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Loan Agreement

PayPal Working Capital

This is the general loan agreement for all loans after 22/12/2017.

Introduction

LOAN AGREEMENT

Your Contract Schedule

Loan Amount Loan Fee Repayment Percentage Total Amount to be Repaid Minimum Payment (Required Every 90 Days)

Introduction

This Agreement is made between you and PayPal Credit Pty Limited (ABN 66 600 629 258) (“PayPal Credit” or “us”).

  1. Interpretation
    1. Defined terms

      In this Agreement:

      Agreement means this agreement between you and PayPal Credit.

      Authorisation means a consent, registration, filing, agreement, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption.

      Loan Amount means the amount specified in the Schedule and is the amount of credit which PayPal Credit agrees to provide you.

      Combined FSG and PDS means the Combined Financial Services Guide and Product Disclosure Statement prepared by PayPal.

      Direct Debit Request and Service Agreement means the Direct Debit Request and Service Agreement entered into between you and PayPal.

      Future Receivable means the amount of a payment to be made after the date of this Agreement by your customer to you for goods or services supplied by you which is made through a service provided by PayPal and is processed by PayPal. For the avoidance of doubt, a Future Receivable does not include a transaction made between accounts linked to your PayPal Account, a transfer to your PayPal Account that is not a payment for goods or services supplied by you nor does it include any fee charged by PayPal in relation to the payment (for example, transaction fee or currency conversion fee).

      Outstanding Amount means the value of the Repayment Amount that is outstanding at any point in time calculated in accordance with clause 6.1.

      PayPal means PayPal Australia Pty Limited (ABN 93 111 195 389).

      PayPal Account means your account with PayPal.

      Prove your Identity means our process for verifying your identity in connection with our obligations under the anti-money laundering and counter-terrorism financing (“AML/CTF”) laws and ‘know your customer’ requirements. This process may require us to obtain information and documentation from you.

      Repayment Amount means the "Total Amount to be Repaid" specified in the Schedule and is the amount that you will need to repay.

      Repayment Percentage means the percentage selected by you specified in the Schedule.

      User Agreement means the User Agreement entered into between you and PayPal.

    2. In the event of inconsistency between this Agreement and the User Agreement, you agree to comply with this Agreement rather than the User Agreement to the extent of the inconsistency.
Your PayPal Working Capital Loan

Your PayPal Working Capital Loan

  1. Loan

    PayPal Credit agrees to provide you with the Loan Amount as a loan, and you agree to repay PayPal Credit the Repayment Amount in accordance with the terms and conditions of this Agreement.

  2. Repayments
    1. You agree to repay PayPal Credit the Repayment Amount by authorising and directing PayPal, in accordance with clause 3.3 and clause 3.4 (as relevant), to either:
      1. deduct from the Future Receivables; or
      2. debit your PayPal Account with,

      an amount calculated in accordance with clause 3.2 until such time that PayPal Credit receives the Outstanding Amount. You agree that all amounts PayPal deducts or debits in this way will be paid to PayPal Credit and you authorise and require PayPal to pay these amounts to PayPal Credit.

    2. The amount that PayPal is authorised and directed to deduct or debit is the Repayment Percentage of the Future Receivables calculated, as follows:

      Amount that may be deducted   =  Future Receivable x Repayment Percentage

    3. PayPal will, and you authorise and direct PayPal to:
      1. deduct the amount calculated in accordance with clause 3.2 at the time the Future Receivable is processed by PayPal. The amount credited to your PayPal Account as a result of the transaction will be reduced by the Repayment Percentage of the Future Receivable; or
      2. debit the amount calculated in accordance with clause 3.2 directly from your PayPal Account.
    4. If your PayPal Account holds insufficient funds in Australian Dollars to cover the amount to be deducted in clause 3.3.(b), you authorise and direct PayPal to convert the applicable amount from balances in other currencies in your PayPal Account into Australian Dollars (for which PayPal’s standard currency conversion fees will apply – see the Combined Financial Services Guide and Product Disclosure Statement) and deduct the converted amount as required.
    5. You must repay a minimum repayment amount of:
      1. at least 10% of the Repayment Amount every 90 days for loans expected to be repaid in less than 12 months (based on your PayPal account history);
      2. at least 5% of the Repayment Amount every 90 days for loans expected to be repaid in 12 months or more (based on your PayPal account history),

      the (Minimum Payment Requirement).

