Supplier Agreement

Lyft Capital Pty Ltd (trading as EquipPay) | ABN 18 623 527 775 | Australian Credit Licence 541052

1. About this Agreement

EquipPay is a commercial equipment finance broker. We connect business customers with a panel of independent lenders to facilitate equipment finance applications. We hold an Australian Credit Licence and act as a credit assistance provider only. We do not provide credit ourselves.

You are a supplier of commercial equipment, services, or related products. You wish to refer your business customers to EquipPay to seek finance in connection with the equipment, services, or products you supply.

This Agreement sets out the terms on which EquipPay will accept your referrals, the basis on which you may embed the EquipPay widget on your website, the remuneration we will pay you for referrals that result in settled deals, and your obligations to us.

2. Definitions

Brokerage Commission

The commission paid by a Lender to EquipPay in connection with a settled finance contract. It does not include origination fees, loan establishment fees, document fees, or any other revenue stream received by EquipPay.

Customer

A business or individual referred by you to EquipPay who applies for, or considers applying for, equipment finance through the Platform.

Lender

A credit provider on EquipPay’s lender panel who may assess and provide credit to a Customer.

Platform

The EquipPay website, customer portal, supplier portal, and any embedded widgets or tools we provide.

Privacy Consent

The Privacy Consent Form executed by a Customer, available at equippay.com.au/privacy-consent.

Privacy Policy

EquipPay’s privacy policy, available at equippay.com.au/privacy.html.

Referred Application

A finance application submitted to EquipPay (whether via the Widget, by direct introduction, or otherwise) where you are recorded as the introducing referrer.

Remittance Advice

The monthly statement provided by EquipPay to you under section 7, summarising settled Referred Applications and the Supplier Fee payable.

Settled Deal

A Referred Application that has resulted in a finance contract being entered into between the Customer and a Lender, and where the Lender has paid the Brokerage Commission to EquipPay.

Supplier Fee

The fee payable by EquipPay to you under section 6.

Widget

The EquipPay-branded application widget made available to suppliers for embedding on their websites.

3. Widget licence and removal

You may, but are not required to, embed the Widget on your website. If you choose to embed the Widget:

• we grant you a limited, non-exclusive, non-transferable, royalty-free, revocable licence to display the Widget on your website solely for the purpose of referring Customers to EquipPay, in accordance with our integration documentation;
• you must use the Widget as configured by EquipPay and must not modify, reverse-engineer, sublicense, frame, white-label, or alter the appearance or functionality of the Widget without our prior written consent;
• you must keep your Widget integration credentials secure and notify EquipPay immediately of any suspected unauthorised access.

Widget integrity and presentation

You must:

• display the Widget exactly as configured and supplied by EquipPay, without modifying any HTML, CSS, JavaScript, images, copy, colours, fonts, branding, layout, or functionality;
• not interfere with, intercept, or alter any data submitted through the Widget by a Customer;
• not embed the Widget within content or context that is misleading, deceptive, defamatory, unlawful, or that could reasonably be expected to damage EquipPay’s reputation or mislead Customers about the nature of EquipPay’s services or its relationship with you;
• not present the Widget in a way that suggests EquipPay endorses your products, services, or business beyond the referral relationship described in this Agreement;
• ensure the Widget is accessible to Customers in the form provided and is not visually obscured, overlaid, or interfered with by other elements of your website.

Widget removal on termination

If this Agreement ends for any reason and you have embedded the Widget, you must remove the Widget from all your websites and properties within 60 days of the date of termination. EquipPay may technically disable the Widget at any time after termination at its discretion.

4. Supplier obligations and conduct

In your dealings with Customers and EquipPay, you agree to:

• refer Customers honestly and accurately, without applying undue pressure or making misleading representations about EquipPay, our Lenders, or any finance product;
• not misrepresent EquipPay’s finance products, approval rates, interest rates, fees, or terms;
• not represent yourself as a lender, credit provider, or as acting on behalf of any Lender or EquipPay beyond the scope of this Agreement;
• not imply, state, or suggest that finance approval is guaranteed or likely for any particular Customer;
• ensure any marketing or communications referencing EquipPay comply with applicable Australian consumer and commercial laws and our brand standards. If you have any questions about how to use the EquipPay name, logo, or other brand assets, contact us at support@equippay.com.au before publishing;
• ensure your staff who refer Customers are appropriately trained and do not make statements that would constitute unlicensed credit assistance;
• not engage in conduct that constitutes credit assistance as defined under the National Consumer Credit Protection Act 2009 (Cth) or any other applicable law without holding the necessary licence or authorisation;
• comply with all applicable laws, including the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Australian Consumer Law, and the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth);
• promptly notify EquipPay of any complaint, dispute, regulatory enquiry, or material change in your circumstances that may affect this Agreement.

