Payment Terms of Service

This version: December 2022

Thank you for using greensquare.

Introduction

These Greensquare Payment Terms of Service (“Payment Terms”) are a binding legal agreement between you, the Admin (“Account Holder”), users invited by or added to your organisation (“Users”) and greensquare that govern payments conducted through the Greensquare Platform, applications, and other offerings from greensquare (collectively, the “greensquare platform”). The terms “greensquare”, “we”, “us”, or “our” refers to Greensquare Innovations Pty Ltd ABN 30 646 152 749 of Suite 106/2-4 Clarke St, Crows Nest, NSW 2065, Australia with whom you are contracting.

Payments on Greensquare are payment services offered to Users to facilitate payment of transactions facilitated through the Greensquare Platform. These include:

Collecting payments from buyers by charging the elected payment method on their greensquare account, including but not limited to bank transfers, credit and debit cards, or other payment methods, collectively (“Payment Method”).
Distributing payments to sellers (“Payout”) to an account associated with their greensquare account (“Payout Method”)
Charging transaction fees to Sellers,
Payment collection services; and
Other payment-related services in connection with Greensquare transactions.

To use these payment services, your organisation must maintain an active and verified organisation account on greensquare.

Use of Payment Services on the Greensquare Platform

Payment Services on the Greensquare Platform

By using the Payment Services, you and your organisation agree to comply with these Payment Terms. To ensure the appropriate functioning of these services and to manage potential risks, we may temporarily suspend your access to these services or features thereof. We may modify, improve, or introduce new payment services from time to time. In the event of significant changes, we will notify users and organisations via an organisation’s primary contact email, unless these changes to not materially affect an organisation’s contractual obligations or right under these Payment Terms.

Appointed Users of Your Organisation

You accept the Payment Terms and acknowledge that, as the Account Holder/Admin of your organisation, you are responsible for any act or omission of yourself and appointed u users by you. This is specifically the case for users that have been invited by your organisation’s administrator and have been authorised to enter x or facilitate transactions on the Greensquare Platform.

You and all members of your organisations that maintain an account on Greensquare individually affirm that you are authorised to provide the information required to facilitate Payments and Payouts and appointed Users have the authority to bind your organisations to these Payment Terms. We may request additional information or documentation to verify the invited User’s authority.

Furthermore, you warrant to us that you act on behalf of an organisation (business) and have all requisite right, power, and authority to enter into this agreement, perform your obligations, and grant the rights, licenses, and authorizations in this agreement.

Third-Party Services

Payment and Payout Services on the Greensquare Platform may use third-party services for the facilitation of payments and payouts. These Third-Party Services may have their own terms of service and privacy policies. We urge users of the Greensquare Platform to review them. Greensquare is not liable for the use of such Third-Party Services.

Your Greensquare Account

Greensquare may enable features that allow you to authorise other users and organisations or third parties to take certain actions that affect your Greensquare account. Organisations acknowledge that, if they choose to authorise third parties or other users associated with their organisation, or anyone else authorised by the organisation, these users may use Payment Services on Greensquare on their behalf and that the Organisation will be responsible for payments made by the authorised user. You acknowledge that all payments resulting from transactions on the Greensquare Platform must the made through payments on the Greensquare Platform.

Verification

As the admin of your organisation, you authorise us, directly or through third parties, to make necessary inquiries to verify the identity of and information provided by your organisation and associated users. This may include screening against third-party databases and other sources, requesting reports from service providers, and asking you to provide a form of official identification, your date of birth, your organisation's details, associated email addresses, and bank details required for the facilitation of payments and payouts. We reserve the right to terminate, suspend, or limit access to Payment Services on the Greensquare Platform in the event we are unable to obtain or verify such information.

Additional Terms

Some payment methods may be subject to additional terms and conditions. If there is a conflict between these Payment Terms and the respective payment method requiring additional terms and conditions, the latter terms and conditions take precedence with respect to your access and use of that third-party Payment Service, unless specified otherwise.

Seller Terms

Payment Collection

Greensquare generally collects the total price of an order request confirmed by the seller at the time paid by the buyer through the payment method chosen by the buyer.

Payout Method

To receive a payout, your organisation must maintain accurate and up-to-date Payout information linked to its Greensquare Account. When adding a Payout Method to your Greensquare Account, we will require you to supply information, including but not limited to your organisation's registered business name, ABN, billing address, and financial instrument information either to Greensquare or its third-party payment processor(s).

To facilitate a payout, we may require information, such as but not limited to, your registered business address, and bank account information. Providing all requested information is mandatory in order for us to facilitate a Payout. The information we require may change, requiring us to request additional information from time to time where necessary. Failing to provide such information may result in temporarily placing payouts on hold, suspending, or cancelling a payout until the information is provided and validated. You authorise Greensquare to store such information and to share it with governmental authorities if legally required.

Timing of Payouts

Payouts are subject to and conditional upon the successful receipt of full payment from a Buyer. Greensquare will generally facilitate payouts within one business day of the successful receipt of full payment from a Buyer but reserves the right to extend this period to up to 3 business days.