      The minimum repayment is due in each 90 day period, irrespective of the amount paid in any previous 90 day period. It is your responsibility to ensure you conduct your business to meet the Minimum Payment Requirement. Your failure to meet the Minimum Payment Requirement is an event of default under clause 12.

  3. Additional Repayments
    1. You can make an additional repayment at any time by authorising and directing PayPal to debit your PayPal Account for the amount of the additional repayment and pay that amount to PayPal Credit.
    2. The Outstanding Amount is reduced by the amount that you authorise and direct PayPal to debit and pay to PayPal Credit in accordance with this clause. Unless the additional repayment results in PayPal Credit receiving the entire Outstanding Amount, your obligations under this Agreement do not change in any other way.
  4. Refunds and Reversals
    1. If PayPal Credit decides to make a refund or reversal for any reason, the amount will be credited to your loan bearing PayPal Account.
  5. Outstanding Amount
    1. The Outstanding Amount is calculated as the Repayment Amount:
      1. less any repayments received by PayPal Credit under clause 3; and
      2. less any additional repayments you make to PayPal Credit under clause 4; and
      3. plus any amount that is credited to your PayPal Account in connection connection with a refund or reversal (unless otherwise notified to you).
    2. Under this Agreement, a repayment is received by PayPal Credit when an amount is debited or deducted by PayPal. Any fees that are charged by PayPal and retained by PayPal (for example, the currency conversion fee) are not repayments and will not reduce the Outstanding Amount.
    3. For the purposes of clauses 3.1, 4.2, 5 and 9.3, PayPal Credit will have received the Outstanding Amount when the Outstanding Amount calculated in accordance with clause 6.1 is zero (0).
Your Obligations

Your Obligations

  1. Cooperating with PayPal Credit and PayPal

    You must do anything (such as obtaining consents, giving authorities, signing and producing documents, producing receipts, getting documents completed and signed and providing information) which PayPal Credit asks and considers necessary to ensure that amounts can be debited from your PayPal Account or deducted from Future Receivables by the Payment Processor in accordance with this Agreement.

  2. Undertakings
    1. General undertaking

      Unless PayPal Credit agrees otherwise, you undertake:

      1. to comply with the User Agreement;
      2. not to close the PayPal Account or to commit any act or omission that could cause PayPal to close the PayPal Account;
      3. not to revoke or attempt to revoke any authorisation you are required to give PayPal under this Agreement;
      4. to maintain your PayPal account in good standing;
      5. not to divert payment for goods and services for your business to another PayPal account or another payment method;
      6. not to take any action to discourage PayPal use by your customers or permit any event to occur which could have an adverse effect on the use of PayPal by your customers;
      7. not to revoke or attempt to revoke the direct debit authorisation given in respect of your bank or credit card account in accordance with the User Agreement and Direct Debit Request and Service Agreement;
      8. not to enter into a agreement for the sale of Future Receivables before PayPal Credit receives the Outstanding Amount in accordance with clause 6;
      9. not to enter into a further Future Receivables Loan Agreement with PayPal Credit before PayPal Credit receives the Outstanding Amount in accordance with clause 6; and
      10. not to:
        1. create or allow to exist any charge, mortgage, pledge, lien or other security interest over the PayPal Account or the Future Receivables;
        2. sell or otherwise dispose of the legal or beneficial interest in the PayPal Account or the Future Receivables; and
        3. permit any other person to have any interest in, right over, or use of the PayPal Account or the Future Receivables.
    2. Maintaining PayPal as a payment service

