Terms & Conditions

FOR AUSTRALIAN CUSTOMERS (NEW ZEALAND CUSTOMERS FURTHER SOUTH BELOW)

Procuret Payment Terms Agreement (Australia)

This is the Procuret Payment Terms Agreement between you and Procuret.

In this Agreement, unless separately identified in the Procuret Application Process, the following terms have these meanings:

Particulars of the Customer, Commencement Date, Guarantor, Payments, Supplier and Term are as referred to in the Procuret Application Process.

Agreement means the agreement arising out of your acceptance of the Procuret Quote, the Procuret Application Process and this Procuret Payment Terms Agreement.

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales, Australia.

Early Termination Amount means the sum of:

(a) any amounts due but unpaid under this Agreement; plus

(b) the total of the Payments which would have otherwise been payable by you under this Agreement from the date of early termination to the end of the Term, reduced to a present value by applying the Procuret explicit contract rate to such Payments at the date of termination; plus

(c) any Prepayment Costs.

Goods means the equipment or assets acquired by you and financed by Procuret.

GST means goods and services tax levied under A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation.

Insolvency Event means, in relation to a person, any of the following: the person enters into, or any steps are taken to have the person enter into, liquidation, provisional liquidation, receivership, receivership and management, administration, bankruptcy or any arrangement, reconstruction or composition with the person's creditors or any of them, or a controller is appointed with respect to any of the person's assets or the person fails to pay its debts as they fall due or the person otherwise become insolvent.

Insurance Policy means insurance policies identified and selected by you and purchased using a Procuret Payment Terms Agreement.

Insurance Refund Proceeds means any amounts paid or payable to you by an insurer or insurance broker in respect of an Insurance Policy on cancellation or otherwise.

Insurer means, in relation to an Insurance Policy, the insurer or insurance broker that arranges or underwrites the policy.

Late Charge means an amount equal to 0.09% per day of any amount overdue for payment.

Person includes any body corporate, association, authority and any other body or entity.

PPS Law means the PPSA and the regulations made under the PPSA.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register.

Prepayment Costs means any reasonable cost, loss or expense incurred by us as a result of the early termination of this Agreement, including due to the termination or alteration of any funding arrangements entered into by us in connection with this Agreement (whether in whole or in part).

Product means the Goods, Software, Insurance Policy, or services described in the Supplier Tax Invoice.

Procuret Quote means the final schedule of Payments that are quoted to you at the completion of the Procuret Application Process.

Procuret Application Process means the process by which you apply for a Procuret Payment Terms Agreement.

Procuret Funding Cost means the total cost of funds to Procuret for the provision of this Agreement.

Purchase Price means (as applicable) the amount invoiced to you by your chosen Supplier or the amount or part thereof that you request Procuret to pay on your behalf in accordance with the Procuret Quote, the Procuret Application Process and the Procuret Payment Terms Agreement.

Related Entity has the meaning given to it in the Corporations Act 2001 (Cth).

Security Interest means a security interest under the PPSA.

Software means any approved licensed (including under the End User Licence Agreement (EULA), packaged, developed or supported software application that is manufactured, licensed or owned by the Supplier or any other third party.

Supplier means the organisation that you have selected to supply you with the Product (and in the case of an Insurance Policy means the Insurer).

Supplier Tax Invoice means the document supplied by the Supplier evidencing the sale of the Product to you.

Verification Statement has the meaning given to that term in the PPSA.

we or us, our, Procuret or Procuret means Procuret Operating Pty Limited ABN 77 630 036 789 and, where applicable, includes any of our related bodies corporate.

you or your means the Customer referred to in the Procuret Quote and approved through the Procuret Application Process (including any Guarantor) and includes any successors, legal personal representatives and permitted assigns.

Interpretation. The singular includes the plural and vice versa. References to statutes include all statutes amending, consolidating or replacing such statutes. If any party is comprised of more than one person, those persons' obligations are joint and several. The words "includes" and "including" are not words of limitation.

Payment for Product. We agree at your request to pay the Supplier on your behalf in accordance with the Supplier Tax Invoices in reliance upon your promises under this Agreement, including your promise to make the Payments to Procuret.

GST on consideration. We may in our discretion agree to fund the GST inclusive consideration payable to the Supplier for the provision of the Product to you.

Payments. In consideration of us paying the Supplier the Purchase Price, you must pay us the Payments referred to in the Procuret Quote and approved through the Procuret Application Process for the duration of the Term at the scheduled dates in accordance with this Agreement. Payments are not refundable for any reason. The Payments include a margin above the Purchase Price (finance charge), which is divided by the number of Payments due over the Term of this Agreement.

Unconditional obligations. Your obligation to pay the Payments under this Agreement is absolute and unconditional and shall not be affected or reduced by, or be subject to, nor shall you assert against us, any abatement, set-off, claim, deduction, counterclaim, adjustment, reduction or defence of any kind whatsoever and (without limitation) continues even if the Supplier fails to provide the Product; or the Product is or becomes (either in whole or in part) unserviceable or defective for any reason (including by virtue of a software virus), damaged, lost, stolen, destroyed, unsuitable, or ceases to be available for any reason (or in the case of an Insurance Policy if for any reason it ceases to cover you in whole or in part or does not respond to a claim) and you agree not to exercise or seek to exercise any right or claim to withhold payment or claim any deduction or set-off. You acknowledge that this clause is reasonable, given that we are not the Supplier or related to the Supplier.

GST, duties and taxes. You must pay, and indemnify us upon demand against, any GST, other direct taxes or duties payable on or in respect of this Agreement or any amounts payable under this Agreement.

Costs. You must reimburse us for any reasonable costs we incur to recover any unpaid Payments, to register our interests under this Agreement on the PPSR, to enforce our rights under this Agreement, to consider and act on any assignment or variation request received from you; or as a result of you not paying us at the times and in the way required under this Agreement. You authorise us to debit your account for these costs.

Direct Debit. You must pay all Payments under this Agreement by way of direct debit or in such other manner as we may request from time to time in writing. You irrevocably authorise us to direct debit the Payments owing to us from the credit card or bank account that you nominate as part of the Procuret Application Process and agree to procure any additional approvals or authorities required from your financial institution to facilitate each Payment.

Date for payment. You must make all Payments in immediately available funds on the due date or on demand as provided for in this Agreement. If a date for payment is not a Business Day, then you must make the payment on the preceding Business Day; or if it falls on a day not contained in a month, you must make the payment on the last day of that month.

Dishonour fee. If we attempt to Direct Debit your nominated account and the payment is unsuccessful due to insufficient funds held with your financial institution to honour the payment, we may charge a $20.00 dishonour fee.

Acknowledgements. You acknowledge and agree Procuret is not the Supplier and we are independent to the Supplier; you have selected the Supplier and the Product, based upon your own skill and judgment and you have satisfied yourself as to the suitability of the Product for your business purposes and you have not relied on Procuret in deciding to enter into this Agreement or in selecting the Product or the Supplier. To the full extent permitted by law, we make no representation, warranty or other assurance, express or implied, about the Product. You must, at your own cost, obtain delivery of the Product and (as between you and us) you will be taken to have received and accepted the Product in the condition in which it is delivered (which may be done electronically) when we pay the Purchase Price. You must observe any user obligations or restrictions relating to the use of the Product.

