Terms & Conditions
BillWill Customer Terms & Conditions
Last updated: 8 November 2024
Welcome to BillWill (the Platform), owned and operated by Bill Will Pty Ltd (ACN 674 861 897) (BillWill, we, us, or our). These terms and conditions (Terms) govern your access to and use of the Platform.
· When you access the Platform to manage your own financial affairs, these Terms refer to you as the Customer.
· When you are nominated to perform certain actions on a Customer’s behalf after their death or incapacity, these Terms will refer to you as the Legacy Contact.
· When you access the Platform to manage the financial affairs of a deceased person who was not a Customer, these Terms will refer to you as the Initiator.
· When a provision of these Terms applies to Customers, Legacy Contacts and Initiators, these Terms will refer to you or your.
These Terms will be binding upon the parties and their respective executors, powers of attorney, administrators, successors and permitted assigns.
The parties acknowledge that all have received, or have had the opportunity to receive, independent legal and financial advice in relation to these Terms and any document or transaction contemplated by these Terms.
Please read these Terms carefully. If you do not agree to these Terms, please do not agree to use the Platform.
Defined terms have the meaning given to them throughout the Terms and/or at clause 21.
1.1 By signing up to the Platform, providing us with Account Actions and completing payment, you agree to comply with and be bound by these Terms and an agreement is formed between you and BillWill.
1.2 You acknowledge and agree that your acceptance of these Terms may have occurred by way of an online tick box or other process not involving your signature.
2. Sign up and Australian bank account
2.1 When you first attempt to access the Platform, you will be prompted to provide an email address, create a password and verify those login details via the email address you provide us.
2.2 A Customer may only access the Platform if they have a valid Australian bank account (however, this obligation is not required for an Initiator).
2.3 If a Customer does not have a valid Australian bank account, we reserve the right to reject that Customer’s access to the Platform.
2.4 If we become aware that a Customer ceases to hold a valid Australian bank account after they have already completed Account set up, we may immediately terminate these Terms and de-activate their Account in accordance with clause 15.2.
Customer information
2.5 If you are a Customer, you may:
(a) complete and submit a CDR Consent Form;
(b) provide us with your billing information via the Platform’s bill upload functionality to allow us to identify bills connected to your third-party accounts;
(c) select any third-party accounts you wish to connect to your account through Open Banking and complete any further consents and/or authorisations required by those third-party service providers; and
(d) provide instructions for each third-party account identified to be closed or transferred.
2.6 If you are a Customer, you or the executor of your estate must:
(a) provide us with documentation necessary for us to complete the instructions you have provided; and
(b) provide us with contact details for individuals necessary for us to complete the instructions you have provided.
Initiator information
2.7 If you are an Initiator, you must:
(a) provide us with the details of the deceased person whose third-party accounts are to be closed or transferred using the Platform;
(b) provide us with the deceased person’s billing information via the Platform’s bill upload functionality to allow us to identify bills connected to their third-party accounts;
(c) provide instructions for each third-party account identified to be closed or transferred;
(d) provide us with documentation necessary for us to complete the instructions you have provided; and
(e) provide us with contact details for individuals necessary for us to complete the instructions you have provided.
Account completion
2.8 Once you have completed the relevant processes set out in this clause 2, you will be able to access the Platform through your account (your Account).
2.9 We reserve the right to refuse your access to the Platform for any reason, including if we believe that:
(a) you cannot or will not comply with these Terms; and/or
(b) any of the information you have provided is inadequate, inaccurate or untrue.
2.10 We reserve the right to monitor your use of the Platform, including activity on your Account subject to any confidentiality obligations we have under these Terms.
3.1 After completing Account set up, a Customer may select third-party bills or subscriptions connected to businesses operating in Australia by:
(a) selecting from a list created using their provided Open Banking data;
(b) selecting from BillWill’s categorised list; or
(c) adding billing details for third-party accounts not previously identified by BillWill.
