User
IPEX terms and conditions
Date of last revision: 16/02/2026
1. Introduction
1.1 IPEX Pty Ltd (ABN 52 636 087 351) of Level 3, 2-4 Ross Place, South Melbourne VIC 3205 (“IPEX”, “us” or “we”) provides the IPEX payment software platform to assist you to facilitate payment of project funds for the performance of works in connection with a project, including stakeholder notifications, accepting and screening payment instructions with the Contractor’s Qualifying Bank Account (“Platform”).
1.2 These terms and conditions (“Terms”) are deemed to incorporate our privacy policy which explains how we collect, use and disclose or otherwise handle your personal information (“Privacy Policy”) available at https://ipex.com.au/privacy/ and should be read together with these Terms. The provisions of the Privacy Policy apply as if set out in full in these Terms.
1.3 In the Terms:
1.3.1 “Approved Data” has the meaning used in clause 13.12.
1.3.2 “Contract” means any contract, agreement or arrangement entered into between any number of Organisations in connection with a Project.
1.3.3 “Contractor” means the builder, appointed construction contractor or other party who has entered into a Contract with the Principal for performance of services or works in connection with the Project.
1.3.4 “Financial Distress” means an occurrence of any of the following:
(a) registered credit default;
(b) ATO debt default;
(c) application to a Court for a Notice to wind up;
(d) request for additional payment outside, additional or earlier than entitled to under the Contract;
(e) breach of trustee obligations; and
(f) a Default Event.
1.3.5 “Financier” means and includes each of:
(a) a registered mortgagee over the title (or titles) on which the Project is to be developed; and
(b) a party providing financial accommodation to the Principal in respect of the Project.
1.3.6 “Funds” means and includes each progress payment that is due and payable and shall be deposited in accordance with the relevant Contract.
1.3.7 “IPEX Platform Agreement” means an agreement entered into between IPEX and a customer, granting a licence to use the Platform in respect of a Project.
1.3.8 “IPEX Settings Form” means the form issued by IPEX outlining software settings as well as any additional agreements in writing between the Principal and the Contractor in connection with the features and information available to other Organisations through the Platform.
1.3.9 “Organisation” means the Principal, Contractor or Subcontractor or any other party that has agreed to use the IPEX Platform in respect of a Project.
1.3.10 “Principal” mean the developer or any other entity who has entered into a Contract with the Contractor in relation to the performance of services or works in connection with the Project, in exchange for payment of the Funds.
1.3.11 “Project” means any development specified or referred to in the IPEX Platform Agreement.
1.3.12 “Qantas” means Qantas Airways Limited ABN 16 009 661 901.
1.3.13 “Qantas Business Rewards” means the business rewards program operated by Qantas that is currently known as Qantas Business Rewards, or such other name as advised by Qantas from to time and subject to the Qantas Business Rewards Terms.
1.3.14 “Qantas Business Rewards Terms” means the terms and conditions for Qantas Business Rewards available at https://www.qantas.com/au/en/business-rewards/terms-and-conditions.html, as amended and varied by Qantas from time to time with or without notice to you or your Organisation.
1.3.15 “Qantas Points” has the same meaning as in the Qantas Business Rewards Terms.
1.3.16 “Subcontractor” means and includes each subcontractor or supplier or any other party engaged by the Contractor or the Principal (other than the Contractor) in connection with Project.
1.3.17 “you” means:
(a) the person accessing or using the Platform, or the services provided through or in connection with the Platform; and
(b) when applicable, also includes a reference to the Organisation and includes the entity that you have been engaged by.
1.4 Please read the following Terms carefully before using the Platform.
2. Acceptance of Terms
2.1 These Terms govern your access and use of the Platform, including any data, information, content or materials on, forming part of, or available in connection with the Platform, and any services provided through or in connection with the Platform.
2.2 By creating an account or otherwise accessing or using the Platform, you are agreeing to these Terms. If you do not agree to these Terms, you must immediately delete your account or cease accessing or using the Platform.
2.3 We may amend these Terms at any time and will provide a copy of such revised Terms to you in writing. As you will be bound by any amendment to these Terms, you should review these Terms from time to time. By continuing to use the Platform after any amendment to these Terms, you will be deemed to have accepted the amended Terms. If any change has a detrimental effect on you, you may delete your account in accordance with clause 18.1 below or cease accessing or using the Platform.
3. Registration and access to the Platform
3.1 In order to use the Platform, you must register to use the Platform via the relevant link on the registration page. When you access and successfully create an account, you become a “User”. Subject to these Terms and the IPEX Platform Agreement, IPEX shall provide Users access to the Platform as specified in these Terms.
3.2 Users must be authorised by an Organisation to access the Platform on behalf of the Organisation. An account must be registered for the Organisation.
3.3 If you are registering an account on behalf of an Organisation, you warrant that you are an agent of that Organisation, that you are authorised to register that account on behalf of the Organisation, and that the Organisation has agreed to be bound by these Terms.
3.4 To register for the Platform, you must provide IPEX with certain information about yourself (the “User Information”), including but not limited to:
3.4.1 your Organisation company / business name;
3.4.2 your first name and last name;
3.4.3 date of birth;
3.4.4 your email address and contact number;
3.4.5 residential address;
3.4.6 your professional role and area of expertise;
3.4.7 information about your Platform user type, being whether you are signing up on behalf of the Principal, Contractor, Subcontractor or any other party authorised to be working in relation to a project;
3.4.8 your Organisation bank account details (such as BSB number and account number);
3.4.9 identification documents (could be driver’s licence, passport or Medicare card);
3.4.10 ABN and any other unique organisational identifier;
3.4.11 your password;
3.4.12 any information that may be required to allow you or your Organisation to subscribe for a Feature Package, including information required by Qantas; and
3.4.13 any other information that may be required in order to register you as a User of the Platform.
3.5 We may be unable to register your account on the Platform and/or provide you access to certain parts of the Platform including where:
3.5.1 you fail to provide the requested information;
3.5.2 you provide incorrect information;
3.5.3 IPEX reasonably considers that you do not fall into the category of Organisation that you have selected; or
3.5.4 IPEX reasonably considers it necessary to protect IPEX’s legitimate interests.
3.6 By creating an account on the Platform as a User you confirm that you are at least 18 years of age. You must not create an account on the Platform if you are under 18 years of age.
3.7 IPEX grants you a limited, non-exclusive, revocable, non-transferable licence to access and use the Platform for the purpose of providing information (to the extent agreed between the Principal and the Contractor) in connection with the distribution of Funds in connection with the Project (“Platform Licence”).