Insurance Premium Funding. If the Product is an Insurance Policy, you acknowledge that Procuret is not an insurer or an insurance broker, and that the Purchase Price that we pay the Supplier on your behalf is determined by the Supplier Tax Invoice. We are not responsible for the conduct of the Insurer.

You must not, without our prior written consent:

(a) assign, transfer, create a Security Interest in favour of any other person in, or otherwise deal with, any of your rights or powers relating to the Insurance Policy or any Insurance Refund Proceeds;

(b) cancel, terminate or vary the Insurance Policy, or make or settle any claim under the Insurance Policy; or

(c ) do or allow anything to be done which might prejudice our Security Interest in, or impede our ability to access, any Insurance Refund Proceeds.

You must notify each Insurer of our Security Interest and rights in respect of the Insurance Policy and Insurance Refund Proceeds and:

(a) direct the Insurer to note our Security Interest in the Insurance Policy;

(b) authorise and direct the Insurer to cancel the Insurance Policy if we give the Insurer a notice of cancellation, and to pay to us all sums representing Insurance Refund Proceeds for the cancelled Insurance Policy; and

(c ) direct the Insurer or any other party with control over the Insurance Refund Proceeds to pay all amounts to us or as directed by us.

You acknowledge that, if a Default occurs, we may cancel or otherwise deal with any Insurance Policy, receive any Insurance Refund Proceeds, and enforce all rights in relation to them, in our sole discretion.

Power of Attorney. You irrevocably appoint us and each of our Directors severally as your attorney to do (in your name or the attorney's name):

(a) all things that you are required to do under or in connection with this Agreement; and

(b) anything else that the attorney considers necessary to give effect to any of our rights under this Agreement or any Security Interest created under this Agreement; and

(c ) in the case of an Insurance Policy (but without limiting paragraphs (a) and (b) ) to give any direction to the Insurer and to receive any Insurance Refund Proceeds.

You give this power of attorney in consideration of us entering into this Agreement and paying the Purchase Price on your behalf. You agree that any person dealing with an attorney appointed under this clause may rely upon a statement by the attorney that the attorney has not received notice of revocation of the power of attorney.

Indemnities. You indemnify us, our agents, and employees against any losses, damages, liabilities, taxes and reasonable costs, charges and expenses (including legal expenses) incurred or suffered by us arising in respect of any failure by you to observe your obligations under this Agreement; any untrue or materially misleading representation, warranty or statement (including on tax matters) made by you in, or in connection with, this Agreement or the Product; any new legislation or change in the interpretation of any legislation, or any change in any ruling, guideline, directive or requirement issued by any government authority or body which reduces our return in connection with this Agreement; the early termination of this Agreement; any Security Interest provided for by this Agreement not having the priority required by us, not being perfected (other than as a result of our negligence), being void, illegal, invalid, unenforceable or of limited force and effect; any claim or demand made by any third party in relation to the Product including any claim for the infringement of a patent, trademark, copyright or other intellectual property right; any steps reasonably taken by us to administer, exercise, enforce or preserve any of our rights under this Agreement; and any loss, reduction or disallowance of any depreciation allowance or of any tax deduction or rebate of any income or other tax upon which we have reasonably relied in calculating the Payments.

Exclusion from indemnity. The indemnities given by you under this Agreement do not extend to any indirect or consequential loss (including loss of bargain or profit) or to any damage, liabilities, costs, taxes, duties, charges and expenses suffered or incurred by us to the extent caused by any act or omission of us or our agents or employees.

Continuing indemnities. The indemnities in this Agreement continue in full force and effect notwithstanding the termination (however occurring) of this Agreement.

Release. To the full extent permitted by law, you release us from, and indemnify us against, all claims and demands of any kind arising out of the delivery, installation, location, operation or use of the Product, including any liability which may arise in respect of any accident or damage to property or death of, or injury to, you or any other person.

Default. We may terminate this Agreement if any of the following events (each a Default) occurs:

(a) you fail to pay a Payment when due unless the failure to pay is remedied within 7 Business Days after the Payment due date;

(b) an Insolvency Event occurs in relation to you or any Guarantor;

(c ) any of the following occur where we consider such occurrence materially increases our risk as a creditor to you or materially or adversely affects your ability to perform your obligations under this Agreement:

(i) you do not comply with any other obligation under this Agreement;

(ii) any distress or execution is threatened or levied against you or the Product;

(iii) you cease or threaten to cease to carry on your business;

(iv) any representation or warranty made by you in connection with this Agreement is untrue or misleading;

(v) you fail to pay any indebtedness to us or any of our Related Entities on any other account when due;

(vi) you breach any other loan or lease contract with us or any of our Related Entities or you breach the terms of any other document that provides security to us or any of our Related Entities in respect of any of your obligations;

(vii) any of the events referred in paragraphs (i) to (vi) occurs in relation to any Guarantor; or

(viii) where the Product is an Insurance Policy, the Insurance Policy is cancelled, void or invalid (or capable of being declared so) or does not respond to a claim made under it, in each case for any reason,

and, if capable of rectification, you do not rectify it within the period specified in a notice of breach given to you.

Early Termination Amount. If we terminate this Agreement due to an event of default, you must pay us the Early Termination Amount on demand, by way of indemnity for our loss arising from the termination. You agree that it is an essential term of this Agreement that no Default occurs.

Voluntary termination. You can elect to terminate this Agreement prior to the end of the Term. To do so, you must give us 5 days written notice and pay us the Early Termination Amount by way of indemnity for our loss arising from the termination.

Assignment. We may assign, transfer or otherwise deal with all or any part of our rights or obligations under this Agreement without the need to obtain your consent or the consent of any Guarantor. You must not assign, transfer or otherwise deal with any of your rights under this Agreement without our prior written consent.

Certificate. A certificate or email notification from us containing statements as to an amount due by you under this Agreement, the occurrence of any event or the existence of any fact, will be sufficient evidence of the amount, event or fact, unless you prove them to be false.

Notices. Any notice or demand to be given by a party under this Agreement may be served on any other party by being left at or sent by pre-paid mail or transmitted by electronic email to info@procuret.com or to that other party's address, email address or mobile phone number set out in the Procuret Application Process or otherwise as notified in writing by that other party for the purposes of this Agreement. The notice or demand will be treated as having been given and received if delivered, on the day of delivery; or transmission if a Business Day, or otherwise on the next Business Day.

Overdue amounts. You must pay to us on demand a Late Charge on any amounts due but unpaid under this Agreement calculated on a daily basis from the date the relevant amount became due to the date of payment by you. Any Late Charge or part thereof may be waived at our discretion. If you do not pay any Late Charge when due we may capitalise it monthly.

No waiver. No waiver or indulgence by us in relation to any breach of this Agreement by you will effective unless it is in writing, and no such waiver will be deemed a waiver of any continuing or recurring breach.

Commission. You consent to us paying or receiving any commission, brokerage or fee to or from any person in connection with this Agreement and to the inclusion of that commission, brokerage or fee in the Payments.

Set-off. You irrevocably authorise us to set off without notice any amount held by us on any account of yours against any amount owing by you to us or any Related Entity of ours. You must not exercise any right of set-off on any account.