3.2 After completing Account setup, the Customer may select their preferred action for us to undertake in respect of those third-party accounts, including:
(a) closing the relevant third-party account altogether; or
(b) transferring the relevant third-party account, where the transfer recipient is to be confirmed after the Customer’s death or incapacity by:
(i) an executor operating on behalf of a deceased Customer’s estate; or
(ii) a power of attorney acting in their legal capacity on behalf of an incapacitated Customer.
(Customer Account Actions).
3.3 A Customer may, via the Platform, amend their chosen Customer Account Actions at any time.
3.4 BillWill will use reasonable endeavours to perform any Customer Account Actions as follows.
(a) Prior to a Customer’s death or incapacity, per the instruction of a Customer.
(b) After a Customer’s death or incapacity and subject to clause 3.5:
(i) per the instruction of a Legacy Contact acting on behalf of the deceased or incapacitated Customer;
(ii) per the instruction of an executor operating on behalf of the deceased Customer’s estate; or
(iii) per the instructions of a power of attorney operating on behalf of the incapacitated Customer.
3.5 Subject to applicable laws, after a Customer’s death or incapacity, authorisation for BillWill to undertake the Customer Account Actions must be validated by:
(a) in the case of a Customer’s death, an executor of a Customer’s estate, upon providing sufficient documentary evidence of executorship; and
(b) in the case of a Customer’s incapacity, a Customer’s power of attorney, upon providing sufficient documentary evidence of the appointment and relevant powers.
4. Initiator Account Actions
4.1 After completing Account set up, an Initiator may select third-party bills or subscriptions on behalf of deceased or incapacitated individuals who are not Customers by:
(a) selecting from BillWill’s categorised list; or
(b) adding billing details for third-party accounts not previously identified by BillWill (provided that such third-party accounts are connected to businesses operating in Australia).
4.2 After completing Account setup, the Initiator may select their preferred action for us to undertake in respect of those third-party accounts, including:
(a) closing the relevant third-party account altogether; or
(b) transferring the relevant third-party account, where the transfer recipient is to be confirmed after the person’s death or incapacity by:
(i) an executor operating on behalf of the deceased person’s estate; or
(ii) a power of attorney acting in their legal capacity on behalf of an incapacitated person.
(Initiator Account Actions).
4.3 Subject to clause 4.4, BillWill will use reasonable endeavours to perform any Initiator Account Actions as follows:
(a) per the instruction of the Initiator; or
(b) per the instruction of an executor operating on behalf of the deceased person’s estate or a power of attorney acting in their legal capacity on behalf of an incapacitated person.
4.4 Subject to applicable laws, authorisation for BillWill to undertake the Initiator Account Actions must be validated by:
(a) in the case of a person’s death, the executor of the deceased person’s estate, upon providing sufficient documentary evidence of executorship; and
(b) in the case of a person’s incapacity, a person’s power of attorney, upon providing sufficient documentary evidence of the appointment and relevant powers.
5. Nominating and changing a Legacy Contact
5.1 Customers may nominate a Legacy Contact via the nomination interface of the Platform, to perform certain actions on the Platform after a Customer’s death or incapacity.
5.2 When a Customer nominates a Legacy Contact, the Customer must provide us with the Legacy Contact’s full name and email address, and indicate whether the Legacy Contact will be operating as:
(a) a nominated executor on behalf of the Customer’s estate; or
(b) as their power of attorney in the event of the Customer’s incapacity.
5.3 We will then notify the Legacy Contact via an email that they have been nominated as a Legacy Contact and prompt the Legacy Contact to set up their account.
5.4 A Customer acknowledges and agrees that a Legacy Contact may, in their sole discretion, choose to accept or decline a Customer’s nomination.
5.5 A Customer may request in the Platform to change their nominated Legacy Contact. Where a Customer has added a new Legacy Contact, the Legacy Contact ‘s name, email address and capacity as executor or power of attorney will appear in the nominating Customer’s Account once that Legacy Contact has completed their Account set up.