3.8 When accessing and using the Platform on behalf of an Organisation:
3.8.1 you must ensure that the Organisation has appointed you to access the Platform on its behalf, and that the appointment has not been cancelled;
3.8.2 if your appointment to represent the Organisation is based on you holding a certain position (for example, as employee or agent), you must currently hold that position;
3.8.3 if your appointment to represent the Organisation is based on you holding a certain qualification, you must currently hold that qualification, and that qualification must not currently be suspended or cancelled;
3.8.4 you must only use and communicate materials relating to the Organisation that you represent within the limits of your authority from that Organisation and for no other purpose; and
3.8.5 you agree to comply with any request made by IPEX for you to verify any of the matters set out above.
3.9 An Organisation may make the Platform available to other Users authorised by your Organisation, but in doing so your Organisation must notify those Users of, and ensure those Users comply with, the obligations in relation to use and access of the Platform Terms. The acts and use of those Users will be deemed to the acts and use the Platform on behalf of your Organisation.
3.10 Your Organisation may invite other Organisations (and their authorised Users) to access and use the Platform in respect of a Project your Organisation is associated. These Users will be deemed to act and use the Platform on behalf of their respective Organisations.
3.11 Your Organisation acknowledges that only Users will be given access to the Platform and no payments will be facilitated by the Platform unless permitted by an authorised User of the relevant Organisation.
3.12 Your Organisation remains responsible for your obligations and for the activities and omissions of any Users associated with your Organisation, including the obligations outlined in clauses 6 and 7.
4. Project Account
4.1 Your Organisation acknowledges and agrees that, when an Organisation signs up to the Platform, your Organisation consents to us receiving and transmitting data to the Organisation’s designated financial institution with API integration with the Platform with respect to any accounts through which project specific Funds are received and paid (“Project Account”).
4.2 IPEX is not liable or legally responsible for any payments made or received using the Platform.
4.3 Your Organisation acknowledges and agrees that all Project Accounts must be opened and held by an Australian ADI with API integration for exclusive access and operation via IPEX (“Qualifying Bank Account”).
5. Retention Account
5.1 The Platform may be used by a Contractor to transfer retention money from the Project Account into the Retention Account under and in accordance with the terms of the relevant contract, which shall be a separate and independent account from any other Project Account established using the Platform.
5.2 For the purposes of this clause 5, “Retention Account” means the general project bank account operated through the Platform established by the Contractor for the purpose of holding security, retention moneys or otherwise in connection with the Project and in accordance with the relevant contract.
5.3 The Retention Account may only be accessed and money withdrawn and distributed from the Retention Account in accordance with the terms of the relevant contract or otherwise where required by law.
5.4 Your Organisation acknowledges and agrees that the Retention Account must be a Qualifying Bank Account.
6. Using the Platform
6.1 Your access to the functionality and features of the Platform will vary depending on your Organisation and the IPEX Settings Form.
6.2 Each Organisation will have specific rights and obligations in relation to the Platform as described below. You must comply with the terms according to the Organisation you are associated with.
6.3 Your and your Organisation’s level of access and the functions available to you and your Organisation on the Platform will be provided in accordance with the IPEX Settings Form. Changes to the IPEX Settings Form may be made by notifying IPEX in writing following mutual agreement of the Principal and Contractor. IPEX will issue a populated version of the IPEX Settings Form (“Default Version”) which will be applied if no changes are agreed between the parties.
6.4 You warrant that you will notify IPEX in writing if any Financial Distress event occurs.
6.5 You acknowledge and agree that where IPEX is notified of a Financial Distress event, withdrawal requests may be subject to approval of the customer named in the applicable IPEX Platform Agreement(s) and/or a subsequent IPEX Settings Form may be agreed and applied between the applicable Organisations.
Principal
6.6 This clause 6.6 applies to the Principal.
6.6.1 The Principal agrees to use the Platform to administer and facilitate payment of the Funds under the relevant Contract with the Contractor in respect of the Project.
6.6.2 The Principal may at any time, invite the Financier or any other nominated Organisation to utilise IPEX, on the same terms and conditions as provided to the Principal, in accordance with the IPEX Settings Form.
6.6.3 Any payment made by the Principal to the Contractor under or in connection with the Contract shall be made into the Project Account.
6.6.4 The Principal acknowledges that, notwithstanding clause 6.6.1, IPEX is not responsible for:
(a) the use, non-use or misuse of the Platform by the Contractor and any Subcontractor or any other Organisation or User of the Platform; or
(b) the contractual arrangements between those parties.
6.6.5 The Principal must use its reasonable endeavours, in respect of Contracts entered into by the Contractor for work under a Contract, to include provisions allowing for the use of the Platform for the purpose of administering payments of Funds from the Contractor to the Subcontractor for the Project through the Project Account.
6.6.6 Subject to the IPEX Settings Form, the Principal may:
(a) create and update a business entity profile on the Platform;
(b) view the Approved Data (as defined below) provided in the ‘Developer Portal’ dashboard made available on the Platform and invite authorised Users (such as the appointed superintendent or the Project financier(s) appointed quantity surveyor, and other relevant stakeholders) to view the Approved Data ;
(c) assess, consent or reject payment instructions;
(d) during the onboarding stage, together with the Contractor, determine a set percentage of the Funds as payment for preliminaries and margin, in relation to the Project.
6.6.7 If step-in rights apply (including those set out in clause 9), the Principal will have the same rights to access information available on the Platform as the Contractor.
6.6.8 The Principal cannot make any security changes to the Platform.
Contractor
6.7 This clause 6.7 applies to the Contractor.
6.7.1 The Contractor may engage a Subcontractor (as described below) to provide certain services and perform work in respect of the Project under a Subcontract (as defined below).
6.7.2 The Contractor must:
(a) establish and maintain authorised User access;
(b) ensure that only authorised persons from within the Contractor’s Organisation access or upload payment instructions;
(c) open a Project Account to be operated and managed through the Platform prior to the commencement of any work under the relevant contract;
(d) ensure at all times, including prior to the commencement of any work under the relevant contract, that the Project Account is a Qualifying Bank Account.