Governing law. This Agreement shall be governed by and construed in accordance with the laws of the state of New South Wales and you and the Guarantor agree to submit to the non-exclusive jurisdiction of the courts of such state.

Trustee. If you enter into this Agreement as a trustee, you enter into this Agreement both in your personal capacity and as trustee. You warrant that you enter into this Agreement for a proper purpose of the trust, that you have power and authority under the trust to enter into this Agreement, that you are the sole trustee of the trust and no action has been taken or proposed to remove you as trustee or to terminate the trust and that you have the right to be indemnified fully out of the trust property before the trust beneficiaries for all liabilities you incur under this Agreement. You must not, without our prior written consent, permit or effect any variation, replacement or limitation of the terms of the deed constituting the trust.

Partnership. If you enter into this Agreement as a partnership: each partner signing this Agreement represents and warrants that they have power and authority to enter into this Agreement for the partnership and perform their obligations under this Agreement; each partner of the partnership is liable to us as a separate, independent, principal and personal obligation, whether or not we may recover any sum from the partnership assets; and you must provide immediate written notice to us if the partnership is dissolved, and if this occurs (to the extent permitted by law) then each partner must act in relation to the administration of the partnership assets in the manner (if any) directed by us, a retiring partner is not discharged from any liability to us as a result of an agreement between the then existing partners, and the obligations of a retiring partner to us are not affected by anything which might otherwise affect them at law or in equity.

Invalid provisions. If any provision of this Agreement is found to be invalid or unenforceable in any jurisdiction, it will have no force or effect in that jurisdiction and will be severed from this Agreement in that jurisdiction without affecting the remaining provisions and without affecting the operation of this Agreement in any other jurisdiction.

Agency. We may enter into this Agreement as agent for an undisclosed principal.

KYC. You must on request from us provide us with any documentation or other evidence as may be requested by us to enable us to carry out any necessary Know Your Customer requirements or similar checks under all applicable laws and regulations.

Warranties. You represent and warrant that you have full legal capacity and power to own your property and to carry on your business and enter into this Agreement and to carry out the transactions that it contemplates; you have taken all corporate or other action that is necessary to authorise your entry into this Agreement and to carry out the transactions contemplated by it; you hold each authorisation, consent, declaration, exemption, notarisation or waiver, however described ("Authorisation") that is necessary to enable you to properly execute this Agreement and to carry out the transactions contemplated by it and to ensure that this Agreement is legal, valid, binding and admissible in evidence; or to enable you to properly carry on your business as it is now being conducted, and you are complying with any conditions to which any of these Authorisations are subject; this Agreement constitutes your legal, valid and binding obligations, enforceable against you in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration; you have disclosed to us all the information that is material to an assessment by us of the risks that we assume by entering into this Agreement; and the Product will be used wholly or predominantly for business purposes.

Acknowledgements. You acknowledge and agree that you have not entered into this Agreement in reliance on any representation, warranty, promise or statement made by us or by any person on behalf of us; we have entered into this Agreement in reliance on the representations and warranties in, or given under, this Agreement by you and the Guarantor; we do not provide any representation or warranty in connection with the Product, its operation or use; and you will communicate directly with the Supplier for the purpose of claiming any warranty or other benefit which may be available to you from the Supplier; to the maximum extent permitted by law, in no event will we be liable for any indirect, consequential or economic loss or damage arising under or in connection with this Agreement.

Security. As security for your obligations under this Agreement you grant to us a Security Interest in the Product. You agree that we may register this Security Interest on the PPSR in any way that we consider appropriate.

Where the Product is an Insurance Policy, you:

(a) grant us a Security Interest in the Insurance Policy; and

(b) assign to us all your rights and entitlements under or in connection with the Insurance Policy and any Insurance Refund Proceeds, as security for your obligations under this Agreement.

Confidentiality. You agree not to disclose information of the kind mentioned in section 275(1) of the PPSA, except in the circumstances required by sections 275(7)(b) to (e) of the PPSA. You agree that you will only authorise the disclosure of information under section 275(7)(c) or request information under section 275(7)(d) if we approve. Nothing in this clause will prevent any disclosure by us if we believe it is necessary to comply with our obligations under the PPSA or for reasonable business requirements.

Enforcement. To the extent that Chapter 4 of the PPSA would otherwise apply to the enforcement by us of any Security Interest provided for by this Agreement, you agree that the following provisions of the PPSA do not apply to the extent that section 115(1) of the PPSA allows them to be excluded: sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 138B(4), 142 and 143; and in addition, to the extent that section 115(7) of the PPSA allows them to be excluded: sections 127, 129(2) and (3), 132, 134(2), 135, 136(3), 136(4), 136(5) and 137.

Delay disposal. If section 115(1) of the PPSA does not allow section 125 of the PPSA to be excluded, you agree that at any time after any Security Interest provided for by this Agreement has become enforceable, we may delay disposing of, or taking action to retain, the whole or part of the collateral to the extent permitted by law.

Verification Statement. You waive your right under section 157 of the PPSA to receive notice of any Verification Statement relating to the registration of any Security Interest arising under this Agreement.

No subordination. Unless agreed to by us in writing, you acknowledge that we have not agreed to subordinate any Security Interest provided for by this Agreement in favour of any third party.

Guarantee provisions:

Acknowledgement. The Guarantor is the transactor with Procuret and they acknowledge that we have entered into this Agreement at the Guarantor's request; it has received valuable consideration for entering into this Agreement; we are acting in reliance of the Guarantor incurring obligations and giving rights under this Agreement; it is authorised (as director or authorised representative) to enter into this Agreement and has read and understood the terms of this Agreement; it has made its own enquiries and satisfied itself as to the financial condition of the Customer and its ability to perform its obligations under this Agreement and has not relied in any way on any information provided by us.

Guarantee. In consideration of us agreeing to enter into this Agreement with the Customer, the Guarantor guarantees that the Customer will pay us all amounts payable by the Customer under this Agreement when due from time to time. This Guarantee and Indemnity continues until all these amounts have been paid in full. The Guarantor acknowledges and agrees that this Guarantee and Indemnity extends to all obligations and liabilities of the Customer arising in connection with this Agreement. If we request, the Guarantor must pay us any amount which the Customer does not pay us when it is due. We do not need to first ask the Customer to pay us or otherwise exercise any rights which we may have against the Customer before enforcing this Guarantee and Indemnity. The Guarantor indemnifies us against, and the Guarantor must pay us for, all losses or reasonable costs we suffer or incur if the Customer does not, or is unable to, pay us in accordance with this Agreement; or the Guarantor is not obliged to pay us an amount under the guarantee in this Agreement; or we are obliged, or we agree to pay an amount to a trustee in bankruptcy or liquidator in connection with a payment by the Guarantor or the Customer; or any obligation of the Customer to pay an amount under this Agreement on the specified due date is postponed as a result of any legislation. The indemnity from the Guarantor is a continuing obligation, separate and independent from the Guarantor's other obligations under this Guarantee and Indemnity. It continues after those other obligations end. Rights given to us under this Guarantee and Indemnity and the Guarantor's liabilities under it are not affected by any act or omission by us (other than fraud, negligence or wilful misconduct of us, our employees, officers, agents, contractors or receivers appointed by us) or by anything else that might otherwise affect them under law relating to guarantees and indemnities. We agree to provide the Guarantors notice and obtain consent from the Guarantors for a request to release an existing guarantor or any Security Interest held to secure the Customer's or the Guarantor's obligations under Agreement.

No merger. This Guarantee and Indemnity does not merge with any judgment or order which we obtain against the Guarantor in respect of an amount payable under this Guarantee and Indemnity in respect of this Agreement. We can still exercise our rights under the Guarantee and Indemnity as well as under the judgment or order.

No assertion of rights. As long as an amount payable under the Agreement remains unpaid, the Guarantor may not, without our prior written consent reduce the Guarantor's liability under this Guarantee and Indemnity by claiming that the Guarantor or the Customer or any other person has a right of set-off or counterclaim against us; or exercise any rights to another guarantee or mortgage, charge or other security given in connection with an amount payable under this Agreement or an amount payable under this Guarantee and Indemnity; or claim an amount from the Customer or another Guarantor of the Customer's obligations under a right of indemnity; or claim an amount in the insolvency of the Customer or another Guarantor of the Customer's obligations under this Agreement (including a person who has signed this Guarantee and Indemnity). The Guarantor acknowledges that the Guarantor is responsible for making itself aware of the financial position of the Customer and any other person who guarantees the Customer's obligations under the Agreement.

Further assurances. 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 and Indemnity.

Claim against Guarantor. We may claim against the Guarantor under this Guarantee and Indemnity before we enforce any of our rights: against the Customer or any other person; or under another document such as a guarantee or mortgage, charge or other security.

Application of moneys. We may use any money paid by or for the Customer towards meeting any part we choose of the amounts the Customer owes us (including meeting any amount the Guarantor does not guarantee). We may use any money paid by the Guarantor under this Guarantee and Indemnity towards paying any part we choose of the amounts the Guarantor owes us under this Guarantee and Indemnity.

Acceptance and acknowledgements:

You agree to be bound by the terms and conditions of this Agreement. You acknowledge that this Agreement will not bind us until it is accepted by us. We may evidence our acceptance by paying the Supplier; at which time this Agreement will commence without the need for us to give you notice.

You and the Guarantor acknowledge and confirm that you have read, understood and agree to be bound by this Agreement; you have read and understood the Privacy Consent provisions provided during the Procuret Application Process or attached to this Agreement, and consent to us collecting and using your personal information (where applicable) in accordance with the Privacy Consent provisions.

You acknowledge you are clearly aware of your obligation to pay the amounts under this Agreement and that these Payments are not dependent upon, related to or affected by the supply of any Product, goods or services by any Supplier or any failure by the Supplier to provide any services. You acknowledge that all the information provided by you to Procuret is true and correct.

You acknowledge you have the authority to enter into this agreement and bind the partnership (as a partner) or company that you represent, as a director, company secretary or explicitly authorised representative.

Where the Customer is an incorporated entity and the user completing the Procuret Application Process is a director of the entity, by signing these terms or completing the Procuret Application Process, you provide a guarantee and indemnity on the terms and conditions set out in the Agreement.

If you or your employees notify Procuret that physical delivery of a Product has been made by your designated Supplier, you irrevocably authorise your employee(s) as your delegated representative to accept and acknowledge delivery of these Products and Procuret will rely on this authority to make payment to the Supplier.

Privacy Consent

The Privacy Policy contained in this page describes how Procuret Operating Pty Ltd ABN 77 630 036 789 and any of it related entities manages, collects, uses, stores and may disclose your personal information for the purpose of completing your application with Procuret.

The Personal Information is collected through the process of engaging and applying with Procuret. The Privacy Act 1988 (Act) allows for certain personal information about you to be collected, held, used and disclosed subject to certain conditions.

Information collected includes:

It is possible that your telephone calls to us may be monitored or recorded which we do for internal training purposes.

If you do not provide us with this consent or provide us with personal information requested by us, we may not be able to process your Procuret registration for you.

The reasons we collect this personal information is so:

If you do not want to receive any information about products and services (supplied by us or our preferred providers) which we consider may be of value or interest to you, please advise us as part of the acceptance of these terms or unsubscribe to emails that you may receive.

We may share your personal information:

If you provide Procuret any personal information about another person that is either a beneficial owner, director, partner, trustee or authorised representative (collectively referred to as authorised persons), you confirm that you have obtained the express authority and consent of that person to provide their information to us. You acknowledge and the authorised person acknowledges that you authorise us to hold, use and disclose their information in accordance with this Privacy Policy. You have an obligation to inform them of their rights to access and request that Procuret correct their information if required.

Overseas - Disclosing Information:

Access and Correction of your Personal Information:

Acknowledgement:

FOR NEW ZEALAND CUSTOMERS

Procuret Payment Terms Agreement (New Zealand)

This is the Procuret Payment Terms Agreement between you and Procuret. In this Agreement, unless separately identified in the Procuret Application Process, the following terms have these meanings: Particulars of the Customer, Commencement Date, Guarantor, Payments, Supplier and Term are as referred to in the Procuret Application Process.

Agreement means the agreement arising out of your acceptance of the Procuret Quote, the Procuret Application Process and this Procuret Payment Terms Agreement. Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand. Early Termination Amount means the sum of: (a) any amounts due but unpaid under this Agreement; plus (b) the total of the Payments which would have otherwise been payable by you under this Agreement from the date of early termination to the end of the Term, reduced to a present value by applying the Procuret's explicit contract rate to such Payments at the date of termination; plus (c) any Prepayment Costs. Goods means the equipment or assets acquired by you and financed by Procuret. GST means goods and services tax levied under the Goods and Services Tax Act 1985 and related legislation. Insolvency Event means, in relation to a person, any of the following: the person enters into, or any steps are taken to have the person enter into, liquidation, provisional liquidation, receivership, receivership and management, administration, bankruptcy or any arrangement, reconstruction or composition with the person's creditors or any of them, or a controller is appointed with respect to any of the person's assets or the person fails to pay its debts as they fall due or the person otherwise become insolvent. Insurance Policy means insurance policies identified and selected by you and purchased using a Procuret Payment Terms Agreement.
Insurance Refund Proceeds means any amounts paid or payable to you by an insurer or insurance broker in respect of an Insurance Policy on cancellation or otherwise.
Insurer means, in relation to an Insurance Policy, the insurer or insurance broker that arranges or underwrites the policy. Late Charge means an amount equal to 0.09% per day of any amount overdue for payment. Person includes any body corporate, association, authority and any other body or entity. PPSA means the Personal Property Securities Act 1999. PPSR means the Personal Property Securities Register. Prepayment Costs means any reasonable cost, loss or expense incurred by us as a result of the early termination of this Agreement, including due to the termination or alteration of any funding arrangements entered into by us in connection with this Agreement (whether in whole or in part). Product means the Goods, Software, Insurance Policy, or services described in the Supplier Tax Invoice. Procuret Quote means the final schedule of Payments that are quoted to you at the completion of the Procuret Application Process. Procuret Application Process means the process by which you apply for a Procuret Payment Terms Agreement. Purchase Price means (as applicable) the amount invoiced to you by your chosen Supplier or the amount or part thereof that you request Procuret to pay on your behalf in accordance with the Procuret Quote, the Procuret Application Process and the Procuret Payment Terms Agreement. Related Company has the meaning given to that term in section 2(3) of the Companies Act 1993. Security Interest means a security interest as that term is defined under the PPSA. Software means any approved licensed (including under the End User Licence Agreement (EULA), packaged, developed or supported software application that is manufactured, licensed or owned by the Supplier or any other third party. Supplier means the organisation that you have selected to supply you with the Product (and in the case of an Insurance Policy means the Insurer). Supplier Tax Invoice means the document supplied by the Supplier evidencing the sale of the Product to you. we or us, our, or Procuret means Procuret Operating NZ Limited NZCN 8217758 and, where applicable, includes any Related Company of Procuret. you or your means the Customer referred to in the Procuret Quote and approved through the Procuret Application Process (including any Guarantor) and includes any successors, legal personal representatives and permitted assigns.

Definitions in the PPSA. As the context provides, the following terms have the same definitions as that given to them in the PPSA: financing statement, perfect and verification certificate.

Interpretation. The singular includes the plural and vice versa. References to statutes include all statutes amending, consolidating or replacing such statutes. If any party is comprised of more than one person, those persons' obligations are joint and several. The words "includes" and "including" are not words of limitation.

Payment for Product. We agree at your request to pay the Supplier on your behalf in accordance with the Supplier Tax Invoices in reliance upon your promises under this Agreement, including your promise to make the Payments to Procuret.

GST on consideration. We may in our discretion agree to fund the GST inclusive consideration payable to the Supplier for the provision of the Product to you.

Payments. In consideration of us paying the Supplier the Purchase Price, you must pay us the Payments referred to in the Procuret Quote and approved through the Procuret Application Process for the duration of the Term at the scheduled dates in accordance with this Agreement. To the extent permitted by law, Payments are not refundable for any reason. The Payments include a margin above the Purchase Price (finance charges), which is divided by the number of Payments due over the Term of this Agreement.

Unconditional obligations. Your obligation to pay the Payments under this Agreement is absolute and unconditional and shall not be affected or reduced by, or be subject to, nor shall you assert against us, any abatement, set-off, claim, deduction, counterclaim, adjustment, reduction or defence of any kind whatsoever and (without limitation) continues even if the Supplier fails to provide the Product; or the Product is or becomes (either in whole or in part) unserviceable or defective for any reason (including by virtue of a software virus), damaged, lost, stolen, destroyed, unsuitable, or ceases to be available for any reason (or in the case of an Insurance Policy if for any reason it ceases to cover you in whole or in part or does not respond to a claim) and you agree not to exercise or seek to exercise any right or claim to withhold payment or claim any deduction or set-off. You acknowledge that this clause is reasonable, given that we are not the Supplier or related to the Supplier.

GST, duties and taxes. You must pay, and indemnify us upon demand against, any GST, other direct taxes or duties payable on or in respect of this Agreement or any amounts payable under this Agreement.

Costs. You must reimburse us for any reasonable costs we incur to recover any unpaid Payments, to register our interests under this Agreement on the PPSR, to enforce our rights under this Agreement, to consider and act on any assignment or variation request received from you; or as a result of you not paying us at the times and in the way required under this Agreement. You authorise us to debit your account for these costs.

Direct Debit. You must pay all Payments under this Agreement by way of direct debit or in such other manner as we may request from time to time in writing. You irrevocably authorise us to direct debit the Payments owing to us from the credit card or bank account that you nominate as part of the Procuret Application Process and agree to procure any additional approvals or authorities required from your financial institution to facilitate each Payment.

Date for payment. You must make all Payments in immediately available funds on the due date or on demand as provided for in this Agreement. If a date for payment is not a Business Day, then you must make the payment on the preceding Business Day; or if it falls on a day not contained in a month, you must make the payment on the last day of that month.

Dishonour fee. If we attempt to Direct Debit your nominated account and the payment is unsuccessful due to insufficient funds held with your financial institution to honour the payment, we may charge a $20.00 dishonour fee. The dishonour fee referred to in this paragraph constitutes a reasonable and genuine pre estimate of the anticipated or actual loss or damage which would be incurred by us as a result of your failure to ensure that payment is successful. Any such dishonour fee, if payable, is reasonable and is not a penalty.

Acknowledgements. You acknowledge and agree Procuret is not the Supplier and we are independent to the Supplier; you have selected the Supplier and the Product, based upon your own skill and judgment and you have satisfied yourself as to the suitability of the Product for your business purposes and you have not relied on Procuret in deciding to enter into this Agreement or in selecting the Product or the Supplier. To the full extent permitted by law, we make no representation, warranty or other assurance, express or implied, about the Product. You must, at your own cost, obtain delivery of the Product and (as between you and us) you will be taken to have received and accepted the Product in the condition in which it is delivered (which may be done electronically) when we pay the Purchase Price. You must observe any user obligations or restrictions relating to the use of the Product.

Insurance Premium Funding. If the Product is an Insurance Policy, you acknowledge that Procuret is not an insurer or an insurance broker, and that the Purchase Price that we pay the Supplier on your behalf is determined by the Supplier Tax Invoice. We are not responsible for the conduct of the Insurer.

You must not, without our prior written consent:

(a) assign, transfer, create a Security Interest in favour of any other person in, or otherwise deal with, any of your rights or powers relating to the Insurance Policy or any Insurance Refund Proceeds; (b) cancel, terminate or vary the Insurance Policy, or make or settle any claim under the Insurance Policy; or (c) do or allow anything to be done which might prejudice our Security Interest in, or impede our ability to access, any Insurance Refund Proceeds.

You must notify each Insurer of our Security Interest and rights in respect of the Insurance Policy and Insurance Refund Proceeds and:

(a) direct the Insurer to note our Security Interest in the Insurance Policy; (b) authorise and direct the Insurer to cancel the Insurance Policy if we give the Insurer a notice of cancellation, and to pay to us all sums representing Insurance Refund Proceeds for the cancelled Insurance Policy; and (c) direct the Insurer or any other party with control over the Insurance Refund Proceeds to pay all amounts to us or as directed by us.

You acknowledge that, if a Default occurs, we may cancel or otherwise deal with any Insurance Policy, receive any Insurance Refund Proceeds, and enforce all rights in relation to them, in our sole discretion. You agree to do all things necessary, and execute all documents reasonably required, to give effect to any of our rights or powers in relation to our Security Interest, the Insurance Policy, or our receipt of any Insurance Refund Proceeds.

Power of Attorney. You irrevocably appoint us and each of our directors severally as your attorney and agent to do (in your name or the attorney's name): (a) all things that you are required to do under or in connection with this Agreement; and (b) anything else that the attorney considers necessary to give effect to any of our rights under this Agreement or any Security Interest created under this Agreement; and (c) in the case of an Insurance Policy (but without limiting paragraphs (a) and (b)) to give any direction to the Insurer and to receive any Insurance Refund Proceeds. You give this power of attorney in consideration of us entering into this Agreement and paying the Purchase Price on your behalf. You agree that any person dealing with an attorney appointed under this clause may rely upon a statement by the attorney that the attorney has not received notice of revocation of the power of attorney.

You undertake and agree that, within 10 Business Days of electronic execution of this Agreement, or as and when requested by us, you will, at your cost, provide us with a physical copy of the Agreement executed by you in accordance with the Property Law Act 2007 and in wet-ink confirming the appointment of Procuret and each of its directors severally as your attorney pursuant to this clause.

Indemnities. You indemnify us, our agents, and employees against any losses, damages, liabilities, taxes and reasonable costs, charges and expenses (including legal expenses) incurred or suffered by us arising in respect of any failure by you to observe your obligations under this Agreement; any untrue or materially misleading representation, warranty or statement (including on tax matters) made by you in, or in connection with, this Agreement or the Product; any new legislation or change in the interpretation of any legislation, or any change in any ruling, guideline, directive or requirement issued by any government authority or body which reduces our return in connection with this Agreement; the early termination of this Agreement; any Security Interest provided for by this Agreement not having the priority required by us, not being perfected (other than as a result of our negligence), being void, illegal, invalid, unenforceable or of limited force and effect; any claim or demand made by any third party in relation to the Product including any claim for the infringement of a patent, trademark, copyright or other intellectual property right; any steps reasonably taken by us to administer, exercise, enforce or preserve any of our rights under this Agreement; and any loss, reduction or disallowance of any depreciation allowance or of any tax deduction or rebate of any income or other tax upon which we have reasonably relied in calculating the Payments.

Exclusion from indemnity. The indemnities given by you under this Agreement do not extend to any indirect or consequential loss (including loss of bargain or profit) or to any damage, liabilities, costs, taxes, duties, charges and expenses suffered or incurred by us to the extent caused by any act or omission of us or our agents or employees.

Continuing indemnities. The indemnities in this Agreement continue in full force and effect notwithstanding the termination (however occurring) of this Agreement.

Release. To the full extent permitted by law, you release us from, and indemnify us against, all claims and demands of any kind arising out of the delivery, installation, location, operation or use of the Product, including any liability which may arise in respect of any accident or damage to property or death of, or injury to, you or any other person.

Default. We may terminate this Agreement if any of the following events (each a Default) occurs: (a) you fail to pay a Payment when due unless the failure to pay is remedied within 7 Business Days after the Payment due date; (b) an Insolvency Event occurs in relation to you or any Guarantor; (c) any of the following occur where we consider such occurrence materially increases our risk as a creditor to you or materially or adversely affects your ability to perform your obligations under this Agreement: (i) you do not comply with any other obligation under this Agreement; (ii) any distress or execution is threatened or levied against you or the Product; (iii) you cease or threaten to cease to carry on your business; (iv) any representation or warranty made by you in connection with this Agreement is untrue or misleading; (v) you fail to pay any indebtedness to us or any Related Company of Procuret on any other account when due; (vi) you breach any other loan or lease contract with us or any Related Company of Procuret or you breach the terms of any other document that provides security to us or any Related Company of Procuret in respect of any of your obligations; (vii) any of the events referred in paragraphs (i) to (vi) occurs in relation to any Guarantor; or (viii) where the Product is an Insurance Policy, the Insurance Policy is cancelled, void or invalid (or capable of being declared so) or does not respond to a claim made under it, in each case for any reason, and, if capable of rectification, you do not rectify it within the period specified in a notice of breach given to you.

Early Termination Amount. If we terminate this Agreement due to an event of Default, you must pay us the Early Termination Amount on demand, by way of indemnity for our loss arising from the termination. You agree that it is an essential term of this Agreement that no Default occurs. Voluntary termination. You can elect to terminate this Agreement prior to the end of the Term. To do so, you must give us 5 days written notice and pay us the Early Termination Amount by way of indemnity for our loss arising from the termination.

Assignment. We may assign, transfer or otherwise deal with all or any part of our rights or obligations under this Agreement without the need to obtain your consent or the consent of any Guarantor. You must not assign, transfer or otherwise deal with any of your rights under this Agreement without our prior written consent.

Certificate. A certificate or email notification from us containing statements as to an amount due by you under this Agreement, the occurrence of any event or the existence of any fact, will be sufficient evidence of the amount, event or fact, unless you prove them to be false.

Notices. Any notice or demand to be given by a party under this Agreement may be served on any other party by being left at or sent by pre-paid mail or transmitted by electronic email to info@procuret.com or to that other party's address, email address or mobile phone number set out in the Procuret Application Process or otherwise as notified in writing by that other party for the purposes of this Agreement. The notice or demand will be treated as having been given and received if delivered, on the day of delivery; or transmission if a Business Day, or otherwise on the next Business Day.

Overdue amounts. You must pay to us on demand a Late Charge on any amounts due but unpaid under this Agreement calculated on a daily basis from the date the relevant amount became due to the date of payment by you. Any Late Charge or part thereof may be waived at our discretion. If you do not pay any Late Charge when due we may capitalise it monthly.

No waiver. No waiver or indulgence by us in relation to any breach of this Agreement by you will effective unless it is in writing, and no such waiver will be deemed a waiver of any continuing or recurring breach.

Commission. You consent to us paying or receiving any commission, brokerage or fee to or from any person in connection with this Agreement and to the inclusion of that commission, brokerage or fee in the Payments.

Set-off. You irrevocably authorise us to set off without notice any amount held by us on any account of yours against any amount owing by you to us or any Related Company of ours. You must not exercise any right of set-off on any account.

Governing law. This Agreement shall be governed by and construed in accordance with the laws of New Zealand and you and the Guarantor agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.

Trustee. If you enter into this Agreement as a trustee, you enter into this Agreement both in your personal capacity and as trustee. You warrant that you enter into this Agreement for a proper purpose of the trust, that you have power and authority under the trust to enter into this Agreement, that you are the sole trustee of the trust and no action has been taken or proposed to remove you as trustee or to terminate the trust and that you have the right to be indemnified fully out of the trust property before the trust beneficiaries for all liabilities you incur under this Agreement. You must not, without our prior written consent, permit or effect any variation, replacement or limitation of the terms of the deed constituting the trust.

Partnership. If you enter into this Agreement as a partnership: each partner signing this Agreement represents and warrants that they have power and authority to enter into this Agreement for the partnership and perform their obligations under this Agreement; each partner of the partnership is liable to us as a separate, independent, principal and personal obligation, whether or not we may recover any sum from the partnership assets; and you must provide immediate written notice to us if the partnership is dissolved, and if this occurs (to the extent permitted by law) then each partner must act in relation to the administration of the partnership assets in the manner (if any) directed by us, a retiring partner is not discharged from any liability to us as a result of an agreement between the then existing partners, and the obligations of a retiring partner to us are not affected by anything which might otherwise affect them at law or in equity.

Invalid provisions. If any provision of this Agreement is found to be invalid or unenforceable in any jurisdiction, it will have no force or effect in that jurisdiction and will be severed from this Agreement in that jurisdiction without affecting the remaining provisions and without affecting the operation of this Agreement in any other jurisdiction.

Agency. We may enter into this Agreement as agent for an undisclosed principal.

KYC. You must on request from us provide us with any documentation or other evidence as may be requested by us to enable us to carry out any necessary Know Your Customer requirements or similar checks under all applicable laws and regulations.

Warranties. You represent and warrant that you have full legal capacity and power to own your property and to carry on your business and enter into this Agreement and to carry out the transactions that it contemplates; you have taken all corporate or other action that is necessary to authorise your entry into this Agreement and to carry out the transactions contemplated by it; you hold each authorisation, consent, declaration, exemption, notarisation or waiver, however described ("Authorisation") that is necessary to enable you to properly execute this Agreement and to carry out the transactions contemplated by it and to ensure that this Agreement is legal, valid, binding and admissible in evidence; or to enable you to properly carry on your business as it is now being conducted, and you are complying with any conditions to which any of these Authorisations are subject; this Agreement constitutes your legal, valid and binding obligations, enforceable against you in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration; you have disclosed to us all the information that is material to an assessment by us of the risks that we assume by entering into this Agreement; and the Product will be used wholly or predominantly for business purposes.

Acknowledgements. You acknowledge and agree that you have not entered into this Agreement in reliance on any representation, warranty, promise or statement made by us or by any person on behalf of us; we have entered into this Agreement in reliance on the representations and warranties in, or given under, this Agreement by you and the Guarantor; we do not provide any representation or warranty in connection with the Product, its operation or use; and you will communicate directly with the Supplier for the purpose of claiming any warranty or other benefit which may be available to you from the Supplier; to the maximum extent permitted by law, in no event will we be liable for any indirect, consequential or economic loss or damage arising under or in connection with this Agreement.

Security. To better secure your obligations under this Agreement you grant to us a Security Interest in all present and after acquired Product. You agree that we may register this Security Interest on the PPSR in any way that we consider appropriate. Where the Product is an Insurance Policy, you: (a) grant us a Security Interest in the Insurance Policy; and (b) assign to us all your rights and entitlements under or in connection with the Insurance Policy and any Insurance Refund Proceeds, as security for your obligations under this Agreement.

Further Assurances. You undertake to: (a) promptly do all things, execute all documents and/or provide any information which we may reasonably require to enable us to perfect and maintain the perfection of our Security Interest (including by registration of a financing statement); (b) give us not less than 14 days prior written notice of any proposed change in your name and/or any other change of your details; and (c) immediately on our request (and at your expense) obtain from any third party such agreements and waivers of any Security Interest that third party has in respect of the Products to ensure that at all times we have a first ranking security interest in the Products.

Enforcement. You undertake that, to the extent that the law permits, you will have no rights under (or by reference to) sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the PPSA, and, where we have rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

Verification Statement. You waive your right under section 148 of the PPSA to receive notice of any Verification Statement relating to the registration of any Security Interest arising under this Agreement.

No subordination. Unless agreed to by us in writing, you acknowledge that we have not agreed to subordinate any Security Interest provided for by this Agreement in favour of any third party.

In Trade. You and any Guarantor each acknowledge that you are acquiring our services in trade for the purposes of section 43(2) of the Consumer Guarantees Act 1993 (CGA) and section 5D of the Fair Trading Act 1986 (FTA), and that you and/or any Guarantor will not assert or attempt to assert any rights or claims against us under the provisions of the CGA or sections 9, 12A, 13 and 14(1) of the FTA. Further you and any Guarantor each acknowledge and agree that the Goods will not be used, or is intended to be used, wholly or predominantly for personal, domestic, or household purposes.

Electronic Signatures. On and from the date of this Agreement: (a) each party hereby irrevocably consents to the use of electronic signatures for the purposes of the Contract and Commercial Law Act 2017 (CCLA), including: (i) the use of electronic signatures in relation to documents, resolutions, certificates, waivers, consents, correspondence or the like relating to any party; and (ii) receipt of documents, resolutions, certificates, waivers, consents, correspondence or the like relating to any party by electronic means, and agrees to be bound by any documents, resolutions, certificates, waivers, consents, correspondence or the like executed by it by means of electronic signature; (b) where any party wishes to use the provision of electronic signatures, then that party will facilitate the use of an electronic signature system capable of meeting the requirements of section 228 of the CCLA; and (c) this clause does not detract from the CCLA nor does it limit the ability of any party signing a document, resolution, certificate, waiver, consent, correspondence or the like by any other means so permitted at law.

Copies. Any copy of this Agreement that is received via email in PDF or other document reproduction format (including any copy of any document evidencing a party's signature to this agreement) may be relied on by each party as though it were an original copy of this agreement. This Agreement may be entered into on the basis of an exchange of PDF or other document reproduction format in which case each party will promptly deliver all originals signed by it to the other party.

Guarantee provisions:

Acknowledgement. The Guarantor acknowledges that we have entered into this Agreement at Guarantors request; it has received valuable consideration for entering into this Agreement; we are acting in reliance of the Guarantor incurring obligations and giving rights under this Agreement; it (or its directors if a company) has read and understood the terms of this Agreement; it has made its own enquiries and satisfied itself as to the financial condition of the Customer and its ability to perform its obligations under this Agreement and has not relied in any way on any information provided by us.

Guarantee. In consideration of us agreeing to enter into this Agreement with the Customer, the Guarantor unconditionally and irrevocably guarantees that the Customer will pay us all amounts payable by the Customer under this Agreement when due from time to time. This Guarantee and Indemnity continues until all these amounts have been paid in full. The Guarantor acknowledges and agrees that this Guarantee and Indemnity extends to all obligations and liabilities of the Customer arising in connection with this Agreement. If we request, the Guarantor must pay us any amount which the Customer does not pay us when it is due. We do not need to first ask the Customer to pay us or otherwise exercise any rights which we may have against the Customer before enforcing this Guarantee and Indemnity. The Guarantor indemnifies us against, and the Guarantor must pay us for, all losses or reasonable costs we suffer or incur if the Customer does not, or is unable to, pay us in accordance with this Agreement; or the Guarantor is not obliged to pay us an amount under the guarantee in this Agreement; or we are obliged, or we agree to pay an amount to a trustee in bankruptcy or liquidator in connection with a payment by the Guarantor or the Customer; or any obligation of the Customer to pay an amount under this Agreement on the specified due date is postponed as a result of any legislation. The indemnity from the Guarantor is a continuing obligation, separate and independent from the Guarantor's other obligations under this Guarantee and Indemnity. It continues after those other obligations end. Rights given to us under this Guarantee and Indemnity and the Guarantor's liabilities under it are not affected by any act or omission by us (other than fraud, negligence or wilful misconduct of us, our employees, officers, agents, contractors or receivers appointed by us) or by anything else that might otherwise affect them under law relating to guarantees and indemnities. We agree to provide the Guarantors notice and obtain consent from the Guarantors for a request to release an existing guarantor or any Security Interest held to secure the Customer's or the Guarantor's obligations under Agreement.

No merger. This Guarantee and Indemnity does not merge with any judgment or order which we obtain against the Guarantor in respect of an amount payable under this Guarantee and Indemnity in respect of this Agreement. We can still exercise our rights under the Guarantee and Indemnity as well as under the judgment or order.

