GENERAL

1. This document ("Terms") is an agreement between you and VOLOPAY PTY LTD. (ACN: 645096635) ("Company") which sets out the terms and conditions governing your use and access of:

(a) the electronic platform that is owned and operated by the Company ("Volopay"); and

(b) the products and services offered by the Company and third parties engaged by, or in partnership with, the Company through Volopay ("Services").

2. The fees applicable to you for the use of Volopay and/or the Services ("Fees") will be as separately communicated to you, set out in applicable commercial terms, displayed through Volopay, or specified in an applicable fee schedule or Service Provider terms, as relevant. Unless otherwise stated or required by applicable law, Fees paid for Services already provided are non-refundable.

3. The version of the Terms currently in force will be available through Volopay and on the official website of the Company at https://www.volopay.com/au ("Website" or "Platform"). Applicable Airwallex Australia terms and disclosures may also apply to the relevant Services and are referenced at the applicable provisions below. To the maximum extent permitted by law, you agree that it shall be your sole responsibility to check for any updates to these Terms and the applicable Airwallex terms and disclosures.

4. In interpreting the Terms, the intention and purpose behind the specific paragraph or paragraphs generally must be taken into consideration.

5. The Terms shall be of a continuing nature.

ELIGIBILITY

6. To be eligible to use Volopay and/or the Services, you must:

(a). in the case of an individual:

(i). have attained at least 18 years of age at the time of accessing and/or using Volopay and/or the Services; and

(ii). have the legal capacity to accept the Terms under the laws applicable to you; or

(b). in the case of a legal entity other than an individual, have the full legal capacity (including obtaining the necessary approvals) to accept the Terms.

(each an "Eligible User").

7. By accessing and/or using Volopay, you are representing and warranting to the Company that you are an Eligible User.

8. Despite being an Eligible User, the Company reserves the right to limit your access and/or use of Volopay and/or the Services in accordance with the Terms at the sole discretion of the Company.

ACCEPTANCE OF TERMS

9. By accessing and/or using Volopay, you expressly acknowledge and represent that you have carefully read, understood and accepted the Terms in its entirety as a legally binding agreement between yourself and the Company.

10. You should immediately stop accessing and/or using Volopay if you do not accept the Terms.

AMENDMENTS TO THE TERMS

11. The Company may amend, restate or supplement these Terms from time to time to reflect changes in the Services, technology, business practices, industry standards, applicable laws or regulatory requirements, or for security, risk-management or other legitimate operational reasons. Where required by applicable law, the Company will provide prior notice of material amendments. Amendments required for legal, regulatory, security or risk-management reasons may take effect immediately or on such shorter notice as is reasonably necessary or permitted by applicable law.

12. Any amendment, restatement or supplement to these Terms will be made available through Volopay and/or on the Website. Subject to any notice or other requirements imposed by applicable law, an amendment will become effective on the date specified by the Company or, where no date is specified, upon publication.

13. Where permitted by applicable law, publication of an amendment through Volopay and/or on the Website will constitute notice of the amendment. Your continued access to or use of Volopay or the relevant Services after the effective date will constitute acceptance of the amended Terms, except to the extent applicable law provides otherwise.

SUBMITTING OF DATA

14. It shall be your sole responsibility to ensure that any data, document or other information, whether electronic otherwise, that you submit to the Company or through Volopay and/or the Website:

(a). is complete, true and accurate in all respects at all times;

(b). where applicable, is provided within reasonable time;

(c). is not false, misleading or deceptive in any respect at all times; and

(d). does not omit anything that affects or is likely to affect the meaning or significance of such data, document or other information in any respect at all times.

COMPLIANCE WITH THE TERMS AND APPLICABLE LAWS

15. In accessing and/or using Volopay and/or the Services, you agree that it is your sole responsibility to ensure your compliance with the following at all times:

16. the Terms; and

17. any applicable laws and regulations (whether in or out of Australia).

