In this document (and the Agreement generally) the following terms have the corresponding meaning:
“Account” means a financial account held by the relevant person with an Account Provider.
“Account Provider” means a financial institution (or other third party) that provides a financial account to or from which the relevant account holder can credit or debit funds.
“Agreement” means the agreement between you and us, which includes this document and the other documents and policies (as amended from time to time) referred to in clause 2.
“API” means the relevant implementation by or on behalf of us of a software interface with our IT systems that operates according to a set of definitions that specify how software components should interact with the interface.
“App” means the Bluechain app for either iOS or Android platforms separately provided and licensed by Bluechain to you to enable, amongst other things, your use of the Services.
“Bluechain”, “we”, “us” or “our” means Bluechain Pty Ltd (ACN 129 214 795) or Bluechain International Ltd (Company number 10646479).
“Bluechain Merchant” means a Merchant that has registered for, and has been authorised to use, the Services in order to facilitate payment for goods or services sold by the Merchant.
“Bluechain Consumer” means a Consumer who has registered for, and has been authorised to use, the Services in order to facilitate payment for goods or services purchased by the Consumer.
“Card Scheme” means, unless otherwise agreed by the parties, Visa, MasterCard, American Express and Eftpos.
“Consumer” means a person who purchases goods or services from a Merchant.
“Content” means any information, software, code, data, configuration or layout files, documents, pictures, graphics, video, audio, text, script or other content, in each case whether in hard copy or electronic form.
“Convenience Fee” means any additional Fee that you agree to pay at the time of making a payment in return for Bluechain providing you with the relevant Services.
“Data Breach” means any occurrence which results in the unauthorised access by a third party to confidential data relating to transactions stored by your business or any entity engaged by you to provide storage or transmission services in respect of that data.
“Fees” means the fees, charges, interest and other amounts payable by you under this Agreement or as specified at the time of the transaction or on the Platform, as amended from time to time. Unless stated otherwise, all Fees are inclusive of GST, VAT or other similar taxes where the transaction is taking place.
“Guest Consumer” means a Consumer who uses a guest checkout or similar facility that uses the Services to make a payment to a Merchant without the Consumer using the Platform or registering with Bluechain (other than agreeing to this Agreement), including where the Consumer is a Bluechain Consumer but does not use the Platform to make the payment.
“Insolvency Event” means the happening of any of these events:
- in respect of a body corporate: an order is made that it be wound up, a liquidator, provisional liquidator, receiver, manager, receiver and manager, controller, trustee or administrator is appointed over it or any of its assets or an application is made to a court, or meeting is proposed, to do any of the foregoing, it enters into an arrangement with its creditors or seeks to obtain protection from its creditors or it resolves to wind itself up; or
- in respect of an individual: the individual becomes an insolvent under administration as defined in section 9 of the AU Corporations Act; or
- in respect of an individual: the individual becomes an insolvent under administration as defined in Sections 267 and 268 of the UK Insolvency Act 1986; or
- anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
“Laws” means all applicable laws, regulations, standards, codes, orders and directions, including those issued by any governmental authority.
“Licence Agreement” means the separate agreement between you and us that, amongst other things, grants you a licence to use the App.
“Loss” means any loss, damage, cost, interest, expense, fee, penalty, fine, forfeiture, assessment, demand, action, suit, claim, proceeding, cause of action, liability or damages incurred by a person, and includes legal costs on an indemnity basis and indirect or consequential losses.
“Merchant” means a person or company (which may include Bluechain) who sells goods or services to other persons
“Non-Bluechain Merchant” means a Merchant that is not a Bluechain Merchant (or is a Bluechain Merchant but does not use the Platform in relation to the relevant payment, being a payment to the Bluechain Merchant).
“Non-Bluechain Merchant Account Holder” means the holder of an Account into which a Bluechain Consumer instructs via the Platform that a payment be made in connection with a purchase of goods or services by the Consumer from a Non-Bluechain Merchant, whether or not the holder of the Account is the relevant Non-Bluechain Merchant.
