Business Terms1. Definitions and interpretation
The following words have these meanings in this Agreement unless the contrary intention appears: Agreement means these Business Terms and Conditions; Approved Business means a hospitality business.
Business Day means any day excluding Saturday, Sunday, a public holiday in New South Wales and/or a Commonwealth public holiday; Commencement Date means the date your application is accepted and you become a Registered Business on the Website; Confidential Information means any information that is:
i. Information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings and data (and copies and extracts made of or from that information and data) that is not in public domain is considered confidential information; and ii. confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information; Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought to existence by TIPSi or in the property of TIPSi; Insolvency Event means the happening of any of the following insolvency events to either Party:
(a) the Party ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;
(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Party or any of its assets;
(c) the Party enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;
(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the Party;
(e) anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction;
(f) the making by the Party of an assignment or attempted assignment for the benefit of its creditors. Parties mean the parties to this Agreement, meaning you as the business seeking to utilise TIPSi’s Services, and TIPSi; Party means a party to this Agreement;
Services means the Services specified in clause 2.1 to be provided by TIPSi to you;
Term means the time in between the Commencement Date and the date your Account is closed as per clause 15.7.;
Territory means Australia;
Tips means tips collected on your behalf by TIPSi;
TIPSI means TIPSi Pty Ltd (ACN: 654930284) t/a TIPSi of Gunn Accounting, 174 Yambil Street, Griffith NSW 2680;
User means an individual wishing to use the TIPSi Website to give you Tips;
You are a business wishing to use TIPSi as your agent for collecting Tips on your behalf.
2. General Terms
2.1. TIPSi offers you, as a business, with an opportunity to register for an account which gives you the opportunity to access to the following services (the ‘Services’):
(a) create an online profile where Users pay you Tips using the TIPSi platform (‘Business Account’); and
(b) receive Tips through the TIPSI Website.
2.2. These terms and conditions govern your usage of the Services. By continuing to register for a Business Account after reading these terms and conditions (the ‘Terms’), this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately. 2.3. The Website www.tipsitips.co and associated Services are operated by TIPSi. Access to and use of the Website, or any of its associated Services, is provided by TIPSi.
2.4. TIPSi reserves the right to update the Services at any time. Where the Services are updated, these Terms will continue to apply.
2.5. TIPSi reserves the right to review and change any of the Terms by updating this page at its sole discretion. When TIPSi updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
3. Registration to use the Services
3.1. In order to access the Services, you must first register for a Business Account through the Website:
3.2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide business information (such as identification or contact details), including but not limited to:
(a) Preferred Username
(c) Phone Number
(d) Business Name
(e) ABN or CAN
(f) Bank account and other payment information
(g) Business address
(h) Business staff details
(i) Business description
(j) Profile Photo [in jpeg. format]
(k) Business logo in [high-resolution PDF, eps or ai. formats].
3.3. TIPSi will only accept completed applications made by Approved Businesses, and reserves the right to reject an application for any reason including insufficient proof that your business is an Approved Business. If your application is accepted, you will receive a confirmation e-mail.
3.4. You warrant that any information you give to TIPSi in the course of completing the registration process will always be accurate, correct and up to date.
3.5. You agree that any information you provide will be displayed to users of the Website (‘Users’) and at times the general public.
3.6. Once you have completed the registration process, you will be a Registered Business on the Website ('Registered Business’) and agree to be bound by the Terms.
3.7. You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with TIPSi; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
4. Your obligations as a Registered Business
4.1. As a Registered Business, you expressly agree that you will not, through any means:
(a) deceive or mislead any User or Registered Business or provide them with misleading or false information; or
(b) harm, harass, hassle or abuse any User or Registered Business; or
(c) send un-welcomed or un-solicited communication to User or Registered Business for any reason; or
(d) communicate with any User or Registered Business individually or as a group regarding matters not relevant to the Services; or
(e) act in an unlawful, abusive, defamatory, discriminatory or otherwise objectionable manner; or
(f) infringe the intellectual property or privacy rights of any User or Registered Business or any third-party.
4.2. TIPSi, at its sole discretion, reserves the right to remove, edit or alter any content created by you on the Website.
4.3. TIPSi retains the right to revoke your Business Account or deny you access to the Services at any time.
4.4. As Registered Business, you agree to comply with the following:
(a) you will use the Services only for purposes that are permitted by:
i. the Terms; and
ii. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(b) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify TIPSi of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(d) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of TIPSi providing the Services;
(e) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of TIPSi;
(f) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of any User or Registered Business by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website if not pre-approved by TIPSi. This may be done without notice and may result in termination of the Services. Appropriate legal action will be taken by TIPSi for any illegal or unauthorised use of the Website; and
(h) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
5.1. Payment Process
(a) By agreeing to these Terms, you nominate TIPSi as your non-exclusive agent to collect Tips on your behalf, within the Territory on the Terms within this Agreement.