DATA COLLECTION

18. In order to access and/or use the Services, you must first register an account with the Company ("Account") which will require you to provide us with data relating to you, including:

(a). Your full legal name;

(b). Date of birth/incorporation;

(c). Residential/registered address;

(d). in the case of individuals, your nationality;

(e). National identity or passport number (in the case of individuals) or Australian Company Number (in the case of entities);

(f). contact details, including an email address and telephone number at which you can be contacted at;

(g). other information as may be required to verify data provided by you; and

(h). other information as may be required to allow the Company to comply with its anti-money laundering and countering the financing of terrorism obligations under the applicable laws.

19. "Personal Data" is defined under the Privacy Act 1988 as data, whether true or not, about an individual who can be identified:

(a). from that data; or

(b). from that data and other information to which the organisation has or is likely to have access.

20. You may refer to the Personal Data Policy of the Company which is available at https://www.volopay.com/au/privacy-policy/ for details on how the Company collects, uses, stores and protects personal data that the Company comes into possession of.

21. The Company may request further or updated information from you relating to your Account, whether active or inactive, at any time where reasonably required for the operation of the Services, risk management, security, compliance, fraud prevention or any legal or regulatory requirement.

21A. Ongoing Verification and Compliance Requirements. You acknowledge and agree that the Company, Airwallex and/or any other applicable Service Provider may, from time to time, require you, your authorised representative(s), beneficial owner(s), director(s) or other relevant person(s) to provide additional, updated or repeated information or documentation, or to undergo further KYC, KYB, identity verification, beneficial ownership, source of funds, source of wealth, business activity, transaction or other compliance checks.

Such requests may be made periodically or where required or considered necessary for regulatory, legal, compliance, AML/CTF, sanctions, fraud prevention, risk management, security or other applicable requirements. You shall promptly provide all information, documentation and assistance reasonably requested in connection with any such review and shall ensure that all information provided is accurate, complete and not misleading.

Completion of KYC, KYB or other verification at onboarding does not prevent the Company or any Service Provider from requesting further or repeated verification at any time. Failure or refusal to provide requested information or documentation may result in the suspension, restriction, delay or termination of your Account, Sub-Account(s), Corporate Card or any part of the Services, to the extent permitted by applicable law.

ACCOUNT

General

22. You may apply for an Account by following the relevant instructions on Volopay.

23. Where the Company approves your application for an account, the Company will issue you an Account.

24. Subject to the approval of the Company, you may register sub-accounts under your Account (each a "Sub-Account") as part of the Services provided by the Company by following the instructions on Volopay.

25. In addition to each Account and/or Sub-Account(s), you are required to register with Airwallex Pty Ltd (ABN 37 609 653 312; AFSL 487 221), which has its registered office at Level 7/15 William Street, Melbourne, Victoria ("Airwallex"), being a service provider engaged by the Company, to utilise the Services ("Business Account").

26. The terms and conditions governing each Business Account shall apply to you and/or your authorised representative(s). The applicable Airwallex Australia terms and disclosures include, as applicable, the following:
https://www.airwallex.com/au/terms/general-terms
https://www.airwallex.com/au/terms/financial-services-guide
https://www.airwallex.com/au/terms/product-disclosure-statement https://www.airwallex.com/au/terms/acceptable-use-policy https://www.airwallex.com/au/terms/electronic-communications-consent
Additional product-specific terms may also apply depending on the Services used. Please take some time to read through the applicable Airwallex terms and disclosures, as you and/or your authorised representative(s) must accept the relevant terms relating to the creation and use of the Business Account before the Services may be utilised.

27. In accepting the Terms you are consenting to the Company providing Airwallex with information relating to you (including personal data), insofar as such information is required by Airwallex in relation to the creation of the corresponding Business Account and the provision of the Services.

27A. Service Provider Allocation. You acknowledge that certain Services made available through Volopay are provided by Airwallex or other third-party Service Providers and may be subject to separate regulated financial services, payment, card, account, compliance, dispute and operational requirements. The Company may facilitate access to those Services but does not assume responsibilities that are expressly allocated to the relevant Service Provider under its applicable terms or regulatory framework.

28. When you use your Account and/or Sub-Account(s), you authorise the Company to facilitate and transmit your Instructions to the applicable Service Provider and to communicate with and instruct such Service Provider on your behalf in connection with the relevant Services. The applicable Service Provider remains responsible for the provision of its regulated financial services and, where applicable, for the holding, sending and/or receiving of funds under its applicable terms. Nothing in these Terms is intended to make the Company the holder, issuer or custodian of funds where the applicable Service Provider performs that function.