5. Supplier representations and warranties

You represent and warrant that, throughout the term of this Agreement:

• you have the legal capacity and authority to enter into this Agreement and to perform your obligations under it;
• you hold a valid Australian Business Number (ABN) and all licences, registrations, and approvals required to operate your business and refer Customers;
• you are not insolvent, under external administration, or subject to any regulatory action that would prevent you from performing this Agreement;
• you will not use the Platform or refer Customers to facilitate any unlawful conduct;
• all information you provide to EquipPay, including in any Referred Application, is accurate, complete, and not misleading;
• you will promptly notify EquipPay of any change in your legal, regulatory, financial, or operational circumstances that may affect your eligibility as a supplier or your ability to perform this Agreement;
• you have not modified, tampered with, or attempted to circumvent any tracking, attribution, or commission-recording mechanisms in the Widget or the Platform.

6. Supplier Fee

6.1 Benchmark Supplier Fee

EquipPay’s standard benchmark for Brokerage Commission is 4% of the amount financed. On that benchmark, the standard Supplier Fee payable to you is 1% of the amount financed (being 25% of the Brokerage Commission).

This benchmark reflects EquipPay’s general target and represents the typical Supplier Fee you can expect on a Settled Deal where standard commercial pricing applies.

You acknowledge that:

• the actual Brokerage Commission paid by Lenders varies between Lenders, products, and deals, and is not fixed;
• the actual Supplier Fee on any given Settled Deal may be higher or lower than the benchmark, calculated as set out in section 6.2 below;
• where EquipPay reduces or forgoes Brokerage Commission to win a deal or accommodate a Customer, the Supplier Fee will be proportionately reduced or zero in accordance with section 6.2.

6.2 How the Supplier Fee is calculated

Subject to this Agreement, EquipPay will pay you a Supplier Fee equal to 25% of the Brokerage Commission actually received by EquipPay from a Lender for each Settled Deal.

You acknowledge that pricing decisions, including any decision to reduce or forgo Brokerage Commission, are at EquipPay’s sole discretion and are made in the ordinary course of our business.

6.3 What is excluded from the Supplier Fee

The Supplier Fee is calculated only on the Brokerage Commission. The Supplier Fee does not include, and you have no entitlement to a share of:

• origination fees or loan establishment fees;
• document fees, settlement fees, or other administrative fees;
• volume bonuses, rebates, or trail commissions paid by Lenders to EquipPay;
• any margin built into the interest rate of a finance contract;
• any insurance or warranty commissions; or
• any other revenue stream received by EquipPay.

6.4 No Supplier Fee for unsettled or unpaid deals

No Supplier Fee is payable on a Referred Application that does not result in a Settled Deal, including where:

• the Referred Application is declined by all Lenders;
• the Customer withdraws or does not proceed with the application;
• the finance contract is not executed; or
• EquipPay has not received the Brokerage Commission from the Lender at the time of calculation.

7. Settlement timing and Remittance Advice

EquipPay will pay the Supplier Fee monthly in arrears.

By the 15th business day of each month, EquipPay will provide you with a Remittance Advice setting out:

• each Settled Deal in respect of which EquipPay received Brokerage Commission in the previous calendar month;
• the Customer name (which will be known to you as the referring supplier);
• the settlement date;
• the Lender;
• the amount of Brokerage Commission received by EquipPay; and
• the corresponding Supplier Fee payable to you.

EquipPay will pay the total Supplier Fee shown on the Remittance Advice by electronic funds transfer to your nominated bank account within 5 business days after the Remittance Advice is issued.

You must invoice EquipPay for the Supplier Fee in accordance with the Remittance Advice. EquipPay may, at its discretion, operate a recipient-created tax invoice (RCTI) arrangement under section 9.

8. Clawback

If, after EquipPay has paid you a Supplier Fee in respect of a Settled Deal, EquipPay’s entitlement to all or part of the corresponding Brokerage Commission is reversed, clawed back, or otherwise reduced (a “Clawback Event”), you must repay to EquipPay an amount equal to the proportionate Supplier Fee.

Clawback Events include:

• the Customer’s finance contract being unwound, cancelled, or rescinded;
• the Customer exercising any cooling-off, cancellation or withdrawal right;
• the Lender clawing back commission from EquipPay (whether due to early settlement, contract variation, default, or otherwise);
• fraud or material misrepresentation by the Customer or the Supplier in connection with the application;
• any other event under which EquipPay does not retain the full Brokerage Commission.

EquipPay may, at its option:

• invoice you for the clawed back amount, payable within 14 days; or
• offset the clawed back amount against future Supplier Fees payable to you.

Clawback obligations under this section survive termination of this Agreement.

9. Tax and GST

You must hold a valid ABN and be registered for GST if your annual turnover meets or exceeds the GST registration threshold.

