Online Terms of Use

Important information

Please read these terms of use (Terms of Use) carefully. It contains very important information about your rights and obligations, as well as limitations and exclusions with respect to your use of the Services. By using these services, you acknowledge and agree to be bound by these Terms of Use.

Key details

Agreed Terms

1. Parties

This agreement is between Glider Pay Pty Limited (ACN 654 579 325) of level 1, 34 Burton Street, Kirribilli NSW 2061 (Glider Pay) and you (you).

2. Term

This agreement will commence when you accept the Terms of Use and will continue for the Term (Start Date). At the end of the Term the agreement will automatically renew for successive periods equivalent to the Term (each a Further Term) unless:

1. you notify Glider Pay of your intention not to renew the agreement no less than 30 days prior to the end of the applicable Further Term; or
2. the agreement is otherwise lawfully terminated pursuant to the terms of this agreement, (the Term).

3. Platform and Services

3.1 Glider Pay will:

1. (by Individual agreement) make the Platform available to you for the Term;
2. use reasonable commercial efforts to complete the Services within any estimated time frame, however you acknowledge that timeframes specified in the Key Details are estimates only and may depend on you providing Glider Pay with information or completing required tasks in accordance with clause 7.2 or as otherwise set out in the Key Details;
3. perform the Services with due care, competence and diligence; and
4. ensure that Glider Pay:
   1. have the requisite skills, experience, qualifications and licenses to provide the Platform and Services;
   2. comply with all relevant laws connected with the delivery of the Platform and performance of the Services; and
   3. do not make or cause or permit to be made or to occur any false, misleading or deceptive representations, statements or conduct for or in relation to the Platform or Services.

4. Accounts

You are solely responsible for:

1. all activity on your account by you including any unauthorised access by third parties; and
2. maintaining the confidentiality and security of your account and notifying Glider Pay immediately of any unauthorised use.

5. Variations

5.1 Either party may propose a change to the agreement or to any of the Services (Change) by submitting a notice to the other party describing the proposed Change in enough detail to enable initial consideration of the impact of that Change (Change Notice). A Change Notice must state that it is a Change Notice under this clause.

5.2 A Change will be a Material Change if it will or is likely to have a material impact on:

1. the provision or receipt of the Services;
2. either party’s reasonable commercial expectations under the agreement; or
3. the costs or expenses incurred by either party under or in connection with the agreement

5.3 A Change that is not a Material Change will be a Minor Change and a Minor Change will take effect when agreed in writing between the authorised representatives of the parties

5.4 If the Change is a Material Change then, Glider Pay will provide a proposal to you (Change Proposal) that may set out:

1. details of the activities required to implement the proposed Change including any specifications, special conditions and any amendments to the agreement required as a result of the proposed Change;
2. revised deliverables and timeframes;
3. a statement of the estimated cost of implementing the Change and any variations to the fees; and
4. the impact, if any, of the Change on the charges and Glider Pay’s ability to achieve any service levels.

5.5 Each Change Proposal issued by Glider Pay will be valid for no more than 30 days from the date it is provided to you.

5.6 The relevant Change will take effect when you notify Glider Pay that you accept the Change Proposal and the parties will continue to perform their respective obligations under the agreement as if the Change had not been proposed.

5.7 Each party will prepare and review Change Notices and Change Proposals, at its own cost and expense.

6. Warranties

6.1 Glider Pay warrants that the Platform will perform materially as described in the Documentation and we will not materially decrease the overall functionality of the Platform during the Term.

6.2 Each party represents and warrants to the other that, to the best of its knowledge, each of the following statements is true, accurate and not misleading as at the date of this agreement and will be true and accurate on each day during the Term:

1. it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement; and
2. there are no pre-existing rights or obligations which would prevent it from complying with its obligations under this agreement

7. Your obligations

7.2 On Glider Pay’s request, you must promptly provide Glider Pay with (as reasonably requested):

1. decisions; and
2. relevant information,

to ensure Glider Pay is able to deliver the Services

7.3 You acknowledge Glider Pay is entitled to rely on the accuracy of that information without independently verifying it, whether the information is provided by you, or a third party instructed on your behalf.

