Standard Milton Graham Terms & Conditions (Australia)

These Standard Milton Graham Terms and Conditions:-
(a)    do not apply to Novated Terms novated from illion Australia Pty Ltd ACN 006 399 677 to Recoveries Corporation Pty Ltd ACN 052 138 799;
(b)    come into effect from 31 January 2023 or from the date that any Milton Graham Services are ordered by you, whichever is the latter.

1.    RECEIVABLES OPTIMISATION SERVICES
1.1    Receivables Optimisation Services (Service) refers to the end-to-end debt recovery solutions provided by Recoveries Corporation Pty Ltd trading as Milton Graham (“we”, “us” or “our”) in respect of debts referred by you, including recovery of outstanding debts from your debtors.
1.2    In connection with the Services, we:
(a)    will take such action as we consider reasonably necessary to give effect to your instructions to recover the relevant debt(s); and
(b)    may in our absolute discretion, refuse to accept or continue to handle any debt(s) offered by you for collection.

2.    YOUR OBLIGATIONS
2.1    You must:
(a)    set-up an account with us via the processes set out in Annexure A of these Terms and Conditions;
(b)    If you do not elect to enter your bank details electronically through our online portal ‘Open Data Solutions’ (Portal) and instead elect to follow the EFT form, letter from authorised signatory, original copy of bank statement or deposit slip and identity verification of the authorised signatory and company/trust, we will commence collecting debt for you on acceptance of these Terms and Conditions and Pricing Schedule but will hold the Recovered debt(s) in our Trust Account under clause 3 until the process of verification is completed by us and the requisite documentation as set out in Annexure A has been received and approved by us for you to set-up an account with us;
(c)    You agree and acknowledge that we will not release the Recovered debt(s) to you, and we are under no obligation to release the Recovered debt(s) to you, until verification of bank account details and identity has been completed and the requisite documentation as set out in Annexure A has been received and approved by us;
(d)    If you do not want us to commence the collection of debt(s) on acceptance of these Terms and Conditions and Pricing Schedule as updated from time to time (the Agreement), please notify us in writing;
(e)    provide us with all relevant information concerning the debt(s) and the parties responsible for the debt(s) and authorise us (and other parties that we engage on your behalf) to use this information for any proper purpose;
(f)    advise us immediately if:
i.    a payment is made directly by a debtor to you;
ii.    any credit is passed by you to the debtor;
iii.    any goods are returned to you resulting in a credit to the debtor;
iv.    there is any communication between you and debtor;
v.    a debt referred to us for collection is disputed by a debtor; and/or
vi.    the debt is settled by you.
2.2    You acknowledge and agree that:
(a)    you have taken all reasonable steps to advise the debtor that delinquent debt(s) referred to us may be listed with a Credit Reporting Body (where permitted by Privacy Law); and
(b)    you have taken all reasonable steps to advise the debtor that delinquent debt(s) referred to us may be listed with a Credit Reporting Body for consumer credit worthiness.

