Zip Business Trade – Terms and Conditions

1. Overview Contract

These Terms and Conditions governs all use, operation, Transactions and availability of the Trade Account. Your Contract comprises: a) The Schedule
b) These Terms and Conditions

Before you accept this offer and a Contract is formed you should read both documents carefully. Together they contain information we are required by law to give you and you should keep them for future reference.

Privacy

We collect and use your personal information in accordance with our Privacy Policy (as amended from time to time) which you can view on our website zip.co/au.

You acknowledge and agree that:

• from time to time we will send you updates to let you know who our partners (including merchants) are so that you know where you can use our services. We may also send you updates when new partners make available / support our services; and
• we may use or disclose your personal information to tell you about the products and services that we or our partners offer.

If you do not want:

• us to keep you updated about which partners support our services;
• to receive direct marketing communications from us (or from our agents or our contractors on our behalf) or for us to use or disclose your personal information for direct marketing,

You can opt out by calling us on (02) 8294 2345, emailing us at trade@care.zip.co or by simply clicking “unsubscribe” or “STOP” to any emails or SMS offers or electronic marketing you may receive.

2. Nature of the Trade Account

The Trade Account can be used by you for making Transactions in accordance with the Contract. You must use your Trade Account:

• where this is a SMEG 2 Contract - wholly for business purposes and in accordance with your SMEG 2 Contract Declaration; or
• where this is not a SMEG 2 Contract - wholly or predominantly for business purposes,

and not for private or domestic purposes.

We incur costs in providing the services set out in the Contract, including but not limited to: Trade Account set up and Trade Account management; creating, monitoring and maintaining secure Access Methods and Access Codes; approving, authorising and verifying Transactions; providing Statements; managing and processing your Repayments through direct debit, card or BPay; reviewing Unauthorised Transactions and providing buyer protection; managing and maintaining the Website and ZIP Customer Centre. We will charge an Account Fee each month for those costs incurred.

You are only permitted to have one active Trade Account at any time.

3. Electronic Acceptance

You:

a) acknowledge that you have read the Terms and Conditions;
b) acknowledge and agree that both you and ZIP have or will sign this Contract electronically;
c) consent to providing your signature electronically for the purposes of this Contract, the Direct Debit Service Agreement, and the Privacy Act Authorisation and Disclosure; and
d) consent to receiving correspondence relating to the Trade Account, notices and other documents electronically.

4. Trade Account Activation

You cannot make a Transaction until your Trade Account is activated. Your Trade Account is activated by you accepting your Contract.

5. Communications Between Us and You

a) By inserting your email address, telephone or mobile phone number in the Schedule you authorise us to use email or mobile phone for communication purposes, which may include contacting you for the purposes of ensuring compliance with your obligations under this Contract. b) You acknowledge that you cannot opt out of receiving ZIP transactional communications (for example, your Statement). Should you wish to cease receiving transactional communications, you can terminate your Trade Account by paying the Outstanding Balance, plus any accrued fees and charges. We will not charge a termination fee if you elect to terminate your Trade Account. c) You must tell us if you change your name, your residential, postal or email address, your telephone or mobile phone number. d) If you have to give us a document or notice then you can: (i) post it to our registered office address, or any other address we tell you; or (ii) email it to an email address we tell you. e) Unless stated otherwise, if we need to give you a document or notice we can do so by: (i) emailing it to the email address or via an SMS to the mobile number you have provided to us (provided we are permitted to give you this document or notice electronically by law); (ii) delivering it to you personally; or (iii) leaving it at, or sending it by post to your business or postal address last known to us. f) If you have provided us with your email address you must: (i) regularly check your email address to see if you have received any emails from us; and (ii) maintain and check your Electronic Equipment and your email address regularly to ensure it is always capable of receiving emails from us. You are responsible for printing or saving important documents, and we strongly recommend that you do so. g) If you update your email address, telephone, or mobile phone number via the ZIP Wallet, Zip Website or Zip App or via any other means that we make available to you, you authorise us to communicate with you as per this clause.