7.4 You represent and warrant that all Client Content:

1. is accurate, complete and current;
2. does not infringe the Intellectual Property Rights or other rights of any person; and
3. is not unlawful, fraudulent or defamatory in itself or in respect of its intended use

7.5 Glider Pay will not be responsible for any:

1. loss, deficiency or delays in the performance of the Services caused by you, third parties engaged by you or the Customer; and
2. deficiency or delays in the performance of the Services; or
3. defects or issues with the Platform,

to the extent that it is attributable to your delay or breach of this agreement

8. Acceptable Use

8.1 You must not:

1. use the Platform for any purpose that is illegal, fraudulent, or is otherwise objectionable, offensive, unlawful, deceptive or harmful;
2. copy, modify, or create derivative works based on the content available on or through the Platform;
3. infringe the Intellectual Property Rights, privacy or confidentiality of any third party;
4. engage in any activity that may result in injury, death, property damage, and/or liability of any kind;
5. interfere or disrupt the Platform, servers or networks connected to the Platform or another person’s use of the Platform, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature;
6. distribute viruses, corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software; or
7. engage in any other conduct that inhibits any other person from using or enjoying the Platform.

9. Restraint

During the Restraint Period:

1. you will not solicit, engage or employ, either directly or indirectly, any person who is employed or contracted by Glider Pay in connection with the Services; and
2. if you employ or engage a person employed or contracted by Glider Pay, without written consent, you must pay on demand an amount equivalent to 80% of that person’s net salary in the previous calendar year (consisting of recruitment costs and other ongoing costs to the business).

10. Fees

10.1 Glider Pay will invoice you in accordance with the Invoicing Terms for the Fees including the Minimum Guarantee (if applicable).

10.2 You acknowledge and agree:

1. where the Fees due to Glider Pay in any given month are less than the Minimum Guarantee, you must pay the Minimum Guarantee for that period instead of the Services Fee; and
2. any approved variation to the Services may result in an increase in the Fees payable by you.

10.3 You must pay the Fees within 14 days of the date of the invoice

10.4 If you wish to raise a genuine dispute about an invoice, you must notify Glider Pay of the dispute before the due date and pay the undisputed portion by the due date

10.5 If you fail to pay an undisputed invoice by the due date, Glider Pay reserves the right to charge interest on overdue amounts at the rate of 10% per annum and/or suspend the Services until all overdue amounts are paid.

10.6 If you fail to pay an undisputed invoice within 2 days of an overdue notice from Glider Pay, Glider Pay may immediately terminate the agreement on notice to you.

10.7 All amounts payable under this agreement are exclusive of GST. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST.

10.8 Glider Pay are entitled to set-off against, or deduct from any payment to you under this agreement, any amount which you may be liable to pay to Glider Pay under this agreement

11. Intellectual property

11.1 The ownership of the Intellectual Property Rights in any pre-existing materials as at the Start Date (Pre-existing IP) will not be altered, transferred or assigned.

11.2 You grant to Glider Pay a non-exclusive and royalty-free licence to use and reproduce the Client Content for the purpose of performing Glider Pay’s obligations under this agreement.

11.3 You consent to Glider Pay:

1. naming you as a client and reproducing your business name and logos for marketing and publicity purposes; and
2. using the Contract Materials for internal training and Glider Pay’s marketing and publicity purposes, provided such material does not contain any commercially sensitive information or Confidential Information.

11.4 During the Term, Glider Pay grants to you a non-exclusive, non-transferable licence to use and reproduce Glider Pay’s Pre-Existing IP and the Contract Materials in order to obtain the benefit of the Services.

12. Exclusion of liability

12.1 Notwithstanding any other provision of this agreement and to the fullest extent permitted by law:

1. Glider Pay’s aggregate liability in connection with this agreement whether in contract, tort (including negligence), statute or otherwise will not exceed an amount equal to the fees paid by you to Glider Pay in the last 6 months;
2. neither party is liable, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise for any Consequential Loss, indirect, incidental, punitive or special Losses of any kind (including loss of profit, loss of opportunities or business interruption); and
3. Glider Pay is not responsible for any failure, deficiency and/or delay in the provision of the Services to the extent attributable to any External Services including Amazon Web Services.