“Payee Account Holder” means the holder of an Account into which a User (i.e. payer) instructs via the Platform that a payment be made, where the holder (i.e. payee) is not a User (or the holder is a User but does not use the Platform in connection with the payment), except in the case of a payment in connection with a purchase of goods or services by the User from a Non-Bluechain Merchant (in which case the definition of Non-Bluechain Merchant Account Holder applies).
“Payment Provider” means a financial institution or other third party that provides a service of debiting or crediting funds from or to an account held by a person with the relevant Account Provider.
“Platform” means our online platform, which includes the App, Portal and API but excludes any guest checkout or similar facility that uses the Services to make a payment but does not require registration with Bluechain.
“Portal” means a web interface that provides authorised Users access to a range of Services
“Prohibited Payment” means any payment described in the “Prohibited Payments” section of clause 5.
“Registration” means any application completed on the Platform by you in relation to use of the Services.
“Services” means the services that we offer from time to time through use of the Platform and any other incidental or related services that we provide (including payment services other than through the Platform or the provision of any advice or information or services relating to the extraction of information from documents).
“Supplier” means any person from whom we purchase any service in connection with the supply of any of the Services.
“Unacceptable Content” means any Content that:
- is racist, hateful, violent, defamatory, harassing, abusive, threatening, malicious, inflammatory or otherwise objectionable;
- is pornographic, sexually explicit, obscene or excessively profane;
- is unlawful or encourages unlawful conduct;
- is fraudulent, false, misleading or deceptive;
- infringes, or encourages the infringement of, a third party’s rights, including intellectual property, confidentiality or privacy rights;
- contains any Virus;
- amounts to commercial advertising of any other website, product or service; or
- contains any link to any website that includes any of the above types of content
“User” means any person (which may be you) who uses any part of the Platform or any of the Services and includes Bluechain Consumers, Guest Consumers and Bluechain Merchants.
“User Guidelines” means guidelines produced by us from time to time in relation to the Platform or Services.
“Virus” means any computer program, virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised access to or disclosure, destruction or corruption of information, data or software.
Nature of this document
This document forms part of a legally binding agreement between you and Bluechain. In addition to any express acceptance by you (e.g. by clicking on an “I agree” or similar button on the Platform, in relation to this document), you also agree that your use of any of our Services constitutes acceptance of the agreement.
Apart from this document, the agreement between you and us also includes:
- if you are a Merchant - any additional terms specified at the time of your Registration.
- Modulr Introduced Client Terms of Business
The Licence Agreement (regarding the App) is separate from the agreement.
Nature of our services
The Services that we provide include (amongst other things) facilitating payments by or between Users of our Services, to or from the relevant accounts held with third-party Account Providers, using payment facilities provided by third-party Payment Providers.
In providing our Services:
- we are not an Account Provider and we do not at any time hold any of the relevant funds on your behalf;
- we are not a Payment Provider, as we rely upon third party Payment Providers to effect the relevant debit or credit of funds from or to the relevant Accounts held with Account Providers;
- we are not responsible for repayment by you to the relevant Account Provider of the amount of any debt (or increase in debt) that results from any payment validly made as part of the Services from your corresponding account with the Account Provider – that is your obligation and you must do so in accordance with the relevant agreement between you and the Account Provider;
- we have no control over, and are not responsible for any person completing, any other part of the transaction to which the relevant payment relates;
- we and the relevant Payment Provider may not be responsible for the supply of goods or services to which a payment relates or the quality of those goods or services, and you must direct any questions or complaints about them to the Merchant;
- we do not guarantee the identity of any User, Non-Bluechain Merchant Account Holder or Payee Account Holder;
- we do not assess if any tax applies to the payment facilitated through your use of our Services and do not collect or pay any such tax; and
- no agency or partnership relationship applies between us.
Provision of Services
Subject to the other terms of the Agreement, we will provide to you the relevant Services for which we accept a Registration from you from time to time.