Payouts

All Payouts for transactions on Greensquare will be the total price of a confirmed order request less the applicable fees, such as Greensquare service fees and applicable taxes. In the case of a cancellation of a confirmed and paid order, we will remit the amount within 7 business days from the time of the confirmed cancellation.

Payout Restrictions

You must comply with any laws, rules, regulations, and contracts with third parties that apply to your listings, payment methods and payouts. You are responsible for handling and using the personal data of Buyers and affiliated users with applicable privacy laws and these terms. Failing to comply may result in temporary or permanent restriction of payment services provided by us.

Handling of Funds

Greensquare may combine amounts that it collects from Buyers and invest them as permitted under applicable laws. Greensquare will retain any interest it earns on those investments.

Correctness of Provided Information

Greensqaure is not responsible for any loss suffered by you because of incorrect Payout Method information provided by you.

Buyer Terms

Adding a Payment Method

When creating your Greensquare account, you will be asked to specify the billing details of your organisation, such as business name, ABN, address, and contact information which we will use to generate invoices and facilitate payments. You authorise Greensquare and third-party payment service providers used by greensquare to collect and store your necessary information.

Timing of Payments

Payments are to be made in accordance with the payment terms agreed between your organisation (the Buyer) and the selling organisation (the Seller) on the Greensquare Platform. Greensquare may offer alternative options for the timing and method of payment which may be subject to separate Terms.

Currency

By default, all transactions are denominated in Australian Dollars (AUD).

Correctness of Provided Information

Greensquare is not responsible for any loss suffered by you because of incorrect Payment Method information provided by you or incorrect payments made by you.

Appointment of Greensquare as Limited Payment Collection Agent

All Sellers and their affiliated organisations and users, hereby appoint Greensquare as the Seller’s payment collection agent, not exceeding the limited purpose of accepting, processing and remitting funds from Buyers purchasing goods on the Greensquare Platform on the Seller’s behalf. All payments on the Greensquare Platform are considered equivalent to payment direct to the Seller and the Seller shall agreed services to the Buyer as agreed on the Greensquare Platform.

All Sellers understand and agree that Payouts are subject to and conditional upon the successful receival of the associated payments from the Buyer. Greensquare only guarantees Payments only for amounts that have been successfully received, less fees. In accepting an appointment of Greensquare as the limited payment collection agent of the Seller, Greensquare is not liable for any acts or omissions of the Seller.

All Buyers acknowledge and agree that, notwithstanding the fact that Greensquare is not a party to agreements between Buyers and Sellers, including all users associated with those organisations, hereby acknowledge that Greensquare is appointed as the Seller’s payment collection agent. Upon a Buyer’s full payment of the required funds to Greensquare, the Buyer’s payment obligation of the respective transaction to the Seller extinguishes and greensquare is responsible for remitting the funds successfully received by Greensquare to the Seller in accordance to these Payment Terms.

General Terms

Fees

Greensquare may charge Fees for the use of certain payment services. Any applicable fees will be disclosed on the Greensquare Platform.

Collections

If Greensquare is unable to collect any amounts owed, Greensquare may engage in collections efforts to recover owed amounts. You hereby explicitly agree that all communication regarding payouts occurs electronically via email, and can be conducted between parties owing amounts, Greensquare, and/or third-party collection agents appointed by Greensquare.

Payment Processing Errors

Greensquare will take all reasonable steps to correct any payment processing errors that come to our attention. We also may take steps to recover amounts remitted to organisations by error or via refunds. This can be done by reducing, setting off and/or debiting respective amounts from any future Payouts to you. If you receive any funds in error, you agree to return the respective funds in full to Greensquare immediately.

Refunds

Refunds resulting from disputes between Buyers and Sellers will be remitted within 7 business days after the successful resolution of a dispute. We seek written confirmation via email, confirming the resolution of a dispute by both parties (Buyers and Sellers). Greensquare service fees are non-refundable. If a Force Majeure Event affects the processing and settlement of refunds, Greensquare will fulfil a refund as soon as reasonably possible.

Prohibited Activities

You are solely responsible for complying with the law, rules and regulations applicable to you. Specifically, you must not:

breach or circumvent any applicable laws, regulations, standards, agreements with third parties or infringe on their rights;

only use our payment services for transactions on Greensquare and nothing else;

only use our payment services in association with your Greensquare account that belongs to your organisation and you have the authorisation to use.

Force Majeure

Greensquare shall not be liable for delays or failure to fulfil Payment Services from causes outside the reasonable control of Greensquare, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Disclaimers

You choose to use our Payment Services voluntarily and at your own risk. Our Payment Services are provided “as is”. We do not provide warranty of any kind.

Greensquare explicitly disclaims all liability for any omissions of any user, organisation, or another third party. Being an agent of the Seller, Greensquare does not have any duties or obligations and is, to the full extent permitted by the law, excluded.

Whenever we conduct identity checks to verify the identity of a User or an Organisation, we disclaim warranties of all kinds. We do not warrant that the user or organisation has not and will not engage in misconduct.

