1. How INKPAY works
We provide tattoo studios registered with us with a buy now pay later service which their customers can choose to use to pay for purchases by instalments. This is how it works:
You apply to register with us by accepting these INKPAY Supplier Terms and giving us the information and documents we need for us to consider whether we will accept your application e.g. a tattoo operator licence, company certificate or information like a health and safety certificate;
We will notify you whether we accept your application to register with us. Once we notify you that you are registered, you can give customers the option to pay for purchases using our buy now pay later service;
When customers choose to pay using our buy now pay later service, you submit an invoice to us containing information about the purchase including the purchase price. You cannot add any fees or charges to the purchase price for you making our buy now pay later service available to your customers;
If we approve the purchase, and if we offer the customer OUR SERVICES, we send the customer a payment plan which shows the customer the amount of payments they will make and the due dates;
If the customer accepts the payment plan, we will immediately attempt to take a 40% deposit of the purchase price from the customer’s debit or credit card or bank account. If that deposit is paid, we will notify you and the customer that the instalment plan has been activated;
We will pay you the purchase price, less our fees and any amounts you owe us, on the day of the purchase at 4pm. If the purchase has not cleared in our system by 4pm that day, we will pay you by 4pm the next day; and
In your online Account, you can view information about transactions made through our service, including the amount of our fees.
We provide the following services (the Services) to you:
At our discretion, we give your customers (as registered users of INKPAY) the option to pay for your goods and services using our ‘buy now pay later’ service (referred to as the Buy Now Pay Later Service throughout this Agreement);
At our discretion, we MAY PROMOTE YOUR BUSINESS BY POSTING advertisements, information and offers on our website, our mobile app, our social media accounts, and in marketing communications that we send to customers;
An Account, in which you can view information about purchases your customers have made using our Buy Now Pay Later Service, and view other information including our fees;
AT OUR DISCRETION, WE MAY MAKE FUTURE PRODUCTS AND SERVICES AVAILABLE, TO INCLUDE A LAST-MINUTE BOOKING FUNCTION AND A GLOBAL HR FUNCTION, OF WHICH YOU WILL BE ABLE TO OPT-IN
This Agreement governs the provision of our Services to you. Your use of the Services is conditioned on your acceptance of and compliance with this Agreement, and us accepting your application to register with us.
By registering as an INKPAY Tattoo Studio (supplier) you are indicating you accept this Agreement, you engage us to provide the Services and agree to be bound by this Agreement.
Once you accept this Agreement, it will be legally binding on you and us.
You should also read the following, which form part of this Agreement and you will also be bound by:
3. Processing payments
You must provide us with an itemised INKPAY invoice for a customer’s purchase if the customer chooses to use our Buy Now Pay Later Service. The itemised INKPAY invoice is generated by you, inside our web-app, and must include the cost of each item. You MUST have received a unique ‘APPROVAL’ email from us, directly in relation to the associated invoice, before commencing to provide the service to a customer. In the event of any discrepancy, this APPROVAL email will need to be presented to us.
You agree and acknowledge that us providing our Buy Now Pay Later Service to your customers is subject to our assessment of the customer’s capacity to make payments and to us approving the purchase. If we decline a customer’s request to use our Buy Now Pay Later Service, the customer can only make payment to you by another means, and we accept no liability in this circumstance.
Where we provide our Buy Now Pay Later Service to a customer, we will pay you the total purchase price as listed on the INKPAY invoice, less our fees and any amounts you owe us, on the same day by 4pm. If that is not possible due to processing times , we will pay you the next day by 4pm. Payments may take up to 3 business days to appear in your account and this is dependent on the Australian banking system.
We make all payments to your account in Australian Dollars.
You must pay us our Fees. We will deduct the amount of our Fees from each payment of a purchase price we make to you.
The Fee on each purchase you must pay us is dependent on the total amount of the purchases your customers made using our Buy Now Later Service during the previous calendar month. We will call the total amount of these purchases Revenue. Our Fees are as follows:
|Revenue (inc.GST) during a calendar month||Our Fee on each purchase during the next calendar month|
|$0 - $5,000.00||12%|
|$5,000.01 - $10,000.00||10%|
The Revenue is calculated for a calendar month by adding together the total purchases your customers make using our Buy Now Pay Later Service from the first calendar day of the month to the last calendar day of the month.
In the first calendar month that you register with us, our Fees payable by you are 12% of the sale/INKPAY invoice price.
Our Fees payable by you on each purchase during any given calendar month, after the first month you register with us, are determined by reference to the Revenue for the previous calendar month.
You register with us in March. In March (1st March–31st March) our Fee payable by you on each purchase a customer makes using our Buy Now Pay Later Service are 12%. If a customer makes a purchase of $500 in March using our Buy Now Pay Later Service, we pay you $440 for the purchase i.e. $500 less our Fee of $60 (12%).
In March, your customers make total purchases of $5,001 using our Buy Now Pay Later Service.
Since the Revenue for March (1st March – 31st March) is $5,001, our Fee in April (1st April – 30th April) is 10% on each purchase made in April using our Buy Now Pay Later Service.