Your key obligations
During the term of the Agreement you must:
- comply with our User Guidelines, and all reasonable directions that we provide in relation to the Services or the Platform;
- comply with all Laws applicable in any way in relation to the Services or use of the Platform;
- not allow any other person to access the use of the Platform or our Services in your name, other than an authorised representative (eg. an employee of a Bluechain Merchant);
- not use, or attempt to use, the Platform or our Services for any purpose other than the facilitation of payments by Users to other Users, Merchant Account Holders or Payee Account Holders through use of our Services;
- not use, or attempt to use, the Platform or our Services in order to make or request any Prohibited Payment;
- not use the Platform or any of the Services to transmit any Unacceptable Content;
- not use the Services or Platform, or permit the Services or Platform to be used (directly or indirectly) in your name, to commit, or cause to be committed by any person, any offence or wrongful act or omission (including fraud);
- provide all reasonable information and documents (including any transaction statements from your Account Provider) requested by us, including in relation to any payment (or attempted payment) via the Services or Platform, or any related investigation by us; and
- not do or permit to be done, any act which could damage our reputation.
Making a payment
During the term of the Agreement you must:
- not use, or attempt to use, the Platform or our Services to make any payment in excess of any limit that we or your Account Provider have specified or in excess of the balance (or any credit) available in the relevant Account;
- not use, or attempt to use, the Platform or our Services to make any pre-payments, ie payment for goods or services which you have not yet received
- comply with all applicable terms of service, rules and policies applying to any Merchant or Payee Account Holder to whom you request we facilitate a payment; and
- in relation to any payment to a Non-Bluechain Merchant Account Holder or Payee Account Holder, ensure that the numbers and other details of the relevant Account (and bank and branch) are the correct details for the intended payee.
Except where you are a Guest Consumer, we will provide a payment receipt to you electronically via the Platform. If you are a Guest Consumer then the Merchant is obliged to provide you with a payment receipt upon request.
It is solely your responsibility to ensure that the details contained in any request by you for an outgoing payment are correct (including as applicable the payment amount, the payee’s name, account, BPAY and reference details). We are not obliged to vet the details in any way.
The above paragraph also applies where you use our “scan to pay” service to assist you in completing the details of an intended outgoing payment. Without limiting the above paragraph, you also agree that:
- the automated processes that we or our suppliers use to extract information from the relevant uploaded document (e.g. invoice) that you provide will not always interpret the uploaded document correctly;
- as a result, the extracted information that, through our “scan to pay” service, we provide to you as part of a partly or fully pre-populated proposed outgoing payment may be incorrect, incomplete or misallocated between the various sections of the proposed outgoing payment;
- before approving the outgoing payment, you must check that all the information contained in it (including any pre-populated information that we have included) is correct, complete, allocated correctly and as you intended; and
- in some circumstances we may provide a blank, or partially blank, form for an outgoing payment (including where our internal automated confidence rating regarding the extracted information is below a level that we regard, in our discretion, as acceptable) – in which case you must complete the missing data (in addition to checking, as above, any pre-populated data that we do provide).
Requests for payment
During the term of the Agreement you must:
- not request a payment unless the requested amount is currently payable to you by the person from whom you request we facilitate payment;
- not request a payment from a Consumer in relation to the supply of any goods or services unless you are the person contracted with the Consumer to supply them;
- not request a payment in advance of the supply of any goods or services to which the payment relates unless the Consumer has expressly agreed to you doing so; and
- after a requested payment for goods or services is made, promptly provide to the Consumer a transaction receipt (which may be provided electronically) that includes a transaction ID and your internet address.
Without limiting any other provision of this Agreement, if you are a Bluechain Merchant and a User makes a payment to you through use of the Services, then you must:
- inform the User, at or before the time of payment, of your legal identity (including full name, address and Australian Business Number) and do so and in a way that clearly identifies you (and not us or the relevant Payment Provider) as the supplier of the relevant goods or services;
- provide to the User, at or before the time of payment:
- a complete and easily understood description of the goods or services
- all applicable terms regarding their delivery and any cancellation, return or refund (including where involving recurring payments or trial use or subscription);
- all associated charges, costs and taxes to be paid by the User (other than any fees charged to the User by Bluechain);
- contact details for any customer questions or complaints; and
- comply with all applicable consumer protection Laws relating to the supply of the relevant goods or services, including the relevant Consumer Law and any Laws relating to e-commerce).
If you are a Bluechain Merchant then the following also apply:
- As part of your Registration you may also be required to accept and comply with additional terms relating to one or more Payment Providers. Our acceptance of your Registration, and your use of the Service, may also be conditional upon acceptance by the Payment Provider of your Registration.