(e) upload directly to the Platform details of any security, retention moneys or otherwise to be deducted from payment to Subcontractors in accordance with the terms of the relevant contract;
(f) ensure all information, such as contact details and business information, are accurate, complete and up to date at all times;
(g) make payments instructions to the relevant Subcontractor in connection with the Project using the Platform;
(h) during the onboarding stage, together with the Principal, determine a set percentage of the Funds as payment for preliminaries and margin, in relation to the Project ;
(i) upload payment instructions to the Platform in accordance with these Terms and subject to clause 6.10;
(j) if a Subcontractor ceases to perform work on a Project, notify IPEX through the Platform to remove them as an authorised Organisation and all associated Users, in respect of that Project;
(k) rectify any factual errors and immediately notify IPEX if there are any errors or omissions in relation to any particulars in respect of a Contract in relation;
(l) ensure that all payment instructions uploaded the Platform are for legitimate and lawful purposes; and
(m) comply with all of its obligations under each Contract entered into by the Contractor in connection with the Project, including the Contract with the Principal and with each Subcontractor.
6.8 Subject to the terms of each Contract entered into by the Contractor, the Contractor may transfer the sum of any deposits the Contractor has made into the Project Account, interest receipts and permitted withdrawals consistent with the methods in this clause 6.8 (together the “Available Withdrawal Balance”) from the Project or Retention Accounts to its own designated operating bank account through one or more of the following methods and processes:
6.8.1 the Contractor may withdraw the value available to the Contractor listed as ‘Immediately Accessible’ in the IPEX Settings Form, including any agreed preliminaries and margin specified in the IPEX Settings Form.
6.8.2 Subject to the IPEX Settings Form, and provided no Financial Distress event exists, contemporaneous payments may be made to the Contractor with each payment to a Subcontractor batch in accordance with the payment instructions uploaded by the Contractor based on the percentage for preliminaries and margin set during onboarding of the Project on the Platform (“P&M%”), in accordance with the following formula:
Payment to Contractor = Total value of payments in batch to Subcontractors / (1 – P&M%) x P&M% (e.g. if P&M% is 20% and the Contractor (builder) uploads a payment instruction to pay a Subcontractor $80, IPEX will calculate and include in the instructions for the Contractor (builder) to submit to the authorised financial institution $20 to be paid into their designated operating account;
6.8.3 the Contractor may withdraw amounts from the Project Account, subject to the Principal’s prior written consent, for any available amounts in the Project Account. The Contractor may not submit any request for a withdrawal without the prior written consent of the Principal. Where the Principal consents to a withdrawal request, the Available Withdrawal Balance will be adjusted to include the value of the permitted withdrawal;
6.8.4 the Contractor may withdraw amounts from the Project Account (without the consent of the Principal) which the Contractor previously deposits into the Project Account, these amounts to the extent they have not been previously withdrawn, will be reflected in the Available Withdrawal Balance;
6.8.5 where the Contractor requests payment to itself for retention amounts held for designated Subcontractors, the relevant Subcontractor will be notified of the same and the instructions may only be submitted for authorisation with a future date of at least 14 days; and
6.8.6 following verification of practical completion as defined in the Contract (or any similar or like defined term relating to the completion of the Project), the remaining balance of the account will be available to the Contractor.
6.8.7 the Contractor agrees and acknowledges that the Principal’s consent to a withdrawal request does not provide the Contractor with a beneficial entitlement to Funds.
6.8.8 the Contractor agrees and acknowledges that only amounts up to the value of the Available Withdrawal Balance at any given time are permitted to be withdrawn.
6.9 A Contractor must not do anything or omit to do anything which would cause the Platform or the Project Account to operate in a manner not authorised by these Terms.
6.10 IPEX may review any payment instructions including the contents of uploaded ABA files to confirm they contain only instructions for payments to:
6.10.1 the Contractor, if the request is in accordance with clauses 6.8.1, 6.8.3, 6.8.4, 6.8.5 or 6.8.6; or
6.10.2 the Subcontractors on the relevant Project, if the instruction is uploaded in accordance with clause 6.8.2, and will reject ABA files that do not satisfy one of these criteria.
6.11 The Contractor acknowledges and agrees that subject to the IPEX Settings Form, any payment instruction file uploaded by the Contractor to the Platform for the purpose of paying its Subcontractors on a relevant Project will be modified in the following manner:
6.11.1 a payment instruction will be added in favour of the Contractor in accordance with the formula outlined in clause 6.8.2 and as notified prior to the submission of the instructions for authorisation;
6.11.2 a payment instruction will be added in favour of the Retention Account specified for the relevant Project for the calculated amounts in accordance with the relevant Subcontracts and as notified prior to the submission of the instructions for authorisation;
6.11.3 if any Platform Fee or Package Fee is payable by the Subcontractor, the payment instruction to that Subcontractor will be reduced by the invoice amount;
6.11.4 if any Platform or Package Fee is payable by the Contractor, the Contractor’s withdrawal instruction to its business operating bank account will be reduced by the invoice amount; and
6.11.5 a payment instruction will be added in favour of IPEX for the sum of all reductions made in clauses 6.11.3 and 6.11.4 on account of Platform Fees or Package Fees.
6.12 The Contractor acknowledges and agrees that the payment instruction it uploaded and authorised with the authorised financial institution may have been modified in accordance with clause 6.11.
6.13 A Contractor cannot make security changes to the Platform.
Subcontractor
6.14 This clause 6.14 applies to the Subcontractor.
6.14.1 Subject to the IPEX Settings Form, the Subcontractor may:
(a) access the Platform to upload relevant business information;
(b) access the Platform to upload the particulars of the its Contract;
(c) access the Platform to view payment receipts and retention balances held it the Retention Account, where applicable; and
(d) object to a request made by the Contractor in accordance with section 6.11.5 of these Terms.
6.14.2 The Subcontractor must:
(a) ensure that the relevant contract particulars of its Contract are accurate, complete and up to date at all times,
(b) rectify any factual errors and immediately notifying IPEX if there are any errors or omission in relation the particulars in respect of the relevant contract in relation to the Project; and
(c) comply with all of its obligations under its Contract with the Contractor or the Principal.
6.14.3 The Subcontractor acknowledges and agrees that for each payment it receives from the Project Account, it is taken to receive, from the Contractor, the sum of:
(a) the actual amount received into its nominated bank account; and
(b) if applicable, the fees charged by IPEX for the Platform Fees and/or Package Fees invoiced,
as described in the payment confirmation and tax invoice issued by IPEX to the Subcontractor at the time of payment processing.
6.14.4 Any Funds received via the IPEX Platform will be accompanied by a remittance advice from IPEX, detailing the amount and relevant Project.
6.14.5 The Subcontractor acknowledges that IPEX provides sample contract terms to the Principal and Contractor to adopt and facilitate use of the IPEX Platform, including trust provisions. Any payments received by a Subcontractor in connection with a Project operated via the IPEX Platform are likely being made to that Subcontractor as a designated beneficiary of a trust exclusively with respect to the Project.