Consolidation of Account and/or Sub-Account(s)

29. The Company may, without prior notice to you and/or your authorised representative(s), combine or consolidate any number of your Account and/or Sub-Account(s) (including combining or consolidating your Sub-Account(s) with your Account) and offset the aggregate value in such combined or consolidated accounts against any outstanding liability owed by you to the Company.

Responsibility for your Account/Sub-Account

30. You acknowledge and agree that you shall be solely responsible for your Account or Sub-Account (as the case may be), provided always that the owner of an Account shall be ultimately responsible for the compliance of all related Sub-Account(s) and their respective user(s) with the Terms at all times.

31. Your Account and/or Sub-Account(s) may only be used by you and/or your authorised representative(s). You are responsible for ensuring that your authorised representative(s) are properly appointed and that access credentials and security controls are maintained securely. Subject to any rights, protections or allocation of liability that cannot lawfully be excluded or modified, you are responsible for Instructions initiated by you or your authorised representative(s), and for losses arising from your fraud, negligence, misuse of credentials or failure to comply with applicable security requirements. Nothing in these Terms excludes or limits any liability or protection that applies under mandatory Australian law or any applicable Airwallex terms.

32. You must immediately notify the Company if you suspect or become aware of the use of your Account and/or any Sub-Account by any person or other entity other than yourself and your authorised representatives.

33. Without prejudice to any other provision of the Terms, you authorise the Company to act upon any Instruction (though the Company is not obliged to) which the Company believes was given by you (whether through your Account or otherwise).

34. Any Instruction shall not be considered to have been received by the Company until it has actually been received successfully by the Company (whether electronically or otherwise).

35. The Company shall not be responsible for confirming and/or verifying any Instruction or for monitoring or refusing to process any duplicate Instructions.

36. Records created and maintained by the Company relating to communications, transactions, Instructions and operations through Volopay will be evidence of those matters. Such records will be treated as prima facie evidence, subject to any evidence to the contrary and any mandatory rights or protections under applicable law or the applicable Service Provider terms.

37. You acknowledge and agree that the Company may, at its sole discretion, refuse to act or defer acting upon any Instruction.

Investigations

38. The Company shall have the absolute discretion to investigate your Account and/or any Sub-Account(s), including where the Company suspects or has determined that:

(a). you and/or your authorised representative(s) are in breach of any of the Terms (or any part thereof);

(b). your Account and/or any Sub-Account is associated with any unusual or illegal activities, including any form of fraud;

(c). there are security risks associated with your Account and/or Sub-Account(s) that cannot be adequately mitigated or resolved;

(d). your Account and/or Sub-Account(s) is in breach of any applicable laws or regulations (whether in or outside of Australia);

(e). there is any other reason which could compromise the provision of Volopay and/or the Services by the Company or any other operations of the Company.

39. In the event the Company commences any investigation into your Account and/or Sub-Account(s), the Company shall provide you with written notice of the commencement of such investigation and the nature of the allegations that form the basis of the investigation and you shall have [seven (7) calendar days] to respond to such allegations, provided always that the Company may take any action it deems necessary at its sole discretion even before such written notice is received by you.

40. Following or during any investigation, the Company may take any action it reasonably considers necessary or permitted under these Terms, including suspending, restricting, delaying, declining or terminating your Account, Sub-Account(s), Corporate Card or any part of the Services, whether in whole or in part, subject to applicable law.

Inactive Account

41. Your Account and/or Sub-Account(s) may be classified as an "Inactive Account" and suspended or reviewed if they have not been accessed or used for the period specified in the applicable commercial terms, fee schedule or notice provided to you. Where no specific inactivity period is communicated, the Company may review an Account that has remained unused for a commercially reasonable period.

42. Following a review, where the Company determines that your Account and/or Sub-Account(s) is an Inactive Account, the Company may notify you through email, Volopay, website notification or any other communication method available to the Company (a "Notice of Inactivity").