Customer and Initiator obligations
6.1 Customers and Initiators must:
(a) authorise us to, directly or through third parties, make enquiries we consider necessary to perform Know Your Customer and Anti-Money Laundering procedures to verify their identity and to protect against fraud;
(b) obtain and maintain all requisite proof of identity documents, including passports, drivers’ licences and powers of attorney in respect of themselves and their nominated Legacy Contact (as applicable); and
(c) provide in a timely manner all documents, information and materials we reasonably request in relation to the creation of an Account and/or if a third-party service provider requests such documents for verification purposes.
6.2 Customers and Initiators are solely responsible and liable for:
(a) all activity within their Account, including nominating any Customer Account Actions or Initiator Account Actions (as applicable);
(b) ensuring that all information provided to us during Account set up is true, accurate, current and complete and for promptly updating us when information about them changes;
(c) ensuring that they have all necessary consents from the Legacy Contact permitting us to email them for the purposes of setting up their Account (as applicable);
(d) subject to our data security obligations at clause 13.1, maintaining the confidentiality and security of their Account, including any login and password information, and notifying us immediately of any unauthorised use;
(e) subject to clause 6.3(a), selecting Account Actions in respect of their bills and/or third-party accounts and updating these at their discretion;
(f) nominating and/or changing a Legacy Contact (to the extent applicable);
(g) updating and/or re-authorising our access to and use of Customer Data and/or Open Banking consents (to the extent applicable); and
(h) using all reasonable endeavours to prevent any unauthorised access to or use of their Account.
6.3 Customer and Initiators acknowledge that:
(a) each is solely responsible for ensuring that its Customer Account Actions and Initiator Account Actions (as applicable) are up to date and correct, and that we are not liable for any loss or damage arising due to incorrectly provided or out-of-date instructions and/or payment information;
(b) each is solely responsible for its relationship with the Legacy Contact (to the extent applicable); and
(c) BillWill is under no further obligation to verify the legal status and/or capacity of the Legacy Contact once the Customer has nominated the Legacy Contact to act on their behalf in respect of their affairs.
Legacy Contact obligations
6.4 A Legacy Contact must be, and warrants that they are, at least 18 years of age at the time they are prompted to sign up to the Platform.
6.5 A Legacy Contact warrants and represents that it has all requisite rights, powers and authorities to enter into these Terms, perform the obligations under these Terms and grant the rights and/or authorisations on the Customer’s behalf in respect of their affairs.
6.6 A Legacy Contact acknowledges and agrees that it is solely responsible and liable for:
(a) upon becoming aware of the Customer’s death or incapacity and as soon as practicable, notifying us of the Customer’s death or incapacity;
(b) upon our request or notification via the Platform, and if they are not the Customer’s executor or power of attorney:
(i) in the event of the Customer’s death, provide contact details for the Customer’s executor; or
(ii) in the event of the Customer’s incapacity provide contact details for the Customer’s power of attorney; and
(c) if the Legacy Contact is also a power of attorney and/or executor of the Customer’s estate complying with applicable laws, codes and regulations in respect of those duties.
BillWill obligations
6.7 We must:
(a) comply with the data security requirements set out at clause 13.1;
(b) promptly notify a Customer when their CDR Consent Form requires updating or re-authorisation;
(c) take reasonable steps to verify a Customer’s death or incapacity has occurred;
(d) after verification of death or incapacity has occurred, use reasonable endeavours to:
(i) undertake a Customer’s Account Actions and liaise with the Legacy Contact and/or executor or power of attorney in respect of these matters; and/or
(ii) adhere to the reasonable instructions of a Legacy Contact if the Legacy Contact is acting in capacity as the executor of the Customer’s estate or acting power of attorney in the event of the Customer’s incapacity.
6.8 We will, on an annual basis (but are not obliged to) send a notice to you reminding you to update your Account Actions.