6.14.6 The Subcontractor must immediately notify IPEX and the Contractor if:
(a) it receives Funds via the IPEX Platform purportedly for any purpose, other than solely for that particular Project;
(b) it receives Funds that amount to less than the amount that is due or payable to them under its Contract; or
(c) there is any discrepancy between the Subcontractor’s entitlements under the Contract for the relevant Project and the details on the remittance advice received.
6.14.7 A Subcontractor cannot make security changes to the Platform.
7. Usage Fees
7.1 Your Organisation acknowledges and agrees that the fees payable as consideration for access and use of the Platform (“Platform Fees”) are set out for each individual Project in the IPEX Platform Agreement.
7.2 Where applicable, IPEX will notify parties of Platform Fees upfront.
7.3 If a party is not notified they will be charged a Platform Fee, there is no fee payable.
8. Feature Package
8.1 This clause 8 and the Qantas Business Rewards Terms apply to your Organisation, where you or your Organisation subscribes to or otherwise participates in an optional package offered by IPEX, which provides additional benefits or functionalities, including participating in Qantas Business Rewards (“Feature Package”).
8.2 To be eligible to earn Qantas Points for the business under a Feature Package, an Organisation must be a current Qantas Business Rewards member. If an Organisation is not a current Qantas Business Rewards member, they can join for free using the prescribed link (a one-off join fee of $89.50 including GST normally applies, however, this will be waived). The ABN attached to the Organisation’s account on the Platform and its Qantas Business Rewards account must match to earn Qantas Points under these Terms.
8.3 By subscribing to or otherwise participating in a Feature Package, your Organisation:
8.3.1 agrees to pay the applicable fee for the Feature Package as notified by IPEX at the time of subscription/participation, which are non-refundable to the fullest extent permitted by law (“Package Fees”); and
8.3.2 will receive such benefits and functionalities and be subject to such conditions, as notified by IPEX at the time of subscription/participation, including the eligibility criteria and applicable conditions to earn Qantas Points, including additional or bonus Qantas Points (“Benefits“).
8.4 Your Organisation acknowledges and agrees that to the maximum extent permitted by law, IPEX may vary, amend, suspend, terminate or otherwise alter the terms of the Feature Package, including the Package Fee and the Benefits with effect from 30 days from providing notice to you. Such changes will not apply retrospectively. Should such changes cause detriment to your Organisation, your Organisation may cease participating in the Feature Package. It is your responsibility to read the terms and conditions for each Feature Package displayed, each time you subscribe to or elect to participate in a Feature Package.
8.5 IPEX will instruct Qantas to credit the applicable number of Qantas Points to the applicable Qantas Business Rewards account within 7 days of your Organisation meeting all eligibility criteria to receive such Qantas Points.
8.6 Your Organisation is responsible for any and all tax associated with your Organisation’s subscription for the Feature Package and use of the benefits provided thereunder, including the Qantas Points. IPEX and Qantas will not be responsible and will not have any liability for any tax or fringe benefits tax arising from an Organisation’s participation in the Qantas Business Rewards Program or receipt of the Benefits.
8.7 Any claims or queries in relation to the earning or crediting of Qantas Points under these Terms must be made directly to IPEX.
8.8 If there is any inconsistency between this clause 8 and the Qantas Business Rewards Terms, the Qantas Business Rewards Terms prevail to the extent of the inconsistency.
9. Default Event and Step in Rights
9.1 Your Organisation acknowledges and agrees that Users are not entitled to access or view any data held on the Platform in relation to the Project Account without the Contractor’s prior written consent, except and to the extent set out in the IPEX Settings Form or where entitled to do so under the relevant Contract.
9.2 Your Organisation acknowledges and agrees that, in the event of:
9.2.1 an insolvency event (as defined in the relevant Contract) or any other like event listed or referred to in the relevant Contract;
9.2.2 payment default (as defined in the relevant Contract);
9.2.3 the Contractor has failed to make payment for an amount due to a Subcontractor in accordance with the relevant Contract; or
9.2.4 release or return any retention money held by the Contractor;
(each a “Default Event”), on and from the date the Default Event occurs, we are authorised to accept instructions and notice from the Principal to:
(a) access the Project Account and cause payment to be made to the Contractor or Subcontractor (as the case may be) in accordance with the terms of the relevant Contract; or
(b) freeze any payment instructions uploaded by the Contractor for payments to the Contractor and any Subcontractor (as the case may be).
9.3 IPEX will comply with any reasonable direction or instruction of the Principal in respect of the Project Account or the Retention Account, subject to the following conditions:
9.3.1 the direction or instruction is given by an authorised person on behalf of the Principal;
9.3.2 the direction or instruction is made in good faith and in accordance with the relevant Contract; and
9.3.3 the Principal is able to provide to IPEX suitable evidence to substantiate the direction or instruction.
9.4 Your Organisation acknowledges and agrees that:
9.4.1 IPEX reserves the right to suspend processing of transactions or access by any Organisation or Users to the Platform where it reasonably believes that there is unacceptable use of the Platform or there is dispute subsisting between the Principal and a Contractor, until such dispute is resolved to the satisfaction of IPEX; and
9.4.2 any act of IPEX, including its directors, employees, or agents, in accordance with this clause 9, is in reliance of the representations made by the Principal, the Contractor or Subcontractors and IPEX is not liable for any damage, liability, claim, obligation, duty, loss, charge, cost or expense (including legal expenses on a full indemnity basis), interest, penalty, fine and tax, however it arises and whether it is present or future, fixed or unascertained, actual or contingent incurred by the Principal, its Contractor or Subcontractor which arises in connection with or out of such act.
10. Privacy and security
10.1 If you create an account on the Platform, we will need to collect your User Information. The collection, use, disclosure and handling of User Information is governed by our privacy collection statement which is available on the registration page and our Privacy Policy, which is available at https://ipex.com.au/privacy/.
10.2 Where your Organisation participates in a Feature Package that includes Qantas Business Rewards, you expressly consent to the disclosure of your Organisation’s information (including the ABN and Qantas Business Rewards membership number) and your User Information for the purposes of facilitating, fulfilling, or administering the Feature Package and crediting Qantas Points to your Qantas Business Rewards account.
10.3 IPEX may also collect your User Information from another person as part of:
10.3.1 registering an Organisation;
10.3.2 inviting you to associate with an Organisation;
10.3.3 managing your roles and permissions for an Organisation; and/or
10.3.4 for the purpose of processing a payment.
10.4 Your Organisation confirms that all of the information you provide to us, including any personal details, will be complete, true and correct.
