Terms and Conditions
Opypro Trade Customer Terms & Conditions
Opypro Holding Pty Ltd (ABN 39 668 298 217) ("Opypro Holding", "we", "us" or "our") is a payment solution provider which, amongst other things, provides software and credit solutions to enable its clients to manage trade credit accounts in either the form of the full platform product ("Full Platform"), the transaction module product ("Transaction module") or the Onboarding-only product ("Onboarding module") (such solutions being referred to as "Opypro"). This Agreement applies to the Full Platform, Transaction module and the Onboarding module, unless it is expressly stated otherwise (as the context permits).
By ticking the "I agree to the Opypro Trade Customer Terms & Conditions" box, registering your details with us, submitting an Application, accessing or using Opypro and any Modules or components you access or use, or acquiring any other Products or services under this Agreement, you acknowledge that: (i) you have read and understood this Agreement, (ii) you are an Authorised Representative of the Trade Customer and capable of binding the Trade Customer, and (iii) you agree to this Agreement on behalf of yourself and the Trade Customer. If you do not agree, then you must immediately cease using Opypro and we will terminate your access and use of Opypro and cease providing Products and services.
1. Your Application
1.1 You may apply for a Trade Account with a Supplier via the Application Portal.
1.2 In relation to the undertaking of any and all required due diligence on you, this may include:
(a) credit, probity, AML-CTF and other checks;
(b) know your customer assessments; and
(c) verification of your identity.
1.3 You will co-operate with us and promptly answer all questions and supply all information we require in undertaking our due diligence.
1.4 Your Application will be assessed on the basis of our due diligence and against the relevant Approval Criteria.
1.5 We, or the Supplier, may accept or decline your Application and set Credit Limits in the Supplier's or our absolute discretion and we will advise you accordingly.
2. Trade Account
2.1 If your Application for a Trade Account is successful, the relevant Supplier will establish your Trade Account.
2.2 If the relevant Supplier uses Opypro to manage your Trade Account then you too will be entitled to access and use certain elements of Opypro (including the Trade Customer Portal for the Full Platform), in accordance with this Agreement. If so, then the following will apply for the Full Platform, Transaction module, and not to the Onboarding module, unless expressly stated in this Agreement otherwise:
(a) We will debit your Trade Account for the purchase price of the Products or services you, or your Personnel, acquire from the relevant Supplier using your Trade Account;
(b) If authorised in writing by a relevant Supplier, we will credit your Trade Account for the refund amount of any Products or services you or your Personnel return to the relevant Supplier;
(c) When you make a payment in connection with your Trade Account to the relevant Supplier your Trade Account will be credited for the amount that you pay;
(d) We may undertake other backend processes and operations in respect of your Trade Account, including the handling and storing of data, processing transactions, processing payments/direct debits, reporting and reconciling (but this will also apply to the Onboarding module, whereby the handling of data will also be applicable);
(e) You can access the Trade Customer Portal to view your transaction history and current balance; and
(f) We may send you periodic statements, reminders, notices of default and other communications from time to time.
2.3 The following will apply for the Full Platform, Transaction module, and not to the Onboarding module: (a) You and your Personnel may not be able to use your Trade Account with a relevant Supplier to acquire further Products or services if you exceed, or will exceed, the Credit Limit under clause 21.12. If so, you or your Personnel will need to use an alternative means of payment acceptable to the relevant Supplier so as not to exceed, or until such time as you no longer exceed that Credit Limit.
2.4 You may be required to agree to terms and conditions or a contract issued by each relevant Supplier from time to time ("Supplier T&Cs"). Except as otherwise provided in this Agreement, the Supplier T&Cs are between you and the Supplier and do not bind us.
2.5 You will be responsible for your interactions with the Supplier, and complying with and, if applicable, paying the Supplier in accordance with the Supplier T&Cs.
3. Supplier Credit Limit
The following will apply for the Full Platform, Transaction module, and not to the Onboarding module:
You and your Personnel may not be able to acquire further Products or services from a particular Supplier if you exceed, or will exceed, your Credit Limit under clause 21.12, at the election of the Supplier. If so, you or your Personnel may need to use an alternative means of payment acceptable to the relevant Supplier so as not to exceed, or until such time as you no longer exceed, that Credit Limit. Any request to increase or decrease your Credit Limit must be submitted through Opypro, however any change to your Credit Limit remains entirely at the discretion of the relevant Supplier, who is the ultimate provider of credit. For the avoidance of doubt, the granting of your Credit Limit will be with the particular Supplier and not Opypro.