3.    TRUST ACCOUNT
3.1    All moneys received on your behalf by us (or a third party engaged by us) will be deposited into a trust account trustee (Trust Account).
3.2    Except where alternative prior arrangements have been made, you agree that we may deduct from the Trust Account any Fees owing by you from the moneys collected by us on your behalf, regardless of whether the moneys relate to the debt that generated the applicable Fees. Deduction will occur at the time of issuing an invoice to you. This is called “Contra” billing. Where such amounts exceed or are not deducted out of the moneys collected on your behalf, you must pay such amounts within 7 days of receipt of the invoice. We also reserve the right to deduct any such amounts from moneys collected on your behalf after the date of the relevant invoice.
3.3    We will provide you with an account statement, together with an invoice providing details of the amounts collected under clause 3.1, less any amount deducted under clause 3.2 and less any applicable Overpayments (Remaining Account).
3.4    Remaining Accounts will be paid by us monthly via EFT from the Trust Account to your nominated bank account specified in the Portal or the EFT Form or as otherwise notified in writing to us as nominated under Annexure A.
3.5    You acknowledge that funds deposited into a Trust Account and subsequently paid to you under clause 3.4 may not be cleared funds. Should the relevant financial institution subsequently not honour the relevant transaction(s), then you must refund the amount of the transaction and any interest that has accrued on that amount within 7 days of receipt of a notice of demand from us.
3.6    To the extent permitted by law, you and we agree to contract out of any non-mandatory or default duties of trustees implied into the Terms and Conditions by the operation of any law applicable to us or to trustees generally from time to time.
3.7    We will take all reasonable steps to implement systems which are designed to avoid overpayment of a debt (Overpayment). However, if we or you are aware that an Overpayment has occurred, we or you must notify each other as soon as reasonably practicable. If a payment from the relevant debtor is still held in the Trust Account, you authorise us to repay an amount equal to the Overpayment to the relevant debtor, from the Trust Account, on your behalf.
3.8    Notwithstanding any payment made by us in accordance with clause 3.7, all payments collected by us will constitute Recovered debt for the purposes of clause 6.1, unless you provide evidence that is satisfactory to us (acting reasonably) to demonstrate that the Overpayment:
(a)    occurred when the debtor made a payment to us (that is, the debtor made the relevant payment to us after they had already made the relevant payment to you or to a third party) on your behalf; and
(b)    was not caused by a breach by you of your obligations under these Terms and Conditions.

4.    UNCOLLECTED DEBTS
4.1    Any debts placed for collection by you with us on a commission basis for which we have established a payment arrangement but which have not been fully collected at the time the Agreement terminates or expires for any reason, will remain available for collection by us on the Terms and Conditions contained here, and the applicable Fees will be paid by you at the applicable rates prevailing at the time such Services are provided.

5.    INFORMATION THAT WILL BE USED AND RETAINED BY RECOVERIES CORPORATION PTY LTD 
5.1    In respect of debts within Australia referred by you, we may retain (and may provide to other third parties) the default information described in this clause 5.
5.2    You acknowledge and agree that, in respect of debts referred by you within Australia, we may refer the default to a Credit Reporting Body as defined under Privacy Laws:
(a)    automatically where there is a Commercial Debt of $100 or more (Commercial Debt Defaults); and
(b)    at such time as instructed by you where there is a Consumer Debt of $150 or more (Consumer Debt Defaults).
5.3    In relation to Consumer Debt Defaults, you agree and warrant that:
(a)    there is no reason at law that the default cannot be listed, including a Hardship Event or unresolved dispute;
(b)    you have the appropriate disclosures / consents to allow sharing of the data with a Credit Reporting Body as defined under Privacy Laws;
(c)    before the Consumer Debt Default is provided to a Credit Reporting Body, you have issued the Section 6Q notice under the Privacy Act;
(d)    you will issue a Default Listing Notice (Section 21D notice under the Privacy Act) to your debtor(s), unless agreed in writing in which case we may issue the Default Listing Notice to your debtor(s) as your agent;
(e)    you will immediately notify us of any change to the default listing status, including payment or settlement of the overdue amount;
(f)    you will be solely responsible for whether the instructions in this clause 5 comply with all applicable laws.
5.4    In relation to Commercial Debt Defaults, you agree and warrant that:
(a)    you have notified the defaulting entity that you intend to list their default in a commercial credit bureau;
(b)    the information reported for the default listing is accurate, complete, up-to-date and correct in all material aspects at the time it is entered;
(c)    you will monitor any information relating to the default listing to ensure that the information provided to Recoveries Corporation Pty Ltd remains accurate, complete, and up to date;
(d)    you will immediately supply us with all relevant information to correct or update the default listing against a commercial entity; and
(e)    you have in place an internal audit process to ensure that any information collected in relation to the default listing is accurate, complete, and up-to-date.