      You undertake to maintain PayPal's payment service as a payment method in respect of your business activities in no less favourable terms than as provided on the date of this Agreement and not to take any action to discourage the use of PayPal's payment service, including by:

      1. making false or misleading statements disparaging PayPal's payment service as a payment method;
      2. making false or misleading claims that another payment method is preferable or superior to PayPal's payment service;
      3. imposing any surcharge or fee on any payment made through PayPal's payment service; or
      4. offering a discount, more favourable terms or other incentives to a customer that uses a different payment method.
    3. Undertakings in relation to the your business

      Unless PayPal Credit agrees otherwise, you undertake:

      1. to maintain all of your physical and virtual places of business (for example websites operated by you or your business eBay account);
      2. if you require an Authorisation to conduct your business, to do all things reasonably necessary to maintain the Authorisation and comply with any conditions on the Authorisation;
      3. to act honestly and reasonably;
      4. not to sell or otherwise dispose of a significant asset of your business otherwise than in the ordinary course of business;
      5. not to sell or dispose of your business;
      6. not to enter into any amalgamation, merger, demerger or reconstruction; and
      7. not to enter into any partnership, joint venture or profit sharing arrangement.
    4. Undertakings if you are the trustee of a trust

      If you are the trustee of a trust, you undertake not to:

      1. do anything to terminate, wind-up or dissolve the trust, determine the vesting date of the trust, change any date for termination or vesting of the trust or do anything that would allow another person to do any of these things;
      2. resign as trustee;
      3. commit any act or omission that would breach the terms of the trust's constitution or your equitable duties;
      4. commit any act or omission that would prejudice the trust, the assets of the trust or the trustee's right of indemnity or the trustee's lien;
      5. vest, distribute or advance any capital of the trust to a beneficiary of the trust;
      6. resettle any of the trust or any property of the trust.
    5. Notice to PayPal Credit

      You undertake to notify the PayPal Credit as soon as you become aware:

      1. of any breach of this Agreement;
      2. that any representation or warranty that you have made to PayPal Credit is or has become incorrect or misleading; and
      3. of any charge, mortgage, pledge, lien or other security interest that exists or has been created over your PayPal Account or Future Receivables.
  3. Representations and warranties
    1. Warranties

      You warrant to PayPal Credit and for the benefit of PayPal Credit that:

      1. registration and corporate power: if you are a corporation, you are registered (or taken to be registered) and validly existing under the Corporations Act 2001 (Cth) and you have the corporate power to own your assets and to carry on your business as it is now being conducted;
      2. authority: you have the power and authority to enter into a loan under the terms and conditions of this Agreement;
      3. representations true: each of your representations and warranties in respect of this Agreement, whether or not contained in this Agreement, is correct and not misleading when made or repeated;
      4. solvency: your business is solvent and you are able to pay your debts as and when they fall due, your business is not in default of any loan with any creditor, no proceedings have been taken or are threatened to enforce any security over any of the assets of your business, no liquidator, receiver, administrator, trustee in bankruptcy or other similar person has been appointed or is likely to be appointed in respect of your business or your assets;
      5. no litigation: no litigation, arbitration, administration or other proceeding in respect of your business or any of your assets that could have a material adverse effect on your business has been started or threatened;
      6. legal and binding: to the best of your knowledge, your obligations under this Agreement are legal, valid, binding and enforceable in accordance with its terms subject to equitable remedies and laws affecting creditor's rights generally;
      7. Future Receivables: you will be the sole legal and beneficial owner of the Future Receivables when they come into existence and have the right to agree to transfer the Future Receivables free of any encumbrances;
      8. you agree that if any security interest arises in favour of PayPal Credit under a transaction contemplated by this Agreement, it will have priority over all other encumbrances that exist or may come existence in respect of the collateral the subject of the security interest;
      9. Authorisations: you have all Authorisations necessary to run your business;
      10. financial information: any financial information that you have given to PayPal Credit is correct and not misleading.
    2. Trusts