4. Your Rights to use Opypro
4.1 Subject to the approval of your Application/s, your prompt payment of monies and your compliance with, and observation of, any limitations imposed under this Agreement or your Trade Account or the Supplier T&Cs, we grant you a non-exclusive, non-transferable, revocable, limited right to access and use Opypro (in part or full) for the sole purpose of you applying for, and if granted using, a Trade Account.
4.2 References in these terms to 'access' to or 'use' of Opypro means, in the case of software, including the Application Portal and Trade Customer Portal, accessing or using its functionality remotely over the internet provided the reference to 'Trade Customer Portal' will only apply for the Full Platform, Transaction module, and not to the Onboarding module.
4.3 You acknowledge that we do not supply, deliver, install or otherwise make available, and you are not entitled to receive or install, any physical copies of software, source code, object code, development tools or other components or materials of Opypro other than downloadable 'app' style versions of Opypro that we may make available from time to time.
4.4 Certain software or their features and functions might be subject to usage, time, bandwidth or other restrictions or limitations.
4.5 You are solely responsible for obtaining, provisioning and maintaining the devices, equipment, hardware, software, operating systems, network infrastructure, telecommunications services, internet connectivity, third-party services and the like needed for you and your Personnel to access or use the Opypro. This responsibility includes ensuring that such items remain compatible with Opypro, are kept in good working order, and meet any technical, security or configuration requirements that we specify from time to time. We have no obligation to supply, support, configure or maintain any of these items on your behalf.
4.6 You are also responsible, at your cost, for maintaining the integration and data exchange (if any) between your computer system and Opypro.
4.7 Access to, and use of, Opypro may be delayed, impaired, suspended or prevented by a variety of factors that are beyond our control e.g. environmental or site conditions, failures or limitations in your systems, equipment, devices, software, or network infrastructure, user error, interruptions, problems with your equipment or internet connectivity, or the performance or availability of third-party services. Such factors, whether temporary or ongoing, do not constitute defects in Opypro and do not give rise to any obligation on our part to remedy, support, or compensate for their effects.
4.8 Notwithstanding anything else in this Agreement, we may customise, modify, enhance, adapt, update or replace Opypro in our discretion, and references in these terms to 'Opypro' includes such customisation, modification, enhancement, adaptation, update or replacement.
4.9 We may provide you with technical support (via email or trouble ticket), from time to time, as indicated on our website.
5. Your Obligations & Restrictions
You agree to:
5.1 only use, or attempt to use, Opypro in accordance with this Agreement;
5.2 only use, or attempt to use, Opypro in your own right and not on behalf of or in imitation of a third-party;
5.3 comply with the current editions of Documentation we provide or make available to you and reasonable directions that we may issue from time to time regarding your use of Opypro, including any Acceptable Use Policy;
5.4 promptly inspect and report to us any errors, defects or malfunctions that you experience or observe;
5.5 not use Opypro or any of our know-how or information you obtain for outsourcing, service bureau, resale or other commercialisation purposes;
5.6 not do, attempt to do, or refrain from doing, anything intended, designed or reasonably likely to damage, disrupt, impair, interfere with, or otherwise jeopardise Opypro or related systems or infrastructure, or our ability to provide you or others with access to Opypro or our services. This includes any conduct that degrades performance, compromises security, circumvents technical protections, introduces malicious code, overloads or stresses systems or otherwise affects the integrity, availability, or proper operation of Opypro;
5.7 not attempt to gain unauthorised access to Opypro, related systems or another customer's data;
5.8 not purport to grant any interest in, sub-licence of or derivative right to use Opypro, except as permitted by clause 4.1;
5.9 complete the necessary steps and processes, including the Application process and handling of Customer Data, necessary to access and use Opypro and your various Trade Accounts;
5.10 cooperate with us in good faith and provide commercially reasonable assistance and timely access to materials that we reasonably require;
5.11 provide timely instructions, decisions and approvals;