7. Acceptable use and Financial Abuse
7.1 You may not use your Account and/or the Platform to engage in the following prohibited activities:
(a) copy, modify, adapt, translate, duplicate, download, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the Platform (including any Intellectual Property Rights subsisting in the Platform) for any purpose except as otherwise contemplated in these Terms;
(b) infringe the intellectual property rights, privacy or confidentiality of any third party;
(c) access or use the Platform to collect any market research for a competing business;
(d) interfere with or attempt to interrupt the proper operation of the Platform in any manner (including through the use or introduction of any virus, malicious or harmful code or similar)
(e) perform actions which would impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
(f) use the Platform for any activity of an illegal or fraudulent nature, including engaging in Financial Abuse, or to violating any applicable laws, codes and regulations; or
(g) allow, permit or enable any unauthorised use of the Platform.
7.2 If we reasonably believe that you may be using, have used or may plan to use the Platform in a manner which may cause us or any other person loss or damage, including in a way which may constitute Financial Abuse, we may undertake some or all of the following activities:
(a) refuse to comply with your instructions;
(b) temporarily suspend your Account with or without notice to you;
(c) immediately terminate these Terms and de-activate your Account with or without notice to you; and/or
(d) report you to a regulatory authority, law enforcement and/or third-party service providers.
For the purposes of this clause 7, “Financial Abuse” means conduct which is harassing, offensive, threatening ,intimidating, abusive or caused or is likely to cause or encourage physical or mental harm to another person or promotes violence against any person, including other customer.
8.1 If you are a Customer or Initiator, the following clause 8 applies to you.
8.2 You must pay us the Fees in accordance with the applicable Payment Cycle and Payment Method.
8.3 You can request a change to your Payment Method at any time, by contacting us at enquiries@billwill.com.au. Any changes will take at least 10 business days to take effect.
8.4 All amounts payable under this agreement are exclusive of GST. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST.
8.5 Where you have provided us with a nominated credit or debit card, the following clauses will apply.
(a) We, or an authorised third-party payment processor such as Stripe, will periodically and automatically charge the Fee for the Platform to your debit or credit card nominated by you in accordance with this clause 8. We accept Visa, MasterCard and American Express Cards, or such other cards we notify you that we accept.
(b) It is your responsibility to ensure that:
(i) your payment and credit card details (as applicable) are valid and up to date;
(ii) sufficient funds are available to pay the Fees;
(iii) the billing details and other related information you have provided are always valid and up to date.
(c) We are not liable for any charges you incur because of incorrect payment information and if we incur any expense due to the same, we reserve the right to seek reimbursement from you for such expense.
(d) If you believe that there has been an error in charging your nominated debit card or credit card (as applicable), you can contact us to confirm the details of the disputed charge at enquiries@billwill.com.au or contact your debit card or credit card provider.
8.6 If we are unable to process your payment, you authorise us to reattempt the Payment Method a maximum of four times over a four-week period or on our request you must rectify such non-payment within 2 business days of a notification from us and if such reattempts are unsuccessful, and/or you have not rectified such non-payment, we reserve the right to:
(a) seek payment from you via an alternative payment method (including payment for costs we incur for reattempting payment) and/or seek to recover the debt through alternative means (either directly, or through a third party) and you will be responsible for all costs and expenses incurred by us in connection with such collection activity; and/or
(b) suspend use of and access to the Platform until all overdue amounts are paid.
9. Updates and scheduled maintenance
9.1 We will provide, configure, install and maintain any and all updates, upgrades, enhancements, releases, corrections, bug fixes, patches and modifications to the Platform as we deem necessary (Updates).
9.2 You acknowledge and agree that the Platform is provided on an ‘as-is’ basis, service continuity is not assured and that we may suspend access to, or functionality on, the Platform from time to time:
(a) to implement Updates, or for routine or emergency maintenance, in which case we will provide you with at least 7 days’ notice;
(b) to permit upgrades or other development activity to take place;
(c) due to a Force Majeure Event; and/or
(d) if it is necessary for reasons of security, interoperability, data protection and/or any other work that is necessary for operational or technical reasons.