6. Making Transactions on your Trade Account

We may allow you to make a Transaction on your Trade Account through any Access Method we determine which may include: a) making a Purchase with any Merchant authorised by us; or b) at the Zip Website www.zip.co; c) via the Zip App; d) by using Pay Bills with ZIP; or e) any other Access Method we authorise from time to time. Transactions on your Trade Account can be initiated and authorised using a combination of Password, PIN, barcode and SMS Code. Your Transactions, and any instruction given to a Merchant, will be processed in accordance with these Terms and Conditions. Note that not all Access Methods may be available for your Trade Account. We are not liable for any refusal or failure of a Merchant to accept your instructions at any time or for the quality, performance or other matters in relation to goods and services bought with Transactions on your Trade Account unless this is required by law or a code or is covered by these Terms and Conditions. All Transactions made using your Trade Account will be debited to your Trade Account and you agree to repay them to us in accordance with the Contract. Daily or periodical transaction limits may apply on the number or value of Transactions on your Trade Account. If we apply or vary any daily or periodic transaction limit we will advise you.

f) All Transactions made on your Trade Account must be authorised by us. Circumstances where Transactions may not be authorised under this clause 6 include where: (i) the Transaction would mean you are in excess of your Trade Account Limit; or (ii) your Trade Account has a Past Due Amount or is in default; or (iii) we reasonably consider that there has been unsatisfactory Trade Account performance, behaviour or conduct; or (iv) there is suspicious or fraudulent conduct on your Trade Account; or (v) we become aware of a material change in your financial circumstances that may affect your ability to make repayments under the Contract; or (vi) there is no active direct debit set up for Trade Account repayments; or (vii) you have breached any Terms or Conditions of this Contract; or (viii) we become aware you have made multiple attempts to apply for additional Trade Accounts; or (ix) we become aware you have multiple Trade accounts; or (x) there is, has been or we become aware of a potential business disruption or technology issue which affects a Transaction, your Trade Account or the services we provide under the Contract; or (xi) the Transaction may be in breach of an applicable law, including anti-money laundering or terrorist financing laws and regulations; (xii) we reasonably consider that you are using your Trade Account to make or facilitate payments to yourself; or (xiii) your Trade Account is being used to process a high number of lower value Transactions that are not consistent with reasonable business use; or (xiv) where this is a SMEG 2 Contract, you initiate the Transaction after the Contract Expiry Date.

7. Repayments

a) You must pay us the Monthly Repayment Amount shown as displayed on your Schedule or Statement by the Due Date. You may choose to pay more if you wish but you must not put the balance in your Trade Account in to credit. b) You are responsible for ensuring that payment is received by us on time on or before the Due Date. c) If the Due Date is not a Business Day, or on the 29th, 30th or 31st of a month that does not include such a day, you must ensure it is received by us by the next Business Day d) If your Statement shows a Past Due Amount or refers to an amount “Due Immediately” you must also pay us that amount immediately on receipt of your Statement.

8. How to make Repayments

Repayments must be made in a manner shown on your Statement, as amended from time to time, which may include the following: a) direct debit from your Nominated Account (by completing a Direct Debit Request); or b) BPAY from any participating financial institution (please refer to your Statement or the ZIP Customer Centre for further information on how to make a repayment to us using BPAY); or c) by signing in to your account at www.zip.co and using one of the payment methods identified; or d) by any other method we advise you of. A direct debit must be active as a repayment method for your Trade Account at all times unless agreed by us.

9. Application of Repayments

A repayment will be treated as being made on the Effective Date. The Effective Date for each repayment will be set out in your Statement.

You must allow sufficient time for us to receive your repayment by the Due Date. Third parties who send us or process your repayment on your behalf are not our agents and receipt of a repayment, and the Effective Date will be the date and time we receive and process your repayment. We will apply your repayments to reduce your Outstanding Balance.