6.    COMMISSION, FEES, & EXPENSES
6.1    You must pay our Fees set out in the Pricing Schedule and on the invoice terms regardless of whether the amount Recovered was received directly by you, through us or through any other channel.
6.2    We invoice on “Contra” basis, which means that at the time we issue the invoice, we will remit the amount collected on our behalf less our Fees.
6.3    You indemnify us for:
(a)    all costs, charges and expenses incurred by us in the course of providing the Services; and
(b)    any liability, costs and expenses that we suffer or incur in the course of administering the Trust Account (to the extent directly related to services provided to you), including any costs, expenses and liability that we suffer or incur in connection with Overpayments.
In each case, any such amounts must be paid to us by you even though it may be recoverable, in full or in part, from the debtor. If any such amounts are in fact recovered from the debtor by us we will refund them to you.

7.    SUPPLY OF SERVICES
7.1    We grant you a non-exclusive, non-sublicensable, non-transferable, revocable, limited licence to use the Service during the term of this Agreement solely for your internal business purpose (Permitted Purpose) subject to the terms set out in these Terms & Conditions (Licence).
7.2    Except with the prior written consent of us, you must not copy, reveal or make available to anyone else all or part of the information or software the subject of the licence, it being understood that the software and information is licensed for your internal use only. Without limiting any of our other rights or remedies under these Terms and Conditions, we may immediately terminate the Licence if you breach any aspect of the Licence terms. On termination of the Licence, you must immediately return, delete or destroy all originals and copies of the terminated information or software (as the case may be). We may, in its absolute discretion, require that you return originals and copies or may require that you provide a certification that originals and copies have been deleted or destroyed.
7.3    You acknowledge and agree that:
(a)    the Licence is not granted to any person other than you, and excludes your Related Bodies Corporate; and
(b)    you will not sub-contract, sub-licence, resell, transfer or otherwise grant access to a Service to any person, including your Related Bodies Corporate, except as expressly agreed by us in writing.

8.    YOUR USE OF THE SERVICES
8.1    You must not and must not attempt to (directly or indirectly):
(a)    resupply, resell or repackage a Service;
(b)    reuse, copy, download, upload, modify, translate, adapt, make any improvement or enhancement to or in any other way reproduce, a Service, except as reasonably required for the permitted purpose;
(c)    permit any person (other than an Authorised User) to access or use a Service;
(d)    incorporate any Information in a database, marketing list or report, except as reasonably required for the Permitted Purpose;
(e)    use the Service to generate any statistical, comparative or other information that may be provided to any third party (including as the basis for providing recommendations to others), except as reasonably required for the Permitted Purpose;
(f)    reverse engineer, derive the source code of, tamper with any Service;
(g)    circumvent any technological measures that are designed to prevent unauthorised use or access to any part of a Service;
(h)    engage in any form of systematic extraction of all or part of any Service, including the use of “screen-scraping”, “bots” and “spiders”;
(i)    introduce, directly or indirectly, any virus, worm, trojan or other harmful or malicious code into any Service or otherwise corrupt, degrade or disrupt any Service;
(j)    voluntarily produce any Information in legal proceedings, unless required by law; or
(k)    identify us, our Related Bodies Corporate, a Service or our confidential publications as a source of reference; or
(l)    use any Service in an unreasonable way or in a way that is unintended or contrary to the way we intended the Service to be used or in a way that is otherwise unfair or unacceptable (in our sole discretion, acting reasonably).
8.2    You must:
(a)    use the Services only in accordance with applicable laws and regulations;
(b)    implement and maintain industry best practice security measures and safeguards in relation to your computer systems, network and internet connectivity and the Services;
(c)    restrict access to the Services to Authorised Users and you must provide us with an accurate written list of the Authorised Users from time to time;
(d)    ensure a security identifier is issued to each Authorised User which must only be used by that Authorised User;
(e)    keep all security and access credentials and identifiers confidential and secure and ensure they are not transferred between Authorised Users or disclosed to any other person;
(f)    if you become aware that any security and access credentials and identifiers, account details or passwords have been compromised, without delay, notify us, change such passwords and credentials and take any other security action we reasonably direct;
(g)    protect the Services from unauthorised use, alteration, adoption, modification, reproduction, access, publication and distribution;
(h)    only use the Services on hardware, network and software that meets the minimum specifications notified by us to you; and
(i)    comply with our policies and procedures and our reasonable directions notified to you from time to time. We will give you reasonable notice of any changes to our policies and procedures.