We will use reasonable efforts to notify you of any Update that may interrupt the Platform.
9.3 Whilst we reserve the right to undertake back-ups of the Platform, we are not obligated to do so, and Customers are solely responsible for backing up Customer Data.
10. Liability
10.1 You are solely responsible for determining whether the Platform is suitable for your needs.
10.2 We are not responsible for the service providers we are instructed to contact on a Customer’s or Initiator’s behalf. BillWill has no control over the contents of service providers sites, resources, or their interactions with and communications to you. It is your sole responsibility to review and verify the terms of your relationship with service providers, account balances, and account status.
10.3 Subject to any express warranties in this agreement but otherwise to the fullest extent permitted by law, we exclude all warranties, conditions and representations in whatever form, relating to the Platform, including any warranties or representations relating to quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use, guarantee of any particular outcome, and/or the security and operation of the Platform.
10.4 If any supply by us pursuant to this agreement comprises a supply to a ‘consumer’ as defined in the ACL, then nothing contained in this agreement restricts or modifies guarantee, right or remedy which pursuant to the ACL applies to this agreement or is conferred on you, provided that to the extent that the ACL permits the use to limit our liability for breach of guarantee imposed by the ACL, then to the extent permitted by the Australian Consumer Law, our liability for such breach is limited to, in the case of services any cost of the following as determined by us:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
10.5 Notwithstanding any other provision of this agreement and to the fullest extent permitted by law:
(a) our aggregate liability in connection with this agreement whether in contract, tort (including negligence), statute or otherwise will not exceed an amount equal to the fees paid by you to us in the 12 months preceding any claim;
(b) we are not liable, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise for any Consequential Loss, indirect, incidental, punitive or special Losses of any kind (including loss of profit, business interruption or a security breach).
11. Indemnity
11.1 We indemnify you and hold you harmless from and against any and all claims, demands, proceedings, fines, penalties, Losses and damages, including reasonable legal fees, however so arising (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) in connection with:
(a) our breach of applicable laws, codes and regulations; and
(b) our negligent acts or omissions.
11.2 You indemnify and hold us harmless from and against any and all claims, demands, proceedings, fines, penalties, Losses and damages, including reasonable legal fees, however so arising (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) in connection with:
(a) your breach of clause 6 (Obligations), 7 (Acceptable use and Financial Abuse), 12 (Intellectual Property) and 13 (Confidentiality, security and privacy);
(b) your negligent and/or fraudulent act or omission, or Wilful Misconduct;
(c) any use of your Account by third parties; and/or
(d) third party claims arising out of or in connection with any of the items set out in clauses 11.2(a) – 11.2(c) above.
11.3 A party’s liability under this agreement will be reduced by the extent such liability is caused or contributed to by the other party’s acts or omissions.
12.1 You acknowledge and agree that we own all rights (including Intellectual Property Rights), title and interests in and to the Platform (including any software, source and object code, algorithms, that form part of or relate to the Platform), any variations, modifications, adaptations, developments and/or derivatives of the Platform and any accompanying materials or documentation appearing in or on the Platform.
12.2 Each of the Customer and Initiator warrants and represents that it has the rights to use and manage Customer Data and takes full responsibility for any such Customer Data.
13. Confidentiality, security and privacy
13.1 Each party must comply with all applicable Privacy Laws in connection with the collection, use, handling, disclosure, quality, security of and access to Personal Information that the party holds.
13.2 We will establish and maintain, appropriate, reasonable technical and organisational measures in respect of the Platform that are no less rigorous than standard industry practice.
13.3 We do not represent or warrant that the Platform is entirely secure, uninterrupted or error-free and you acknowledge that the public internet is an inherently insecure environment and that we have no control over the privacy of any communications or the security of any data outside of our internal systems.