10. Trade Account Limit

Your Trade Account Limit is the amount specified in the Schedule or such other amount as we may authorise. Subject to any Transaction limits you may Drawdown up to your Trade Account Limit. You must ensure that you do not exceed your Trade Account Limit. If your Trade Account Limit is reached or exceeded, fees and Government charges will continue to be charged to your Trade Account even if debiting these items results in you exceeding your Trade Account Limit. Your Trade Account Limit does not change because your Trade Account balance exceeds your Trade Account Limit. Any excess above your Trade Account Limit shall be immediately repayable by you without the necessity for ZIP to demand repayment. Should your Trade Account reach or exceed the Trade Account Limit, you must not initiate and we may not authorise further Transactions on your Trade Account until your Outstanding Balance is brought within the Trade Account Limit.

We may increase your Trade Account Limit at your request or with your written consent, subject to our approval (which we will notify to you). You may request us to reduce your Trade Account Limit at any time, however if you request to reduce your Trade Account Limit to an amount that is less than your Outstanding Balance, you must first reduce your Outstanding Balance to an amount that is less than the reduced limit before we will process your request.

Your initial Trade Account Limit is the amount set out in the Schedule. Your Trade Account Limit is set based on our reasonable assessment of your circumstances. We may reduce your Trade Account Limit at any time in accordance with clause 19. If you are unhappy with the decreased limit you can terminate your Trade Account by paying the Outstanding Balance, plus any accrued fees and charges. We will not charge a termination fee if you elect to terminate your Trade Account.

11. Credit Balances and Refunds

The Trade Account must not have a credit balance. However, if your Trade Account has a credit balance, we will apply this credit to reduce debits in respect of Drawdowns as they arise. We will not pay you interest on the credit balance of your Trade Account. Should a Transaction be refunded (either in full or partially), it may only be refunded into your Trade Account. Should a refund result in your Trade Account having a credit balance, you are not entitled to receive this credit via a funds or cash transfer into a nominated bank account.

12. Fees Payable

You must pay us the fees and charges in the amounts and the circumstances set out in the Schedule, the Terms and Conditions, Statement, or as notified by us, as varied or updated from time to time. We will debit the fees and charges to your Trade Account when they are payable and they will appear on your Statement.

13. Government Fees and Charges

You must pay all Government duties, rates, taxes and charges now, or in the future, charged on or otherwise payable in relation to your Contract, or your Transactions. You must pay us the amounts in accordance with the relevant legislation, whether or not you are liable for them under that legislation. We may debit these to your Trade Account and they will appear on your Statement.

14. Accessing your Trade Account

We may provide you with access to your Trade Account, at our absolute discretion, to obtain information or give us instructions using any one or more of the following Access Methods: a) Zip Website; b) our ZIP Wallet; c) our customer service team; d) our Zip App; e) a Merchant recognised by us; or f) any other method that we determine from time to time.

Access to your Trade Account may require one of, or a combination of, a Password, PIN or SMS Code. We will try (without any legal obligation) to provide access on a 24-hour continuous basis. However, circumstances may not always make this possible.

15. Password Access to your Trade Account

You must keep your Password secret and secure. This is because your Password permits the holder of the Password to access our Website or the Zip App, and therefore, information about your Trade Account and to give instructions in respect of your Trade Account. Please ensure you do not record or save your Password on your computer or on any emails. If you have lost, forgotten, or misplaced your Password, or believe someone knows it, or believe there has been unauthorised access to your Trade Account, please contact us to cancel your Password and to re-set your Password.

Your Password should also: a) be changed regularly via our Website or our customer service team, be easy to memorise but difficult to guess and not have any connection with you (such as birthday, telephone number, car registration etc); b) not be disclosed to anyone else, not even family members or friends; and c) not be stored in your computer programmable function keys.

You should also ensure that: a) your computer is free from viruses and any form of password recording program or mechanism; b) your computer is not left unattended while logged onto our website; and c) you shut down all browser windows used to gain access to our website and that the ‘back’ function or similar cannot be used to trace your activities

16. Your email address and mobile phone number

We may use your email address as part of our secure log in and/or Transaction authorisation process, or to advise you of any enhancement or changes to your Trade Account which may alter our delivery of, or your ability to use your Trade Account. You need to keep your email address current. You may update your email address by contacting us or using the Zip Customer Centre, ZIP App or any other method we make available. If you do not provide us with a correct email address, you may not receive important information and Statements regarding your Trade Account.