5.12 comply with all applicable laws, including intellectual property and privacy laws;
5.13 be responsible (that is, we are not responsible) for Customer Data, including its accuracy, completeness, legality, reliability, integrity and suitability for use. This responsibility applies even where you request us to Handle, process, transmit, store, display or otherwise deal with such Customer Data on or via Opypro for you or on your behalf, or integrate the Customer Data to third-party platforms including your Suppliers. You are also responsible for your Personnel's or any third-party's creation, modification, contribution, or reliance upon of, or reliance on, Customer Data (in part or full). Our involvement in handling or transmitting Customer Data does not transfer responsibility to us, and we have no liability arising from Customer Data or from your or any third party's use or reliance on it;
5.14 ensure that your Application and Customer Data is:
(a) accurate, complete and honest; and
(b) not defamatory, discriminatory, harassing, insulting, libellous, obscene, racist, slanderous or otherwise offensive, harmful or unlawful;
5.15 maintain and action:
(a) the accuracy, completeness, correction and deletion of; and
(b) any required permissions and opt-in or opt-out requests from,
your users, members or third parties whose details or personal information might be Handled with, via, on, to or from Opypro; and
5.16 be responsible and liable for the use of Opypro by your Personnel and ensure that your Personnel do not do, or fail to do, anything that would breach this Agreement if you did, or failed to do, that thing.
6. Third Party Integrations
6.1 Opypro is a B2B system to be accessed and used by you on the one hand, your Suppliers on the other hand and us as an intermediary between the two of you.
6.2 You authorise us to communicate your Customer Data with Suppliers and third-parties for the purpose of assessing your Application, enabling you to use and access Opypro and enable us to perform this Agreement, including to undertake due diligence on you, verify your identity and establish your credit worthiness and any Credit Limit.
6.3 If necessary, you must maintain your Trade Account with Suppliers and ensure that you understand and comply with any usage policies, restrictions and limitations or terms and conditions imposed by those Suppliers.
7. Documentation
7.1 We may provide you with access to Documentation.
7.2 You must use Opypro in accordance with the Documentation, failing which your access and use of Opypro may be impaired or suspended.
7.3 You may make a reasonable number of copies of the Documentation to support your permitted use of Opypro.
7.4 Documentation is our Confidential Information and intellectual property and is provided to you by way of licence for the Term. You must dispose of any such Documentation provided once your use of Opypro ceases.
8. Administrative Credentials
The following clauses 8.1 - 8.3 will apply for the Full Platform, Transaction module, and not to the Onboarding module:
8.1 We will issue you and your Personnel with "Administrative Credentials" (i.e. user names and passwords) to allow you to set up user permissions for your Personnel within Opypro and if applicable, to access certain data about the use of Opypro by your Personnel.
8.2 You are responsible for keeping your Administrative Credentials confidential and may only disclose them to your Personnel on a need-to-know-basis. You are solely responsible for the activities performed by you, your Personnel and third parties using your Administrative Credentials.
8.3 You agree to promptly notify us in writing if you become aware that an unauthorised third-party has become aware of your Administrative Credentials, so that they can be de-activated and replacements issued.
8.4 Without limiting clause 5.16 or this clause 8, you agree that the acts and omissions of your Personnel are taken to be your acts and omissions and you will be liable accordingly.
9. Pricing, Payment & Fulfillment
9.1 Your access and use of Opypro, or its features, might be subject to Credit Limits or other restrictions or limitations.
9.2 Invoices will be emailed to you or to your Authorised Representative, for payment by the payment methods shown on such invoices or you can request payment via credit card or other payment method.
10. Security
Nothing in this Agreement creates or evidences a security interest (as defined in the PPSA) in favour of Opypro Holding. The parties agree that the PPSA does not apply to this Agreement and Opypro Holding is not required to register any interest on the PPSR on the basis that Opypro Holding does not take, hold or rely on any security interest in the Trade Customer's goods, receivables or other personal property.
11. Ownership
11.1 We acknowledge and agree that as between the parties, you are the exclusive owner of and entirely responsible and liable for Customer Data.
