PaidonDue Merchant Terms of Service

1. Parties and formation

1.1 These terms are between the business that operates the PaidonDue service ("PaidonDue", "we", "us") and the business that creates a PaidonDue account ("Merchant", "you"). Clause 2 governs who may act for the Merchant and how staff access works where the Merchant's account has more than one authorised user.

1.2 These terms take effect when you create an account, connect an accounting platform, or first use the service, whichever happens first.

1.3 You confirm you are entering these terms in the course of business, and that the person accepting them is authorised to bind the Merchant.

2. Organisation accounts: the Owner and staff

2.1 Each PaidonDue organisation account is created and ultimately controlled by one individual (the "Owner"). The Owner may invite other individuals ("staff") to access the organisation and grant each of them one or more specific permissions — covering invoicing and charging, mandate and card-on-file consent capture, visibility of recovery and income data, organisation settings, and team management. PaidonDue's current permission set is described in-product and may be updated from time to time as the service changes.

2.2 A staff member with no permissions granted can take no action and see no organisation data beyond the organisation's name. The Owner alone can pay for, reactivate, or otherwise manage the subscription described in clause 12 — staff billing access does not exist, however broad their other permissions.

2.3 These terms are between PaidonDue and the Merchant as a business — not between PaidonDue and any individual Owner or staff member. Every action taken through the organisation account by the Owner, or by a staff member acting within the permissions granted to them, is taken to be the Merchant's own act for all purposes under these terms — including the warranties in clause 9, the mandate and consent evidence described in clauses 5 and 10, and the indemnity in clause 13.

2.4 The Merchant is responsible for who it appoints as Owner and staff, for the permissions it grants them, and for any use of the account by a person it has given access to, whether or not that particular use was authorised internally within the Merchant's own business.

2.5 A Merchant operating more than one business through PaidonDue does so through separate organisation accounts. Each is a separate "Merchant" for the purposes of these terms and carries its own subscription under clause 12.1, even where the same person is Owner of more than one.

3. What the service is — and is not

3.1 PaidonDue is software. It connects to your accounting platform, captures and stores payment authorities given to you by your customers ("payers"), sends notifications you configure, and transmits payment instructions to your payments provider (the "Sponsor") on your behalf and on your standing instruction.

3.2 PaidonDue is not a bank, a payments provider, a debt collector, or a party to any contract between you and a payer.

3.3 PaidonDue does not provide legal, financial, or tax advice. Nothing in the service — including any template text it generates — is advice (see clause 11).

4. Country and market scope

4.1 The service's collection features are available only where PaidonDue and the Sponsor support the relevant payment rail and country. PaidonDue's currently supported merchant countries are published on the pricing page of our website and expand from time to time as new rails become available.

4.2 You may only use the service to collect from payers in your own country. The one exception: if your own country is in PaidonDue's "European group" (the United Kingdom and the European SEPA countries), you may collect from payers anywhere else in that group. This is a condition of use, not merely an internal setting — the service will refuse to create a bank-debit mandate or save a card where the payer falls outside what your own country permits. (A payment link, clause 5.1(c), is not currently subject to this rule — see clause 5.2.)

4.3 Your country is the country recorded against your organisation, taken from your connected accounting platform, or set by you in settings if you have none connected. If it changes — for example because you reconnect to a different ledger tenant — the payer countries you may collect from change with it. PaidonDue may decline to transmit further instructions on an existing mandate or card-on-file authority that falls outside your new scope until the position is resolved; contact support.

4.4 Clause 4.2 is a PaidonDue product rule about which countries the service will let you collect from, not (except to the extent a payment rail's own scheme independently imposes the same boundary) a statement of a payments-scheme legal requirement, and it does not affect your own obligations under the law of a payer's country, which remain yours to meet.