- In relation to any application for your Registration or any information provided by you to Bluechain in connection with your Registration:
- the decision whether to approve your application is at our and any relevant Payment Provider’s discretion and we are not obliged to give you any reason for any decision which is made, nor will you be entitled to obtain any information obtained by us or any Payment Provider to assist in making that decision;
- we may provide that information, and any other information that we subsequently collect, to related entities of ours, any Payment Provider and any other outsourced service provider of ours;
- neither we nor the Payment Provider are obliged to verify the completeness or accuracy of the information received from you; and
- you authorise us and any Payment Provider to obtain from third parties financial and credit information relating to you, your merchant history or personal information about you, a related entity of yours, your officers, employees or agents for any purpose relating to your application or any continuing evaluation of your financial and credit worthiness.
- We can disclose information about your merchant history, any Data Breach or relevant personal information in the following circumstances:
- to any Card Scheme or to any person who is involved in any Card Scheme - information about you for any purpose related to the operation of the Card Schemes, card fraud detection agencies (including information about termination of merchant solutions and reason(s) for their termination); and
- to any state or federal law enforcement or regulatory agency whether or not we have been requested by that agency to provide such information - where we have reasonable grounds to believe that either you are involved in dishonest or criminal activity, are a victim of such activity, may have information relevant to an inquiry into such activity or have experienced a Data Breach; and
- to any person - where the law requires or permits us to do so.
- You must immediately notify us of any change to your financial position that may affect your ability to perform your obligations under this agreement.
- You must not change the name of your business or ownership of your business without giving us reasonable prior notice and must not substantially change the type of goods and services you sell without our prior written consent.
- You must only submit a transaction as a refund to a User if it is a genuine refund of a previous sale transaction.
- If for any reason the relevant Payment Provider cancels or reverses any payment from a User that we facilitated in order to make a payment to you, then you must repay the relevant amount to us on demand, together with any chargeback fee.
To use our Services you must be, and you warrant that you are:
- an individual who is at least 18 years old and is legally capable of entering into a contract; or
- a company, or unincorporated association, that is incorporated or registered in each country in which you operate; or
- a government body; or
- a partnership of any of the above
You warrant that all information that you provide to us (including in any Registration by you or any changes you make to the details you have provided to us) are and remain complete, accurate, current, true and not misleading or deceptive. To the extent that any such information includes personal information, you warrant that you have obtained the relevant individual’s consent to disclose it to us.
Except in the case of a Guest Consumer, we will register, or provide you with a username and corresponding password, or utilise the embedded access control on your device (e.g. passcode or biometric), or provide you with an access code, which together are the “Login” for your use or activation of the Services.
You must keep the Login (or any device while logged on or unlocked using the Login) secure and notify us immediately upon becoming aware that the Login or device may be lost or stolen, or becoming aware or suspecting that another person knows the Login, or has used the Login, without your authority.
You are liable for, and we may rely upon, all instructions, approvals, requests and information submitted to us using the Login, even if the information or request is submitted by a person using the Login fraudulently or without your authority. Without limiting the above, we are entitled to treat all use of the Services made using the Login as use that you have authorised, you are responsible for the payment of all Fees that arise in relation to such use, and we are not liable for any payments made from any Account of yours through use of the Login.
Authorisation by you
Where you request that we facilitate a payment by you using the Services, you expressly authorise us to request the relevant Payment Provider (if applicable) and Account Provider to debit your Account for the relevant amount and transfer it to the specified account to which payment is to be made.
You must pay us the applicable Fees (including any Convenience Fee). Unless specified otherwise:
- where we facilitate a payment by you as part of the Service, you authorise us to add any applicable Fee to the amount deducted from the relevant Account from which the payment is made; or
- where we facilitate a payment to you as part of the Services you authorise us to deduct any applicable Fee from the payment amount, or from the relevant Account to which the payment is credited
Fees not listed in the App can be found here.