11.2 You grant us, and our Related Entities, Personnel and subcontractors, and any Supplier with which we have entered a contract, an irrevocable, perpetual, royalty free, transferable, sub-licensable and non-exclusive license and right to communicate, copy, distribute, edit, host, integrate, modify, store, summarise and use Customer Data to the extent reasonably required to perform this Agreement, make Opypro available for your access or use, fulfil a Trade Account, fulfil any duty or obligation your or we owe to a Supplier, or as required by law or regulatory direction.
11.3 Subject to clause 11.1, you acknowledge and agree that, as between the parties, we are the sole and exclusive owner of all right, title and interest (including Intellectual Property Rights) and know how in and to Opypro. This includes all components, layers and elements used to provide, access, support, operate and use Opypro, such as Documentation, training materials, design libraries, APIs, development tools, website and interface assets, technical documentation, support technologies, methodologies, processes, templates, configurations, and any similar or derivative materials, whether existing now or developed in the future. Nothing in this Agreement transfers, assigns, licenses or otherwise grants you any rights in or to Opypro or its components except the limited rights of access and use expressly set out in this Agreement.
11.4 Our ownership of Opypro extends to Updates, suggestions for Updates (whether or not requested by, or specifically developed for, you) and new material developed while you access or use Opypro, but excludes Customer Data.
11.5 You must not yourself, directly or indirectly, allow or cause a third-party to, reverse disassemble, decompile or reverse engineer the whole or any part of Opypro or any locking or security device used or supplied with Opypro or otherwise attempt or allow any other party to attempt to decode or obtain the algorithms by which Opypro perform functions.
12. Security
12.1 We use commercially reasonable efforts to keep Opypro secure so that your use of and the data you transfer to or from Opypro is not accessible by unauthorised third parties. You are responsible for the security, care and safekeeping of your use and access to Opypro or any aspect of it loaded onto or accessed via your, your Personnel's or your third-party provider's hardware, devices, equipment or servers.
12.2 We endeavour to protect our equipment and Opypro against viruses, malware, ransomware, cyber-attacks, trojan horses, worms, time bombs and other similar harmful code or actions which may affect Opypro, as well as vulnerabilities which may expose our equipment and Opypro to the risk of intrusion or attack ("Attacks"). We do not, however, guarantee such protection.
12.3 You agree to take reasonable steps to prevent Attacks or unauthorised access to Opypro, for example, by keeping your Administrative Credentials confidential and installing and maintaining anti-virus software on your hardware, devices or equipment.
13. Confidentiality & Privacy
13.1 Each party ("recipient") will, and agrees to ensure that its Personnel, Related Entities, agents, sub-contractors and advisers:
(a) keep confidential, all Confidential Information provided by the other party ("discloser") in connection with this Agreement or which the recipient otherwise obtains access to in connection with this Agreement;
(b) only use Confidential Information for the purposes of performing its obligations and exercising its rights under this Agreement;
(c) only disclose Confidential Information to Suppliers, the recipient's Personnel, Related Entities, agents, sub-contractors and advisers on a 'need to know' basis to the extent required to perform its obligations and exercise its rights under this Agreement; and
(d) except as set out in this clause, or as required by law or in order to comply with the requirements of any stock exchange, not disclose Confidential Information without the prior written consent of the discloser acting in its absolute discretion.
13.2 We will comply with our privacy policy. Each party must comply with its respective obligations under any privacy laws or regulations that apply to such party, including (if applicable) the Privacy Act 1988 (Cth). Without limiting the foregoing, you must provide all required disclosures to and obtain all required consents from each person in respect of any personal data or information of that person ("PI") that you Handle or provide to us or upload to or enter into Opypro or that's contained in Customer Data and you hereby authorise us and our Affiliates, on your own behalf and on behalf of each of those persons, to handle and deal with that PI as we see fit in the performance of this Agreement, including in the exercise of our rights and fulfilment of our obligations under this Agreement.
13.3 Subject to clauses 13.4 and 13.5, on termination or expiration of this Agreement for any reason, the recipient will, upon request of the discloser, return to the discloser or destroy all Confidential Information of the discloser in the recipient's possession.
13.4 The recipient may retain a copy of the discloser's Confidential Information to the extent required to comply with its legal obligations and record keeping requirements. If the recipient does so, it must continue to protect the Confidential Information in accordance with these terms.