43. If you do not respond within the period specified in the Notice of Inactivity, the Company may charge any applicable inactivity fee specified in the applicable commercial terms or fee schedule, to the extent permitted by law. The Company may also take steps permitted under these Terms to suspend, restrict, consolidate or terminate the Inactive Account.

44. In addition to any applicable inactivity fee, the Company may take other reasonable action in relation to an Inactive Account, including continuing suspension, restriction or termination, subject to applicable law and any requirements relating to customer funds or refunds.

45. Where an Account and/or Sub-Account(s) has been suspended for inactivity, you may request reactivation. The Company may require updated KYC, KYB, identity, business activity or other information before deciding whether to reactivate the relevant Account or Service.

46. Where any value remains in any Inactive Account that has been terminated by the Company, you may submit a request for the refund of such value (subject to any applicable fees) ("Refund Request") through any one of the following means:

(a). by submitting a written request to the Company at au.support@volopay.co

(b). by submitting a written request through our website chat support

47. Any refund of remaining value following termination of an Inactive Account will be subject to applicable law, the applicable Service Provider terms and the relevant account or payment structure. The Company may require verification of the recipient account and completion of any applicable KYC, AML/CTF, sanctions or fraud checks before processing a refund. Nothing in these Terms excludes or limits any mandatory right to which you are entitled under applicable law.

48. Any approved refund of remaining value will be processed using the payment or account details reasonably specified by the Company or the applicable Service Provider. Processing may be delayed where required for verification, fraud prevention, compliance or regulatory purposes.

CORPORATE CARD

49. As part of the Services, you may apply for stored-value/ debit cards to be issued to you in relation to each Account and/or Sub-Account(s) (each such stored-value/ debit card a "Corporate Card").

50. All Corporate Cards are issued by Airwallex Pty Ltd (ABN 37 609 653 312; AFSL 487 221) ("Airwallex"), being a service provider engaged by the Company. You may be required to register and maintain an account with Airwallex and accept applicable Airwallex terms before receiving or using a Corporate Card.

51. You may apply for a Corporate Card by following the relevant instructions set out in Volopay.

52. The terms and conditions governing each Corporate Card shall apply to you and/or your authorised representative(s). The applicable Airwallex terms and disclosures for Corporate Cards include, as applicable:
https://www.airwallex.com/au/terms/general-terms
https://www.airwallex.com/au/terms/financial-services-guide
https://www.airwallex.com/au/terms/product-disclosure-statement https://www.airwallex.com/au/terms/acceptable-use-policy https://www.airwallex.com/au/terms/identity-verification-terms https://www.airwallex.com/au/terms/cards-and-spend-management-terms
You and/or your authorised representative(s) must accept the applicable terms before any Corporate Card may be issued or used.

53. In accepting the Terms you are consenting to the Company providing Airwallex with information relating to you (including personal data), insofar as such information is required by Airwallex in relation to issuance of each Corporate Card and the provision of the Services. You also agree to the applicable Airwallex Identity Verification Terms where applicable to the Services.

54. Unless terminated or cancelled earlier (as the case may be), each Corporate Card shall be valid for a period of time stipulated by the Company.

55. Any renewal or replacement of a Corporate Card is subject to the applicable Airwallex terms, card scheme requirements and the Company's processes. You may be responsible for applicable replacement or renewal fees where disclosed to you in advance or permitted under applicable terms.

55A. Fraudulent or Unauthorised Transactions; Recovery and Refunds. Where you report a transaction as fraudulent, unauthorised, disputed or otherwise invalid, the Company will, where applicable, assist you in raising the matter with Airwallex, the relevant card issuer, card scheme, merchant or other relevant party and may provide reasonable assistance in connection with any applicable investigation, refund, reversal or chargeback process.

You acknowledge, however, that the Company does not control the outcome, timing or amount of any refund, reversal or chargeback where the relevant determination is made by Airwallex, the applicable card issuer, card scheme, merchant or other Service Provider.

Accordingly, except to the extent otherwise required by applicable law or expressly agreed by the Company in writing, the Company will not be required to reimburse, refund or otherwise make good the full amount of a transaction merely because you have reported the transaction as fraudulent, unauthorised or disputed. Any refund, reversal or chargeback will be subject to the applicable terms, rules, processes and determinations of the relevant provider, card scheme and/or merchant.