The payments that are Prohibited Payments are:
- payments other than bona fide payments for goods or services supplied to or by you;
- payments to or from any individual or entity related to you - including (where you are an individual) family members or entities under the ultimate ownership or control of family members or (where you are an entity) other entities subject to the same underlying ultimate ownership or control as you; and
- payments in connection with the following Prohibited Activities where the relevant Payment Provider is a Card Scheme (n.b. the “Category” description is merely a heading and does not affect the definition): See table at the end of this document
Warranties and liabilities
To the extent permitted by law:
- we do not promise you continuous or uninterrupted access to any of our Services;
- we do not warrant that any of our Services will be suitable for you or your intended use of them;
- we are not responsible or liable for any Account Provider or Payment Provider declining or refusing to make any payment;
- we do not promise that any payment requested or approved by you using the Services will occur within a particular time (although we will endeavour to procure that it happens in a timely manner);
- unless we are the Merchant, we are not responsible or liable for any refund of any payment that is subsequently requested or required by any Account Provider;
- unless we are the Merchant, we are not responsible for any Merchant or payee or for anything provided by them, and do not guarantee the delivery or quality of any goods or service which they may provide to you; and
- you agree that although all payments effected using the Services will appear immediately in the transaction records displayed by the Platform, we do not control how quickly they will be effected, or shown in the transaction records provided by your Account Provider (or any other person’s Account Provider) and that, depending on the relevant Account Provider, it may take up to several days for such payments to be effected or appear in the transaction records provided by the Account Provider
Exclusion of other terms
We will provide the relevant Services to you with due care and skill. Otherwise, to the extent permitted by law, and except as expressly provided in the Agreement, all terms, conditions, warranties and representations (in each case whether express, implied, statutory or otherwise) relating in any way to the Services, the Platform or the Agreement are excluded.
General limitation of liability
Without limiting exclusions stated in the Agreement, to the extent permitted by law, any liability of ours in connection with the Services, the Platform or the Agreement under any condition or warranty that by law cannot be excluded, under any consumer guarantee or other right under any law, or on any other basis (including contract or negligence), is, where permitted by law, limited at our option to the resupply of the relevant Service or the payment of the cost of same.
Exclusion of categories of loss
The following applies only to the extent permitted by law. We exclude all liability in respect of any indirect or consequential Loss suffered or incurred by you, in relation to the Platform or Services, any delay or failure in providing them, or otherwise under or in connection with the Agreement, and in any event (including where amounting to a direct loss) for any loss of interest earned on any Account of yours, any interest charged to you by any person, any lost profits or goodwill or any corrupted data.
Without limiting the above, to the extent permitted by law our total liability to you on any basis (including in contract or negligence) relating in any way to the Services or the Agreement is limited to the amount of Fees (if any) actually paid by you to us under the Agreement directly in connection with the payment or circumstances giving rise to that liability.
Things outside our control
To the extent permitted by law, we exclude all liability in relation to any fault or failure in the supply of the Services involving any act, omission or event outside our reasonable control, including any equipment failure, power failure, fire, flood, water, labour dispute or shortage, utility curtailment, explosion, emergency, civil disturbance, war, act of God, governmental action or act or omission of any Supplier or other person. If we become aware of any such fault or failure, we will use reasonable endeavours to address it.
To the maximum extent permitted by law, you hereby indemnify us and must keep us indemnified against all claims or demands (including all legal fees) from, or liability or debt to, any third party incurred by us as a result of any breach by you of the Agreement, or your breach or infringement of the law or rights of any third party as a result of, or in connection with, your use of any of our Services or the Platform.
This indemnity may be enforced by us before and without incurring any expense or making any payment to any person.
Without limiting the above, in connection with any Prohibited Payment made by you, or in your name, using our Services or the Platform, the above indemnity includes the obligation to reimburse us for:
- any resulting liability or debt of ours to the relevant Payment Provider; and
- if a related payment by you, or on your behalf, to us on behalf of a NonBluechain Merchant Account Holder or Payee Account Holder is for any reason cancelled or reversed by the applicable Payment Provider, then the obligation to reimburse us for any corresponding payment made by us to the Non-Bluechain Merchant Account Holder or Payee Account Holder.
Termination and suspension
Termination without cause
You may at any time, without any reason, terminate the Agreement by giving us at least 7 days prior written notice. We may at any time, without any reason, terminate the Agreement by giving you at least 30 days prior written notice.