13.5 In certain circumstances:
(a) we might not be able to return, destroy or maintain copies of all Confidential Information, particularly if stored in databases or provided to Suppliers, and if so, then we are not obliged to comply with clause 13.3; and
(b) returning Confidential Information, particularly if stored in databases, is time consuming and technically challenging, if so then at your request we might, but we're not obliged to do so.
13.6 You consent to us using outside of this Agreement aggregated information regarding use of Opypro by you and your Personnel including for statistical, reporting and benchmarking purposes. This information will only be used on an aggregated basis and must not include personal information through which you or your Personnel could be identified, subject to any other:
(a) agreement entered into by us; or
(b) consent directly or indirectly granted to us.
14. Communication & Promotion
Despite clause 13, you grant us a royalty-free, perpetual right to use your Marks in any medium to promote your current and prior use of Opypro.
15. Warranties
15.1 Each party warrants to the other that it has the power to enter into this Agreement and perform its obligations under this Agreement.
15.2 The Authorised Representative warrants that he or she has the power to enter into this Agreement on behalf of the Trade Customer and contractually bind the Trade Customer to this Agreement.
15.3 Subject to clause 6.1, we warrant to you that Opypro and your use of it in accordance with this Agreement will not infringe the Intellectual Property Rights of any third-party. You warrant to us that the Customer Data, or parts thereof, and our use of it in accordance with this Agreement does not infringe the Intellectual Property Rights, confidential information or trade secret of any third-party.
15.4 To the extent permitted by law, all warranties not expressly stated in this Agreement, including any implied warranties of merchantability and fitness for a particular purpose, are excluded from this Agreement.
15.5 We do not warrant, represent or guarantee that the operation, availability, performance, or functionality of Opypro will be uninterrupted, secure or error-free. Opypro may experience interruptions, delays, faults, inaccuracies or other issues inherent in software-as-a-service and internet-based systems. Any such interruptions or errors do not constitute a breach of this Agreement or give rise to any warranty, guarantee or obligation on our part to ensure flawless or continuous operation.
15.6 If any legislation implies a guarantee, condition or warranty (a "non-excludable term") into this Agreement in respect of Products or services supplied, and our liability for breach of that non-excludable term may not be lawfully excluded but may be limited, clauses 15.4 and 15.5 do not apply to that liability and instead our liability for any breach of that non-excludable term is limited to:
(a) in the case of a supply of Products, us doing any one or more of the following (at our election): (i) replacing the Products or supplying equivalent products; (ii) repairing the Products; (iii) paying the cost of replacing the Products or of acquiring equivalent goods; (iv) paying the cost of having the Products repaired; or
(b) in the case of a supply of services, us doing either or both of the following (at our election): (i) supplying the services again; (ii) paying the cost of having the services supplied again.
16. Liability
16.1 To the extent permitted by law and otherwise notwithstanding anything else in this Agreement, we are not liable for Consequential Loss, howsoever caused which arises out of or in connection with Opypro or this Agreement, whether or not we have been advised or ought to have known of the possibility of such loss.
16.2 To the extent permitted by law, we limit our aggregate liability to you (whether in contract, under an indemnity, in tort (including for negligence), under statute, in equity or otherwise) for all losses arising under or in connection with this Agreement to $100,000. The parties acknowledge that this requirement is reasonable and necessary for the protection of Opypro Holding's legitimate business interests.
16.3 The limitation of liability in clause 16.2 does not apply to a breach of clause 13 (Confidentiality & Privacy), which will be capped in the aggregate to AU$2,000,000.
16.4 To the extent permitted by law you agree to release, indemnify and hold harmless our directors, officers, employees, agents, contractors, licensors or suppliers and us, from and against all actions, causes of action, claims, costs, damage, demands, fines, liability, penalties whatsoever arising out of any Customer Data and yours or your Personnel's:
(a) use of Opypro;
(b) acts or omissions; and
(c) breach of this Agreement, whether arising under statute or in contract, tort (including negligence) or any other legal doctrine.
16.5 Each party's liability to the other party under this Agreement is reduced to the extent that the liability was caused or contributed to by the other party or any of its Personnel.
17. Term
The Agreement and your usage of Opypro begins on the date your Authorised Representative first accessed, registered or subscribed to use Opypro on your behalf and will continue until the earlier of:
(a) the expiry or termination of all your Trade Accounts; or
(b) termination of this Agreement in accordance with these terms,
(the "Term").