5. Collection methods: mandates, card-on-file, and payment links

5.1 The service can collect amounts you are owed in three ways, usable individually or together within the same organisation:

(a) Bank-debit mandates — a stored authority captured under clauses 6–8 and the notice regime in clause 10, debited on the schedule you configure, subject to clause 4's country and rail scope;

(b) Card-on-file (stored-credential) authority — a payer saves a card and authorises you to charge it for amounts owed, on an unscheduled basis: when an invoice falls due, or when work they have approved is completed. This is a different legal instrument from a bank-debit mandate — a card-network stored-credential authority, not a Direct Debit Request — captured through its own separate consent screen and evidence record, and displayed separately from any other consent for that reason. It is subject to clause 4's country scope, matched against the card's own issuing country;

(c) Payment links — a one-off, payer-initiated payment against a specific invoice, which the payer pays themselves, on-session, at a time of their own choosing. A payment link is not a stored authority. It is not currently subject to clause 4's country scope, and does not itself require mandate or card-on-file consent — the payer is present and paying voluntarily at the time.

5.2 Clause 6 (appointment as agent) and clause 10 (notifications and the debit gate) apply to collection under 5.1(a), and, except to the extent a step is inherent only to a stored bank-debit mandate, to 5.1(b). Neither applies to 5.1(c): a payment-link payment is not an instruction PaidonDue transmits under a standing authority, and clause 10's pre-debit notice requirement does not apply to a payment the payer is making themselves in the moment.

5.3 You are responsible for using each collection method consistently with the authority you actually hold — in particular, not charging a card-on-file authority outside the unscheduled, invoice- or completion-triggered basis disclosed to the payer when they saved the card, and not treating a single payment-link payment as licence to charge the payer again without a fresh authority or a fresh link.

5.4 PaidonDue's card-on-file consent text and payment-link flow are, like the mandate-related templates described in clause 11, supplied as-is and are not legal advice — clause 11 applies to them in the same way.

5.5 Automatic collection is on by default. When your organisation is created, automatic collection is switched on. This means that once a payer has given an authority under 5.1(a) or 5.1(b), and any notice required by clause 10 has been given, PaidonDue will transmit the debit or charge on your behalf when it falls due. That includes retries after a failed debit, instalment plans and recurring schedules, and it happens without anyone in your organisation having to click anything. By accepting these Terms, you instruct and authorise PaidonDue to do this. You can switch automatic collection off at any time in Settings. While it is off, PaidonDue transmits no debit or charge under a stored authority on its own. Your team can still collect an amount manually (the "Charge now" action, while your subscription is active), and payers can still pay through a payment link under 5.1(c). Switching it off does not withdraw any payer's authority, and switching it back on resumes automatic collection under the authorities already held.

6. Appointment as agent

6.1 You appoint PaidonDue as your agent for the limited purpose of: (a) transmitting payment instructions to the Sponsor on your behalf — whether under a bank-debit mandate, a card-on-file authority, or a payment link (clause 5); (b) sending payer notifications on your behalf; and

(c) capturing and storing mandate and consent evidence on your behalf.

6.2 Every payment instruction PaidonDue transmits is your instruction, generated by rules you configure (invoice due dates, retry schedules, notice periods) or actions you take. You may change those rules or place any payer, invoice, or debit on hold at any time before the instruction is transmitted.

6.3 PaidonDue will not transmit a debit instruction unless, at the time of transmission, its records contain: (a) a stored, current, uncancelled payment authority for the payer; and (b) a record that the payer was notified of the amount and date in accordance with your configured notice period. This is a system control, not merely a policy.

7. Merchant of record and the Sponsor

7.1 You are the merchant of record. Your contract for payment processing is with the Sponsor directly. The Sponsor — not PaidonDue — holds the licences and scheme memberships under which debits are made, and settlement of collected funds flows from the Sponsor to your nominated account directly.

7.2 The direct debit authority each payer gives is governed by the Sponsor's Direct Debit Request Service Agreement between the payer and you (via the Sponsor's terms). PaidonDue captures and stores the evidence of that authority; it is not a party to it.

7.3 You must maintain your agreement with the Sponsor in good standing. If the Sponsor suspends or terminates you, PaidonDue cannot and will not transmit instructions on your behalf.