9.    CUSTOMER DATA
9.1    You must supply us with all data or information required to supply or maintain the Services, to perform our obligations under these Terms and Conditions or as we may reasonably specify from time to time (Customer Data).
9.2    You represent and warrant that:
(a)    you hold all necessary legal rights, title, consents and authority to provide the Customer Data to us and authorise us to use the Customer Data in accordance with these Terms and Conditions;
(b)    your supply of the Customer Data will not infringe the Intellectual Property Rights of any person;
(c)    the Customer Data is complete, accurate, up-to-date and not misleading at the time it is provided; and
(d)    you will supply us with all information to correct and update the Customer Data from time to time and you authorise us to apply those corrections and updates.
9.3    Except to the extent required by law, we have no duty or obligation to verify, correct, complete, update, remove or delete any of the Customer Data.
9.4    You acknowledge that the quality of our Services relies on the Customer Data you provide to us. We will not be liable for any loss or damage arising from your failure or delay in providing the Customer Data or for any inaccuracy, omission or other defect in the Customer Data.
9.5    You grant us and our Related Bodies Corporate a non-exclusive, perpetual, irrevocable, transferable, royalty-free licence to use and sub-licence the Customer Data to supply our Services to you and to others, to otherwise fulfil our obligations under these Terms and Conditions, to validate and enhance our Services and for any other lawful purpose or for any purpose expressly authorised by you.

10.    INTELLECTUAL PROPERTY
10.1    Each party owns, and continues to own, all of its Intellectual Property Rights that existed at the commencement of this Agreement (Pre-Existing IP).
10.2    If any of your Pre-Existing IP forms part of any of our Services, you grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and modify that Pre-existing IP only to the extent required to deliver the Services.
10.3    We, or our licensors, own all right, title and interest, including Intellectual Property Rights, in the Services at all times. We do not, at any time, transfer any ownership rights in the Services and we reserve all rights not expressly granted.
10.4    You grant us and our Related Bodies Corporate a non-exclusive, perpetual, irrevocable, transferable, royalty-free licence to use and sub-licence the Customer Data to supply our Services to you and to others, to otherwise fulfil our obligations under these Terms and Conditions, to validate and enhance our Services and for any other lawful purpose or for any purpose expressly authorised by you.
10.5    If you acquire any Intellectual Property Rights in any of our Services or Enhancements, you assign those Intellectual Property Rights to us with effect from acquisition, and agree to do all things reasonably required by us to give effect to such assignment.
10.6    The Services may include our brand, logo, trade mark, copyright notice or other proprietary marking. You must not copy, use or mask those items without our prior written consent.

11.    ELIGIBLE DATA BREACH
11.1    Each party warrants to the other party that it has and will maintain in accordance with industry standards: 
(a)    systems to detect and report when an event has occurred that may give rise to reasonable grounds to suspect an Eligible Data Breach has occurred; and 
(b)    a system to investigate and assess a suspected Eligible Data Breach within the period prescribed by law of becoming aware of a suspected breach, including a documented procedure for making an evaluation of each investigation.
11.2    If a party becomes aware of a suspected Eligible Data Breach in connection with a Service, then in accordance with the applicable laws relating to Eligible Data Breaches, the party must promptly do whatever is necessary to contain the suspected breach.
11.3    If an Eligible Data Breach occurs, the parties must as soon as reasonably practicable: 
(a)    notify the other party of the breach; 
(b)    cooperate to minimise any loss or damage of each party, including loss of, or damage to, goodwill or reputation; 
(c)    consult with each other prior to any external communications; and 
(d)    cooperate to implement any remedial and preventative actions and to the extent reasonably necessary to ensure compliance with Privacy Laws.

