Terms of Service

1.1 Introduction
Welcome to the growpay.co website (“Site”). The following Terms of Service (the “Terms”) govern your access to and use of the Site. All use of the Growpay marketplace is subject to the Terms of Service.
By using the Growpay, you acknowledge that you have read, understood and agree to comply with the Terms. If you do not agree with anything contained in the Terms, please do not submit information to, access information from or otherwise utilize our marketplace.
In the Terms, users of Growpay are sometimes referred to in the Terms as “you” or “your”. The applicable operator of the platform is Growpay Technologies Pty Ltd, trading as growpay.co, Growpay, with a registered office in Melbourne, Australia.

1.2 Modification to the Terms of Service
We, and our affiliated entities, reserve the right to make changes to the Terms at any time. It is your responsibility to review the Terms from time to time to see if modifications have been made. Your continued use of our platform or marketplace after any modification of the Terms will mean that you accept those changes. Notwithstanding the above, we will seek to notify you of future modifications to the Terms to the extent that we are required to do so by law.

1.3 Electronic Communication
We, or our affiliated entities, may be required to provide certain legal and regulatory disclosures, confirmations, notices and other communications (collectively “Communications”) to you in written form. By agreeing to these Terms, you consent to Growpay and the affiliated entities delivering such Communications to you in electronic form, including e-mail. Consent for electronic delivery applies to every year the Communications are furnished. If you no longer have access to your Growpay Account to receive the Communications in electronic format, then you may request the Communication in written form.
You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement such Communications would satisfy if they were provided in writing. With respect to these Terms, you waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent such waiver is not prohibited under applicable law.

1.4 Privacy Policy
Your privacy is very important to us. We encourage you to read the Growpay's Privacy Policy (located at https://www.growpay.co/privacy-policy) (the “Privacy Policy”), which explains how we treat your personal information and protect your privacy when you are using our platform. By using Growpay, you agree that Growpay, and our affiliated entities, may use your personal or company information as set forth in the Privacy Policy. Growpay's Privacy Policy is incorporated in the Terms by reference in its entirety.

1.5 Registration
Basic access to the Growpay's marketplace is publicly accessible. However, to use certain features of the platform e.g. to connect, upvote or follow, you must:

• be at least eighteen (18) years of age;
• have not previously been suspended or removed from our platform or by law;
• complete the registration process, including verifying your identity, company identity if required to access particular Services; and
• comply with these Terms and any relevant laws.

Once registered, a Growpay account will be created for you to access our marketplace. You can only have one user account and attempts to create or maintain duplicate accounts may result in banning or other actions.
You agree that the registration information you provide is accurate, complete and current. You further agree to promptly update that information to keep it accurate, complete and current. You understand that a change in your company's status may impact your eligibility to access and use the platform and agree to notify us in advance of any change in your State or Country of residence.

1.6 Online Platform Services
The terms and conditions for each of the Services available through the platform below are incorporated by reference in their entirety.
When you use the Growpay's marketplace to discover and connect the wide range of products, providers and services available, your use of our service is governed by our Terms of Service

1.7 Identify Verification
We, and our affiliated entities, are required to identify merchants on our platform who wish to obtain a better payment solution or deal that closely aligns to their goals. We, and our affiliated entities, collect and verify your personal and company information. We may also obtain personal and company information from third parties in order to verify your identity or to prevent fraud. Personal information collected from any source may include, among other things, your name, email address. You certify that the information provided is correct. You authorise us, or a third party service provider that we designate, to take any measures that we consider necessary to confirm the personal or company information you provide, verify and authenticate your personal or company information, and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in registering your Growpay Account, and that you may not be authorised to access or use your Growpay or any of the Services until your registration has been successfully completed.

1.8 Account Security and Password
Growpay, and its affiliated entities, excludes all liability, and you acknowledge and agree that we will not be liable, for or in connection with any harm or damages to you or to any party resulting from the theft or unauthorised use of your Growpay, including your user ID or password.
Data transmitted via our marketplace may use a Secure Sockets Layer (SSL) protocol, and data may be encrypted on some pages of the online platform. To the extent such technology is utilised on a given page, you may be unable to use certain account or customisation features of the platform unless your web browser software supports such encryption. Please note that no technology can be considered completely secure or impenetrable and internet protocols and other public and/or proprietary technology used or accessed by the platform may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. Subject to applicable law, Growpay, and its affiliated entities, will have no liability to you for any such exploitation or criminal conduct by third parties.
As part of our Anti-Money Laundering Program (“AML Program”), we will monitor your Account and your use of the platform, and review your personal or company information on an ongoing basis, as may be required by law or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional personal or company information as a condition to your continued access to and use of your account and platform. During such time, your access to and use of your account and the platform may be temporarily restricted.