Termination for cause
Either you or we may terminate the Agreement with immediate effect by notice to the other if either the other party remains in unremedied breach of the Agreement after 7 days notice from the terminating party specifying reasonable details of the breach, or the other party is, or becomes, the subject of any Insolvency Event.
Effect of termination
The termination of the Agreement will not affect the accrued rights of either party as at the date of termination. Clauses 1, 2, 3, 5, 6, 7, 8, 9 and 11 of this document, and the applicable Facility Terms, will survive the termination of the Agreement, as will any other provision of the Agreement that by its nature is intended to survive termination.
Suspension, restriction or modification of Services
We may suspend provision of any or all Services to you, or place limits or restrictions on any of the Services that we provide to you, in our discretion at any time, either in advance by notice to you or with immediate effect in which case we will endeavour to notify you promptly afterwards.
From time to time we may modify the Services (including by making additions or deletions) without notice to you. We do not ordinarily intend to reduce the functionality of the Services as a result of any change, but may do so.
We may amend the Agreement (including any of the documents comprising it) in any way at any time. We will give notice by publishing a notice of the amendment on our website, and where practical will also send you a notice via email or make a notice available on the Platform. In each case the notice will state when the amendment takes effect.
If in our reasonable opinion the amendment will benefit Users or is likely to have an immaterial impact on Users, then we may make it with immediate effect.
We warrant that if the amendment involves a change to the Agreement that is both material and likely to be adverse to Users then the amendment will not take effect earlier than 30 days after the date on which we issue the notice on our website. If the amendment is required by law, or is necessary for security reasons to prevent fraud or for technical reasons, then the amendment may take effect earlier, in which case we warrant instead that we will attempt to issue the notice on our website at least 3 days in advance of the amendment taking effect unless, due to the nature of the amendment, in our view that is impractical or undesirable, in which case we warrant that we will issue the notice on our website as much in advance (up to 3 days) as we determine to be practical and desirable.
The effective period of notice of an amendment may be less than the period indicated above if you do not access our website, check your email or use the Platform during part or all of the period indicated above.
Your continued use of the Services constitutes your acceptance of any amendment of this Agreement. If an amendment is unacceptable to you then you may terminate this Agreement in accordance with clause 7.
Any notice or other written communication given under or in connection with the Agreement by either you or us to the other must be sent by ordinary prepaid mail or email to the corresponding address below, unless either party notifies the other of a change of the relevant address. We may also send notices to you via the Platform.
Notices by us to you by prepaid mail or email will be addressed as set out in your Registration.
Notices by you to us by mail should be addressed to:
Bluechain Pty Ltd
Level 11, 555 Lonsdale St
Melbourne, Victoria 3000
Bluechain International Ltd
16 Great Queen Street
London, WC2B 5AH
Notices by you to us by email should be addressed to: firstname.lastname@example.org
Each party must ensure that at all times the email address applicable to it under this clause is current, and endeavour to ensure it is operational.
An email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.
The Agreement is to be construed according to, and is governed by the laws of the country in which the User is subscribed:
For Australia: This agreement is to be construed according to, and is governed by, the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria in relation to any dispute arising under this agreement.
For the UK: This agreement is to be construed according to, and is governed by, the laws of England and Wales. The parties submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising under this agreement.
Assignment and subcontracting
You may not transfer or assign any of your rights or obligations under the Agreement to any other person. We may transfer or assign the Agreement, or our rights and obligations under it, to any person but will notify you if we do so. We may subcontract our obligations under the Agreement.
The Agreement (and the Licence Agreement) constitutes the entire agreement between you and us in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and, except as expressly provided, each party warrants that it has not relied on any arrangement, agreement, representation or understanding which is not expressly set out in the Agreement (or Licence Agreement) or incorporated by reference.
In the Agreement:
- Words importing any gender include the other genders.
- Headings will be ignored in construing this document.
- Use of inclusive terms such as “includes” or “including” must be read as “includes, without limitation” or “including, without limitation”.
- Words importing the singular include the plural and vice versa.
- References to persons include corporations.
- References to writing include any mode of representing or reproducing words in tangible or visible form, and include email transmissions.