12.2 Subject to any express warranties in this agreement but otherwise to the fullest extent permitted by law, the Services and all content delivered to you through the Platform are (except as expressly stated by Glider Pay) provided “as is” and “as available” for your use without warranties of any kind, either express or implied, Glider Pay expressly exclude all warranties, conditions and representations in whatever form, relating to the Services, including any warranties or representations relating to performance, quality or fitness for use

12.3 Where a mandatory term or consumer guarantee is implied by law, Glider Pay’s liability for breach of such term or consumer guarantee is limited, at Glider Pay’s option, to the supplying of the services again or the cost of having the services supplied again.

13. Indemnity

13.1 You indemnify Glider Pay against any loss or expense arising out of or in connection with:

1. representations, assertions or claims made by Glider Pay regarding your products or services, or the products or services of a competitor if the assertions are based on Client Content;
2. any claim by a third party that Glider Pay’s use of the Client Content infringes the Intellectual Property Rights of any third party; or
3. (c) any act or thing done on your instructions.

14. Updates and back-ups

14.1 Glider Pay will provide, configure, install and maintain any and all updates, upgrades, enhancements, releases, corrections, bug fixes, patches and modifications to the Platform as it deems necessary (Updates).

14.2 Glider Pay may suspend access to, or functionality on, the Platform from time to time to implement such Updates. Glider Pay will use reasonable efforts to notify you of any Update that may interrupt the Platform.

14.3 You must accept all Updates necessary for the proper function and security of the Platform if and when such Updates are released by Glider Pay.

14.4 Whilst Glider Pay reserves the right to undertake back-ups of the Platform, they are not obligated to do so and you are solely responsible for backing up your content.

15. Privacy and data

15.1 You must comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws in connection with the collection, use, handling, disclosure, quality, security of and access to personal information that you use or disclose.

15.2 Your data and the data of your customers (which includes bank account numbers and BSB numbers) (Customer Data) is transmitted to and stored by third-party payment gateway services providers (Payment Gateways) and payment processors (Payment Processors) to enable processing of the relevant payment.

15.3 Where Glider Pay uses your customers’ online financial transactions data, this will only be used to provide the Services.

15.4 You acknowledge and agree:

1. Glider Pay may collect aggregated information about how you use the Platform and Services;
2. Glider Pay may collect and store Customer Data, including to identify trends and insights around payments behaviour; and
3. Glider Pay may automatically store in log files, including IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data to analyse trends, to administer the Platform, to generally improve the Platform and for marketing.

16. External Services and third party products

16.1 Glider Pay enable access to third-party products, applications and services through the Services including access to Payment Gateways and Payment Processors (External Services).

16.2 In order to acquire External Services via the Platform (Engagement), you may be required to enter into an agreement with the applicable External Service provider (each, an External Services Agreement). Glider Pay may not be able to supply you with the Services if you fail to enter the applicable External Services Agreement.

16.3 Each Engagement may involve the transfer of Customer Data to the External Service. By you electing to proceed with any Engagement you consent to the transfer of your Customer Data.

16.4 If you use External Services, you agree:

1. you must comply with the terms of the External Services Agreement;
2. Glider Pay’s mention of External Services in any materials, documentation or advertising provided to you is for informational purposes only and constitutes neither an endorsement nor a recommendation. All External Services are supplied by the respective vendor and Glider Pay has no responsibility with regard to the selection, performance, or use of these vendors or their products;
3. Glider Pay are not responsible for examining or evaluating the content of any third party External Services;
4. Glider Pay do not guarantee the accuracy, integrity or quality of third party External Services, and will not be liable for any third party External Services;
5. charges may apply to your use of the External Services and Glider Pay assumes no responsibility for the transaction of funds or the actions or identity of any transfer recipient or sender nor is there an obligation to provide a refund or repayment for whatever reason of any amounts paid by you to any other third party for External Services; and
6. Glider Pay may suspend, remove, disable or impose access restrictions or limits on any External Services, at any time without notice or liability to you; and
7. Glider Pay are not liable for any loss, deficiency and/or delay that is caused to the Services by the use of External Services.

17. Confidential Information

17.1 Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing the obligations under this agreement.

17.2 Neither party may use or disclose the Confidential Information except:

1. to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement;
2. as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or
3. with the other party’s prior written consent.

18. Insurance

Glider Pay will effect and maintain insurance in an amount sufficient to cover its potential liability under this agreement for the Term and will provide you with a certificate of currency on your request.