1.9 Potentially Fraudulent Activity
Any actual or suspected unauthorised access or unauthorised activity will be treated by us as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us immediately if you become aware of or suspect any Potentially Fraudulent Activity by contacting us directly by clicking the Live Chat button on the bottom right corner of your screen or emailing us at [email protected]
For avoidance of doubt, you are deemed to be aware of Potentially Fraudulent Activity upon receipt of any notice of the occurrence of such activity. Upon receipt of written notice from you of any Potentially Fraudulent Activity, we will take reasonable steps to protect your account, including, for example, by temporarily restricting access to your Growpay, suspending any pending transactions, or requiring you to change your login credentials.
You agree to promptly report any Potentially Fraudulent Activity to legal authorities if required by applicable law, and to provide us a copy of any report prepared by such legal authorities. In the event of a legal investigation of any Potentially Fraudulent Activity, you further agree to (i) cooperate fully with the legal authorities and Growpay, or its affiliated entities, in such investigation; (ii) complete any required statutory declarations promptly, accurately and thoroughly; and (iii) allow Growpay, or its affiliated entities, or any third party designated by us, access to your mobile device, computer, and network as may be relevant to such investigation. Failure to cooperate in any such investigation may cause delays in regaining access to your Growpay account.

1.10 Acceptable Use of Growpay's marketplace
You agree that any information that you provide (about your identity, company information or company finances) is accurate, correct, and up to date. You agree that you are 18 years of age or older; able to form a binding contract with us; and are acting on your own behalf (and have not been banned, terminated, or otherwise denied access to Growpay by law).
Accessing the information, resources, services, products and tools of this platform by any other means than we provide is strictly prohibited. You specifically agree not to access or tamper with the platform, for any purpose, through any automated, unethical or unconventional means, including accessing or collecting personally identifiable information or account information (including user names, passwords, e-mail addresses or other personal, financial or contact information) with respect to Growpay, or the affiliated entities' users or employees.
You may not violate, interfere with, impair or circumvent the ordinary operation, security, privacy or mission of the platform or Growpay's products, services or data, including overburdening, spamming, engaging in a denial of service attack or similar activities (or attempt to do any of the above).
You are solely responsible for all activity that occurs on or under your account (whether or not expressly authorised by you), and for maintaining the confidentiality of your login details. Growpay will have no liability to you or any other person for acts or omissions made or committed by your agent, representative or third-party service provider in respect of your account.
You will not transmit to Growpay, or any of its affiliated entities, or make available on or upload any information to the platform that: (i) is commercial or promotional in nature; (ii) is unlawful, harmful, deceptive, or otherwise violates the legal rights or privacy of others; (iii) is capable of giving rise to legal action whether against you or Growpay or any affiliate third party; (iv) infringes any patent, trademark, trade secret, copyright, or other property rights of any party; (v) impersonates any person or entity (including Growpay or its employees and representatives); or (iv) contains viruses, malware or any program, code or technology designed to disrupt, intercept, impair or destroy the functionality of the platform or its software, data or network.
Growpay reserves the right to edit, restrict or remove any content you provide for any reason at any time. In addition, Growpay does not control any information provided by other users that may be made available on or through the platform. Notwithstanding Growpay's rights under the Terms, Growpay does not undertake, and will not be obligated, to monitor the submission of any content to, or the publication of any content on, the platform at any time. Growpay reserves the right to refuse service, terminate relationships, and cancel requests or transactions in its discretion.
By submitting information, feedback or other material to Growpay, or any of its affiliated entities, including on or through our marketplace or your Growpay Account, you: (i) acknowledge that such information is non-confidential, except for any personal or company financial information; (ii) grant Growpay, and its affiliated entities, a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicenseable, fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell or offer for sale, rent or lease such information or materials in any form or medium known or later developed; and (iii) agree that you will have no claim against for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any content you provide.