10.5 Your Organisation must promptly notify and/or update your profile if any of your User Information is erroneous or changes from time to time. By providing contact details, your Organisation agrees to IPEX contacting you and/or your Organisation via such means.
10.6 Your Organisation acknowledges that the internet is an inherently insecure communication medium, and your use of the Platform is at your own cost and risk. Your Organisation must take its own precautions to ensure that the process which your Organisation employs for accessing the Platform does not expose you or your Organisation to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. Your Organisation agrees that IPEX has no responsibility for any use, misuse, loss, corruption, interception or delay of information or data uploaded, downloaded, hosted or otherwise communicated via the Platform.
10.7 You must keep all usernames, passwords and other security-based information secure and private at all times. We are entitled to assume that you are the User of the Platform if your username, password or other security-based information is used to access the Platform. If your username, password or other security-based information is lost or stolen, or if you believe your User account has been accessed by an unauthorised third party, you must notify IPEX in writing and change your password at the earliest possible opportunity.
10.8 User Information about you or your Organisation collected by the Platform may be disclosed, when you are associated with an Organisation, to other Users associated within your Organisation.
You expressly consent to use by us, or any third person to collect about you and your Organisation via the Platform, in accordance with our Privacy Policy.
You expressly consent to the collection, use and display of information relating to your Organisation company / business name and logo. This includes, but is not limited to, using your Organisation’s logo on the IPEX website.
10.9 Your Organisation acknowledges and agrees that when your Organisation uses the Platform, IPEX may create anonymised statistical data from data and usage of the Platform by Users and Organisations.
10.10 Your Organisation agrees that verification details provided by Users to the Platform will be collected by Frankie Financial Pty Ltd ACN 623 506 892 in accordance with their privacy policy available at https://www.frankieone.com/privacy.
10.11 Your Organisation agrees that that Project Accounts facilitated by IPEX will include financial information being collected directly by your Organisation’s financial institution in accordance with their privacy policy.
10.12 If our Organisation or any User discloses another person’s personal information to IPEX via the Platform, that Organisation warrants to IPEX that:
(a) the person to whom the personal information relates has consented to IPEX collecting, using and disclosing their personal information as described in IPEX’s privacy collection notice available at https://ipex.com.au/privacy; and
(b) Your Organisation has drawn the privacy collection notice to that person’s attention.
10.13 Any information provided to your Organisation must remain confidential and must not be disclosed by your Organisation.
10.14 Each Party must comply with all requirements of the Privacy Act 1988 (Cth) in relation to its handling of personal information in its possession and control.
10.15 Your Organisation must ensure that any authorised User of that Organisation expressly consents to the use and disclosure of its identity to IPEX. Where the User, is an individual, you must use reasonable endeavours to ensure that he or she consents to the disclosure of his or her personal information to IPEX. The consent obtained must extend to allowing IPEX to publish information and make information available via the Platform about the User, including its identity and the existence and nature of the Contract.
10.16 Where there has been unauthorised access to your User Information, we will use our best endeavours to notify you and, where possible, provide you with information about what has happened.
11. Warranties
11.1 Your Organisation represents and warrants to IPEX that:
11.1.1 your Organisation has all necessary rights, licences, authorisations and consents in place to access and use the Platform as contemplated in these Terms, including without breaching any applicable laws or third party rights;
11.1.2 your Organisation will exercise its rights and perform its obligations under these Terms in a professional and ethical manner and in accordance with applicable laws, including the Privacy Act 1988 (Cth) and the Criminal Code Act 1995 (Cth);
11.1.3 all payment instruction files uploaded to the Platform by your Organisation are in accordance with Australian Banking Association file standard;
11.1.4 your Organisation will comply with, and are solely responsible for compliance with, your and your Organisation’s requirements and obligations under the applicable security of payment legislation;
11.1.5 your Organisation has made your own enquiries and assessment on the suitability of the Platform for your use, including under the applicable security of payment legislation; and
11.1.6 any instructions or representations made to IPEX are not in breach of your Organisation’s obligations to other parties under any Contract in connection with the Project.
11.2 IPEX warrants that:
11.2.1 it has all rights to provide your Organisation and authorised Users with access to the Platform and it has and will maintain all necessary third-party licenses necessary for the performance of the IPEX Platform Agreement;
11.2.2 during the Term of the IPEX Platform Agreement, IPEX will:
(a) maintain the Platform in accordance with the IPEX Platform Agreement; and
(b) implement and maintain backup, security and business continuity measures, in accordance with industry practices.
11.3 IPEX do not make any representations or give any warranties that the Platform or any reports or other information produced by the Platform (“Platform Material”):
11.3.1 is or will remain accurate, complete or current at all times;
11.3.2 will not breach any intellectual property rights;
11.3.3 is fit for purpose or of merchantable quality;
11.3.4 is or will remain compliant with applicable security of payment legislation,
11.3.5 and they disclaim all liability for harm, loss, costs or damage which arises in connection with or out of any use or reliance on the Platform Material.
11.4 To the maximum extent permitted by Law, and subject to clause 11.2, IPEX provides the Platform ‘as-is’ and excludes all express and implied warranties, guarantees and representations of any kind which are not expressly set out in these Terms. In particular, IPEX gives no warranty or representation:
11.4.1 that the Platform is error free or that all errors can or will be corrected;
11.4.2 that the use or access to the Platform will be uninterrupted or will not result in loss of data;
11.4.3 that the Platform will meet your particular requirements, whether known to IPEX or not;
11.4.4 that the Platform will function or display correctly on your particular technology environment;
11.4.5 that the Platform is of merchantable quality or fit for a particular purpose, whether the purpose is known to IPEX or not; or
11.4.6 that IPEX will continue to make the Platform available other than for the Term.
11.5 To the extent permitted by Law, subject to clause 17 your sole remedy for a breach of a warranty or representation made by IPEX under these Terms shall be limited to re-performance of the relevant Services.
12. Intellectual property rights
12.1 All intellectual property rights (including copyright, database rights and trademark rights) subsisting in, relating to or arising out of the Platform are owned by and vest in IPEX (or its licensors).
12.2 Your Organisation acknowledges and agrees that these Terms do not transfer any right, title or interest in IPEX’s (or its licensors’) intellectual property rights to you or your Organisation, nor may you use any of IPEX’s trademarks without our prior written consent.
12.3 Your Organisation must not do anything, or omit to do anything, which may infringe our intellectual property rights, except with our express written permission. This includes reproducing any part of our Platform or content on the Platform.