12.    WARRANTIES AND COMPLIANCE WITH LAWS
12.1    Each party warrants to the other party that it: 
(a)    has the legal power and authority to enter into these Terms & Conditions; 
(b)    has the legal right, title, consent and authority to perform its obligations under the Terms & Conditions; and 
(c)    will comply with all applicable laws and regulations, including Privacy Laws and AML/CTF Laws.
12.2    You warrant to us that: 
(a)    if you are excluded from the operation of all or part of any Privacy Laws, you will comply with those Privacy Laws (including any applicable credit reporting provisions) as if you were bound; and 
(b)    your disclosure of Personal Information to us is accurate and complies with all applicable Privacy Laws.

13.    INDEMNITY AND LIABILITY
13.1    You indemnify us for any liability, loss or damage which we suffer or incur arising out of or in connection with any claim, suit, action, demand or proceeding brought by a third party arising out of or in connection with your breach of these Terms and Conditions.
13.2    Nothing in these Terms and Conditions excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Consumer Laws or any other applicable law that cannot be excluded, restricted or modified (Non-Excludable Obligation). To the maximum extent permitted by law, our liability for a breach of a Non-Excludable Obligation is limited, at our option, to the cost of supplying the Services again or payment of the reasonable cost of having the Services supplied again.
13.3    To the maximum extent permitted by law, we exclude all liability to the Customer for liability of any kind (whether direct, indirect, consequential, economic, special or otherwise) that may be suffered or incurred by the Customer arising under or in connection with the provision of the Services. This exclusion of liability applies whether the relevant claim is made under statute, in tort (for negligence or otherwise), in equity or otherwise.
13.4    To the extent that the exclusion of liability by us is found by a court of competent jurisdiction to contravene a law or otherwise be void, our total aggregate liability to you under or in connection with the provision of the Services is limited to $10,000.

14.    CO-OPERATION WITH REGULATORS
14.1    You agree to provide us (at your cost) with reasonable co-operation in the handling of disputes, complaints, investigations or litigation involving a third party that arises as a result of your actions or use of our Services.
14.2    If, as a result of your actions or use of our Services, a Regulator makes lawful enquiries, carries out an investigation, or takes any action (Inquiry) which obliges us to provide assistance or information, we will (at your cost) provide assistance and information to the Regulator to the extent we are legally obliged to do so.

15.    TERMINATION
15.1    Either party may terminate the Services under these Terms and Conditions at any time by giving the other party not less 30 days written notice.
15.2    We may immediately suspend or terminate any part of our Services without prior notice if: 
(a)    you have or we reasonably suspect you have breached, or you are reasonably likely to breach, a term of these Terms & Conditions or applicable law; 
(b)    you are not permitted to use the Services for any reason (including by way of contract, law or otherwise); or 
(c)    you suffer an Insolvency Event.
15.3    If any restriction is placed on us by law that limits or prohibits us from exercising a right under Recoveries Corporation’s T&Cs due to you suffering an Insolvency Event (Restriction), we will not enforce the right during the period prescribed by the Restriction, any extended period ordered by a court and any other time required by the Restriction, except to the extent that the Restriction does not apply to our exercise of that right.
15.4    On termination, expiry or suspension of a Service 
(a)    the Licence granted by us in respect of that Service is automatically revoked; 
(b)    you must immediately cease using the Service; and 
(c)    you must promptly delete or destroy all originals and copies of the Service and our Confidential Information, and certify to us in writing that you have done so if we request it.
15.5    Termination or expiry of these Terms & Conditions will not affect any rights accrued prior to such termination or expiry.