(b) By nominating TIPSi as your agent, you give TIPSi the authority to collect Tips from Users on your behalf. You acknowledge that Tips received by TIPSi on your behalf are deemed to have been accepted by you and that TIPSI is in no way a party to these transactions.
(c) TIPSi will not be liable for any Tips returned or denied, for whatever reason, by a User’s financial institution or Tips unpaid by a User to you for any other reason.
(d) In return for the Services, you agree that each time a User provides a Tip via the Website to your business, TIPSi is eligible to receive 5.00% of the Tip (the ‘Commission’).
(e) TIPSi will collect all Tips paid and remit the Tips paid minus the Commission, to you via direct bank deposit on a weekly basis.
(f) All payments are facilitated by Stripe (the 'Payment Gateway Providers').
(h) Unless otherwise stated, all amounts expressed and described on or in connection with this Agreement are listed in Australian Dollars (AUD).
5.2. Transaction Fee
(a) Each transaction is subject to the Payment Gateway Provider transaction fees (‘Transaction Fees’) which are deducted during the transaction. You agree that these Transaction Fees are to be paid by the User providing the Tips. For the sake of clarity, TIPSi will collect all Tips paid and remit the Tips paid minus the Commission to You.
5.3. Remittance and Records
(a) TIPSi agrees to provide you with accounting records which will detail balance of Tips received, net value of Tips, all Commissions taken and amounts to be remitted to your bank account on a monthly basis.
(b) All accounting documents can be accessed through your Business Account.
(a) You are solely responsible for ensuring that you pay any required taxes, including GST (being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999), sales tax or any other fees when receiving the Services.
6. User Data and Privacy
6.1. The Website and Services may give you access to User ‘personal information’, as defined by the Privacy Act 1988 (Cth). You agree that personal information, obtained through your use of the Services must not be shared or utilised by you in any way.
6.2. For the sake of clarity, unless otherwise agreed by TIPSi in writing, you may not under any circumstance utilise User personal information for the following:
(a) to offer any additional services or products;
(b) to sell, give or provide to any other party, including to any affiliate or related party.
6.3. If TIPSi believes you have misused User personal information, it may, at its discretion, disable your account, report any potential contraventions of the Privacy Act 1988 (Cth) to the relevant government authorities and any other action it deems reasonable.
7. Copyright and Intellectual Property
7.1. The Website, the Services and all of the related products of TIPSi are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by TIPSi or its contributors.
7.2. All trademarks, service marks and trade names are owned, registered and/or licensed by TIPSi, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Registered Business to:
(a) use the Website pursuant to the Terms;
(b) copy and store the Website and the material contained in the Website in your device's cache memory; and
(c) print pages from the Website for your own personal and non-commercial use.
7.3. TIPSi does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by TIPSi.
7.4. TIPSi retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
7.5. You may not, without the prior written permission of TIPSi and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
7.6. TIPSi may choose to provide you with digital and printed materials (Advertising Materials) for you to promote receiving Tips through TIPSi. You may only use these approved Advertising Materials should you wish to promote receiving Tips through TIPSi.
7.7. All of TIPSi’ product images and product copy, branding, Advertising Materials and other Intellectual Property used in the provision of the Services are subject to copyright, and are the property of TIPSi. You indemnify and agree to keep indemnified TIPSi against all losses incurred by TIPSi in relation to or in any way directly or indirectly connected with any breach of any other Intellectual Property Rights in relation to any material supplied to You.
8.1. A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information (‘Confidential Information’) unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
8.2. Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:
(a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and
(b) information developed independently by a party.
8.3. A party may:
(a) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
(b) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
8.4. Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information while it is in the receiving party's possession or control.
8.5. Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of TIPSi's request or on termination of this Agreement for any reason.
9.1. You represent and warrant that:
(a) you have the legal right to receive Tips in the Territory;
(b) you hold a valid Australian bank account in the name of your business;
(c) you will only use TIPSi for receiving tips from Users;
(d) you are fully authorised to publish, and to authorise TIPSi to publish, all information you seek to display on your Business Account and the Website;
(e) the information displayed on your Business Account, and the publication of your Business Account on the Website does not and will not, at any time, infringe any Intellectual Property Right, any right of confidence or other right of any person;
(f) all information displayed within your Business Account will comply with all applicable laws, regulations and relevant industry codes;
(g) all information contained in your Business Account is true and correct and correctly matches your business and its offerings;
(h) and each website located at any URL shown or embedded in any Business Account:
(i) is controlled and operated by or on behalf of you;
(ii) is functional and accessible; and
(iii) at all times operates in compliance with all applicable laws, regulations and relevant industry codes.
10. General Disclaimer
10.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
10.2. You are solely responsible for any errors in any information in the Business Account that you create. TIPSi accepts no responsibility or liability for errors in Business Accounts.
10.3. TIPSi does not screen or vet Users. TIPSi does not take any responsibility or liability to for any content or communication or representations made by Users to you.