8. No funds held

8.1 PaidonDue never receives, holds, or controls payer funds or your funds at any point. There is no PaidonDue settlement account, float, or trust arrangement. Funds flow from the payer's account to you via the Sponsor's settlement process.

8.2 PaidonDue's only charge is the subscription fee described in clause 12. It is billed separately from collected payments and is never deducted or netted from the payments that reach your account. PaidonDue charges no per-transaction platform fee (clause 12.1A), so no part of any payment is ever paid to PaidonDue. Your funds are never transferred through, or held in, a PaidonDue account at any point, consistent with clause 8.1.

9. Your warranties

9.1 Mandate warranty. You warrant that every payer you load into the service: (a) has given a valid, current, uncancelled authority for the debits you configure; (b) received the disclosures the authority requires; and (c) owes each debited amount at the date of the debit: either the goods or services it relates to have been supplied, or the payer agreed in writing, in your quote, estimate, order, job acceptance, invoice or trading terms, to pay that amount at that point, for example an upfront deposit of up to 100%, a completion or stage payment, committed materials, or a cancellation charge.

9.1A Collecting before the invoice due date. You may set a collection date earlier than an invoice's due date only where your agreement with the payer makes the amount payable on that earlier date (for example under a clause like Trading Terms clause A2A). You must be able to produce that agreement and, for a completion or stage payment, evidence that the work, stage or delivery was completed. You are solely responsible, as against us and the payer, for any debit you schedule before the invoice due date. An early collection date does not change the service's notice rule in clause 10: the payer still receives notice of the amount and date before the debit.

9.2 You warrant that the information you provide — payer details, invoice data, bank details, your own identity and business details — is accurate and lawfully provided to us.

9.3 You warrant you will honour a payer's cancellation, deferral, or dispute rights promptly, and will not use the service to re-debit an amount a payer has validly disputed except with the payer's fresh authority.

9.4 You warrant you will use the service only to collect amounts genuinely owed to you under pre-agreed terms — not for third-party debt collection, and not for any category of activity your Sponsor's acceptable-use policy restricts.

9.5 The warranties in 9.1 apply to every payer you collect from under a bank-debit mandate or a card-on-file authority (clause 5.1(a)–(b)). They do not require a standing authority for a payer you invite to pay by payment link (clause 5.1(c)), since that payment is initiated by the payer themselves — but 9.2 to 9.4 apply to every collection method regardless of which one you use.

10. Notifications and the debit gate

10.1 The service will not transmit a debit instruction without a recorded pre-debit notification to the payer of the amount and date, sent no less than your configured notice period before the debit. The service enforces a minimum notice period that depends on the payment method and the country, shown in the service; you may configure a longer period.

10.2 You are responsible for keeping payer contact details current. A notification sent to the contact details you supplied is taken to have been given, subject to any bounce or failure the service records and surfaces to you.

10.3 This clause applies to collection under clause 5.1(a) and (b) — the methods where PaidonDue transmits an instruction under a standing authority you hold. It does not apply to a payment link (clause 5.1(c)), which the payer initiates themselves.

11. Templates supplied as-is

11.1 The service can generate template text — including trading-terms clauses, notification wording, and mandate-related text — for your use with your own customers. All template text is supplied as-is, is not legal advice, and has not been prepared with your specific circumstances in mind. You are responsible for having your own terms reviewed and for their suitability and enforceability.

11.2 Clause 11.1 does not apply to the extent the template text is the Sponsor's own mandated text, which is governed by your agreement with the Sponsor.

12. Fees

12.1 Subscription fee. The service is charged a monthly subscription fee for each organisation. The standard fee is AUD 399 per organisation per month (the "list price"). A merchant billed in another currency pays the list price published for that currency on the pricing page of our website, which is also shown at checkout. The currency you are billed in is set by your organisation's country, not by where you are when you view the page. The list price is subject to change under clause 12.2. It is payable by the organisation's Owner only: staff never have billing access or see a subscription price, whatever other permissions they hold. Taxes may apply and are shown before you subscribe. PaidonDue may apply a discretionary discount to your rate. Except for the founding price (clause 12.1C) and the Practice plan (clause 12.1B), which have their own terms, once your subscription is active a later change to the list price does not increase what you pay for as long as it remains continuously active: you keep the rate you subscribed at until you lapse and resubscribe.