You shall provide all information, documents and cooperation reasonably requested in connection with any investigation, refund, reversal or chargeback process. Nothing in this clause excludes or limits any mandatory protection or right that applies under Australian law or applicable Airwallex terms.

VOLOPAY

56. Volopay and all content contained therein (except for data belonging to you), including any data, images, links, sounds, graphics, video, software, applications and other digital materials ("Platform Materials") are the property of the Company. Volopay may provide the Revolving Credit Facility (RCF) as a part of the Services subject to the requisite approvals.

57. Volopay is provided on an "as is" and "as available" basis and may be modified, suspended or discontinued, in whole or in part, where reasonably necessary for operational, security, legal, regulatory, risk-management or commercial reasons, subject to any rights that cannot lawfully be excluded.

No Representations and Warranties by the Company

58. To the extent permitted by law, and except for any guarantees, warranties, representations or conditions implied or imposed by the Australian Consumer Law or any other applicable law that cannot be lawfully excluded, Volopay is provided “as is” and the Company does not make any express warranties or representations regarding the operation, performance, or availability of Volopay, including that:

(a). Volopay will be uninterrupted, secure or error-free, or that any defects will be corrected;

(b). Volopay will be fit for any specific purpose, unless such purpose has been made known and reliance on Volopay for that purpose would be reasonable;

(c). Data transmitted through Volopay will be entirely secure or free from interception;

(d). There will be no delays or interruptions in data transmission via Volopay.

59. While the Company takes reasonable steps to ensure the secure and continuous operation of Volopay, it does not guarantee that such measures will prevent all outages or breaches. This clause does not limit any rights you may have under the Australian Consumer Law.

60. Volopay is operated and controlled from Australia. The Company makes no representation that Volopay is appropriate or available for use outside Australia. If you access Volopay from outside Australia, you do so at your own risk and are responsible for compliance with local laws.

INTERNET ACCESS

61. You agree and acknowledge that the Terms, Volopay and the Platform Materials do not include the provision of internet access or other telecommunication services by the Company.

62. Any internet access or telecommunications services (such as mobile data connectivity) required by you to access to and/or use Volopay and/or the Platform Materials shall be your sole responsibility and shall be separately obtained by you, at your own cost.

RESTRICTED ACTIVITIES

63. You agree and undertake not to do any one or more of the following:

(a). use or upload, in any way, any software or material that contains, or which you have reason to suspect contains, computer virus or other malicious, destructive or corrupting code, agent, program or macros (including those which may impair or corrupt the Platform Materials or damage or interfere with the operation of any electronic device of any other user or Volopay);

(b). post, promote or transmit any materials or information through Volopay which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws or which are otherwise objectionable;

(c). use Volopay other than in conformance with the acceptable use policies of any connected computer networks, any applicable internet standards and any other applicable laws;

(d). impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;

(e). anything which will amount to a contravention of the Terms and/or any applicable laws and regulations.

Transmissions and Communications

64. To the extent necessary to operate, secure, maintain, improve and provide Volopay and the Services, and subject to applicable privacy laws and the Company's Privacy Policy, you grant the Company a non-exclusive, worldwide, royalty-free licence to host, reproduce, process, transmit and use content and information submitted through Volopay. The Company may disclose such information to Service Providers, professional advisers, regulators, law enforcement agencies and other parties where reasonably necessary for those purposes or as required or permitted by law. This licence does not transfer ownership of your data or permit use inconsistent with applicable privacy law.

65. You acknowledge that internet and electronic communications involve risks, including interception, delay, interruption, transmission errors and unauthorised access. The Company will maintain reasonable security measures appropriate to the Services, but cannot guarantee that all communications or transmissions will be secure or uninterrupted. Nothing in this clause excludes any security, privacy or other obligation that cannot lawfully be excluded.

RECORDS

66. Records created and maintained by the Company relating to communications, transactions, Instructions and operations through Volopay may be relied upon as evidence of those matters, subject to evidence to the contrary and any mandatory rights or protections under applicable law or applicable Service Provider terms.

