Smart Fee Pty Ltd ACN 168 943 486

Invoice Payment Agreement Terms

1. Defined Terms

1.1 In this document, capitalised words have the meaning ascribed to them in the Client’s Details, Payment Terms, Client’s Offer or as defined below:

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Brisbane
Charges means the total amount of interest charged on the Loan payable to Smart Fee as described in the Payment Terms.

Client’s Details mean the information set out in section A of the document referred to in the definition of Invoice Payment Agreement Client’s Offer means the offer set out in section C of the document referred to in the definition of Invoice Payment Agreement

Default has the meaning specified in clause 4.1 Default Interest Rate is 10% per annum
Initial Payment means the amount specified in the Payment Details which comprises the Application Fee and the First Instalment.

First Instalment means the amount of an Instalment which is included in the Initial Payment Smart Fee means Smart Fee Pty Ltd ACN 168 943 486
Instalment Payments means the equal periodic instalments (as specified in the Payment Terms), payable by the Client to Smart Fee.
Loan means the loan specified in the Payment Terms of this Agreement.
Invoice Payment Agreement means the agreement made by Smart Fee in acceptance of the Client’s offer contained in the document titled “Smart Fee Pty Ltd ACN 168 943 486 Invoice Payment Agreement” comprising sections A (Client’s Details), B (Payment Terms), C (Client’s Offer) and E IntegraPay DDR Service Agreement thereof and signed by the Client, and includes these Invoice Payment Agreement Terms. Invoice Payment Agreement Terms means the terms set out in this document
Payment Terms mean the information set out in section B of the document referred to in the definition of Invoice Payment Agreement
Privacy Policy means the Smart Fee Privacy Policy available at www.smartfee.com.au/privacypolicy
Rebate means the amount derived by
multiplying the charges by the sum of the whole numbers from 1 to the number which is the number of Instalments in the period of the Invoice Payment Agreement still to go (both inclusive) and by dividing the product so obtained by the sum of all the whole numbers from 1 to the number which is the total number of Instalments in the period of the Invoice Payment Agreement (both inclusive) (‘the Rule of 78’).

2. Payment

2.1 Upon acceptance of the Client’s Offer, Smart Fee agrees to lend the Invoice Amount to the Client upon payment of the Initial Payment on terms set out in the Invoice Payment Agreement.

2.2 The Client agrees that the Invoice Amount when lent will be paid to the Practice and receipt by the Practice of the Invoice Amount shall be conclusive proof of the advance of the Invoice Amount for the benefit of the Client.

3. Interest, Fees and Payments

3.1 The Client agrees to pay to Smart Fee the Initial Payment comprising the Application Fee and First Instalment, on the Initial Payment Date.
3.2 Interest is payable on the Invoice Amount and is calculated, prior to the commencement of the Loan (as specified in the Payment Terms) and forms part of the Instalment payments to be made by the Client. 3.3 The Client agrees to pay to Smart Fee the Instalments, commencing on the Instalment Payment Commencement Date and to continue paying the Instalments at the frequency set out in the Payment Terms.

3.4 In addition to any other amounts payable in connection with this Agreement, the Client will reimburse Smart Fee in respect of any amounts it incurs as a result of any Default by the Client, including but not limited to any charges incurred by Smart Fee in relation to any Instalment direct debit that may be dishonoured. Further, in relation to any and each dishonoured direct debit or other payment, the Client will pay to Smart Fee, as liquidated damages, an amount of $40.00, which the parties agree is a genuine pre-estimate of the loss which Smart Fee will incur in administration costs in respect of such any dishonoured payment.

3.5 Any amounts that fall due by the Client to Smart Fee in addition to Instalments, whether by way of interest on overdue amounts or reimbursement of charges or otherwise as may fall due under the terms of this Agreement will be paid by the Client to Smart Fee on demand.