16.    GENERAL
16.1    (Governing Law) These Terms & Conditions are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.
16.2    (Notification) You must promptly notify us of any breach of Terms & Conditions.
16.3    (Other Terms) By using any of our Services, you agree to be bound by our Terms of Use, Privacy Policy and any other policies and procedures notified to you from time to time.
16.4    (Update) The Terms and Conditions may be altered by us at any time and will be available at Collect Terms & Conditions – Milton Graham.
16.5    (Entire Agreement) these Terms & Conditions together with the Pricing Schedule constitute the entire agreement of the parties about its subject matter and supersedes all previous agreements and understandings.
16.6    (Change of control) After the date of this agreement, any acquisition, merger or similar arrangement (in whole or in part) by you of, or any acquisition, merger or similar arrangement (in whole or in part) of yours by, companies with an existing Recoveries Corporation Pty Ltd contract (Acquired/Acquiring Companies) will not be included this agreement. Unless otherwise agreed in writing by Recoveries Corporation Pty Ltd (in its sole discretion), Acquired/Acquiring Companies will continue to receive Recoveries Corporation Pty Ltd products & services pursuant to the terms and conditions of any agreement between that Acquired/Acquiring Company.
16.7    (Assignment & subcontracting)
(a)    You must not assign, novate, subcontract or transfer this Agreement, including to your Related Body Corporate, without our prior written consent (which may be withheld in our sole discretion).
(b)    You acknowledge and agree that we may assign or novate this Agreement to any of our Related Bodies Corporate or in connection with a merger, consolidation or reorganisation of our assets and we may subcontract the performance of some of our obligations under the Services.
16.8    (Force majeure) No party will be liable to the other for non-performance or delays (other than a failure to pay) caused by an external event beyond the parties’ reasonable control. In such event, both parties will use reasonable endeavours to minimise delays or interruptions.
16.9    (Severability) If any part of these Terms & Conditions is illegal or unenforceable, it will be severed and the remaining terms will continue in full force and effect.
16.10    (Continuing warranties) The warranties given under Terms & Conditions are given with effect from the date of this agreement and at all times during the Term.
16.11    (No adverse construction) Nothing in Terms & Conditions is to be interpreted against a party solely on the ground that the party put forward or drafted that document.
16.12    (Waiver) A single or partial exercise or waiver of a right relating to Terms & Conditions does not prevent any other exercise of that right or the exercise of any other right.
16.13    (Survival) Any provision of Terms & Conditions, which is by its nature a continuing obligation, will survive termination.
16.14    (Relationship) Nothing in this agreement creates any partnership, joint venture or employment relationship between the parties.
16.15    (Non-exclusive) You agree there are no restrictions on us to provide Services to any other person.

17.    INTERPRETATION
17.1    Unless the context otherwise requires: 
(a)    headings are for convenience only and do not affect interpretation; 
(b)    a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that legislation or and any modification, consolidation, amendment, re-enactment, replacement or codification of it; 
(c)    a reference to dollars or $, is a reference to Australian dollars; 
(d)    a reference to a person includes an individual, corporation or other body corporate, partnership, trust, joint venture, unincorporated body, government agency or other entity, whether or not it comprises a separate legal entity; 
(e)    the words “include” or “including”, or similar expressions, are to be construed without limitation; the words “include” or “including”, or similar expressions, are to be construed without limitation; 
(f)    a reference to “terms” includes conditions; 
(g)    a reference to a party to includes that party’s successors and permitted assigns and substitutes; and 
(h)    a word importing the singular includes the plural and vice versa.

18.    DEFINITIONS
18.1    The following definitions apply in these General Terms & Conditions, unless the context otherwise requires:

AML/CTF Laws means applicable laws relating to financial transaction reports, anti-money laundering and counter-terrorism financing.

Authorised User means any person, including Personnel, who has a need to access or use a Service on your behalf.

Confidential Information means all information that could be reasonably regarded in the circumstances as confidential, including information which relates to the business, interests or affairs of a party, the terms of these Terms and Conditions, the Services and Intellectual Property Rights, but excludes information which is: 
(a)    in the public domain, other than as a result of a breach of these Terms and Conditions; 
(b)    independently developed or acquired by a party; 
(c)    Customer Data once that Customer Data forms part of any Services or is supplied to us; or 
(d)    in the possession of a party prior to the commencement of the agreement without any obligation of confidentiality.

Commercial Debt means a debt incurred in relation to ‘commercial credit’ as defined in the Privacy Laws.

Consumer Debt means a debt incurred in relation to ‘consumer credit’ as defined in the Privacy Laws.

Consumer Laws means applicable laws relating to consumer protection, including provisions set out in Schedule 2 of Competition and Consumer Act 2010 (Cth)(Aus).

Credit Reporting Body means an organisation whose business involves handling personal information in order to provide another entity with information about the credit worthiness of an individual. 