THIRD-PARTY CONTENT

67. Without prejudice, the Company makes no representation and/or warranty as to having reviewed and/or verified the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of any systems, services, content, materials, products and/or programmes provided and/or offered by third parties through Volopay.

68. Unless expressly stated otherwise, the Company:

(a). does not endorse, sponsor and/or certify any systems, services, content, materials, products and/or programmes provided and/or offered by third parties through Volopay; and

(b). is not involved in the provision of such systems, services, content, materials, products and/or programmes provided and/or offered by third parties through Volopay.

69. Unless expressly provided for, the Company is not a party to any agreement between you and any third-party (whether provided and/or offered through Volopay) relating to your access to and/or use of systems, services, content, materials, products and/or programmes provided and/or offered by such third-party through Volopay ("Third-Party Agreement").

70. For the avoidance of doubt, the Company shall not be liable for any losses, liabilities, damages, costs and/or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) (collectively "Losses") arising from or in connection with your access to the Services and/or use of systems, services, content, materials, products or programmes under any Third-Party Agreement, or for any purchase and/or subscription made in relation thereto.

71. You acknowledge and agree that you will be solely responsible for any access to and/or use of the Services, any third-party systems, services, content, materials, products or programmes provided and/or offered through Volopay.

TERMINATION

Nothing in this paragraph limits any rights or remedies that cannot lawfully be excluded or restricted under applicable law.

Where action is taken at the request of, or based on a determination by, Airwallex or another applicable Service Provider, the Company is not responsible for the underlying regulatory, compliance, risk or service-provider determination and will not be liable solely because the relevant Service has been suspended, restricted or terminated for such reason.

You acknowledge that such action may be based on confidential regulatory, compliance, risk or security considerations which the Company or the relevant Service Provider may not be permitted or required to disclose to you. The fact that your Account, Sub-Account(s), Corporate Card or Services were previously approved, made available or successfully used does not create any obligation on the Company or any Service Provider to continue providing them.

The Company may act before providing notice where necessary to protect the Company, a Service Provider, you or other customers, or where prior notice may prejudice an investigation, compromise security, increase financial or regulatory risk, or be inconsistent with applicable law or the requirements of a Service Provider or competent authority.

(a) you breach or are reasonably suspected of breaching these Terms or applicable law;

(b) the Company or any applicable Service Provider, including Airwallex, determines that such action is necessary or appropriate for regulatory, legal, compliance, AML/CTF, sanctions, fraud prevention, risk management, security or other legitimate risk-related reasons;

(c) Airwallex or another applicable Service Provider requests, requires or directs the Company to suspend, restrict, delay, decline or terminate the relevant Service;

(d) the Company or any applicable Service Provider is unable or unwilling to continue providing the relevant Service to you, including due to changes in applicable laws, regulatory requirements, licensing conditions, internal risk policies, business activity restrictions or other requirements applicable to the relevant Service Provider;

(e) you fail to provide information, documentation or assistance requested in connection with any KYC, KYB, AML/CTF, sanctions, fraud, risk, security or other compliance review;

(f) the Company or a competent regulatory authority determines that it is not appropriate or permitted to continue providing the relevant Service; or

(g) the Company reasonably considers that continued access may expose the Company, a Service Provider, the card scheme or another party to material legal, regulatory, fraud, security or financial risk.

72. Suspension, Restriction or Termination for Regulatory, Compliance or Service Provider Requirements. The Company may, to the extent permitted by applicable law, suspend, restrict, delay, decline or terminate your Account, any Sub-Account(s), Corporate Card or any part of the Services, whether in whole or in part, where:

73. The Company and its licensor(s) (if any) reserve and retain all rights (including copyrights, trademarks, patents as well as any other intellectual property rights) in relation to the products, services and all content and data contained in or provided on or via Volopay and/or the Platform Materials (including all texts, graphics and logos).

74. You may not do anything that will violate or infringe such intellectual property rights and, in particular, you shall not copy, download, publish, distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for commercial benefit or otherwise) or reproduce any of the information or content contained in or provided on or via Volopay and/or the Platform Materials in any form without the prior written permission of the Company and/or its licensor(s) (as the case may be).