13.4 Both parties must keep all Confidential Information of the other party confidential and use such information for the sole purpose of performing the obligations under this agreement.
13.5 Neither party may use or disclose the Confidential Information of the other party except:
(a) for the reasonable purposes of fulfilling its obligations under this agreement or as otherwise permitted by this agreement;
(b) to its employees or advisers on a need-to-know basis, subject to ensuring that such persons understand and comply with the confidentiality obligations under this clause;
(c) as required by law, subject to notifying the other party immediately if it becomes aware that such disclosure may be required; or
(d) with the other party’s prior written consent.
14. Third party products and linked sites
14.1 We use third party products when providing the Platform, including integrating them into the Platform and/or using them to facilitate payments in the Platform.
14.2 To the extent permitted by law, we make no representations or warranties in relation to, and do not accept liability for, any such third party products.
15. Termination and cancellation of subscription
15.1 Either party may terminate this agreement and/or a subscription for convenience at any time by giving the other party at least 30 days’ written notice.
15.2 Either party may terminate this agreement and/or a subscription on written notice before the expiration of the subscription where any of the following events occurs.
(a) The other party materially breaches any of the terms of this agreement and the breach is not capable of remedy.
(b) The other party materially breaches any of the terms of this agreement and does not remedy the breach within 30 days of receiving written notice of the breach.
(c) If the other party ceases to operate, becomes insolvent, enters liquidation, file for bankruptcy, makes an assignment for the benefit of creditors, appoints a receiver, or is subject to any similar action.
15.3 On expiry or termination of this agreement by either party, subject to any terms of this agreement that permits otherwise:
(a) each party must, on request, return or securely destroy all Confidential Information in that party’s control;
(b) we may de-activate your account and you will no longer have any right to use or access (or to permit any other person to use or access) the Platform; and
(c) you must immediately pay any and all outstanding Fees owing as at the date of termination.
15.4 If a Legacy Contact and/or executor or power of attorney of the Customer inherits the benefit of this agreement, it will be liable to pay any outstanding Fees to us upon expiry or termination of this agreement by either party.
16. Variations
You acknowledge and agree as follows.
(a) We may vary these Terms by giving you notice via email as follows.
(i) Where the variation relates to or impacts your ability to access and use the Platform and/or either party’s warranties or liabilities under these Terms, we will provide you with 14 days’ notice prior to such change taking effect.
(ii) All other changes will be effective from the date of notification.
(b) Your continued use of the Platform after the relevant effective date of notification will constitute acceptance of the amended Terms.
(c) The date set out at the start of the Terms will reflect the date that they were last updated.
17. Force majeure
17.1 If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.
18. Dispute resolution
18.1 Any party who claims to have a dispute against another party must issue a Dispute Notice.
18.2 Within 7 days after receiving the Dispute Notice, the parties must meet to resolve the dispute. Each party will be represented by a person having authority to agree to such resolution or methods. All aspects of the meetings will be confidential and without prejudice to the parties’ rights, obligations and liabilities.
18.3 If the parties do not resolve the dispute within 30 days (or such longer period the parties may agree in writing) after the Dispute Notice, then either party may initiate court proceedings in relation to the dispute.
18.4 Despite the existence of a dispute, each party must continue to perform its obligations under the agreement unless those obligations are the subject of the dispute.
19. Notices
19.1 You must send any notices or other communication to us under this agreement to enquiries@billwill.com.au. We will send notices to you to the email address associated with your Account and/or directly to your Account via the Platform. It is your sole responsibility to update us of any change to its contact details.
19.2 A notice will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message).
20. General
20.1 These Terms constitute the entire agreement between us and you.
20.2 We may subcontract the performance of any part of our obligations and/or services to any third party.
20.3 The failure of either party to enforce any provisions under these Terms will not waive the right of such party thereafter to enforce any such provisions.
20.4 If any term or provision of these Terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms and the remaining terms and conditions will be unaffected.