12.1B Practice plan. PaidonDue may offer a reduced subscription rate (the "Practice plan", currently AUD 20 per month, or the local price published for your billing currency on the pricing page of our website) to accountants, bookkeepers and registered tax or BAS agents, for use only for the business of their own accounting or bookkeeping practice. The Practice plan is not for anyone else, and it is not for a client's business or any other business. All other terms apply unchanged.

(a) Eligibility. To join and stay on the Practice plan you must:

(i) be an accountant, bookkeeper or registered tax or BAS agent, with a current registration, licence or membership that we accept (for example with a tax practitioners' board, a chartered or certified accountants' body, or a bookkeepers' body); and

(ii) connect only the ledger organisation of your own practice. The Practice plan covers one organisation per practice. It does not cover a client's organisation, any other business you own or run, or an organisation you manage for someone else. Each of those must be on the list price.

(b) Application and manual review. You apply through the separate Practice plan sign-up page. We ask for your practice name, website (optional), ABN or local business number (required), country, professional body and membership or registration number (optional), the approximate number of clients you have (as a range), whether you wish to discuss the referral partner arrangement, and, optionally, a copy of your membership certificate. Every application is reviewed by a person, in every country, by checking what you give us against public registers and business registries; there is no automatic approval. You may use the Practice plan while your application is pending. We may approve it, ask for more evidence (at sign-up or at any later time), refuse it, or move you to the list price. We may refuse the Practice plan to any applicant, including one who is eligible, but we will tell you our decision and, on request, the reason. You must tell us within 14 days if your registration lapses, is suspended or is cancelled. How we handle this information is described in our Privacy Policy.

(c) Our rights if you are not eligible. If we reasonably believe that you are not eligible, that you no longer are, that your application is refused, or that the Practice plan is being used outside clause 12.1B(a), we may do one or more of the following:

(i) move the organisation to the list price, effective 14 days after notice, unless you show within that period that you are eligible;

(ii) end your access to the Practice plan, and ask you to subscribe at the list price in order to keep using the service; and

(iii) where you gave false or misleading information to obtain the Practice plan, or you joined or stayed on the Practice plan without being an accountant, bookkeeper or registered tax or BAS agent using the service for your own practice, remove you from the Practice plan, suspend your organisation's account (which stops automatic charging on it) and cancel its subscription, ending your access to the service, immediately and without prior notice or refund, and treat that as a material breach under clause 16.1. We tell you by email when we do, with the reason. If you think we made a mistake, you may reply with your registration or membership details and we will look again. A removal or suspension under this clause does not delete your data, which stays available for export under clause 12.4 and clause 16. Under (iii) we may also recover the difference between the list price and the Practice plan rate for the period in which you were not eligible, and nothing more: no penalty, fee or interest is charged on top. We will not recover for any period in which you were eligible, or for the period while your application was pending unless you gave false or misleading information in it.

(d) Changing or withdrawing the plan. We may change the Practice plan rate under clause 12.2. We may close the plan to new sign-ups at any time, including by taking down the sign-up page. Closing the plan to new sign-ups does not by itself change the rate of an existing eligible subscriber.

(e) Payers are protected either way. Ending the Practice plan never cancels a payer's mandate or authority. Clauses 15 and 16 govern what happens to the transmission of instructions, and mandate and consent evidence is kept under clause 16.2(c).

12.1C Founding-member offer. PaidonDue may offer a reduced introductory rate (the "founding price", currently AUD 199 per month, or the founding price published for your billing currency on the pricing page of our website, which is at least 50% below the list price in that currency) to the first 100 businesses to subscribe, or to those who subscribe before a closing date we publish, whichever happens first (the "founding window"). Where we show it, we show it as the list price struck through next to the founding price (for example "$399 $199, 50% off"); the struck price is the price at which the service is actually sold to everyone outside the founding window, and the percentage shown is the real difference in your currency.