75. Subject to applicable law and these Terms, no part or parts of Volopay and/or any Platform Materials may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of the Company and/or its licensor(s) (as the case may be).

76. Subject to any applicable law and these Terms, the Company grants you a non-transferable, non-exclusive, revocable, limited licence to access and use Volopay and the Platform Materials solely for your internal business purposes and in accordance with these Terms, provided that you do not modify any Platform Materials and that you retain all copyright and other proprietary notices contained in the Platform Materials.

77. Save as expressly provided otherwise in the Terms, you acknowledge that you are not granted any licence, interest or right by virtue of your use of or access to Volopay and/or the Platform Materials.

LIMITATION OF LIABILITY

78. The Company will exercise reasonable care and diligence in providing the Services. To the extent permitted by law, the Company, its directors, officers, employees, representatives and agents (each a "Relevant Person") will not be liable for Losses arising from or in connection with the provision, suspension, restriction, delay or termination of the Services, including where caused by or arising from any of the following:

(a). any failure, error, delay or malfunction of Volopay, howsoever caused and whether or not identified or identifiable;

(b). the access to, use of or inability to use Volopay;

(c). the access to, use of or inability to use any third-party services that may be accessed through or used on Volopay;

(d). any act or omission in connection with the Company’s compliance with applicable laws, regulations, or the Terms;

(e). the exercise of the Company’s discretion under the Terms;

(f). any failure, error, delay or malfunction in services provided by any third-party service provider engaged by the Company;

(g).  the termination of services by any third-party provider engaged by the Company;

(h). any virus or other malicious code introduced through Volopay;

(i). the originality, accuracy, adequacy, timeliness or completeness of any content or materials provided via Volopay;

(j). any reliance by you on such content or materials;

(k), any data transmitted or received through Volopay, or interception of such data by unauthorised persons;

(l). any event or circumstance beyond the Company’s reasonable control (e.g., natural disasters, strikes, system outages, acts of war or terrorism);

(m). the provision of Volopay and/or the Services generally.

Subject to applicable law and any liability that cannot lawfully be excluded or limited, the Company's aggregate liability to you arising out of or in connection with these Terms will not exceed the total Fees actually paid by you to the Company in the twelve (12) months preceding the event giving rise to the relevant claim.

Nothing in this clause excludes or limits liability for fraud, wilful misconduct or any liability that cannot lawfully be excluded or limited. Any limitation applicable to a particular Airwallex financial product or regulated financial service will also be subject to the applicable Airwallex terms and mandatory law.

INDEMNITY

79. To the extent permitted by law, you agree to indemnify the Relevant Persons against third-party claims, liabilities and reasonable Losses arising directly from:

(a). your breach of these Terms or applicable law;

(b). fraud, wilful misconduct or negligence by you or your authorised representative(s);

(c). your misuse of Volopay, an Account, Sub-Account(s), Corporate Card or any Service;

(d). Instructions initiated by you or your authorised representative(s), except to the extent the relevant Loss results from the Company's fraud, wilful misconduct or negligence or from a liability that cannot lawfully be excluded; or

(e). any claim by a third party arising directly from your unlawful use of Volopay or the Services.

This indemnity does not apply to the extent a Loss is caused by the Company's fraud, wilful misconduct or negligence, or to the extent the indemnity would be prohibited by applicable law.

NOTICES

80. You acknowledge and agree that any communication and/or document to be sent to you may be by way of electronic communication and you shall be considered to have received any such communication and/or document:

(a). at the time of posting of such communication to our website at https://www.volopay.com/au and/or Volopay or such other time as may be prescribed in such communication;

(b). at the time of which the email containing such communication and/or document is sent to you or such other time as may be prescribed in the email;

(c). at the time of posting (whether through ordinary post or otherwise) such communication and/or document to you or such other time as may be prescribed in such communication and/or document;

(d). through such other means at such times as the Company may prescribe from time to time.

ASSIGNMENT

81. The Company may, at any time, assign, mortgage, charge or otherwise transfer any or all of our rights and obligations under the Terms without restriction.