We may use your mobile phone number as part of our secure log in process, or to send you SMS Codes as part of the Transaction authorisation process and other information relevant to this service. You need to keep your mobile phone number current. You may update your mobile phone number by contacting us or using the Zip Customer Centre or Zip App If you do not provide us with your correct mobile phone number you may not be able to transact on your Trade Account, and you may not be notified of important information relevant to the use of your Trade Account.

17. Liability for Unauthorised Transactions on your Trade Account

You are liable to us in respect of an Unauthorised Transaction when: a) you have failed to advise us of any suspected or unauthorised use of your Trade Account; or b) you have provided information regarding your Password to someone whether knowingly or not; or c) you have committed fraud.

You are not liable to us in respect of an Unauthorised Transaction when: a) the Unauthorised Transaction occurred after you had advised us of suspected unauthorised use of your Trade Account; or b) a Transaction is incorrectly credited or debited to your Trade Account by us; or c) it is clear that you have not contributed to the loss; or d) it is determined by us, acting reasonably, that you were not directly or indirectly responsible for the relevant Unauthorised Transaction; or e) it was caused by the mistake, fraudulent or negligent conduct of employees or agents of: (ii) us; or (i) any Merchant, relating to a forged, faulty, expired, fraudulent or cancelled Transaction.

If you are concerned about any suspect activity on your Trade Account, please contact our customer service team immediately.

18. Statements

You will receive a Statement each month where there has been a Transaction made on your Trade Account or where there is an Outstanding Balance in the period. You are also entitled to ask for a Statement at any time. We may charge you a fee to provide Statements on request. All our Statements are provided electronically unless specifically requested otherwise. It is your responsibility to check your Statement carefully as soon as you receive it and immediately notify us of any errors or Unauthorised Transactions. So that you can check your Statement you may wish to keep all your records of all your Invoices.

19. Changes to your Contract

This Contract is subject to change from time to time and is correct and current as at the date stated on the Contract. Any updated information on your Trade Account will be made available on the Zip App, Zip Wallet, Zip Website or provided to you via email or other electronic communication or notice method (as we determine from time to time).

Subject to the law and acting reasonably, we may vary the following terms of your Contract at any time without your consent, by providing at least 30 days’ prior notice when: a) changing the amount, frequency, time for repayment, or method of calculating any repayments; b) changing the amount, frequency or time for payment of any fee or charge; c) imposing a new fee or charge; d) making any other material change to the Contract; e) we impose, remove or adjust daily or periodic Transaction limits; or f) reducing (but not increasing) the Trade Account Limit. If this is a SMEG 2 Contract, we will only vary any of the above terms of your Contract where this is permitted by the Phase 2 Rules.

We will provide you with notice on the Zip App, Zip Wallet, Zip Website or via email or other electronic communication or notice method (as we determine from time to time).

For the avoidance of doubt, this clause 19 does not permit the introduction of a new fee charged to close your Trade Account. There is no term on your Contract, and there is no fee to payout the balance or close the Trade Account. If you are unhappy with the any of the changes to the Contract you can terminate your Trade Account by paying the Outstanding Balance, plus any accrued fees and charges.

We are not obliged to give you any advance notice if an immediate change to the Contract is deemed necessary for the security of your Trade Account or as required by law.

20. Changes in your circumstances

You must contact us immediately to inform us of a change in your particulars, including when: a) your contact details change (including phone numbers, business and postal address, and email address); b) you have changed your business details or legal status (for example, company or business name, or partners in the partnership) ; c) your direct or indirect ownership structure has changed; d) you have been declared bankrupt or commit an act of bankruptcy, or you go into administration, liquidation or receivership; e) you would like to appoint a person to act on your behalf under a power of attorney; or f) your payment instructions change (for example you may wish to change your current Nominated Account details). You must also tell us if you think there is any information that we should be aware of about your ability to comply with this Contract. We may require written proof for changes in personal details or registrable details (for example, copy of ASIC registration confirmation).