(a) Duration. The founding price applies for your first 12 months of paid subscription, counted from your first successful subscription payment. It ends automatically at the end of those 12 months, without any action from you or us.

(b) Move to the list price. After the 12 months you pay the list price then in force. We will tell you at least 30 days before the first charge at the list price, in line with clause 12.2, and you may cancel before it applies.

(c) Not transferable. The founding price belongs to the organisation that subscribed. It cannot be transferred, assigned or applied to another organisation, and it does not carry across to a different organisation owned by the same person.

(d) Lapse. If your subscription lapses or is cancelled, the founding price is lost. If you resubscribe, even within the founding window, you pay the list price.

(e) Window. We decide, acting reasonably, whether you subscribed within the founding window, and we will say how many places remain or when the window closes if you ask. We may close the window early only for a reason that applies to everyone equally (for example the place limit being reached). A founding price already granted is not withdrawn by the window closing.

12.1A No platform fee. PaidonDue charges no per-transaction platform fee. PaidonDue earns only the subscription fee under clause 12.1 (and, where they apply, clauses 12.1B and 12.1C). The payment network's fees for handling a payment are the Sponsor's standard fees, shown on the pricing page of our website (clause 12.5); they are not a PaidonDue charge and PaidonDue takes no part of them. If we ever introduce a per-transaction fee, we would do so only under clause 12.2: on at least 30 days' notice, as a new version of these terms under clause 17, with your right to end your subscription on the effective date at no cost.

12.2 Fee changes. PaidonDue may vary the published subscription rate at any time, and may introduce a per-transaction fee (which would be a new version of these terms under clause 17), in each case effective no earlier than 30 days after notice to you for a change that applies to your account. Where a rate change would otherwise apply to you — for example on resubscribing after a lapse — we will show you the new rate before you are charged it. No fee change applies retrospectively to a subscription period or a payment already settled.

12.3 Non-payment: grace period and lock. If a payment against your subscription fails, your organisation moves to a grace status for a short period (currently 7 days) during which the service continues to operate normally. If payment is not restored within that period, PaidonDue locks the organisation: no new bank-debit mandate, card-on-file authority, or payment link may be created, and automatic collection (scheduled debits, pre-debit notices, reminders and retries) stops for every invoice, instalment and recurring schedule, until the subscription is reactivated. A payer may still choose to pay through a payment link they already hold (clause 5.1(c)); that is the payer's own payment, not automatic collection. After reactivation automatic collection resumes only from the next payment that falls due: a payment that fell due while the subscription was inactive is not collected automatically later (it stays owed, and you can collect it yourself outside the service, or with the "Charge now" action once the subscription is active again; "Charge now" is not available while the subscription is inactive). Locking under this clause is not suspension under clause 15 and does not itself terminate these terms. Only the organisation's Owner can reactivate a locked organisation, by bringing payment current.

12.4 A grace-period or locked subscription does not affect your ability to export your data or access mandate and consent evidence, on the same terms as clause 16.2(b)–(c) apply after termination.

12.5 Sponsor processing fees. The Sponsor's own processing fees for handling a payment — however charged, including any dishonour fee — and your own banking costs, are between you and the Sponsor. PaidonDue does not set or collect the Sponsor's own processing fees.

12.6 No platform fee on payments. Clause 12.1A applies: PaidonDue does not take a fee, share or commission on any payment processed through the service. The Sponsor's own fees are set and charged by the Sponsor under your agreement with it (clause 12.5). Nothing in this clause allows PaidonDue to receive, hold or control your funds (clause 8.1).

12.7 Surcharging. Cards can never be surcharged, on any account, and this is not merchant-configurable — no cost of card acceptance may be passed on to a payer paying by card, consistent with the card networks' own surcharging rules and, in Australia, the RBA's card surcharging reforms. For bank-debit collection only, PaidonDue may, at your election and where enabled for your organisation, allow you to pass on a surcharge representing the cost of acceptance. Where you enable a bank-debit surcharge, it must be disclosed to the payer under clause 10 before any debit reflecting it is transmitted, and you are responsible for the surcharge's lawfulness in the payer's own jurisdiction — surcharging rules differ materially by country and PaidonDue does not verify this for you. Current surcharge functionality is published on the pricing page of our website.