Default Listing Notice means the notice required to be sent to the debtor by Customer pursuant to section 21D of the Privacy Laws.
Eligible Data Breach means a material data breach under the Privacy Laws or involving Personal Information.
Hardship Event in relation to a debtor means that the debtor has made a hardship request to you which is either:
(a)    outstanding and has not yet been assessed by you; or
(b)    is refused as a hardship request, and at least 14 days have not passed since the debtor was notified of this decision.

Information means any information provided by us to you in connection with a Product or Service, including information provided as data output, documentation or compilation of information.

Insolvency Event means an event of insolvency, including bankruptcy; the appointment of an insolvency administrator, manager, receiver or liquidator; any action related to winding up or making a material arrangement in relation to creditors; applying for any type of protection against creditors; being unable to pay its debts as they fall due; or taking or suffering any similar or analogous action in any jurisdiction as a consequence of debt.

Intellectual Property Rights means all intellectual and industrial property rights and interests throughout the world, whether registered or unregistered, including trademarks, designs, patents, inventions, databases, discoveries, circuit layouts, copyright (including source code), rights in software, Confidential Information, know-how, business names, domain names, all analogous rights and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of 14 July 1967 as amended from time to time.

Modern Slavery Law means the Modern Slavery Act 2018 (Cth) (Aus) and any other equivalent laws of any Australian State or Territory.

Novated Terms means the terms and conditions agreed between you and illion Australia Pty Ltd for the receivables optimisation services which have been novated to Recoveries Corporation Pty Ltd.

Personal Information has the meaning in the applicable Privacy Laws.

Personnel means directors, officers, employees, agents and contractors.

Pricing Schedule means the price card effective between you and illion Australia Pty Ltd ACN 006 399 677 as at 30 January 2023, as updated from time to time, which can be made available to you on request. 

Privacy Laws means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth)(Aus) and the privacy laws of each other country in which Personal Information is received, collected, held, used or disclosed by a party in connection with the Services, as applicable.

Privacy Policy means our Privacy Policy from time to time available at https://www.recoveriescorp.com.au/privacy-policy.

Product means a product supplied by us to you as part of the Services.

Recovered in relation to a debt, means:
(a)    the debt or part of it that has been collected by us or any person appointed by us in accordance with these Terms and Conditions; or
(b)    at any time after we receive instructions for collection of referred debt:
i.    the debt or part of it has been paid by the debtor or any person on the debtor’s behalf;
ii.    the debt or the account to which it relates is settled or compromised in any way;
iii.    we are instructed to cease any attempts at collection;
iv.    you accept goods or services in full or partial satisfaction of the debt; or
v.    where you or we discover that the debt was paid or settled before the instructions for any Services were given to us, and the amount Recovered will be deemed to be:
a.    in the case of paragraphs (a), (b)(i) or (b)(ii), the amount collected or paid or the amount of the settlement or compromise;
b.    in the case of paragraphs (b)(iii) or (b)(v) the full amount of the debt; and
c.    in the case of paragraph (b)(iv), the value (as reasonably determined by us) of the goods or services accepted by you.

Regulator means any authority, commission, government department, court, tribunal, or similar having regulatory or supervisory authority over the parties or the Services.

Related Body Corporate means where a body corporate is: 
(a)    holding company of another body corporate; or 
(b)    a subsidiary of another body corporate; or 
(c)    a subsidiary of a holding company of another body corporate; or 
(d)    controlled by, under common control with, or controls, another body corporate, the first-mentioned body and the other body are related to each other.

Service means a service supplied by us to you and includes the supply of any Product, Information and Software.

Software means a software, computer program, application, software-as-a-service, including updates, new releases, specifications, documentation and media supplied by us to you, including by local installation or remote access.

Territory means Australia.
 

ANNEXURE A – CUSTOMER NOMINATED BANK ACCOUNT AND IDENTITY VERIFICATION
1. To set up your account we need your valid bank details. You can validate your bank details electronically via the Open Data Solutions portal here: https://bankstatements.com.au/iframe/start/IAVO