Business Account Terms & Conditions
1. Scope of terms & conditions
1.1. "Order" means an order for goods or services placed by the customer with the company.
1.2. "Supplier" means any provider of products or services using the company as its billing and collection agent.
1.3. "the company" means Order-In Pty Ltd.
1.4. "The customer" or "customer" means registered users, account holders and businesses, or charities registered with EatFirst for the purpose of using EatFirst's products or services.
2. Customer's obligation to pay
2.1. By registering with EatFirst, the customer agrees that they are authorised to register on behalf of the employer located at the employer's place of employment. As such, the employer located at their place of employment whether it is a business or charity, will be responsible for payment of any orders placed with the company.
2.2. The customer undertakes to pay to the company all amounts in the statement of account within 7 days of the date of issue of the Statement of Account. Statements are emailed to your chosen billing address during the first week of each month.
2.3. "Late payments" are payments that are not received within 30 days from the date on the invoice and will incur a 2% monthly account keeping and administration fee.
2.4. Exceptions occur where the customer is registering as a private user, in which case all personal orders or private sales from the company to an individual require upfront payment by means of a credit card. Orders will not be provided until funds have cleared our account.
3. Accepted payment methods
3.1. Customer payments shall be effected by way of cheque, electronic funds transfer or credit card through our secure online credit card merchant facility.
3.2. The customer's business account will be credited from the date a payment is received by the company, other than in the instance when a cheque is used as the method of payment.
3.3. Where the customer pays by cheque, the customer's business account will be credited by the amount of a cheque payment when the cheque is cleared.
3.4. The company accepts all major credit cards. Credit card payments will incur a fee. Visa and MasterCard incur a 1.40% excluding GST merchant fee. American Express and DinersClub cards incur a 2.30% excluding GST merchant fee.
3.5. A deposit may be required on certain orders. Invoices are sent to your email address unless otherwise requested.
4. Customer business account liability
4.1. The customer acknowledges that they shall be solely responsible for and bear all risk associated with the customer's business account, including implementing and maintaining a system of password protection. Should any misuse or unauthorised use of the customer's business account occur, the customer agrees to indemnify the company against any loss, expense or claim thereby arising.
5. Limitation of liability and disclaimer
5.1. To the extent permitted by law, the company will have no responsibility or liability for:
5.1.1. Any refusal by a supplier or any other person to supply the product the customer seeks to purchase using the customer's business account, regardless of the reason for that refusal;
5.1.2. Any deficiency or defect in the product purchased by the customer using the customer's business account, including any deficiency in the product's fitness for purpose or merchantability;
5.1.3. Any claims or damages including but not limited to claims relating to the use or misuse of the customer's business account, or the direct debiting of the customer's bank account.
5.2. To the extent permitted by law, each party's liability to the other for damages in contract, tort, or under any statute or regulation in the performance of or incidental to the supply of the order, shall be limited to the re-supply of the order. Each party shall have a duty to mitigate damages for which the other party may be responsible.
6. Risk in product
6.1. Products purchased by the customer from the supplier will be at the customer's risk upon delivery to the customer, or such place as specified by the customer, or into the customer's custody (whichever occurs first).
7. Customer information and credit checks
7.1. The customer agrees to the company obtaining credit information and trade references in accordance with the Privacy Amendment (Enhancing Privacy Protection) Act 2012 (Cth), as the company considers either relevant or necessary for the purpose of assessing the customer's business account application.
7.2. The customer agrees to the company obtaining from an account-reporting agency, an account report containing accounts information about the customer.
7.3. The customer further agrees that the company may give to and seek from any account providers named in this business account application, information about the customer's account arrangements. The customer understands that this information may include any information about its account worthiness, account standing, account history or account capacity that account providers are allowed to give to or receive from each other under the Privacy Amendment (Enhancing Privacy Protection) Act 2012 (Cth).
8. Change in circumstances
8.1. The customer undertakes to notify the company promptly of any change in the customer's name, address, email, fax or telephone number, or any significant change or deterioration in the customer's financial position (including, but not limited to, any significant increase in the customer's overall indebtedness) and of the occurrence of any default event as described in clause 5.
9.1. These terms and conditions constitute the entire agreement between the parties and no amendment or variation shall be of any force and effect, unless in writing and signed by both the company and the customer.
9.2. The customer acknowledges that no representations have been made by the company, or on its behalf, which have induced the customer to enter into this agreement.
9.3. The customer acknowledges that it may not assign any of its rights or interests arising under or pursuant to this agreement to a third party other than with the prior written consent of the company.
9.4. The customer acknowledges that the amount shown on the customer order confirmation/invoice provided to the customer at the time of purchase is sufficient evidence of the purchase.
9.5. The customer acknowledges that the company may terminate this Agreement, close the customer's business account, and require immediate payment in full of the outstanding balance on the customer's business account where:
(a) The customer fails to pay the amount specified in the statement of account by the due date for payment as specified in the Statement of Account;
(b) The customer breaches any of the terms of this agreement or of any other contract between the customer and the company;
(c) the company in its absolute discretion considers that there has been a material adverse change in the customer’s financial circumstances; or
(d) The customer, not being a company, either dies, ceases to be of full legal capacity or, if a partnership is dissolved; or if the customer is a company:
(i) stops or suspends or threatens to stop or suspend payment as provided for under this agreement;
(ii) is insolvent within the meaning of Section 95(A) of the Corporations Act;
(iii) a court is required by reason of Section 459 to presume that the customer is insolvent;
(iv) an administrator is appointed over all or any of its assets of any of the customer or an undertaking or any steps preliminary to the appointment of an administrator is taken to the customer;
(v) a controller or a similar officer is appointed to all or any of the assets or undertakings of the customer; or
(vi) an order is made or a resolution is passed for the customer's winding up or dissolution or for it to enter an arrangement, comprise or composition with or assignment for the benefit of its creditors, a class of them or any of them.
9.6. These terms and conditions are governed by the laws of the State of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts.