Terms of Use

These Terms of Use replace all earlier versions published on the Website. For Guest Payments, the version in force at the time you click “Pay” applies to that Payment.

1. Application and structure

1.1 These Terms of Use (“Terms”) are issued by Cloudfloat Pty Ltd ACN 632 465 082 of Tower 1, Level 27, 100 Barangaroo Avenue, Sydney NSW 2000 (“Cloudfloat”, “we”, “us”, “our”).

1.2 These Terms are structured in three Parts:

1. Part A (clauses 3 to 7) applies to your access to and use of the Website;
2. Part B (clauses 8 to 15) applies when you make a Guest Payment through the Widget, however the Widget is initiated or presented to you, including via a Partner Platform, a link or code displayed on or accompanying an invoice, or a payment link or payment request provided to you; and
3. Part C (clauses 16 to 21) applies to all use of the Website and all Guest Payments.

1.3 By accessing or using the Website you agree to be bound by Part A and Part C of these Terms and by the Privacy Policy. By clicking “Pay” in the Widget you enter into a contract with Cloudfloat on the terms of Part B and Part C of these Terms, and each Guest Payment constitutes a separate contract formed at the time you click “Pay”.

1.4 If you hold a Cloudfloat Account, your acquisition and use of Cloudfloat’s products is governed by the Cloudfloat Terms accepted on account creation. To the extent of any inconsistency between these Terms and the Cloudfloat Terms in respect of account activity, the Cloudfloat Terms prevail.

1.5 You consent to entering into contracts with us, and to giving and receiving notices and disclosures, by electronic communication for the purposes of the Electronic Transactions Act 1999 (Cth) and its state equivalents.

2. Definitions and interpretation

2.1 In these Terms:

• “Australian Consumer Law” means Schedule 2 to the Competition and Consumer Act 2010 (Cth);
• “Business Day” means a day other than a Saturday, Sunday or public holiday in New South Wales, Australia;
• “Cloudfloat Account” means an account registered with Cloudfloat on the Cloudfloat Terms;
• “Cloudfloat Terms” means Cloudfloat’s standard customer terms for account holders, as published or provided by Cloudfloat from time to time;
• “Consequential Loss” means loss or damage that is indirect or consequential, or that comprises loss of revenue, profit, anticipated savings, goodwill, business opportunity or data;
• “GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
• “Guest Payment” means a Payment made through the Widget by a Payer who does not, at the time of payment, transact through a Cloudfloat Account;
• “Partner Platform” means a third-party platform through which the Widget is presented under an agreement with Cloudfloat;
• “Payee” means the business identified in the Widget as the recipient of the invoiced amount;
• “Payer”, “you” and “your” mean the person making, or the business on whose behalf that person makes, a Guest Payment;
• “Payment” means a payment of an invoiced amount initiated through the Widget;
• “Platform Service Fee” means the fee described in clause 10;
• “Privacy Policy” means Cloudfloat’s privacy policy published at cloudfloat.com/privacy, as amended from time to time;
• “Website” means the websites operated by Cloudfloat at cloudfloat.com and app.cloudfloat.com (and any predecessor or successor domains), including their content; and
• “Widget” means the Cloudfloat payment interface through which a Payer may pay an invoice, wherever and however presented.

2.2 In these Terms, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; “including” and similar expressions are not words of limitation; a reference to legislation includes its amendments, re-enactments and subordinate instruments; a reference to a document includes that document as amended from time to time; and all amounts are in Australian dollars.

Part A: Use of the Website

3. Website information

3.1 Material on the Website may contain general information about Cloudfloat and its products and services. Unless expressly stated otherwise, that material:

1. does not constitute an offer capable of acceptance or an inducement to enter into a legally binding contract;
2. does not form part of the terms and conditions of any Cloudfloat product; and
3. is general information only and is not financial, legal or tax advice, and does not take into account your objectives, financial situation or needs.

3.2 All information on the Website is subject to change without notice. You should seek independent advice before acting on any material on the Website.

3.3 All applications for credit or other Cloudfloat products are subject to Cloudfloat’s assessment and approval criteria. Unless expressly agreed otherwise, Cloudfloat’s products and services are offered only to businesses in Australia.

4. Third-party websites

4.1 The Website may contain links to websites operated by third parties. Links are provided for convenience only and do not constitute endorsement, approval or recommendation by Cloudfloat of those websites or their operators, content, products or services.

4.2 Cloudfloat is not responsible for the content of, or any dealings you have with, any third-party website. The terms and privacy practices of the relevant operator apply to your use of those websites. Cloudfloat may receive payments from third-party operators in connection with links from the Website.

5. Intellectual property

5.1 All intellectual property rights in the Website and its material are owned by or licensed to Cloudfloat. Except as necessary to view the Website in your browser, or as permitted by the Copyright Act 1968 (Cth), you must not reproduce, adapt, modify, distribute, frame, transmit or commercialise any material on the Website without Cloudfloat’s prior written consent.

5.2 You must not use any Cloudfloat trade mark, name or logo without Cloudfloat’s prior written consent.

5.3 You may link to the Website in a manner that is fair, lawful and does not suggest any association with or endorsement by Cloudfloat that does not exist. A party that has a written agreement with Cloudfloat may link to the Website and the Widget as that agreement permits.

6. Availability and website warranties

6.1 Cloudfloat does not warrant that the Website will be available, uninterrupted, error-free or free from viruses or other harmful code. You are responsible for your own precautions in this regard.

6.2 Cloudfloat may modify, suspend or discontinue the Website (in whole or part), or suspend or terminate your access to it, at any time without notice.

7. Website liability

7.1 Subject to clause 18, Cloudfloat is not liable for any loss or damage, however arising (including through negligence), suffered in connection with your access to or use of, or inability to access or use, the Website or any third-party website or material.

Part B: Guest Payments

8. The payment service

8.1 When you make a Guest Payment, Cloudfloat supplies a payment service to you as principal: Cloudfloat collects the Payment (together with the Platform Service Fee) from your card and settles the invoiced amount to the Payee in accordance with clause 12.

8.2 Cloudfloat is the merchant of record for the card transaction. The descriptor “Cloudfloat” (or a descriptor notified in the Widget) will appear on your card statement.

8.3 Cloudfloat is not the Payee, is not a party to the underlying invoice or to any contract for the supply of goods or services to which the invoice relates, and makes no representation or warranty in respect of the Payee or those goods or services.

8.4 The name of the Payee is displayed in the Widget before you confirm payment. You must satisfy yourself, before clicking “Pay”, that the displayed Payee is the party you intend to pay and that the invoice is genuine. If the displayed Payee does not match your intended recipient, do not proceed, and contact the sender of the invoice through independently verified contact details.

8.5 This Part B applies regardless of how you arrive at the Widget, including via a Partner Platform, a link or code displayed on or accompanying an invoice, or a payment link or payment request provided to you.

9. Business purpose, authority and warranties

9.1 The payment service is supplied for business purposes only. By clicking “Pay” you represent and warrant, on each occasion, that:

1. the Payment is made wholly or predominantly for business purposes;
2. you are duly authorised to make the Payment on behalf of the business making it;
3. the card used may lawfully be used for the Payment and you are authorised to use it; and
4. the information you provide in connection with the Payment is true, accurate and complete.

9.2 Cloudfloat enters into each Guest Payment contract in reliance on the representations and warranties in clause 9.1.

10. Platform Service Fee and GST

10.1 In consideration of the supply of the payment service, you must pay Cloudfloat the Platform Service Fee disclosed in the Widget before you confirm payment (at the Effective Date, 1.85% of the Payment amount, inclusive of GST, for Australian-issued cards; fees for internationally issued cards, if accepted, will be disclosed in the Widget).

10.2 The Platform Service Fee is Cloudfloat’s charge to you for the supply of the payment service. It is not a surcharge imposed by, on behalf of, or for the benefit of the Payee.

10.3 The total amount to be charged to your card, comprising the Payment amount and the Platform Service Fee, is displayed in the Widget before you confirm payment. Unless otherwise stated, amounts displayed are inclusive of GST.

10.4 The Platform Service Fee is not refundable where the payment service has been duly supplied, except as required by law or as provided in clause 11.2 or 13.1.

11. Processing, screening and declines

11.1 Card payments are authenticated (including by 3-D Secure where available) and processed by Cloudfloat’s PCI DSS compliant payment processor. Cloudfloat does not disclose your full card details to the Payee or to any Partner Platform.

11.2 Cloudfloat may, acting reasonably, decline, delay, suspend or reverse any Payment (before or after authorisation) where required or considered necessary for fraud prevention, identity or payment verification, sanctions or financial crime compliance, compliance with card scheme rules or law, or management of risk. Cloudfloat is not obliged to process any Payment. If Cloudfloat declines or reverses a Payment under this clause, Cloudfloat will refund to your card any amount collected in respect of that Payment, including the Platform Service Fee, and that refund is the extent of Cloudfloat’s liability for the decline or reversal.

11.3 You must promptly provide any information or documents Cloudfloat reasonably requests to verify your identity, your authority, or a Payment, including where required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth). Cloudfloat may decline to process a Payment pending receipt of that information.

12. Settlement and discharge

12.1 Cloudfloat will settle the invoiced amount to the Payee in cleared funds, ordinarily within 2 Business Days after Cloudfloat’s receipt of cleared settlement funds for the Payment from its card acquirer or payment processor. Settlement timing is indicative and may be affected by screening under clause 11.2, by verification of the Payee’s details, or by delays in third-party payment systems.

12.2 On and to the extent of Cloudfloat’s remittance of the invoiced amount to the Payee, your payment obligation to the Payee in respect of that invoiced amount is discharged.

13. Errors, refunds, invoice disputes and chargebacks

13.1 If you consider that a Payment was made in error, duplicated, or charged incorrectly, contact Cloudfloat at success@cloudfloat.com. Cloudfloat will investigate promptly and, where Cloudfloat has charged you incorrectly, will refund the difference (including, where the error is Cloudfloat’s, the relevant Platform Service Fee).

13.2 Any dispute concerning the underlying invoice, or the goods or services to which it relates (including as to quality, delivery, or entitlement to a refund of the invoiced amount), is a matter between you and the Payee. Cloudfloat will provide reasonable assistance to process a refund of the invoiced amount where the Payee authorises it, but has no obligation to procure any refund from the Payee.

13.3 Nothing in these Terms excludes, restricts or modifies any chargeback or dispute rights you may have against your card issuer under applicable card scheme rules, or any right you have under law that cannot be excluded.

14. Your information

14.1 Cloudfloat collects, uses, holds and discloses personal information in connection with Guest Payments in accordance with the Privacy Policy, including to process Payments, verify identity and authority, prevent fraud and financial crime, and comply with legal obligations.

14.2 You warrant that, where you provide Cloudfloat with personal information about another individual (including a contact of the Payee), you are authorised to do so and have informed that individual of the Privacy Policy.

15. Cloudfloat Accounts

15.1 You may make Guest Payments without creating a Cloudfloat Account. You may apply to create a Cloudfloat Account at any time, including at the completion of a Payment. Cloudfloat Accounts are provided on the Cloudfloat Terms, and account holders may have access to member pricing and additional products, subject to eligibility and approval.

Part C: General

16. Privacy and cookies

16.1 The Privacy Policy forms part of these Terms and describes Cloudfloat’s handling of personal information and its use of cookies and similar technologies on the Website and in the Widget. To the extent of any inconsistency between these Terms and the Privacy Policy in respect of the handling of personal information, the Privacy Policy prevails.

17. Australian Consumer Law

17.1 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified.

17.2 Where Cloudfloat’s liability for breach of a non-excludable guarantee can lawfully be limited, Cloudfloat’s liability is limited, at Cloudfloat’s option, to supplying the relevant services again or paying the cost of having the relevant services supplied again.

18. Liability

18.1 This clause 18 applies subject to clause 17.

18.2 Cloudfloat is not liable to you for Consequential Loss, however arising (including through negligence), in connection with these Terms, the Website, the Widget or any Payment.

18.3 Cloudfloat’s total aggregate liability to you in connection with a Guest Payment, however arising (including through negligence), is limited to the amount of that Payment plus the Platform Service Fee paid in respect of it.

18.4 Cloudfloat is not liable for the acts or omissions of, or any loss caused by, the Payee, any Partner Platform, or any goods or services supplied (or not supplied) by the Payee.

18.5 The limitations in this clause 18 do not apply to liability arising from Cloudfloat’s fraud or wilful misconduct, or to any liability that cannot lawfully be limited.

18.6 Each party’s liability to the other is reduced proportionately to the extent that the other party’s acts or omissions (including any breach of clause 8.4 or 9.1) caused or contributed to the relevant loss, and each party must take reasonable steps to mitigate its loss.

19. Changes to these Terms

19.1 Cloudfloat may amend these Terms at any time by publishing the amended Terms on the Website.

19.2 Amended Terms apply to your use of the Website from publication. For Guest Payments, the version of these Terms in force at the time you click “Pay” applies to that Payment, and later amendments do not affect a Payment already made.

20. General

20.1 If any provision of these Terms is invalid, illegal or unenforceable, it is severed to the extent of the invalidity, and the remaining provisions continue in full force.

20.2 A failure or delay by Cloudfloat to exercise a right is not a waiver of that right. A waiver is effective only if in writing and only to the extent stated.

20.3 You may not assign or transfer your rights under these Terms. Cloudfloat may assign its rights under these Terms to a related body corporate or in connection with a corporate reorganisation, financing or sale, provided the assignment does not materially prejudice your rights in respect of a Payment already made.

20.4 These Terms, together with the Privacy Policy and the disclosures made to you in the Widget, constitute the entire agreement between you and Cloudfloat in respect of the Website and each Guest Payment.

20.5 Clauses 9, 10, 12.2, 13, 14, 17, 18 and this clause 20 survive completion of a Payment.

20.6 These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales. The Website and the payment service are directed at persons in Australia.

21. Contact and complaints

21.1 Questions and complaints may be directed to success@cloudfloat.com or to Cloudfloat Pty Ltd, Tower 1, Level 27, 100 Barangaroo Avenue, Sydney NSW 2000, marked Attention: Operations Management.

21.2 Cloudfloat aims to acknowledge complaints within 5 Business Days and to resolve complaints within 21 days. Where resolution will take longer, Cloudfloat will notify you of the reason for the delay and the expected timeframe.