1.11 Fees
Fees and charges are published on the platform. We may change our fees and charges from time to time. We may notify you of any changes to our Fees and Charges by publishing changes on the Growpay website. You should review the current fees and charges prior to accessing or using any of the Services.

1.12 Regulatory
Growpay provides factual information, general advice and services on payments products for your businesses only.

1.13 Intellectual Property
All rights, title, and interest in and to the platform and the Content (defined below) and any all intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of Growpay, the affiliated entities or its licensors, as applicable. The “Content” includes all contents of the marketplace, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all information and requirements, products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the platforms likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on our marketplace.
Subject to the terms and conditions of the Terms, we grant you a limited, non-transferable, non-sublicenseable, non-exclusive, revocable license to use our platform or marketplace and the Content for personal use until such time as the Terms terminate or expire or your right to use or access the Online Platform is terminated in accordance with the Terms.
Any violation of the provisions of the Terms regarding Growpay's Intellectual Property may subject you to compensatory and punitive damages, and shall specifically also entitle Growpay to equitable relief (including an injunction), in addition to (and not in substitution or replacement for) any other available remedies at law or in equity, without the need for the posting of a bond or any other requirement.

1.14 Third-Party Websites and Content
The Online Platform may contain links or connections to third party websites. Any such link or connection is provided only as a convenience and should be used at your own risk. Growpay has no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Growpay or create any liability on the part of Growpay in respect of such link or connection. Your use of any such third-party websites is governed by the privacy policies of those sites, which we encourage you to review before using such sites.
Growpay will have no responsibility for any liabilities arising from or related to the contents of any third-party website or the use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.

1.15 Product information
You may be able to access information about our or our partner's products and services via our marketplace. You acknowledge that it is your responsibility to assess the appropriateness of any product or service in light of your personal objectives, financial situations or company's motives, needs, and, if necessary, seek appropriate professional advice. The provision of product information is not and should not be seen as the provision of personal financial advice.

1.16 Termination
You may cease using the platform at any time. If you are not in full compliance with all of these Terms, the permissions granted to you under these Terms will automatically terminate, and in such circumstance, you will no longer use or access, or be entitled to use or access Growpay.
Growpay may terminate your right to use of our marketplace, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Growpay may exercise this right to terminate your right to use of our marketplace include, but are not limited to:

• you have breached any provision of the Terms;
• you have engaged in conduct which Growpay, in its sole discretion, considers to be unacceptable;
• Growpay is required by law to do so; or
• Growpay no longer provides the platform.

The above are only examples of circumstances in which Growpay may terminate your right to use the platform and Growpay may terminate your right to use the marketplace for any other reason in its sole discretion. We will not be liable to you due to or by reason of our termination of your right to use our marketplace or the automatic termination of your right to use the platform for non-compliance set forth above.

1.17 Limitation of Liability
All express or implied guarantees, warranties, representations, statements, terms and conditions which are not expressly set out in these Terms are excluded. Nothing in these terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any law or legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, term, condition or warranty is implied or imposed in relation to these terms under the Australian Consumer Law or any other applicable legislation (a “Non-Excludable Provision”) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option: (i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or( (ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. In any event, our maximum aggregate liability for all claims arising under or relating to these Terms whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis is limited to the amount paid, if any, by you to access or use the Online Platform. To the maximum extent permitted by law, we are not liable for any indirect or consequential loss, or loss of business, goodwill, reputation or for business interruption.

1.18 General
The Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and us with respect to the subject matter hereof and supersedes all other prior or contemporaneous negotiations, discussions, agreements, understandings, representations and warranties, both written and oral, between you and us with respect to such subject matter. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Growpay as a result of the Terms or any use of the platform. The failure of Growpay to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any part of these Terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect. The section titles in the Terms are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Growpay, nor trade practice, shall act to modify any provision of the Terms. For purposes of the Terms, the terms include, includes, including, such as and for example, shall be construed as if each term were followed by the words, without limitation. Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular.

1.19 Contact Information
If there are any questions regarding our Terms of Service, you may contact us via email at [email protected].
Terms Last Modified: 12 May 2023