82. You may not assign, mortgage, charge or otherwise transfer any of your rights or obligations under the Terms without the prior written consent of the Company, and any attempted assignment, mortgage, charge or other transfer in violation of the Terms shall be null and void.

SEVERABILITY

83. If any provision of the Terms or part thereof is rendered void, invalid, illegal or unenforceable by any legislation to which it is subject or by a decision of a court of competent jurisdiction ("Affected Provision"), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of the Terms.

WAIVER

84. No failure or delay to exercise or enforce any right conferred upon the Company under the Terms shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

85. Any waiver of any right arising from a breach or non-performance of the Terms or arising upon default under the Terms granted to you shall be null and void unless made in writing and signed by the Company.

TRANSLATION

86. If the Terms are translated into a language other than the English language and there is any conflict or inconsistency between such translation and the English text, the English text shall prevail.

RIGHTS OF THIRD PARTIES

87. Save for a Relevant Person(s), no person or entity who is not a party to the Terms shall have no right under applicable Australian contract law or other similar laws to enforce the Terms or any part thereof, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.

88. For the avoidance of doubt, any amendments to these Terms in accordance with the provisions herein shall not require any consent from any person or entity (including any Relevant Person) who is not a party to the Terms.

GOVERNING LAW AND JURISDICTION

89. These Terms are governed by the laws in force in the Australian State or Territory in which the Company has its principal place of business, unless applicable law requires otherwise. To the extent a particular Service is governed by mandatory law or the applicable Airwallex terms, those requirements will apply to that Service.

90. In the event of any claim, dispute or difference ("Dispute") arising out of or in connection with these Terms and/or Volopay, including any question concerning their existence, validity or termination, the parties will first attempt in good faith to resolve the Dispute through discussions or negotiations.

91. If the Dispute is not resolved through good faith negotiations, the Dispute may be referred to arbitration with the seat in Australia, subject to any mandatory rights or dispute-resolution mechanisms that cannot lawfully be excluded.

92. Any arbitration will be conducted by a single arbitrator and in the English language, subject to the applicable arbitration legislation and any mandatory rights of the parties.

93. Any arbitration award will be final and binding to the extent permitted by law. Nothing in this section prevents either party from exercising rights or remedies that cannot lawfully be excluded, including access to any applicable statutory or external dispute-resolution scheme. A dispute relating specifically to an Airwallex financial product or regulated financial service will also be subject to the applicable Airwallex terms, regulatory disclosures and complaints process.

AIRWALLEX TERMS, REGULATORY DISCLOSURES AND COMPLAINTS

Applicable Airwallex product terms, regulatory disclosures and policies apply to the relevant Services where applicable. The current Airwallex Australia terms hub is available at https://www.airwallex.com/au/terms. Where a particular Service is subject to additional Airwallex product-specific terms, those terms will also apply to that Service. Nothing in these Terms is intended to replace or amend any Airwallex terms or disclosures that you are required to accept for the relevant Service. In the event of any inconsistency relating specifically to an Airwallex product or regulated financial service, the applicable Airwallex terms, regulatory disclosures and mandatory legal requirements for that product or service will govern to the extent applicable. The Company is not responsible for obligations that are expressly allocated to Airwallex under the applicable Airwallex terms or regulatory framework.

CONTACT INFORMATION

If you have any questions about these Terms or any other queries, please contact Volopay at au.support@volopay.co  or submit a written request through our website chat support. For complaints relating specifically to an Airwallex product or regulated financial service, please refer to https://www.airwallex.com/au/terms/public-complaints-policy .

APPENDIX A – APPLICABLE FEES

Applicable Fees will be communicated through the applicable commercial terms, Volopay, an applicable fee schedule, or the relevant Service Provider terms. Fees may include platform fees, card fees, transaction or payment fees, foreign exchange fees, replacement or renewal fees, inactivity fees and other charges applicable to the Services you use.

No fee amount is inserted into these Terms unless specifically agreed or published as part of the applicable commercial terms or fee schedule. Any fee relating to an Airwallex financial product or regulated financial service will be subject to the applicable Airwallex terms and disclosures and any mandatory legal requirements.