3.6 If the Client repays the Loan early, the Client will be entitled to the Rebate calculated as at the date of early repayment.
4 Interest on overdue amounts
4.1 Any money (including any overdue Instalment and any other amount that may fall due by the Client to Smart Fee under the terms of this Invoice Payment Agreement) which is not paid on its due date will bear interest at the Default Interest Rate, calculated on a daily basis, compounding monthly.
5 Default
5.1 A Default occurs if:
(a) If the Client fails to pay Instalments or any other monies owed under the Loan when they fall due;
(b) A receiver, liquidator, administrator, trustee in bankruptcy, controlling trustee or other external administrator is appointed to the Client or any of its assets;
(c) The Client’s direct debit request is cancelled without Smart Fee’s consent.
5.2 If a Default occurs then the all moneys due but unpaid under the Invoice Payment Agreement less the Rebate (calculated as at the date of Default) become payable immediately and will bear interest at the Default Interest Rate
5.3 The Client will pay to Smart Fee all costs, charges and expenses (including legal costs on a full indemnity basis) reasonably incurred by Smart Fee because of any Default of the Client.
6 Warranties
6.1 The Client represents and warrants to Smart Fee that:
(a) The Loan relates to the payment of invoices for professional fees for a commercial purpose;
(b) The invoices for the professional fees are due and payable;
(c) The Client does not dispute the invoices; (d) The Client has sufficient funds in its nominated account to satisfy the Instalment Payments to Smart Fee;
(e) These warranties are repeated on each occasion an Instalment Payment is due.
7 Termination
7.1 The Client may terminate the Invoice Payment Agreement at any time by giving written notice directly to Smart Fee, or through its nominated financial institution. Notice given to Smart Fee should be received by Smart Fee at least 14 Business days prior to the next Instalment due date.
7.2 Upon termination of the Invoice Payment Agreement, all moneys due by the Client to Smart Fee become immediately due and payable.
8 Disputes
8.1 The Client should notify Smart Fee (or its own financial institution) if it believes that an error or unauthorised transaction has occurred in relation to a transaction under or in connection with this Invoice Payment Agreement.
8.2 Any disputes will be dealt with in accordance with Smart Fee’s internal
dispute resolution policy.
9 Notice of Disclosure of your credit information to a credit reporting agency 9.1 Smart Fee may give information about
you to a credit reporting agency, for the following purposes:
(a) To obtain a consumer credit report about you, and/or
(b) To allow the credit reporting agency to create or maintain a credit information file containing information about you.
9.2 The information is limited to:
(a) Identity particulars – your name, sex, address, (and previous two addresses) date of birth, name of employer, and drivers licence number.
(b) Your application for credit or commercial service – the fact that you have applied for credit and the amount.
(c) The fact that Smart Fee is a credit
provider to you.
(d) Loan repayments which are overdue by more than 60 days, and for which debt collection has started.
(e) Advice that your loan repayments are no longer overdue in respect of any default that has been listed.
(f) Information that, in the opinion of Smart Fee you have committed a serious credit infringement (that is, fraudulently or shown
an intention not to comply with our credit obligations).
(g) Dishonoured cheques – cheques drawn by you for $100 or more which have been dishonoured more than once.

(h) That credit has been paid or otherwise discharged.

9.3 This information may be given before, during or after the provision of service to you. 10 Privacy Collection Notice & Credit Reporting Consent
10.1 Subject to the Privacy Act 1988 (Cth), the Client authorises Smart Fee to make consumer and commercial credit enquiries concerning the Client in relation to this Invoice Payment Agreement, and to exchange with any credit reporting agency and any other person (including a ratings agency, a credit enhancer or other participant in a securitisation arrangement affecting this Invoice Payment Agreement) any information concerning the Client (including credit information, repayment history, default information and other credit-related information as described in the Privacy Policy). Smart Fee may also exchange that information with other credit providers for purposes including to: assess a credit application; determine credit-default status; and assess or comment on credit worthiness. 10.2 Smart Fee may collect, hold, use and disclose personal information to: process this application; review credit arrangements on a periodic basis or in connection with changes (e.g. credit limit) as though assessing a new application; administer, manage, monitor, audit, evaluate and develop its services; model and test data; collect payments; conduct credit scoring, research, risk management and portfolio analysis; and deal with complaints and enquiries.
10.3 Smart Fee may exchange information (including personal information and information as to the Client’s amounts paid, payable or overdue) with related companies, service providers, debt collectors, valuers, regulators, the Client’s advisers and representatives. Smart Fee may also collect personal information from public sources, information brokers and through monitoring and recording interactions (e.g. phone, email and online).
10.4 The Client and each individual whom the Client has given information to Smart Fee about (which the Client agrees to ensure is made aware and agrees):