21. Guarantee and indemnity

a) The Guarantor acknowledges and agrees that: (i) they have entered into this Contract and Guarantee at the Account Holder’s request; (ii) the Guarantor has received valuable consideration for entering into this Guarantee and Contract; (iii) we are acting in reliance of the Guarantor incurring obligations and giving rights under this Contract; (iv) the Guarantor has read and understood the terms of this Contract, including the Guarantee; and (v) the Guarantor has made its own enquiries and satisfied itself as to the financial condition of the Account Holder and the Account Holder’s ability to perform its obligations and has not relied in any way on any information provided by us.

b) Guarantee The Guarantor unconditionally and irrevocably guarantees to us the Account Holder’s compliance with its obligations, including each obligation to pay all amounts payable under this Contract, now or into the future, from time to time (the Guaranteed Money). The Guarantor gives this Guarantee and makes the promises set out in this clause 21 in return for us agreeing (subject to any relevant conditions) to give and continue to provide credit to the Account Holder and/or not to take immediate action against the Account Holder to enforce this Contract. At any time, the Guaranteed Money will include the following, so long as they arise under or in respect of this Contract: (i) money which the Account Holder actually does owe or will owe us; (ii) money which the Account Holder does or will contingently owe us; and (iii) money which the Account Holder may owe us at any time if something happens or is discovered.

If the Account Holder does not pay us any amount of the Guaranteed Money when it is due, we can demand that the Guarantor pay that amount to us. If we make such demand, the Guarantor must pay us that amount without deducting any amounts we may owe the Guarantor (to the extent this is permitted by law).

If the Account Holder does not comply with its other obligations on time and in accordance with this Contract, then the Guarantor agrees to comply with those obligations on demand from us. A demand may be made whether or not we have made a demand on the Account Holder.

This Guarantee creates a principal and independent obligation and liability of the Guarantor to us. c) Indemnity The Guarantor unconditionally and irrevocably indemnifies us against any liability or loss arising from, any costs we incur, if: (i) the Account Holder does not, or is unable to, comply with an obligation it has (including an obligation to pay the Guaranteed Money); (ii) an obligation the Account Holder would otherwise have under this Contract (including an obligation to pay the Guaranteed Money) is found to be void, voidable or unenforceable; (iii) an obligation the Guarantor would otherwise have under clause 21(b) is found to be void, voidable or unenforceable; and (iv) a representation or warranty by the Account Holder in this Contract is found to have been materially incorrect or misleading when made or taken to be made, but only to the extent that any liability or loss that arises, or costs we incur, is not caused by the fraud, negligence or wilful misconduct of us or our employees or agents.

The Guarantor agrees to pay any amount under this Guarantee on demand from us. We need not incur expense or make payment before enforcing its right or indemnity under clause 21(c)(i).

The liability of the Guarantor under clause 21(c)(i) is a separate and additional liability of the Guarantor as a principal debtor and not as a surety.

d) Extent of Guarantee and Indemnity Each of the guarantee in clause 21(b) and indemnity in clause 21(c) are continuing obligations despite any intervening payment, settlement or other thing and extends to all of the Account Holder’s obligations.

e) Variations and replacements The Guarantor agrees that the obligations guaranteed under clause 21(b) include any obligations under this Contract as varied or replaced.

f) Limit to Guarantor’s liability This Guarantee is a guarantee and indemnity for all guaranteed obligations (including the obligation to pay the Guaranteed Money) including any costs and expenses payable under clause 21(g) and Late Payment Fees under clause 21(h).

g) Costs and expenses The Guarantor must pay us for: (i) Our reasonable costs in arranging, administering (including enforcing or taking any other action in connection with our rights) and terminating this Guarantee; and (ii) all stamp and other duties, fees, taxes and charges payable in connection with this Guarantee and any transaction (such as a payment or receipt) under it and any interest, penalties, fines and expenses in connection with them.

h) Overdue balances The Guarantor must pay any Late Payment Fees incurred on any amounts owed under this Contract.