10.4. You are solely responsible for entering into a valid, legal relationship between you and any User you may engage with via the Website or TIPSi’s Services. You acknowledge that TIPSi is a platform only designed to facilitate connecting you with Users and TIPSi will not be liable for any Tips returned or denied, for whatever reason, by a User’s financial institution or Tips unpaid by a User to you for any other reason.
10.5. Should you choose to utilise TIPSi’s Services to find Users, you expressly agree that TIPSi is not responsible or liable for the actions of any User prior to, during or after the transaction is completed.
10.6. Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) TIPSi will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or the Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
10.7. You agree and understand that any and all information or guidance provided to you by or on behalf of TIPSi, is provided as general in nature and you should seek the advice of experts should you intend to rely on this information.
10.8. Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of TIPSi make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of TIPSi) referred to on the Website. includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services or any of the products of TIPSi; and
(d) changes to the Website made by TIPSi, at its sole discretion;
(e) the Services or operation in respect to links which are provided for your convenience.
11.1. TIPSi's total liability arising out of or in connection with the Services or the Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
11.2. You expressly understand and agree that TIPSi, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
12.1. You indemnify and hold TIPSi its agents, affiliates, subsidiaries, directors, officers, employees, consultants and contractors (collectively ‘Indemnified Persons’) harmless from and against any and all costs, claims, losses, damages, liability and expense (including all reasonable legal fees) which may be made or brought against or suffered or incurred, directly or indirectly by the Indemnified Persons in connection with:
(a) any breach of this Agreement by you
(b) any act of fraud or wilful misconduct by or on your behalf; or
(c) the publication of, or any act or omission in relation to information on your Business Account or any website represented by a URL included or embedded in the Business Account.
13. Storage and Retention of Information
13.1. If you choose to use the Services, you expressly authorise TIPSi to store and retain all transaction information.
13.2. If you choose to create a Business Account, you expressly authorise TIPSi to store and retain all information supplied by you.
15. Cancellation and Termination of this Agreement
15.1. This Agreement shall continue until terminated by either Party or in the event that the other Party suffers an Insolvency Event.
15.2. TIPSi may terminate this Agreement and disable your Business Account for any reason by giving 7 days’ notice to you in writing.
15.3. TIPSi may terminate this Agreement and disable your Business Account for any breach of this Agreement by providing 7 days’ written notice to you by email. At TIPSis’ discretion, TIPSi may allow you to remedy the breach within 3 days' notice, or another time-frame as TIPSi nominates, and in being satisfied with the remedy of the breach by you, TIPSi will not terminate this Agreement.
15.4. If TIPSi terminates this Agreement, TIPSi agrees to remit to you all outstanding monies owed within 7 days of termination.
15.5. If TIPSi terminates this Agreement, you must within 30 days of the date of termination return to TIPSi any Intellectual Property and Advertising Materials provided during the Services.
15.6. You may terminate this Agreement for a breach by TIPSi of this Agreement by providing 7 days' written notice of the breach to TIPSi. During the 7 days’ notice period, TIPSi reserves the right to remedy the breach. If TIPSi remedies the breach which was the cause of the notice, the Agreement will not be terminated.
15.7. You may cancel this Agreement at any time by closing your Business Account. Once your Business Account is closed, your access to the Services will be revoked.
15.8. TIPSi agrees to remit to you all outstanding monies owed within 7 days of cancellation by you.
15.9. Upon cancellation, you must return to TIPSi any Intellectual Property and Advertising Materials provided during the Services within 30 days from the date of cancellation.
16. Force Majeure
16.1. If circumstances beyond TIPSi’s control prevent or hinder its provision of the Services, TIPSi is free from any obligation to provide the Services while those circumstances continue. TIPSi may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.
16.2. Circumstances beyond TIPSi’s control include, but are not limited to, unavailability of materials or components, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.
17. Dispute Resolution & Mediation
17.1. If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
17.2. A party to this Agreement claiming a dispute (the 'Dispute') has arisen under the terms of this Agreement, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the 'Notice').
17.3. On receipt of the Notice by the other party, the parties to this Agreement (the 'Parties') must within seven days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
17.4. If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by Independent Third Party as agreed or his or her nominee and attend a mediation.
17.5. It is agreed that mediation will be held in New South Wales, Australia.
17.6. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
17.7. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" negotiations.
17.8. If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.
17.9. In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
18. No partnership or agency
Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.
19. Venue and Jurisdiction
The Services offered by TIPSi is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
20. Governing Law
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
21. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of the Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
23. Entire Agreement and Modifications
23.1. Both You and TIPSi confirm and acknowledge that:
(a) This Agreement shall constitute the entire agreement between you and TIPSi and shall supersede and override all previous communications, either oral or written, between the parties;
(b) No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and
(c) If for whatever reason there is inconsistency between this Agreement and any other agreement, this Agreement shall prevail.