13. Indemnity

13.1 You indemnify PaidonDue against loss, cost (including reasonable legal costs), claim, or regulator action arising from: (a) debits transmitted on your instruction or under rules you configured; (b) breach of your warranties in clause 9; (c) your breach of your agreement with the Sponsor or of law applying to your collection of payments; or (d) disputes between you and a payer.

13.2 The indemnity in 13.1 does not apply to the extent the loss is caused by PaidonDue's own breach of these terms, negligence, fraud, or wilful misconduct.

14. Liability

14.1 To the extent permitted by law, PaidonDue's total aggregate liability under or in connection with these terms is capped at the fees you paid in the 12 months preceding the event giving rise to liability.

14.2 The cap in 14.1 does not apply to liability arising from PaidonDue's fraud or wilful misconduct.

14.3 Nothing in these terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot lawfully be excluded, restricted, or modified. Where liability for breach of a non-excludable guarantee can be limited, it is limited to re-supply of the service or payment of the cost of re-supply.

14.4 Neither party is liable for consequential loss (loss of profit, revenue, or goodwill), except that this clause does not limit your payment obligations or the indemnity in clause 13.

15. Suspension

15.1 PaidonDue may suspend transmission of new debit instructions for your account where:

(a) your dishonour or dispute rate materially exceeds a level the Sponsor or card network treats as unacceptable; (b) the Sponsor requires it; (c) we reasonably suspect fraud, a breach of clause 9, or unlawful use; or (d) amounts you owe us — other than the subscription fee, which is governed by clause 12.3 — are overdue by more than 14 days.

15.2 We will give you notice of a suspension and its reason no later than when it takes effect (or as soon as the law and the Sponsor permit), and will lift it promptly once the trigger is resolved. Suspension pauses new debit instructions; it never blocks your access to your data or to mandate evidence.

15.3 Suspension under 15.1 exists to protect the integrity of the payment system and our mutual standing with the Sponsor. It is not a penalty.

16. Term, termination, and your data

16.1 Either party may terminate for convenience on 30 days' notice. Either party may terminate immediately for material breach not remedied within 14 days of notice, or on the other's insolvency.

16.2 On termination: (a) automatic collection stops, as under clause 12.3 (a payer may still choose to pay through a payment link they already hold); (b) you may export your invoice, payer, and configuration data for 60 days; and (c) mandate and consent evidence is retained for the period required by law and scheme rules and remains available to you on request — evidence of a payer's authority is not destroyed merely because the subscription ended.

16.3 Clauses that by their nature survive termination (2.3–2.4, 9, 11, 12 (to the extent of amounts already owed), 13, 14, 16.2(c), 18) survive.

17. Variation

17.1 Notice. We may change these terms by publishing a new version. We give every organisation's Owner at least 30 days' notice before a new version takes effect: by email to the Owner, and by a notice shown inside the service until the effective date. The notice states the effective date and what is changing, and links to the new version, which is published on our website. Staff are not asked to accept anything and are never blocked from using the service because of a change to these terms.

17.2 Continued use is acceptance. If you keep using the service after the effective date, you accept the new version from that date. Nothing else is needed from you, and nobody on your team is locked out while an Owner decides.

17.3 Your right to end the subscription. If you do not agree with the new version, the Owner may tell us so from the notice in the service before the effective date. We then end your subscription on the effective date, at no cost and without any penalty or fee. Until then nothing changes, and the Owner may change their mind and keep the subscription at any time before the effective date. Clause 16.2 applies on the end of the subscription.

17.4 No variation applies retrospectively. This clause governs changes to these terms generally; changes to the subscription rate or a new per-transaction fee are also subject to clause 12.2.