i) Avoided transactions The Guarantor acknowledges that a trustee in bankruptcy, liquidator or similar person may ask us to refund a payment that we have received in connection with this Contract or this Guarantee. To the extent we are obliged to, or we agree to, make a refund, we may treat the original payment as if it had not been made. We are then entitled to our rights against the Guarantor under this Guarantee as if the payment had never been made.

j) No merger The Guarantee does not merge with or adversely affect: (i) any other guarantee or indemnity, or mortgage, charge or other security, or right or remedy to which we are entitled at any time; or (ii) a judgment or order which we obtain against the Guarantor in respect of an amount payable under the Guarantee. We can still exercise our rights under the Guarantee as well as under the judgment, order, other guarantee or security.

k) No competing claims As long as an amount payable under this Contract remains unpaid, the Guarantor may not, without our prior written consent: (i) reduce the Guarantor’s liability under the Guarantee by claiming that the Guarantor, the Account Holder or any other person has a right of set-off or counterclaim against us; (ii) claim an amount from the Account Holder or another guarantor of the Account Holder’s obligations under a right of indemnity; or (iii) claim an amount in the insolvency of Account Holder or another guarantor of the Account Holder’s obligations under this Contract (including a person who has signed this Guarantee).

l) Guarantor must act on demand The Guarantor must promptly do anything we reasonably request (such as obtaining consents, signing and producing documents and getting documents completed and signed) to bind itself under the Guarantee.

m) Marshalling We may claim against the Guarantor under this Guarantee before enforcing any of our rights: (i) against Account Holder or any other person; or (ii) under another document such as a guarantee or mortgage, charge or other security.

n) Application of money We may use any money paid by or for the Account Holder towards meeting any part we choose of the amounts of Guaranteed Money owed to us . We may use any money paid by the Guarantor under this Guarantee towards paying any part we choose of the amounts owed to us under this Guarantee.

o) Guarantee and Indemnity remains unaffected This Guarantee and the Guarantor’s liability are not affected by: (i) the occurrence of a default under clause 28; (ii) the granting to any person by us of any waiver; (iii) any increase or variation in the amount payable under this Guarantee or this Contract for any reason; (iv) any amendment to or transfer of this Contract, or any right or liability of any person under this Contract, whether for or without consideration; (v) any termination of this Contract, or any right or liability of any person under this Contract, where certain obligations of the Account Holder survive; (vi) any release by us of any right or liability of us or any person under this Contract; (vii) us taking, completing or perfecting, or any failure in taking, completing or perfecting or any right under this Contract; (viii) any failure by any person concerning, or by us in requesting or requiring, the execution or effective execution of this Contract at any time by any person; (ix) any exercise or enforcement, or any failure or incapacity in the exercise or enforcement, by us of any right conferred on us by this Contract or by law; (x) the invalidity of any agreement other than the Guarantee, or its execution by any person other than the Guarantor, for any reason; (xi) any incapacity of or fact relating to any person other than the Guarantor, including any change in the constitution or membership of any person; (xii) any invalidity or incapacity of, or in any consent or conferral or delegation of power to, any person other than the Guarantor, whether in its own right or any other purported capacity, to execute, or perform any liability under, any agreement; (xiii) any failure in obtaining the consent of any person by us in connection with this Contract; or (xiv) any other act or omission by us or anyone else, or any other fact or matter, that might otherwise affect our rights or the obligations or liabilities of the Guarantor. This clause does not apply to any action taken by us with the specific and express purpose of varying, waiving or terminating a right or liability of the Guarantor.

p) Assignment The Guarantor may only assign or transfer any of its right or obligations with our prior written consent. We may assign or transfer any or all of our rights or obligations under this Guarantee at any time.

22. Service of Notices

To the extent permitted by law, any notice or document given by us under this Contract or required by law or industry code or guideline may be given in writing, can be signed by any of our officers, and can be delivered personally, by pre-paid mail to the address you or a Guarantor have nominated for delivery of notices and documents, or by email to your or a Guarantor's nominated email address, or if no such address has been nominated by you or a Guarantor, your or a Guarantor's address as last known to us, or by SMS to the mobile number you or a Guarantor has provided us. Any such notice or document shall be deemed to have been received by you or a Guarantor when it would have been delivered in the ordinary course of post or, if delivered by email, or SMS at the time it becomes capable of being retrieved by you or a Guarantor at the relevant email address or mobile.