12.4 No Platform content (including but not limited to copyright, logos, trademarks, designs, text, graphics, images, information, applications and other files, and their selection and arrangement) may be modified, distributed, communicated, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sold, assigned, duplicated, licensed in any form or by any means, in whole or in part, without our prior written consent. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Platform.
12.5 In signing these Terms, you and your Organisation are signing an agreement for you to use the Platform on behalf of your Organisation. It is not a sale, or assignment and transfer, of any software, or any work product created by IPEX as part of any professional services.
12.6 All intellectual property rights belonging to a party prior to the signing of these Terms (“Pre-Existing IP”) will remain vested in that party or its affiliates.
12.7 Modifications and enhancements to a party’s Pre-Existing IP are also to be treated as that party’s Pre-Existing IP.
12.8 If a party modifies or enhances any Pre-Existing IP of the other party, then the first party assigns to the other party all intellectual property rights in those modifications or enhancements immediately from creation.
12.9 All rights not expressly granted to you, are reserved to IPEX. Your Organisation agrees that IPEX or its suppliers retain all right, title and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to the Platform and any and all underlying software (including interfaces), databases, all work product, know-how, procedures, techniques, and processes, developments, inventions, technology, algorithms, designs, or any materials provided by IPEX, and any adaptation, modification, derivation, addition or extension of the Platform.
13. Submitted materials
13.1 The Platform may allow Users to submit information, content and materials (“User Generated Content”) to the Platform and/or IPEX depending on your Organisation.
13.2 IPEX does not systematically review User Generated Content submitted by Users and is not responsible for the form or content of any User Generated Content.
13.3 Your Organisation acknowledges and agrees that if it chooses to submit or post User Generated Content, your Organisation must own or have the right to submit that User Generated Content.
13.4 User Generated Content must not:
13.4.1 infringe any intellectual property rights (including copyright, database right or trademark right) of any person or be in breach of any legal duty owed to any person, such as a contractual duty or a duty of confidence;
13.4.2 deceive or be likely to deceive any person;
13.4.3 be used to impersonate any person (including IPEX and its representatives or any other individual or business) or to misrepresent your identity or affiliation with any person (including IPEX and its representatives); or
13.4.4 be illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, encourage any conduct that would be a considered a criminal offence, give rise to civil liability, violate any law or be otherwise inappropriate.
13.5 If your Organisation becomes aware (actually, constructively or otherwise) or reasonably suspects that any User Generated Content on the Platform may infringe these requirements, your Organisation must promptly inform IPEX immediately in writing.
13.6 User Generated Content submitted or shared by your Organisation on the Platform may be seen by other Users, in accordance with these Terms or the IPEX Settings Form. Where the IPEX Settings Form specifies certain requirements or agreements between the relevant parties, IPEX will use commercially reasonable efforts to honour the terms of any agreement set out in the IPEX Settings Form in connection with the User Generated Content.
13.7 Your Organisation agrees that IPEX may:
13.7.1 edit or delete User Generated Content;
13.7.2 link User Generated Content to other material, including User Generated Content submitted by other Users or material created by IPEX and/or other third parties;
13.7.3 use User Generated Content for its business purposes; and
13.7.4 directly or indirectly benefit from User Generated Content.
13.8 IPEX does not promise to display any or all User Generated Content that is provided.
13.9 IPEX does not claim any ownership of User Generated Content, however, by submitting User Generated Content to the Platform you and your Organisation are each deemed to grant IPEX (and its licensors) an irrevocable, perpetual, non-exclusive, royalty-free and worldwide licence to use, copy, modify, distribute, publish and process that User Generated Content in connection with the Platform without any further consent, notice and/or compensation to you or your Organisation.
13.10 By submitting and/or uploading User Generated Content to the Platform you and your Organisation consent to anything being done by IPEX in respect of that User Generated Material that could otherwise amount to an infringement of moral rights in such User Generated Material, and warrant that you have obtained such consent from all other authors of such User Generated Material.
13.11 You and your Organisation accept and agree that your Organisation is authorised and responsible for any User Generated Content (including any edits or deletions to User Generated Content) made to the Platform using your or any other account associated with your Organisation. IPEX is not liable for any of the User Generated Content you or your Organisation makes, or anybody else makes, using your account or any other account associated with your Organisation.
13.12 The Contractor acknowledges and agrees that the Principal of a relevant Project will have access to the following information in the “Developer Portal” (“Approved Data”):
13.12.1 all onboarding payees, including identification data that is publicly available; and
13.12.2 for each onboarded payee, payment date(s) analytics and subcontract payment percentage analytics.
14. Linked Sites
14.1 IPEX may provide links to third party websites, including where a user is eligible for Qantas Business Rewards (whether on the Platform or as part of our advertisements), or may divert User’s devices to third party websites from time to time (“Linked Sites”). Unless otherwise noted on a Linked Site, Linked Sites are not reviewed, controlled or examined by us in any way. The provision of links to Linked Sites does not mean that IPEX or its directors, officers, employees or agents endorse or recommend, or have any association with, the Linked Sites or the relevant third party goods or services.
14.2 Your Organisation acknowledges and agrees that IPEX is not responsible for the content, availability, advertising, products, services or other materials of any Linked Sites, or any additional links contained on Linked Sites, or the conduct of any person associated with a Linked Site. However, IPEX may at its discretion refuse any advertisements from, or associations with, any Linked Site.
14.3 Linked Sites including Qantas Business Rewards website may be subject to their own terms and conditions and privacy policies. You acknowledge and agree that it is your sole responsibility to review and comply with those terms and conditions, and we have no responsibility for your actions when using a Linked Site, or your eligibility or use of the Qantas Business Rewards website or any other function or feature made available from Qantas through any other similar rewards or loyalty programs.
15. Unacceptable usage
15.1 You and your Organisation must only use the Platform in a reasonable manner, consistent with these Terms, the Privacy Policy. You and your Organisation must comply with all applicable laws in the use of the Platform. The Platform must not be used for any illegal purpose, or in a manner likely to cause offence to a reasonable person.
15.2 You and your Organisation must not use the Platform for any purpose which IPEX considers to be unacceptable. Examples of unacceptable behaviour include, but are not limited to use of the Platform that:
15.2.1 would cause you, your Organisation or IPEX to be in breach of any law, code or regulation;
15.2.2 attempts to obtain a benefit or other financial advantage which you or your Organisation are not entitled to;
15.2.3 impersonates any person (including IPEX and its representatives);
15.2.4 depicts or promotes offensive or illegal behaviour;
15.2.5 is offensive or promotes, racism, bigotry, hatred or physical harm;
15.2.6 would harass or threaten any other person;
15.2.7 violates the privacy or confidentiality of any person;
15.2.8 involves compromising the security of any computer system or data storage system;
15.2.9 reverse engineers, disassembles, alters or modifies the operation of the Platform in any way;
15.2.10 involves the resale or resupply of the Platform to any person without IPEX’s prior written permission;
15.2.11 suspicious transactions;
15.2.12 potential collusion; or
15.2.13 risks the integrity of the operation of the Platform including both payment transactions and User access.