18. Privacy and data

18.1 Each party must comply with the Privacy Act 1988 (Cth) in respect of personal information handled under these terms. PaidonDue handles payer personal information as your service provider, in accordance with its Privacy Policy, and stores mandate, card-on-file, and consent evidence in the form described in its documentation (hashed agreement text, versioned, append-only).

18.2 You must have a lawful basis for providing payer information to us, and your privacy disclosures to payers must cover the processing the service performs.

19. General

19.1 These terms are governed by the law of South Australia, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.

19.2 Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations.

19.3 Assignment. PaidonDue may assign or transfer these terms, and the Merchant and payer data and rights held under them, to: (a) a successor entity on a sale, merger, restructure, or change of PaidonDue's corporate structure; and (b) a payment facilitator, Sponsor, or service provider reasonably necessary to operate the service (for example, a replacement Sponsor, or a future AFSL-holding Corporate Authorised Representative licensee). Any successor or transferee under this clause must be bound by confidentiality and privacy obligations materially equivalent to these terms. We will give you notice of any transfer to a successor entity under paragraph (a). You may not assign these terms without our consent (not to be unreasonably withheld).

19.4 Dispute resolution. Before commencing court proceedings (other than for urgent injunctive relief, or a claim for unpaid fees), a party must give the other written notice of the dispute and the parties must attempt in good faith to resolve it through senior-management discussion for 14 days. Any dispute not resolved that way is to be finally resolved by arbitration administered under the Rules of the Resolution Institute (or its successor) by one arbitrator, seated in South Australia, in English, with the arbitrator's award being final and binding and enforceable in any court of competent jurisdiction. Each party waives, to the fullest extent permitted by law, any right to commence or participate in a class, collective, or representative proceeding against the other in connection with these terms, and agrees any arbitration or proceeding will be conducted only on an individual basis. Nothing in this clause excludes a non-excludable statutory right to bring a matter before a court, tribunal, or regulator (for example, the Australian Consumer Law's unfair contract terms regime is a matter of statutory protection a court or the ACCC — not private arbitration — ultimately enforces, regardless of this clause).

19.5 These terms, the pricing page, and any written schedules are the entire agreement about the service.

20. Intellectual property and data licence

20.1 PaidonDue's IP. PaidonDue and its licensors own all intellectual property rights in the service, including its software, interfaces, documentation, and any template text it generates (clause 11) before you customise it. You receive a limited, non-exclusive, non-transferable licence to use the service for your own business during the term of these terms, and no other rights.

20.2 Your content. You retain ownership of your own invoice, customer, and business data. You grant PaidonDue a non-exclusive, worldwide, royalty-free licence to host, process, transmit, and display that data solely to provide, maintain, and improve the service to you and other merchants, and to comply with law.

20.3 Aggregated and de-identified data. PaidonDue may create and use aggregated or de-identified data derived from the service's operation across merchants (for example, dishonour rates, notice-to-payment timing, or retry-ladder effectiveness by rail or country) for product development, benchmarking, and reporting, provided it does not identify you, a payer, or any individual. This clause does not permit PaidonDue to sell a payer's personal information, and does not vary the Privacy Policy's own commitments about payer data (clause 18).

20.4 Feedback. If you give PaidonDue feedback or suggestions about the service, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or attribution.

21. No guarantee of collection; no fiduciary duty

21.1 PaidonDue does not guarantee that any amount owed to you will be collected, in whole, in part, or at all. The service transmits payment instructions on your behalf; whether a debit succeeds depends on the payer's account, the payer's bank or card issuer, the Sponsor, and matters outside PaidonDue's control. PaidonDue is not liable for an uncollected, dishonoured, disputed, or reversed amount, except to the extent clause 14 (Liability) otherwise provides.

21.2 No fiduciary or agency duty beyond clause 6.1. PaidonDue's appointment as your agent under clause 6.1 is for the limited purposes stated there only. Nothing in these terms creates a fiduciary, trust, partnership, joint-venture, or broader agency relationship between PaidonDue and you, and PaidonDue owes you no duty beyond the express obligations in these terms.