23. Applicable Law

You Contract will be construed in accordance with and governed by the laws of the State of New South Wales. The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales.

24. Evidence

You agree that any record of a Transaction provided to us by a Merchant is admissible evidence of the Transaction and of the amount shown and that, unless the contrary is established, it is conclusive evidence that the Transaction took place but is not conclusive evidence that it was authorised by you (for example, if the Transaction is an Unauthorised Transaction).

25. Assignments of rights and disclosures

This Contract cannot be assigned by you without our prior written consent. We may assign, transfer or otherwise deal with our rights under this Contract without notifying you or obtaining your consent. This will not affect your rights or obligations under the Contract.

You consent to us disclosing on a continuous basis any information or documents relating to you we consider necessary to assign such rights, manage the assigned Contract and assess your total liabilities to us and any related entity.

26. Exercise of our rights

If we decide not to exercise a right, remedy or power, this does not mean we cannot exercise it later and you agree we are not stopped from doing so. In addition we are not liable for any loss caused by exercising or attempting to exercise a right remedy or power or not exercising it, whether or not it is caused by our negligence.

27. Closure of, or denial of, access to your Trade Account

a) You may request that your Trade Account be closed by: (i) giving us notice in writing or contacting us; and (ii) paying any Outstanding Balance in full, including Transactions and fees and charges not yet shown on your Trade Account. If you request that we close your Trade Account: (i) no further Transactions will be permitted; and (ii) your obligations under this Contract will continue until you pay us the total amount you owe us (including fees and charges and other amounts you become liable to pay under the Contract, including those which have not yet been debited to the Trade Account), at which point this Contract will be terminated.

b) We may decide at any time, subject to 27c) below, without prior notice and whether or not you are in default, to: (i) suspend your Trade Account; or (ii) close your Trade Account. We will notify you if we suspend or close your Trade Account in these circumstances as soon as practicable.

c) Circumstances where your Trade Account may be suspended or closed under clause 27b) are where: (i) your Trade Account has a Past Due Amount, has exceeded its Available Limit or is in default under clause 28 of these Terms and Conditions; or (ii) there is suspicious or fraudulent conduct; or (iii) we become aware of a material change in your financial circumstances that may affect your ability to make repayments under the Contract; or (iv) there is no active direct debit set up for Trade Account repayments; or (v) we consider it reasonably necessary to protect the security of your Trade Account; (vi) You have made multiple attempts to apply for additional Trade Accounts; (vii) We have denied you access to your Account under 27e); or (viii) where this is a SMEG 2 Contract, we have reasonable grounds to believe that you have breached the SMEG 2 Contract Declaration. If we suspend your Trade Account under clause 27c)(iii), we may (acting reasonably) ask you to provide us with additional information in order for us to better assess the change in your financial circumstances and the extent to which this may affect your ability to repay the Outstanding Balance. We will agree with you a reasonable timeframe to provide this additional information to us. Any action taken by us under clause 27c) does not affect the amounts you owe us under this Contract.

d) In the event we exercise our rights under clause 27c): (i) you will not be allowed to make any further Transactions; (ii) where your Trade Account is suspended - you must continue to comply with your obligations under this Contract, including to pay the Monthly Repayment Amount each month and, if relevant, any Past Due Amount; and (iii) where your Trade Account is closed – your obligations under this Contract will continue until you pay us the total amount you owe us (including fees and charges, and other amounts you become liable to pay under the Contract, including those which have not yet been debited to the Trade Account), at which point this Contract will be terminated. Subject to clause 27e) if we suspend your Trade Account, you may continue to access information about your Trade Account through our website or Zip App.