20.5 Nothing in these Terms will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.
20.6 We reserve the right to amend these Terms from time to time by either giving you notice via email, your Account, and/or publishing the amended terms on our platforms. Your continued use of our Services after the date of notice or publication constitutes acceptance of the amended terms.
20.7 Any warranty, indemnity, or obligation of confidentiality in these Terms will survive termination. Any other term which by its nature is intended to survive termination of this Agreement survives termination.
20.8 These Terms are governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
21. Definitions and interpretation
21.1 In this Agreement:
(a) Account has the meaning given to that term in clause 1.1.
(b) Activation Fee means the one-off fee for set up costs set out on our website and/or at the point of purchase and payable by the Customer and/or Initiator (as applicable) in accordance with clause 8.
(c) ACL means the Australian Consumer Law as set out in the Competition and Consumer Act 2010 (Cth).
(d) CDR Consent Form means the Consumer Data Right consent form that enables you to give us consent for the collection, use and disclosure of your data, in which you will be asked to indicate the:
(i) types of data to be collected;
(ii) specific uses of that data; and
(iii) period over which that data is to be collected and used.
(e) Confidential Information means confidential, proprietary and commercially sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:
(i) is identified as confidential or ought to have been known to be confidential; and
(ii) relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,
but does not include information, which is in, or comes into, the public domain other than by a breach of these Terms, or which is independently known to the other party as evidenced by its written record.
(f) Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.
(g) Customer Account Actions has the meaning given to that term in clause 3.2.
(h) Customer Data means all information, data, materials and other content about Customers and Legacy Contact uploaded to the Platform, by the Customer or by the Legacy Contact, including Personal Information and/or billing information of the Customer or Legacy Contact.
(i) Dispute Notice means a notice issued by a party claiming a dispute has arisen, which is issued to the other party setting out the nature of the dispute and all other information relevant to the dispute.
(j) Fees means the Activation Fee and the Subscription Fee in relation to your access to and use of the Platform, payable in accordance with clause 8 and as amended from us from time to time.
(k) GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.
(l) Initiator Account Actions has the meaning given to that term in clause 4.2.
(m) Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
(n) Losses means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.
(o) Open Banking means the system that enables us to access your financial data through the use of application programming interfaces.
(p) Payment Cycle means the timing of payments for Fees as follows, as the context requires.
(i) Activation Fee: a one-off payment at the point of purchase.
(ii) Subscription Fee: annually in advance, with billing commencing on the 12 month anniversary of your payment of the Activation Fee.
(q) Payment Method means automatic payment by your nominated credit card or debit card, or another payment method decided by us in our sole discretion.
(r) Personal Information has the meaning given to that term in Privacy Law and includes sensitive information as defined under the Privacy Act 1988 (Cth).
(s) Privacy Laws means any laws, codes and regulations applicable to the collection, use, disclosure and/or processing of Personal Information under this agreement, including (as applicable) the Privacy Act 1988 (Cth).
(t) Platform means the BillWill Platform owned and operated by Bill Will Pty Ltd (ACN 674 861 897).
(u) Subscription Fee means the recurring subscription fee set out on our website and/or at the point of purchase and payable by the Customer and/or Initiator (as applicable) in accordance with clause 8.
(v) Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.
(w) Wilful Misconduct means any deliberate or intentional breach of these Terms, or any other act or failure to act after having regard to, or with conscious or reckless indifference to, the foreseeable harmful consequences arising from the act or omission.
21.2 In these Terms, the following rules of interpretation apply, unless the context otherwise requires:
(a) clause and subclause headings are for reference purposes only;
(b) the singular includes the plural and vice versa;
(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(d) references to statutes include all statutes amending, consolidating or replacing such statutes;
(e) $ means the lawful currency of Australia, unless otherwise specified;
(f) any reference to a party to this document includes its successors, executors of their estate, powers of attorney and permitted assigns;
(g) the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it; and
(h) a reference to a clause or schedule is a reference to a clause of, or a schedule of these terms.