18. Suspension and Termination
18.1 We may immediately suspend your use of and access to Opypro or part of it without liability if:
(a) we are so directed by a Supplier; or
(b) we reasonably believe that you or any of your Personnel are in breach of this Agreement.
18.2 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:
(a) is in breach of this Agreement and fails to remedy the breach within 30 days after receiving notice requiring it to do so; or
(b) becomes insolvent or made an externally-administered body corporate within the meaning of the Corporations Act 2001 (Cth).
18.3 In addition, either party may terminate this Agreement at any time for convenience by giving the other party at least 90 days' prior written notice.
18.4 Without any liability and in our absolute discretion, we may immediately suspend your use of Opypro or terminate this Agreement at any time with immediate effect if we decide that you or your undertaking:
(a) might bring us or our business into disrepute; or
(b) has or will suffer reputational damage or has engaged in conduct, including the conduct of your Personnel, that brings you, your business or Personnel into disrepute, including, the committing of crimes, the underpayment of staff, being party to bribes or corruption.
18.5
(a) Upon the termination of this Agreement; or
(b) to the extent that your use of and access to Opypro (or part of it) has been suspended,
then you must immediately cease using or accessing Opypro and your access and use will be prevented.
18.6 We may, although we're not obliged to, archive, backup or delete Customer Data in our possession after the termination of your access and use of Opypro. You should backup your data in a secure manner onto your own computer system on a regular basis as we are not responsible for backing up your data onto your systems. If you require access to, or copies of, your Customer Data, including historical transaction data, then we may or may not provide it to you at your request and your cost.
18.7 All provisions which by their very nature are intended to survive termination will survive the expiration or termination of this Agreement.
18.8 The expiration or termination of this Agreement does not affect any right or cause of action which has accrued to a party at or prior to the date of termination, including the right to be paid for services rendered.
19. Dispute Resolution
A party claiming that a dispute has arisen under or in connection with this Agreement ("dispute") must notify the other party giving written details of the dispute. The parties agree to negotiate in good faith on a commercially reasonable basis to resolve the dispute within 30 days of initial notification, before commencing any legal proceedings in relation to the dispute. Nothing in this clause will prevent a party from seeking interlocutory relief.
20. General
20.1 Relationship. No employment, partnership or joint venture relationship is created or exists between the parties or between us and any Supplier.
20.2 Affiliates. Our Related Entities and/or subcontractors may provide portions of the services to facilitate your usage of Opypro, however, we will remain responsible for their performance or non-performance.
20.3 Law. The laws of the State of Victoria, Australia govern this Agreement and each party submits to the exclusive jurisdiction of the courts of that State and any courts which may hear appeals from those courts.
20.4 Currency. Unless indicated otherwise or due to manifest error, all references to money in this Agreement, Opypro or our website are references to Australian dollars.
20.5 Entire Agreement. The Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
20.6 Amendment. We may vary these terms from time to time by providing prior notice to you. If there is an amendment which has a material detrimental impact to you, you may terminate this Agreement upon 30 days written notice to us.
20.7 Severance. A term or part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the term of this Agreement continue in force.
20.8 Force Majeure. Neither party is liable to the other for the consequences of any delays or failures of its performance which are caused by any event beyond the first party's reasonable control, including without limitation acts of God, fire, flood, accident, terrorism, strike and riots. Either party may terminate this Agreement upon at least 14 days' prior written notice to the other party if such an event occurs and continues for a period of 30 days or more.
21. Glossary
In these terms, the following words have the following meanings:
21.1 "Acceptable Use Policy" or "AUP" means the guidelines regulating the proper and permitted use of the Apps (if any) published by us from time to time and made available to you as part of the Documentation.
21.2 "Affiliates" are defined by reference to clause 20.2
21.3 "Agreement" means this document.
21.4 "AML-CTF" means anti-money laundering and counter terrorism financing.
21.5 "Application" means an application or re-application (as the case may be) for a Trade Account or increased Credit Limit. "Apply" will be similarly construed.
21.6 "Application Portal" means the proprietary website or application owned and operated by Opypro Holding in which you may submit an Application.