e) We may, at any time, deny access to your Trade Account for any reason including suspected fraudulent use, non–compliance with the Terms and Conditions, where such non-compliance is likely to affect ZIP’s likelihood of being repaid under the Contract or affect the ability of ZIP to provide the services under the Contract, or if we consider a security issue has arisen which requires further investigation.

f) If we suspend your Trade Account, you may ask that it be reinstated. We will, in our absolute discretion consider your request (for example, by considering whether you have remedied a default) and will not unreasonably withhold our consent to your request.

g) If this is a SMEG 2 Contract, your Trade Account will automatically close on the Contract Expiry Date unless it is closed earlier due to the exercise any of the rights in sections 27a) - 27f) above. From the Contract Expiry Date, no further Transactions will be permitted, and your obligations under the Contract will continue until you pay us the total amount you owe us (including fees and charges and other amounts you become liable to pay under the Contract, including those which have not yet been debited to the Trade Account), at which point this Contract will be terminated.

28. Default

You are in default if: a) Payment of a Monthly Repayment Amount is not made by the relevant Due Date; or b) The Outstanding Balance of your Trade Account exceeds the Trade Account Limit; or c) You do not comply with any other terms or conditions of this Contract, and where such non-compliance is likely to affect ZIP’s likelihood of being repaid under the Contract ; or d) We believe, on reasonable grounds, that we were induced by fraud on your part to enter into this Contract; or e) You make any materially false, incorrect or misleading representation to us, whether verbally or by the provision of documents or other information; or f) we believe on reasonable grounds that you are using your Trade Account for any unlawful, fraudulent or improper activity, or are otherwise engaging in illegal activity; or g) You have more than one trade account with us; or h) you go into administration, liquidation, receivership or commit an act of bankruptcy; or i) there is a change to your legal status, composition or the capacity in which you enter agreements (e.g., your partners change, if you are a partnership) and we have not given our prior written consent to the change; or j) there is a material change in your direct or indirect ownership or control, and we have not given our prior written consent to this change (which we will not withhold unreasonably).

If you are in default under clause 28a), the Late Payment Fee may be applied to your Outstanding Balance in accordance with the timeframes in the Schedule.

If you are in default and we consider the default is capable of being remedied, we will send you a default notice specifying the details of the default, how it may be corrected, and how long you have to correct it. We will provide a reasonable period for you to remedy such default before taking further action in respect of the default.

However, if you are in default: and we reasonably consider the default is not capable of being remedied; or we reasonably consider the default is capable of being remedied, and you have not remedied the default within the time stated in our default notice,

then all amounts you owe us (including amounts which have been accrued but not yet debited to your Trade Account) will then become immediately due and payable and we may demand that you pay us these amounts. We may also exercise any other rights we have under this Contract (including, without limitation, under clause 27), subject to any additional obligations at law.

Enforcement expenses may be payable if you default and, where the default is capable of remedy, you have not remedied it within the time stated in our default notice. You must pay to us all reasonable enforcement expenses incurred by us or our agents in exercising our rights because you default. These enforcement expenses will be debited to your Trade Account, and when we do they will be added to and form part of the Outstanding Balance.

Enforcement expenses may include reasonable legal costs and the reasonable expenses of our staff and our facilities reasonably incurred in relation to any enforcement.

29. Exclusions of Warranties and Representations

a) We do not warrant that recognised Merchants will accept Purchases. You should always enquire beforehand before selecting goods or services.

b) We do not accept any responsibility should a Merchant refuse to accept or honour the Transaction.

c) Unless the law requires, we are not responsible for any defects in the goods and services acquired by you through the use of the Trade Account. You acknowledge and accept that all complaints about these goods and services must be addressed to the Merchant who provided or sold those goods and services. Even if you make a complaint or dispute regarding a Transaction you must still pay us all amounts and charges charged to your Trade Account. However, if you dispute a Transaction made using your Trade Account within 30 days of that Transaction, in certain circumstances, and after due process and investigation, we may seek a reversal of the Transaction on your behalf (for example, where you did not receive the goods or services paid for). This involves the “charge back” or debiting of the Transaction from the Merchant’s account with its financial institution, and a crediting of that amount to your Trade Account.