(a) Acknowledges that Smart Fee needs to collect, verify and handle personal information about all such individuals to enable Smart Fee to enter into this Invoice Payment Agreement, and without that information, may not be able to provide credit facilities; and

(b) agrees to the handling of personal information and other terms in this clause 9 and the Privacy Policy (www.smartfee.com/privacypolicy) which contains further details about Smart Fee’s handling of personal information, service providers used, complaints, website privacy, which credit reporting bodies are used and information access/correction rights in relation to Smart Fee and credit reporting bodies.

11 Anti-Money Laundering and Counter- Terrorism Financing
11.1 The Client:
(a) Undertakes not to knowingly do anything to put Smart Fee in breach of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, rules and other subordinate instruments (AML/CTF Laws), and to notify Smart Fee if the Client is aware of anything that would put Smart Fee in breach of AML/CTF Laws:

(b) If requested, will provide additional information and assistance and comply with all reasonable requests to facilitate Smart Fee’s compliance with AML/CTF Laws in Australia or an equivalent overseas jurisdiction; and
(c) Warrants that it is not aware and has no reason to suspect that the money used to repay the Invoice are derived from or related to money laundering, terrorism financing or similar activities (Illegal Activities).

11.2 The Client acknowledges:
(a) In making an application for any credit from Smart Fee the Client consents to Smart Fee collecting and disclosing in connection with AML/CTF Laws any of the Client’s Personal Information (as defined in the Privacy Act 1988 (Cth));
(b) Smart Fee reserves the right not to provide services that Smart Fee decides, in its sole discretion, it does not wish to supply.
12 General
12.1 Smart Fee may assign, transfer or novate its obligations, rights or interest under this Invoice Payment Agreement without the Client’s consent. The Client must not assign or novate its obligations, rights or interest in the Invoice Payment Agreement and any purported assignment or novation by the Client is void.

12.2 The Invoice Payment Agreement is governed by the laws of
Queensland and the Client accepts the non-exclusive jurisdiction of the courts of that State.

12.3 A provision of the Invoice Payment Agreement that is illegal or unenforceable in a jurisdiction is only ineffective in that jurisdiction to the extent of the illegality or unenforceability. This does not affect the validity or enforceability of that provision in any other jurisdiction, nor the remainder of the Invoice Payment Agreement in that or any jurisdiction.
12.4 Any variation of this document must be in writing and signed by the parties.
13 Certificates and notices
13.1 A certificate signed by or on behalf of Smart Fee or its solicitors as to a matter or as to an amount payable to Smart Fee in connection with this Agreement in the absence of manifest error is conclusive and binding as to the amount stated in it or any other matter of a factual nature.
13.2 A notice or other communication required or permitted to be given by one party to another must be in writing and

  1. (a)  delivered personally
  2. (b)  sent by pre-paid mail to the address of

the addressee specified in this Agreement; (c) sent by facsimile transmission to the facsimile number of the addressee with acknowledgment of receipt from the facsimile machine of the addressee; or
(d) sent by email to the email address of the addressee with acknowledgment of receipt from the email address of the addressee. 13.3 A notice or other communication is taken to have been given (unless otherwise proved): (a) if mailed, on the second Business Day after posting; or
(b) if sent by facsimile or email before 4 pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.

13.4 A party may change its address for service (or facsimile number or email address) by giving notice of that change in writing to the other party.
14 Interpretation
14.1 Unless the context otherwise requires, in this document:

(a) headings are for reference only and do not affect interpretation;
(b) no provision or expression is to be construed against a party on the basis that the party (or its advisers) was responsible for its drafting;

(c) reference to the singular includes the plural and vice versa, a gender includes other genders and different grammatical forms of defined expressions have corresponding meanings;

(d) examples and use of the word “including” and similar expressions do not limit what else may be included;
(e) reference to a party to any document includes their successors and permitted substitutes and assigns, and a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

(f) any undertaking, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally; and

(g) references to a document or agreement includes that document or agreement as novated, altered, amended, supplemented or replaced from time to time.