      If you are the trustee of a trust, you also warrant to PayPal Credit and for the benefit of PayPal Credit that:

      1. valid trust: the trust is a validly subsisting trust which has not been, and is not proposed to be, terminated, reconstituted or resettled;
      2. sole trustee: you are the sole trustee of the trust;
      3. no removal of trustee: no resolution or other action has been taken or proposed, to remove you as trustee of the trust;
      4. no default: you are not in default under the trust's constitution and you have not done, or permitted anything to be done, or omitted to do anything, which constitutes a breach of trust;
      5. control of trust: in the exercise of any of your powers under the trust, you are not required to follow or seek the instructions of any other person;
      6. indemnity against the trust's property: all rights of indemnity and any trustee's lien which you have against or over the trust property or the beneficiaries of the trust have not been and are not likely to be excluded, modified, waived released, lost, diminished or rendered unenforceable, void or voidable for any reason;
      7. no present entitlement: no beneficiary of the trust is presently entitled to the distribution of any of the trust property.
    3. Each representation and warranty made by you in clause 9.1 and 9.2 shall be deemed to be repeated by you on each day until such time that PayPal Credit receives the Outstanding Amount.

  4. Providing information

    You must supply PayPal Credit or any agent of PayPal Credit with any information regarding the financial condition or business operations of your business (including any financial report relating to your business and any agreement you have entered into with any other person in respect of your business) within a reasonable time if PayPal Credit asks for this information.

  5. Certificates

    You agree that a certificate which has been signed by a representative of PayPal Credit or PayPal is admissible evidence of any fact or matter stated in the certificate (including, for example, the amount of repayments that have been received by PayPal Credit and the Outstanding Amount at the relevant point in time) and that, unless the contrary is established, it is conclusive evidence.

  6. Default
    1. When a default occurs

      Each of these events or circumstances is a default in respect of this Agreement, whether or not the event or circumstance is within your control:

      1. misrepresentation: any of your representations and warranties in respect of this Agreement is incorrect or misleading in any material respect when made or repeated;
      2. PayPal Account: your PayPal Account is closed, you ask to close your PayPal Account or you commit an act or omission that could cause PayPal to close your PayPal Account;
      3. continuation of business: you cease or are no longer able to carry on all or a substantial part of your business;
      4. material adverse change: any event or series of events (whether related or not) occurs, and PayPal Credit has reasonable grounds to believe that the event has or is likely to have a material adverse effect on you, your business or a substantial asset of your business, including a material decrease in the amount of your Future Receivables;
      5. non-remediable breach of an undertaking: you fail to perform or breach any undertaking or obligation and that failure is not, in the opinion of the PayPal Credit, remediable;
      6. Minimum Payment Requirement: you fail to comply with the Minimum Payment Requirement as set out in clause 3.5;
      7. remediable breach of an undertaking: you fail to perform or breach any undertaking or obligation which is, in the opinion of PayPal Credit, remediable and you do not remedy the failure within 14 business days after receipt by you of a notice from PayPal Credit specifying the failure or breach;
      8. insolvency:you become unable to pay your debts when they become due, or a liquidator, receiver, administrator, trustee in bankruptcy or other similar person has been appointed or is, in the opinion of PayPal Credit, likely to be appointed in respect of your business or the assets of your business;
      9. deregistration: if you are a company, and you are deregistered, or any steps are taken to deregister you under the Corporations Act;
      10. arrangements: you enter into or resolve to enter into any arrangement, composition or compromise with, or assignment for the benefit of, any of your creditors; and
      11. reorganisation: you implement a merger, demerger or scheme of arrangement with any person.
    2. Effect of default

      If you are in default of this Agreement, you agree that:

      1. acceleration of repayment: PayPal Credit can, with written notice, demand the immediate repayment of the Outstanding Amount;
      2. limit your PayPal Account: PayPal may immediately limit your access to sending and withdrawing funds from your PayPal Account or an associated PayPal account;
      3. recovery from the PayPal Account: you authorise and direct PayPal to debit your PayPal Account for all or part of the Outstanding Amount and pay this amount to PayPal Credit. You relinquish, abandon, disclaim, forebear from or otherwise give up any right or claim in respect of the amount debited in this way as against PayPal Credit and PayPal;
      4. recover from a linked PayPal account: you authorise and direct PayPal to debit any associated PayPal account for all or part of the Outstanding Amount and pay this amount to PayPal Credit. You relinquish, abandon, disclaim, forebear from or otherwise give up any right or claim in respect of the amount debited in this way as against PayPal Credit and PayPal. PayPal may determine your account is linked or associated with another account by comparing information such as names, email addresses or IP addresses;
      5. recovery from your bank or credit card account: you authorise and direct PayPal to debit any bank or credit card account, which is linked to your PayPal Account in accordance with the User Agreement and Direct Debit Request and Service Agreement, for all or part of the Outstanding Amount and pay this amount to PayPal Credit.

      PayPal Credit can do, or ask PayPal to do, any or all of the things specified in this clause 12.2. The rights provided in this clause 12 are in addition to any rights PayPal Credit may have at law or in equity.

Other items

Other items

  1. Miscellaneous
    1. Anti-money laundering and counter-terrorism financing (AML/CTF)

      You authorise us to make, directly or through third parties, any enquiries we consider necessary to Prove Your Identity. This may include ordering a credit report, performing other credit checks and verifying information you provide against third party databases. We may also rely on any information obtained or checks undertaken by PayPal in accordance with its AML/CTF program. Please refer to our Privacy Policy for more information.

    2. Loan purpose

      You agree that this loan will be used only for investment or business purposes, and not for personal, domestic or household purposes.

    3. Appointing agents

      To the extent permitted by law, PayPal Credit may appoint agents to do anything that PayPal Credit can do under the Agreement.

    4. No waiver

      If the Agreement allows PayPal Credit to do something on a day then PayPal Credit may do that thing on that day or any later day unless PayPal Credit is required by law to do it on that day.

      The rights of PayPal Credit under this Agreement will not be prejudiced by any indulgence granted to you. The rights of PayPal Credit under this Agreement may only be waived in writing, and a waiver of your breach will not affect PayPal Credit's rights and remedies in relation to any continuing, recurring or subsequent breach of this Agreement.

      If PayPal Credit decides not to exercise a right, remedy or power, this does not mean it may not exercise it later. In addition PayPal Credit is not liable for any loss caused by exercising or attempting to exercise a right, remedy or power or by not exercising it, whether or not it is caused by PayPal Credit's negligence.

    5. Applicable law

      The Agreement is governed by the laws of New South Wales. You submit to the non-exclusive jurisdiction of the courts of that place.

    6. Severance

      If any part or provision of this Agreement is or becomes void or unenforceable in any State or Territory the Agreement is to be read as if that provision were varied to the extent necessary to comply with the relevant law or, if necessary, as if it were omitted.

    7. Notice

      This Agreement and any other agreements, notices or other communications regarding this Agreement or to be provided under this Agreement may be provided to you electronically. You agree to receive all communications from us in electronic form. Communications in respect of this Agreement will be sent to your primary email address.

      Notices are deemed as given when the email enters the server of your email address. Alternatively, we may give you notice by mail to the address you have provided to us. In such case, notice shall be deemed given 3 days after the date of mailing.

      Except as explicitly stated otherwise, any notices to us should be given by mail to:

      PayPal Credit Pty Limited
      Locked Bag 10
      Australia Square PO
      Sydney NSW 1215

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