21.7 "Approval Criteria" means the criteria for approval of an Application and the issue of a Trade Account as determined by Supplier or us from time to time.
21.8 "Authorised Representative" means the individual who enters this Agreement or orders Opypro on behalf of the Trade Customer.
21.9 "Business Day" means a day on which banks are open for business in Melbourne, Australia excluding a Saturday, Sunday or public holiday in Melbourne, Australia.
21.10 "Confidential Information" means information that:
(a) is by its nature confidential;
(b) is designated by the discloser as confidential; or
(c) the recipient knows, or ought to know, is confidential;
and includes commercial and technical information related to this Agreement, Opypro or the discloser, but does not include information:
(d) which is in the public domain (otherwise than through a breach of this Agreement or any other obligation of confidentiality); or
(e) which is independently developed or acquired by or previously known to the recipient, without access to the discloser's Confidential Information.
21.11 "Consequential Loss" means loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity, loss or corruption of data, or cost of finance, but, in each case, except where the loss, damage or cost arises naturally (that is, in the usual course of things) from the relevant act or omission.
21.12 "Credit Limit" means, respectively:
(a) the maximum balance that a Trade Account with a relevant Supplier can reach at any particular point in time; or
(b) the aggregate maximum balance that all your Trade Accounts can reach with respect to all Suppliers with whom you have a Trade Account.
21.13 "Customer Data" means your content, data, information and Intellectual Property Rights that you Handle with, via, on, to or from Opypro or third-party platforms, including Supplier platforms, in connection with or via Opypro, including logos, text, images, financial information and details of the transactions you enter with Suppliers.
21.14 "Documentation" means user guides, manuals and release notes related to the performance, function and use of Opypro, including any AUP or manufacturer documents.
21.15 "Opypro" means Opypro Holding's various services, proprietary technologies, software, applications, websites and materials provided by it and made available to you and Suppliers that contract with us, including the Application Portal, Trade Customer Portal, the Modules and all other online solutions and platforms.
21.16 "Handle" means record, provide, upload, host or store.
21.17 "Includes": the words "includes", "include", "including", "for example" or "such as" will be read to mean "includes, but is not limited to".
21.18 "Intellectual Property Rights" means the business names, copyrights, patents, trade marks, trade names, designs and similar industrial, commercial and intellectual property and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, which subsists anywhere in the world now or in the future, regardless of the form and whether or not registered or registrable.
21.19 "Marks" means a party's name, registered or unregistered trade marks, trade names, logos or similar identifiers.
21.20 "Modules" mean those elements of Opypro that you are granted access to or use from time to time.
21.21 "Personnel" means a party's administrators, employees, contractors, directors, officers, members, partners, trustees, agents or any other third-party that acts on your behalf.
21.22 "PPSA" means the Personal Property Securities Act 2009 (Cth).
21.23 "PPSR" means the Personal Property Securities Register established under the PPSA.
21.24 "Products" means any products or property acquired by you via a Trade Account from a particular Supplier that is linked to your Opypro Credit Account.
21.25 "Related Entity" has the same meaning as defined in the Corporations Act 2001 (Cth).
21.26 "Supplier" means a business that supplies goods and services to you from time to time.
21.27 "Term" has the meaning given by clause 17 of this Agreement.
21.28 "Trade Account" means an account in the name of the Trade Customer for the purchase of Products and services from a Supplier.
21.29 "Trade Customer", "you", "your" means the entity on whose behalf the Authorised Representative has submitted an Application, registered with or ordered from us to provide Opypro or any other Products or services. The types of entities that might register include companies, partnerships, firms, trusts, associations, clubs, unions, government agencies or departments.
21.30 "Trade Customer Portal" means the internet or app based service through which you log in to securely view your transaction history and current balance of each Trade Account on a supplier-by-supplier basis, provided this will not be applicable to the Onboarding module. You might also be able to submit Applications in the Trade Customer Portal.
21.31 "Update" means changes to the Apps features, new versions of, upgrades to and the correction of errors in the Apps that we may make or release from time to time. "Updates" shall be similarly construed. The parties acknowledge that the ability to issue Updates, as contemplated by this definition, is reasonable and necessary for the protection of Opypro Holding's legitimate business interests.
Terms last updated on 23 June 2026