No assertion of rights. As long as an amount payable under the Agreement remains unpaid, the Guarantor may not, without our prior written consent reduce the Guarantors liability under this Guarantee and Indemnity by claiming that the Guarantor or the Customer or any other person has a right of set-off or counterclaim against us; or exercise any rights to another guarantee or mortgage, charge or other security given in connection with an amount payable under this Agreement or an amount payable under this Guarantee and Indemnity; or claim an amount from the Customer or another Guarantor of the Customers obligations under a right of indemnity; or claim an amount in the insolvency of the Customer or another Guarantor of the Customers obligations under this Agreement (including a person who has signed this Guarantee and Indemnity). The Guarantor acknowledges that the Guarantor is responsible for making itself aware of the financial position of the Customer and any other person who guarantees the Customers obligations under the Agreement.

Further assurances. 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 and Indemnity.

Claim against Guarantor. We may claim against the Guarantor under this Guarantee and Indemnity before we enforce any of our rights: against the Customer or any other person; or under another document such as a guarantee or mortgage, charge or other security.

Application of moneys. We may use any money paid by or for the Customer towards meeting any part we choose of the amounts the Customer owes us (including meeting any amount the Guarantor does not guarantee). We may use any money paid by the Guarantor under this Guarantee and Indemnity towards paying any part we choose of the amounts the Guarantor owes us under this Guarantee and Indemnity.

Acceptance and acknowledgements: You agree to be bound by the terms and conditions of this Agreement. You acknowledge that this Agreement will not bind us until it is accepted by us. We may evidence our acceptance by paying the Supplier; at which time this Agreement will commence without the need for us to give you notice.

You and the Guarantor acknowledge and confirm that you have read, understood and agree to be bound by this Agreement; you have read and understood the Privacy Consent provisions provided during the Procuret Application Process or attached to this Agreement, and consent to us collecting and using your personal information (where applicable) in accordance with the Privacy Consent provisions.

You acknowledge you are clearly aware of your obligation to pay the amounts under this Agreement and that these Payments are not dependent upon, related to or affected by the supply of any Product, goods or services by any Supplier or any failure by the Supplier to provide any services. You acknowledge that all the information provided by you to Procuret is true and correct.

You acknowledge you have the authority to enter into this agreement and bind the partnership (as a partner) or company that you represent, as a director, company secretary or explicitly authorised representative.

Where the Customer is an incorporated entity and the user completing the Procuret Application Process is a director of the entity, by signing these terms or completing the Procuret Application Process, you provide a guarantee and indemnity on the terms and conditions set out in the Agreement.

If you or your employees notify Procuret that physical delivery of a Product has been made by your designated Supplier, you irrevocably authorise your employee(s) as your delegated representative to accept and acknowledge delivery of these Products and Procuret will rely on this authority to make payment to the Supplier.

Privacy Consent

The Privacy Policy contained in this page describes how Procuret Operating NZ Limited NZCN 8217758 and any related company of Procuret Operating NZ Limited (referred to in this Privacy Policy as Procuret, we, our or us) manages, collects, uses, stores and may disclose your personal information for the purpose of completing your application with Procuret. The Personal Information is collected through the process of engaging and applying with Procuret. The Privacy Act 2020 (Act) allows for certain personal information about you to be collected, held, used and disclosed subject to certain conditions.

Information collected includes:

It is possible that your telephone calls to us may be monitored or recorded which we do for internal training purposes.

If you do not provide us with this consent or provide us with personal information requested by us, we may not be able to process your Procuret registration for you.

The reasons we collect this personal information is so:

If you do not want to receive any information about products and services (supplied by us or our preferred providers) which we consider may be of value or interest to you, please advise us as part of the acceptance of these terms or unsubscribe to emails that you may receive. We may share your personal information:

If you provide Procuret any personal information about another person that is either a beneficial owner, director, partner, trustee or authorised representative (collectively referred to as authorised persons), you confirm that you have obtained the express authority and consent of that person to provide their information to us. You acknowledge and the authorised person acknowledges that you authorise us to hold, use and disclose their information in accordance with this Privacy Policy. You have an obligation to inform them of their rights to access and request that Procuret correct their information if required.

Overseas Disclosing Information:

Access and Correction of your Personal Information:

Email: info@procuret.com Phone: +61 2 8866 5399 Post: GPO Box 1909 Sydney, Australia, 2001

Acknowledgement:

Direct Debit Request Service Agreement

You agree to this Direct Debit Request and the Direct Debit Request Service Agreement below, and you authorise Stripe Payments Australia Pty Ltd ACN 160 180 343 Direct Debit User ID number 507156 (individual referred to as Debit Provider) to debit your nominated card or your account through any other direct debit service nominated by the Merchant (including through the Bulk Electronic Clearing System (BECS)) on behalf of Procuret Operating Pty Limited, its agents, Procuret Operating NZ Limited (collectively the "Merchant"), for any amounts communicated to you by the Merchant. You certify that you are either the card holder or an account holder or an authorised signatory on the card or account. By agreeing to the above Direct Debit Request you authorise:

  1. Debit Provider to arrange for funds to be debited from your nominated financial institution card or account (the nominated account). Debit Provider is acting as an agent for the Merchant solely for the purposes of processing payment, and Debit Provider does not provide any goods or services to you.
  2. Debit Provider or the Merchant will give you at least 14 days notice in writing of any changes to the terms of the drawing arrangements.
  3. Debit Provider will keep information relating to your nominated account confidential in accordance with Debit Providers privacy policy, except where required for the purposes of conducting direct debits with your financial institution. Your personal information may be transferred by Debit Provider to the United States. If you do not want to provide your personal information to Debit Provider in connection with the Direct Debit Request, Debit Provider will not be able to debit your nominated account.
  4. It is your responsibility to: i. Ensure your nominated account can accept direct debits; ii. Ensure that there are sufficient clear funds available in the nominated account to meet each drawing; iii. Advise immediately if the nominated account is transferred or closed or your account details change; iv. Arrange a suitable payment method if Debit Provider or the Merchant cancels the drawing arrangements; v. Ensure that all authorised signatories nominated on the financial institution account to be debited authorise the Direct Debit Request.
  5. Subject to the terms and conditions of your nominated financial institution account and your agreement with the Merchant, you may alter the drawing arrangements. Such advice should be received by the Merchant at least 7 business days prior to the drawing date for any of the following: i. Changing your nominated account number ii. Deferring a drawing iii. Altering a DDR schedule iv. Cancelling the drawings completely If you require further information, please contact the Merchant at + 61 2 8866 5399. Alternatively, you can also contact your financial institution.
  6. If you believe that there has been an error in debiting your account, you should notify the Merchant as soon as possible. The Merchant will notify you in writing of its determination and the amount of any adjustment that will be made to your nominated account (if any). Debit Provider will arrange for your financial institution to adjust your nominated account by the applicable amount (if any). Alternatively, you can also contact your financial institution.
  7. The details of your drawing arrangements are contained in the Direct Debit Request made by the Merchant.
  8. Debit Provider reserves the right to cancel the drawing arrangements if three consecutive drawings are dishonoured by your financial institution, and for the Merchant to arrange with you an alternative payment method. Please refer to the terms and conditions of your nominated financial institution account to see whether dishonour fees apply. The Merchant may charge additional dishonour fees in accordance with your agreement with the Merchant.
  9. If you have selected for an Invoice to be Paid in Full, then the Merchant agrees to forward those funds to the payee supplier upon the successful drawing of funds from the nominated card or account. You are liable to the Merchant, and you indemnify the Merchant for any non payment, mistake, error or omission made in the use of the Merchants payment options.

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