client with respect to any aspect of the Macquarie Invoice Express service. (b) Macquarie s liability for the breach of any implied condition, guarantee, representation or warranty which cannot be excluded shall (if any legislation so permits) be limited to the maximum extent such condition, guarantee, representation or warranty can be limited under applicable law. 11. Confidentiality (a) Macquarie and the Client will treat as confidential and may not disclose any information which comes into their possession pursuant to or as a result of the provision of the Macquarie Invoice Express service. Such confidential information includes, but is not limited to, the specifications of the Macquarie Invoice Express service and any Client negotiated Fees and Charges. (b) Notwithstanding the terms of clause 11(a): (i) such information may be disclosed if required by any law or order of any court, tribunal or regulatory body; (ii) Macquarie may disclose such information to any Related Body Corporate of Macquarie or Macquarie s third party service providers (and any of its and their relevant staff, affiliates, agents and outsourced service providers or partners and their respective contractors) who have a need to know such information in connection with provision of the Macquarie Invoice Express service or these ; and (iii) either party may disclose any information which is not by its nature confidential or treated or designated as confidential by the disclosing party or in the public domain other than due to a breach of any obligation of confidence. 12. Ownership of Intellectual Property and Deliverables Macquarie retains ownership of title to and all intellectual property rights in the Macquarie Invoice Express service (as that service is contemplated by these Terms and Conditions) and all intellectual property rights arising out of the performance of these, including any associated deliverables. 10 Macquarie Invoice Express

11 13. Force Majeure Neither party will be liable to the other, nor be in default under these Terms and Conditions, for failure to observe or perform any provision of these Terms and Conditions for any reason or cause which could not with reasonable diligence be controlled or prevented by the party in question, provided that the party relying on this clause shall forthwith give to the other notice of its inability to observe or perform the provisions of these and the reasons therefore. 14. Termination (a) Both parties may terminate the provision or use of the Macquarie Invoice Express service (as the case may be) without cause, reason or explanation, by giving the other party written notice specifying a date for the termination, being not less than sixty (60) Business Days after the date of such notice. (b) The notice of termination under clause 14(a) will not relieve either party of their duty to fulfil their obligations under these in respect of any Invoices sent for processing by the Macquarie Invoice Express service, occurring prior to and up to the advised termination date. 15. Suspension (a) For the protection of the Client and Macquarie, Macquarie may suspend the Client s use of the Macquarie Invoice Express service without prior notice if: (i) the Client is in breach of any of its obligations under these Terms and Conditions; or (ii) the Client or anyone acting on the Client s behalf is suspected of being fraudulent; or (iii) to otherwise protect Macquarie s interests. 11

12 16. Notices (a) Notices and other communications must be signed by the party giving, serving or making the notice or on its behalf by any attorney, director, secretary, other duly authorised officer or solicitor of such party; (b) Notices and other communications will be deemed to be given, served or made: (i) (in the case of delivery by hand) on delivery; (ii) (in the case of prepaid post) on the second business day after the date of posting; (iii) (in the case of facsimile) on receipt of a transmission report confirming successful transmission; and (iv) (in the case of ) on the date the (including any attachment to it) is received by the addressee or a person acting on the addressee s behalf. 17. Severance All provisions of these are severable. No provision will be affected by the invalidity of any other provision except to the extent that such invalidity also renders such other provision invalid. In the event of the invalidity of any provision, these will be interpreted and enforced as if such invalid provision were not contained in these. 18. Variation (a) Macquarie may vary these at its reasonable discretion at any time. If any law regulates that change, Macquarie will only make the change to the extent permitted by, and subject to, the requirements of that law. (b) The Client agrees that Macquarie can give notice of variations to these Terms and Conditions, any material change to, or any significant event that affects any of the matters specified in these in writing, electronically, or in any other way permitted by law. 19. Whole Agreement The parties acknowledge that these contain the whole of the agreement between the parties with respect to use of the Macquarie Invoice Express service, and any representations or warranties made by either party prior to the Client s acceptance of these will have no force or effect. 12 Macquarie Invoice Express

13 20. Governing Law These are governed by and must be construed by the laws of New South Wales. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia in respect of all matters or things arising out of these. 21. Privacy (a) Macquarie acknowledges its obligations under the Privacy Act 1988 in relation to any Personal Information provided by the Client to Macquarie with respect to the Macquarie Invoice Express service. (b) The Client warrants that each individual whose Personal Information is disclosed to Macquarie by or on behalf of the Client in connection with the Macquarie Invoice Express service has consented to the disclosure of that information to Macquarie, its Related Bodies Corporate and Macquarie s third party service providers (and its and their relevant staff, affiliates, agents and outsourced service providers or partners and their respective contractors) involved in the provision of the Macquarie Invoice Express service. 22. Assignment The liabilities and obligations contained in these may not be assigned by the Client without the prior written consent of Macquarie. End of 13

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15 Please call or for enquiries regarding Macquarie Invoice Express. This information has been prepared by Macquarie Business Solutions Pty Limited ABN ( MBS ) for general information purposes only, without taking into account any potential user s personal objectives, financial situation or needs. Before acting on this general information, all potential user s of the Macquarie Invoice Express service must consider its appropriateness having regard to their own objectives, financial situation and needs. MBS is not an authorised deposit-taking institution for the purposes of the Banking Act (Cth) 1959, and MBS s obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN ( MBL ). MBL does not guarantee or otherwise provide assurance in respect of the obligations of MBS Macquarie Business Solutions Pty Limited ABN Macquarie Invoice Express