15.3 You and your Organisation acknowledge and agree that IPEX may immediately suspend or terminate access to the Platform if you or your Organisation breach these Terms, or IPEX suspects on reasonable grounds that you or your Organisation has breached these Terms.
15.4 IPEX may provide you or your Organisation with notice if IPEX determine that you or your Organisation have engaged in any of the unacceptable usage provided in clause 15.2. You and your Organisation, upon receiving the notice must provide us with an appropriate response to the satisfaction of the IPEX. IPEX may in its absolute discretion notify any third parties of the unacceptable usage.
15.5 You and your Organisation must not:
(a) permit any third party to access and/or use Platform, other than the Users authorised under these Terms or the IPEX Platform Agreement;
(b) rent, lease, loan, or sell access to the Platform to any third party;
(c) interfere with, disrupt, alter, translate, or modify the Platform or any part thereof, or the networks or services connected thereto;
(d) reverse engineer, decompile, disassemble or otherwise attempt to obtain or perceive the source code from which any software component of the Platform are compiled or interpreted, and you acknowledge that nothing in these Terms will be construed to grant you any right to obtain or use such code;
(e) access the Platform to build or create a derivative, competitive, or similar product or service, or copy any ideas, features, functions or graphics of the Platform;
(f) introduce software or automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Platform;
(g) store any illegal content or content which violates applicable law, or material rights of third parties in the Platform;
(h) attempt to access Platform by any means other than through the interface that is provided by IPEX; and
(i) intentionally engage in any activity that interferes with or disrupts the Platform or infringes on IPEX’ and/or its third-party vendors’ brand or intellectual property rights.
15.6 To protect against unauthorised use of the Platform, you and your Organisation must:
(a) ensure each username and password issued to an Authorised User will be used only by that Authorised User;
(b) acknowledge and agree that you are responsible for making commercially reasonable efforts to maintain the confidentiality of all Users’ usernames and passwords; and
(c) notify IPEX promptly of any actual or suspected unauthorised use of your account, usernames, or passwords or accounts, usernames, or passwords associated with your Organisation.
15.7 IPEX reserves the right to terminate any username and password which IPEX reasonably determines may have been used by an unauthorised third-party, or for an unlawful purpose. IPEX shall notify you of any actual or suspected unauthorised use of your account, usernames, or passwords.
15.8 All activity undertaken using your credentials, including any activity of Users authorised on behalf of your Organisation, will be deemed to be activity conducted by you.
16. Availability and accuracy
16.1 While reasonable steps to ensure the availability and security of the Platform will be taken by IPEX, you and your Organisation accept that the Site and the Platform is provided on an “as is” basis. IPEX does not warrant that the Platform will be continuously available and we will not be liable if the Platform or any part of the Platform is unavailable at any time or for any reason.
16.2 Neither IPEX nor its licensors (including owners of content or User Generated Content available on the Platform) represent that the Platform (or any software underpinning the Platform) will be error, defect, “bug” or “virus” free, and you and your Organisation should take prudent steps to ensure your and your Organisation’s own online security and safety. IPEX does not promise to display any User Generated Content that you or your Organisation provides.
16.3 The Platform is not a storage service and you and your Organisation agree that IEPX has no obligation to store, maintain or provide you or your Organisation with a copy of any User Generated Content that you provide, except to the extent required by applicable law or as provided in our Privacy Policy.
17. Liability and indemnity
17.1 Without limiting any other provisions of these Terms, IPEX will not in any way be liable to you or your Organisation for any kind of loss or damage incurred as a result of your use of the Platform (including subscription for a Feature Package and/or participation in Qantas Business Rewards) including any viruses or other malicious software that may affect you or your Organisation while using or accessing the Platform or for any faults, failures or interruptions or the accuracy, timeliness, completeness, security or reliability of any communications (including any transactions) made using the Platform.
17.2 Other than the express terms of these Terms and warranties, conditions, rights or guarantees implied by relevant legislation, including the Competition and Consumer Act 2010 (Cth), the exclusion of which from an agreement would contravene a statute or cause part of all of these Terms to be void (“Non-excludable Rights”), you and your Organisation agree that:
17.2.1 you and your Organisation have the necessary rights, consents and authorisations from your Organisation to make and receive payment instructions on the Platform;
17.2.2 all the information you or your Organisation provides IPEX is accurate and up-to-date;
17.2.3 the Platform is provided “as-is” and “as-available” without warranties of any kind from IPEX; and
17.2.4 IPEX excludes all liability arising from any implied or express representations, terms, conditions or warranties or merchantability and fitness for a particular purpose, that may otherwise apply to your or your Organisation’s use of the Platform.
17.3 To the extent permitted by applicable law, under no circumstances will IPEX be responsible to you, your Organisation or any third party whether in contract, tort (including negligence), in equity or under statute for any special, indirect, consequential, incidental or punitive damages, including damages for loss of opportunity, profits, revenue or goodwill, regardless of whether or not such loss or damage was foreseeable and even if advised of the possibility of such loss.
17.4 Except for liability in relation to breach of any Non-excludable Rights and liability under clause 17.5, IPEX’s maximum aggregate liability to you and your Organisation whether under contract, tort (including negligence), statute or otherwise, is limited to one thousand Australian dollars (AUD $1,000).
17.5 Any liability of IPEX arising out of or in connection with a breach of these Terms (whether in contract, equity, negligence, tort or for breach of statute or otherwise) will be reduced by the extent IPEX is not the sole cause of your or your Organisation’s loss or damage.
17.6 To the maximum extent permitted by law, the liability of IPEX for breach of any Non-excludable Rights is limited to:
17.6.1 replacement or refund for a major failure and you may seek compensation for any other reasonably foreseeable loss or damage; or
17.6.2 replacement or repair if the goods or services fail to be of acceptable quality and the failure does not amount to a major failure.