Except for essential contractual obligations whose fulfilment you routinely trust and must trust for the proper execution of functions on the Greensquare Platform, we exclude any additional liability of Greensquare to the maximum extent allowed by applicable law.

Indemnification

You agree to release, defend (at Greensquare’ option), indemnify, and hold Greensquare and its affiliates, staff, and directors, harmless from and against any claims, liabilities, damages, or losses resulting from your breach of these Payments Terms or your improper use of the Payment Services, or your or your organisation's failure to comply with tax rules or any laws, rules, or regulations.

Modification, Term, Termination, and other Measures

Modification

Except as otherwise required by applicable law, Greensquare may modify these Payments Terms at our own discretion at any time. We will post any revised Payment Terms on the Greensquare Platform and update the “This version” date at the top of these Payment Terms. If you are materially affected by a modification out these Payment Terms, we notify you at least sixty (60) days prior to becoming effective. If you do not terminate this agreement and continue to use the Greensquare Platform and our Payment Services, we deem this as acceptance of the updated Payment Terms.

Term and Termination

This agreement between you, your affiliated organisation and Greensquare becomes effective when you create an account on the Greensquare Platform or use the Payment Services and remains effective until either party terminates it.

To terminate this agreement, you may send us an email or delete your Greensquare account at any time. We may terminate this agreement at our discretion by giving you 30 days’ notice via email to your organisation’s primary email address defined in your Greensquare account, or effective immediately if you have materially breached your obligations under this agreement, have provided inaccurate, fraudulent, outdated, or incomplete information, have violated applicable laws, regulations, or third-party rights, or we believe in good faith that this is necessary to protect the Greensquare community.

Suspension and Other Measures

Greensquare reserves the right to limit, temporarily or permanently suspend your access to payment services to comply with applicable law, the order of a court, law enforcement or other government bodies; if you or your organisation has breached the Payment Terms or the Greensquare Terms of Service, applicable laws, regulations, or violated third-party rights; if you have provided fraudulent or misleading information regarding Payment or Payouts; for any amounts you owe under these Payment Terms that are overdue or in default, or; if Greensquare believes in good faith that this is necessary to protect others from adverse circumstances.

Appeal

If you wish to appeal to a decision by Greensquare to restrict or suspend your access to Greensquare payment services, you may appeal such a decision by liaising with our support team at legals@greensquare.co.

Effect of Termination and Suspension

If either your Greensquare account or your access to Greensquare payments is terminated or suspended, we may provide a refund for paid and unfulfilled orders to the Buyer, and you are not entitled to compensation for any confirmed orders that were cancelled. If we cancel or suspend your Greensquare account or your access to Greensquare payments, you are not permitted to register another account on the Greensquare Platform.

Modification

Greensquare may modify these Terms at any time. When we make material changes to these terms, we will post the revised terms on the Greensquare Platform and update the “Last Updated” date at the top of these terms. We will also inform you via email at least 30 days before these terms become effective. If you do not terminate your agreement before the date the revised terms become effective, your continued access or use of the greensquare platform will constitute acceptance of the revised terms.

Survival

The general terms and all subsequent sections of these Payment Terms shall survive the cancellation, termination, or expiration of this agreement.

Governing Law

These Payment Terms are governed by the laws of the state of NSW, Australia.

Arbitration

Greensquare is committed to participating in a user-friendly dispute resolution process, due to its independent nature enabling better outcomes for both Buyers and Sellers. All parties agree that, in the event of a dispute, an informal negotiation between contracting parties (Buyers and Sellers); or, if the dispute occurs between a Buyer and Greensquare or a Seller and Greensquare; or a negotiation with the Greensquare customer service team at legals@greensquare.co, is to be attempted before pursuing formal legal actions. In any case, all parties agree to follow the guidelines of the most current version of the NSW Commercial Arbitration Act.

At least 30 days prior to commencing an arbitration process, each party agrees to notify the other party of the dispute in writing to attempt an informal resolution in good faith initially. You must send your notice to legals@greensquare.co. We will use the primary email address of an organisation for sending such a notice.

A notice of dispute must include the organisation’s name, ABN, contact person, contact details, a description of the dispute, and relief sought, accompanied by evidence and documentation. Only if the parties fail to resolve this dispute within 30 days, only then may either party commence formal arbitration by following the guidelines of the most current version of the NSW Commercial Arbitration Act, including the handling of costs and arbitrator’s decisions associated with the arbitration.

All parties agree that all disputes are settled by binding individual arbitration and are only taken to the court of the respective jurisdiction in the case of averting imminent danger.

Shall any section of the Arbitration Agreement be deemed illegal or unenforceable, this provision (or part thereof) may be severed and the remaining provisions remain intact.

This Section will survive any termination of these Payment Terms and will continue to apply, even if you may have ceased to use the Greensquare Platform.

Miscellaneous & Contact

Shall any section of these Terms be deemed illegal or unenforceable, this provision (or part thereof) may be severed and the remaining provisions remain intact.

All notices are to be made in writing to legals@greensquare.co. The date of receipt will be deemed the date on which Greensquare transmits the notice.