In April, a customer makes a $500 (incl. GST) purchase using our Buy Now Pay Later Service. We pay you $450 (incl. GST) for that purchase i.e. $500 less our Fee of $50 (10%).
In April, the Revenue is $4,000.
Our Fee payable by you on each purchase a customer makes in May using our Buy Now Pay Later Service is 12%.
We will also deduct from any purchase price any amounts you owe us e.g. as a result of refunds you give customers.
5. No on-charging of fees
You must not under any circumstances impose any extra fees, charges, interest, or surcharges on customer purchases for using our Buy Now Pay Later Service. You may increase your fees generally to cover your costs, but you may not offer a “discount” price for customers who do not use the Buy Now Pay Later Service.
If we suspect that you have breached this clause, we may at our absolute discretion terminate this Agreement.
6. Our promotional service
From time to time, and at our absolute discretion, we may market your advertisements, artwork, special promotions, or other activities and information on our website, mobile application or social media accounts.
7. Your promotional service
You are permitted to make our Buy Now Pay Later Service available to your customers in accordance with this Agreement and Applicable Law.
If you make representations to customers the Services we provide, you must do so accurately including accurately disclosing the number of instalments a customer is required to make, and disclosing any other information we provide you from time to time in respect of our arrangements with customers.
You can only promote that you make our Buy Now Pay Later Service available to customers in accordance with instructions that we give you.
8. Your obligations
Not represent that you act on behalf of, or as agents for, us;
Not engage in any misleading or deceptive conduct in relation to the Buy Now Pay Later Service;
Provide us with accurate, correct and valid information that we require and promptly notify us of any changes;
Make payments of any amounts you owe us in full under the Agreement without any set-off e.g. where a purchase is refunded or cancelled;
Provide us with any documentation and information we need to confirm your eligibility to register with us e.g. any licenses or health and safety certificates, and promptly notify us of any changes to this information; and
Provide us with your promotional material and information that you know to be true and not likely to mislead or deceive customers.
9. Our intellectual property
You acknowledge and agree that our Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorised by us or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.
We grant you a non-transferable and non-exclusive right and license to use our Service, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in our Service. You agree not to modify the Service whatsoever in any manner or form, including (without limitation) for the purpose of obtaining unauthorised access to the Service.
10. Trademark information
Our logo, trademarks and service marks and other product and service names (the Marks) are trademarks of ours. Without our prior permission you agree not to display or use in any manner, the Marks.
You are authorised to use our logos or marks only on your promotional materials and websites to indicate that we are a buy now pay later service customers may choose to pay for your goods or services. We provide an INKPAY brand/style-guide which must be adhered to when using our logos or marks.
By mutual consent, we may publish your corporate name, logo, information, and promotional material on our website, mobile app, social media accounts, and in our promotional materials.
This Agreement does not create any agency, partnership, joint venture or employment relationship between you and us. In the performance of your and our respective obligations in this Agreement, parties are independent contractors.
Neither party shall bind the other party to any contract or performance of obligation, nor shall neither party represent to any third party that it has the right to enter into a binding obligation on the other party's behalf.
12. No resale or duplication of Services
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of our Services, use of the Buy Now Pay Later Service, or access to our Services other
13. Refunds, credits and cancellations
If a customer is entitled to a refund, you must refund the purchase price to us, less our Fees, and the amount of any instalments the customer has made to us for the purchase price.
You are responsible for the delivery and quality of the goods or services you provide and that they are fit for purpose and match their description, and remain liable under the Australian Consumer Law.
This clause Cancellations, Refunds and Delivery survives the termination of this Agreement.
You agree to indemnify and hold us, and our subsidiaries, affiliates, officers, agents, or other partners, and employees, harmless from any claim or demand, including but not limited to any claim by a third party for defamation, including reasonable legal fees, made by any third party due to or arising out of your use of the Services, your violation of the Agreement, or your violation of any rights of another.
15. Disclaimer of warranties
You expressly understand and agree that:
Except as otherwise set out in this Agreement, the Service is provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non- infringement.
We make no warranty that:
The Service will be uninterrupted, timely, secure, or error-free;
The results that may be obtained from the use of the Service will be accurate or reliable; and
Any errors in the software of the Service will be corrected.
16. Limitation of Liability
You expressly understand and agree that we shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:
The use or the inability to use the Service;
The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;
Unauthorised access to or alteration of your transmissions or data;
Any use of marketing materials or intellectual property provided to us by you for any purpose; Statements or conduct of any third party on the Service; or
Any other matter relating to Service or any other service.
17. No third party beneficiaries
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
18. Modifications of Service
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any service we provide to you under this Agreement.
Where the Privacy Act applies to you, then you agree you will comply with the Privacy Act 1988 (Cth) including the requirements of the notifiable data breaches scheme.
You will immediately notify us when you suspect or believe there has been unauthorised access to, unauthorised disclosure of, or loss of, any personal information held by you.