19. Termination

19.1 Glider Pay may terminate this agreement for any reason on 30 days’ notice.

19.2 Either party may terminate this agreement on notice if the other party:

1. fails to remedy a breach within 21 days’ notice from the other party requesting the breach be remedied;
2. breaches this agreement and that breach is not capable of remedy; or
3. becomes insolvent or enters into liquidation.

19.3 Upon the expiry or termination of this agreement:

1. each party must, on request, return or securely destroy all Confidential Information in that party’s control;
2. you must cease using the Services;
3. you must pay all outstanding fees to Glider Pay within 14 days;
4. (d) unless you have terminated this agreement as a result of a breach by Glider Pay or the insolvency of Glider Pay, you must pay Glider Pay:
   1. all reasonable costs incurred by Glider Pay as a result of the termination (including third party cancellation fees and administrative costs); and
   2. all fees that would otherwise have been payable to Glider Pay for the full length of the term.

20. Force Majeure

20.1 If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.

20.2 If a Force Majeure Event continues for more than 60 days, either party may terminate this agreement.

21. General

21.1 A notice, consent or other communication under this agreement is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee’s address or email address.

21.2 A copy of any notice, consent or other communication under this agreement sent in accordance with Clause 21.1 must also be sent to the addressee’s email address.

21.3 Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.

21.4 Glider Pay may sub-contract the performance of any part of the Services to any third party.

21.5 This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.

21.6 The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.

21.7 If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.

21.8 This agreement is governed by, and construed in accordance with the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

21.9 Neither party may assign, transfer or otherwise deal with this agreement or any right under this agreement without the prior written consent of the other party, which must not be unreasonably withheld.

21.10 Any warranty, indemnity, or obligation of confidentiality in this agreement will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.

22. Definitions and interpretation

22.1 In this agreement, unless the context otherwise requires:

Change has the meaning given to that term in clause 5.1

Change Notice has the meaning given to that term in clause 5.1.

Change Proposal has the meaning given to that term in clause 5.4.

Client Content means all content provided by you to Glider Pay, including words, images, logos, information, documents and materials.

Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:

1. is identified as confidential or ought to have been known to be confidential; and
2. relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,

but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.

Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.

Contract Materials means the deliverables, documentation, items or things created by Glider Pay for you in accordance with this agreement.

Customer means any customer who acquires the Services via you.

Documentation means the documentation available at //gliderpay.docs.apiary.io.

Fee means the:

1. Platform Fee and Services Fee set out in the Key Details; and
2. Minimum Guarantee, is applicable pursuant to clause 10.1.

Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, pandemic, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:

1. directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and
2. is beyond the reasonable control of that party.

Further Term means term set out in clause 2.

GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.

Invoicing Terms mean the details of how Glider Pay will invoice you as set out in the Key Details.

Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.

Restraint Period means the Term and:

1. a period of 12 months commencing on the termination of this agreement, or of if a court considers this is unreasonable;
2. (b) a period of 6 months commencing on the termination of this agreement, or of if a court considers this is unreasonable;
3. (c) a period of 3 months commencing on the termination of this agreement, or of if a court considers this is unreasonable; and
4. (d) a period of 1 month commencing on the termination of this agreement.

Material Change has the meaning given to that term in clause 5.2

Minor Change has the meaning given to that term in clause 5.3.

Minimum Guarantee means the minimum guarantee in the Key Details.

Platform means the Platform, Widget and/or Console, as selected in the Key Details.

Platform Fee means the platform fee set out in the Key Details.

Services means the services Glider Pay provide you as set out in the Key Details and, if applicable, an approved Change Proposal.

Services Fee means the services fee set out in the Key Details.

Start Date means the date this agreement is signed by both parties.

Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.

Term means has the meaning given to that term in clause 2.

Update has the meaning given to that term in clause 14.1

22.2 Unless the context otherwise requires:

1. clause and subclause headings are for reference purposes only;
2. the singular includes the plural and vice versa;
3. where a word or phrase is defined its other grammatical forms have a corresponding meaning;
4. references to statutes include all statutes amending, consolidating or replacing such statutes;
5. $ means the lawful currency of Australia;
6. any reference to a party to this document includes its successors and permitted assigns; and
7. the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it.