17.7 You and your Organisation each jointly and severally, indemnify and hold harmless IPEX and its related bodies corporate, directors, officers, employees and agents from and against all actions, claims, suits, demands, damages, liabilities, costs or expenses, including reasonable legal fees, arising out of, or in any way connected to:
17.7.1 your or your Organisation’s use of the Platform or information or content (including User Generated Content) available by means of the Platform; or
17.7.2 your Organisation’s participation in Qantas Business Rewards; or
17.7.3 any act or omission of you or your Organisation; or
17.7.4 any dispute between you, your Organisation and any other third party; or
17.7.5 the use of the Platform by anyone using your or any other device associated with your Organisation, except to the extent such liabilities, cost or expense is caused by IPEX’s or the relevant indemnified party’s wilful default, negligence or breach of these Terms.
17.8 This clause survives termination of this agreement for any reason.
18. Cancellation and termination
18.1 You or your Organisation may end your or its access to the Platform at any time by deleting the relevant account and ceasing to access or visit the Platform. Deleting the relevant account will end your ability to access certain parts of the Platform and you and your Organisation will need to register again with IPEX if access to required thereafter. Any data or personal information that IPEX has collected about you, your Organisation or your use of the Platform (including any User Generated Content) will be retained and/or destroyed in accordance with our Privacy Policy.
18.2 We may suspend or terminate your and your Organisation’s access to the Platform without notice where IPEX considers on reasonable grounds that suspension or termination is necessary including where required to protect other Users, Organisation or IPEX’s business or property interests.
18.3 IPEX may also suspend or terminate your and your Organisation’s account or your access to the Platform include where:
18.3.1 IPEX has ceased to provide the Platform, in whole or in part;
18.3.2 IPEX’s business or contractual relationships with third parties require IPEX to do so; or
18.3.3 IPEX considers that you or your Organisation has done something that is detrimental to IPEX’s business interests or reputation or those of any third parties;
18.3.4 if IPEX has any reason to believe that you have revoked consent or approval in relation to the provision of the Platform;
18.3.5 if you or your Organisation has closed the relevant nominated account(s) with IPEX;
18.3.6 if you or your Organisation terminates your or its use of the Platform;
18.3.7 if IPEX has any concerns about the security, stability or integrity of any of your or your Organisation’s technology systems and infrastructure or the Platform;
18.3.8 if you or any Users authorised on your behalf or your Organisation breach any of the provisions of these Terms or the IPEX Platform Agreement; or
18.4 Subject to clause 17, you acknowledge that neither IPEX, nor any third party, will have any liability to you or your Organisation for any reason whatsoever arising from suspension or termination of your account to the Platform in accordance with these Terms.
19. Disputes
19.1 You and your Organisation acknowledge and agree that IPEX will not be involved with any dispute arising out of any dispute in relation to payments made on the Platform.
19.2 In the event of a dispute, IPEX reserves the right suspend all payment instructions (including receipt of payments) to or from any Project Account or otherwise in connection the Project until the dispute has been resolved or where a dispute is submitted to alternative disputes resolution, and the independent officer gives a written decision of the dispute.
19.3 IPEX is not liable for any payment instructions processed which are not actioned or facilitated that are subject to the dispute.
19.4 This clause 19 applies to any dispute or disagreement arising out of or relating to these Terms, including any dispute arising out of or relating to the existence, formation, breach or termination of this Agreement or any claim in tort, in equity or pursuant to any legislation (Dispute).
19.5 A party must not commence any court proceedings relating to a Dispute unless it has complied with the provisions of this clause 19, except where:
19.5.1 a party seeks injunctive relief (interim, permanent or otherwise); or
19.5.2 the Dispute relates to compliance with this clause 19.
19.6 A party claiming that a Dispute has arisen must give written notice to the other party setting out the nature of the Dispute (“Dispute Notice”).
19.7 Within three Business Days of receipt of a Dispute Notice, the parties must each nominate a representative who has express authority to resolve the Dispute or to initiate proceedings for resolving the Dispute, and give written notice to the other party of the identity of that representative.
Negotiation
19.8 Within 10 Business Days of the date of a Dispute Notice, the representatives nominated under clause 19 must meet at IPEX’s premises or another location agreed by both parties to seek to resolve the Dispute by negotiation in good faith. Both parties agree:
19.8.1 to keep all aspects of the meeting, except the fact of its occurrence, confidential; and
19.8.2 that all communications between representatives at the meeting are made on a without prejudice basis.
19.9 If the representatives nominated under clause 19 are unable to resolve the Dispute within 20 Business Days of the date of the relevant Dispute Notice, either party may commence court proceedings in relation to the Dispute. Where both parties agree to do so, both parties may continue to attempt to resolve the Dispute through the use of alternative dispute resolution procedures, such as mediation or arbitration.
19.10 You and your Organisation acknowledge and agree that in the event of a Dispute, IPEX may suspend access to the Platform and the performance of its obligations under this Agreement for as long as the Dispute persists.
Frustration
19.11 Where IPEX reasonably believes one party is invalidly withholding an acknowledgement, consent or approval that is necessary for the continuation of Project, IPEX retains the right to apply the settings agreed to by the Contractor and Principal in the IPEX Settings Form
19.12 The Contractor or Principal may request in writing that IPEX exercise its right to apply the agreed settings in the IPEX Settings Form. Requests must be accompanied by supporting evidence.
19.13 Upon receipt of a request and as a prerequisite to enforcing their right to enforce the agreed settings, IPEX will provide written notice to the relevant parties.
19.14 If neither party objects within a period of 10 Business Days, the parties will be deemed to have consented to IPEX applying the agreed settings from the IPEX Settings Form.
19.15 If a party provides a written objection to IPEX’s notice, then this will be regarded as a Dispute and the process outlined under clause 19.1 to 19.10 (inclusive) shall apply.
20. General
20.1 These Terms are governed by and are to be construed in accordance with the laws of Victoria, Australia and this applies notwithstanding any use of the Platform outside of Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.
20.2 If there is a contradiction or inconsistency between these Terms and any other notices, policies, communications or documents relating to the Platform, then these Terms will prevail to the extent of that contradiction or inconsistency.
20.3 If a court determines that any provision of these Terms is invalid or not enforceable, that provision shall be read down or severed to the extent of the invalidity or unenforceability only, without affecting the remaining provisions of these Terms.
20.4 Your and your Organisation’s rights and obligations under these Terms are personal to you or your Organisation and you and your Organisation may not assign, transfer, sub-contract or otherwise dispose of any or all of your rights and/or obligations under these Terms. IPEX may assign, transfer, sub-contract, novate or otherwise dispose of any or all of our rights and/or obligations under these Terms, at the discretion of IPEX without notice to you or your Organisation.
If you have any queries regarding these Terms, please contact IPEX on info@ipex.com.au or 0439 983 958.