You will, when requested by us:
Provide any assistance or information to the us to the extent permitted by law;
Undertake and complete an investigation into the data breach and report on the outcome to us before contacting any other party;
Cooperate with us to notify the Office of the Australian Information Commissioner (OAIC) of a data breach; Allow us to have first right of contact of with any customer that may have been affected by a data breach; Notify an affected individual and/or the OAIC of the data breach; and
Take any other actions (including remedial actions) reasonably required by law.
You will not notify an affected individual or the OAIC of a data breach (unless directed to by the OAIC) without providing information about the notification to us for review and approval. We have the right to decide if it will make the notification, and if we do make the notification, you agree not to make the notification.
We undertake to make a decision about making a notification to the OAIC submitted for review and approval 10 business days.
Nothing prevents you from notifying the OAIC if we fail to provide approval in accordance with this clause. No part of this clause applies if the Privacy Act does not apply to you as a matter of law.
You agree that we may, under certain circumstances and without prior notice, immediately terminate this Agreement and the Service. Cause for such termination shall include, but not be limited to:
Breaches or violations of this Agreement or other incorporated agreements or guidelines; Requests by law enforcement or other government agencies;
A request by you;
Discontinuance or material modification to the Services (or any part of the Services);
If we suspect that you have on-charged the customer for using our Service;
Suspected fraud, legal, regulatory or non-payment risks;
If we suspect you cease to hold any licence or certificate or approval that we require you to hold e.g. tattoo licence or health and safety certificate;
Technical or security issues or problems;
Extended periods of inactivity and/or failure to meet our minimum turnover policies; and
Where we reasonably consider it necessary.
Termination of the Agreement includes: Removal of access to the Services, and Barring further use of the Services.
Further, you agree that all terminations for cause shall be made in our sole discretion and that we shall not be liable to you or any third-party for any termination of this Agreement or the Service.
21 You have no right to set off
You are not entitled to set off any amount that you believe is owed to you under this Agreement. In the event you believe there is an amount owed to you, you agree to follow the Dispute Resolution Processes described in this Agreement.
22. Changes to this Agreement
We can change this Agreement or any part of it, including the amount of our Fees (including as a result of any increase in GST) or impose new fees and charges at any time without your consent. We may make reasonable and proportionate changes to take account of:
Changes, or anticipated changes, in any law or other requirement, in guidance or industry practice;
A decision of a court, ombudsman or regulator; Changes in our systems or products; or Changes in the cost of us obtaining credit.
If we change the Agreement under this clause, including by adding additional charges, and you do not agree with the changes or charges, you have the right to immediately end this agreement without cost or penalty to you.
We will give you written notice of the changes 14 days before they are to take effect.
The payment amounts specified in this Agreement for all taxable supplies made or to be made under this Agreement are inclusive of GST (if any).
24. Recipient Created Tax Invoices
We will issue recipient created tax invoices (RCTIs) in respect of all taxable supplies made by you to us under or in connection with this Agreement by close of business for all taxable supplies occurring that day.
You will not issue tax invoices in respect of any taxable supplies for which you have received a RCTI from us.
We will not issue a document that would otherwise be a RCTI, on or after the date when we or you have failed to comply with any of the requirements of any determination made by the Commissioner of Taxation under subsection 29-70(3) of the GST Act.
Both parties acknowledge that they are registered for GST and agree to maintain such registration until all monies payable under or in connection with this Agreement are paid and undertake to immediately notify the other where either ceases to be registered for GST.
25. Dispute Resolution
The parties must attempt in good faith to resolve any dispute between them in connection with this Agreement by negotiation.
If any dispute cannot be resolved by negotiation between the parties within 10 days or such further period as the parties agree is appropriate, then within the following 10 days the parties must seek to agree on the procedural rules and a timetable for resolving the dispute through mediation by a mediator agreed upon by the parties, or if the parties cannot agree, a mediator appointed by the Australian Disputes Centre or any body which replaces it.
A party may not commence court proceedings or arbitration (other than an urgent interlocutory application) relating to any dispute arising from this Agreement unless that party has first made genuine attempts to resolve the matter through negotiation and mediation.
26. General Information
Assignment – Either party may assign, transfer or novate any of their rights or obligations
under this Agreement with the written consent of the other party.
Choice of law and forum – The Agreement and the relationship between you and us shall be governed by the laws of the State of Queensland without regard to its conflict of law
provisions. You and us agree to submit to the personal and exclusive jurisdiction of the courts located within Queensland.
Counterpart - This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Waiver and severability of terms – The failure of us to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision
of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
No right of survivorship and non-transferability – You agree that the Service and this Agreement is non-transferable.
Notice - We may provide you with notices, including those regarding changes to the Agreement, by email or regular mail or postings on your Account.
Statute of Limitations – You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the Agreement are for convenience only and have no legal or contractual effect.
Account means the online account we provide for you to view information about payments
made by your customers under our Buy Now Pay Later Service.
Applicable Law means all Acts, Regulations, Codes of Practice and any relevant circular, directive, policy statement and the like issued by any government or industry body which apply to credit activities.
Goods and Services means any goods or services sold by you to customers.