All Supplier Fees are stated exclusive of GST. Where you are registered for GST, EquipPay will pay GST in addition to the Supplier Fee on receipt of a valid tax invoice (or under any RCTI arrangement) issued in accordance with the GST Act.

You agree that EquipPay may, on notice to you, operate a recipient-created tax invoice (RCTI) arrangement, under which EquipPay issues tax invoices on your behalf for the Supplier Fee. If EquipPay operates an RCTI arrangement:

• you will not issue tax invoices for the Supplier Fee;
• you must notify EquipPay if you cease to be registered for GST or if any details affecting GST treatment change; and
• you and EquipPay agree to comply with the requirements set out in any applicable ATO determination governing RCTIs.

You are responsible for your own income tax, payroll tax, superannuation, and all other taxes and charges in connection with the Supplier Fees you receive.

10. Exclusivity and competing arrangements

10.1 Widget exclusivity

While this Agreement is in force, you must not embed, display, or promote any other widget, embedded application tool, or comparable on-site finance application technology operated by another equipment finance broker, lender, aggregator, or financial product comparison platform (a “Competing Widget”) on any website or property where the Widget is embedded or where you refer Customers to EquipPay.

10.2 Off-widget referrals

EquipPay does not require complete exclusivity over your customer referrals. You may continue to refer customers to other finance partners off-widget, provided that:

• before you commence referring customers to another finance partner, you notify EquipPay in writing of: (i) the name of the partner; and (ii) the nature of the arrangement (for example, referral, direct relationship, co-branded, or other);
• you are not required to disclose the commercial terms of any such arrangement;
• the existence of any such arrangement does not relieve you of your obligations under this Agreement, including the Widget exclusivity in section 10.1.

EquipPay will treat all information disclosed under this section as confidential.

11. Audit rights and disputes

The monthly Remittance Advice is the primary record of the Supplier Fees payable to you. If you reasonably believe a Remittance Advice contains an error or omission, you may raise a dispute with EquipPay within 30 days of the date of the Remittance Advice.

To raise a dispute, contact us at the email address in section 18, setting out the specific deal or amount in dispute and the basis of your concern. EquipPay will:

• investigate the dispute promptly and in good faith;
• provide you with a written response within 14 days; and
• correct any error in the next Remittance Advice or by separate payment.

Privacy and audit scope

To protect Customer privacy and the integrity of the Privacy Consent given by Customers, your audit and dispute rights are limited to the information set out in the Remittance Advice. You are not entitled to access:

• Customer finance contracts;
• Customer credit files, credit reports, or banking transaction data;
• Customer Personal Information beyond what is included in the Remittance Advice; or
• any information that would breach the Privacy Act 1988 (Cth), the Privacy (Credit Reporting) Code 2024, or the Privacy Consent given by the Customer.

Where a dispute cannot be resolved on the basis of the Remittance Advice and the parties have engaged in good-faith discussion for 30 days without resolution, the parties may agree to engage an independent auditor (at the disputing party’s cost unless the audit substantively confirms the dispute) to verify the Brokerage Commission and Supplier Fee calculations under appropriate confidentiality and privacy protections.

12. Privacy and Customer data

You acknowledge and agree that:

• Customer Personal Information you collect or come into possession of in connection with this Agreement is handled in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
• you must not use Customer Personal Information for any purpose other than facilitating the Customer’s referral to EquipPay and the supply or settlement of the financed equipment, services, or products;
• you must not use Customer Personal Information for your own marketing purposes without the Customer’s separate, informed consent;
• you must comply with EquipPay’s Privacy Policy and any Privacy Consent given by a Customer;
• you must promptly notify EquipPay of any actual or suspected privacy breach involving Customer Personal Information.

EquipPay may share with you status updates on Referred Applications (such as approved, declined, withdrawn, or settled) for the purpose of facilitating the supply or settlement of the financed equipment, services, or products, in accordance with the Privacy Consent given by the Customer.

13. Confidentiality

Each party must keep confidential the terms of this Agreement (including the Supplier Fee structure), Customer Personal Information, and any non-public commercial, financial, technical, or operational information of the other party disclosed in connection with this Agreement (“Confidential Information”).

A party may disclose Confidential Information only:

• to its employees, contractors, and professional advisers who have a need to know and who are bound by confidentiality obligations;
• with the prior written consent of the other party;
• to the extent required by law, regulation, or order of a court or regulator; or
• in connection with any actual or proposed sale, financing, or restructure of its business, subject to confidentiality undertakings.

This section survives termination of this Agreement.

14. Term and termination

This Agreement commences on the date you accept it and continues until terminated in accordance with this section.

Termination for convenience

Either party may terminate this Agreement for convenience by giving 60 days written notice to the other party.

Termination for breach

EquipPay may terminate this Agreement immediately by written notice to you if:

• you commit a material breach of this Agreement that is not capable of remedy;
• you commit a material breach of this Agreement that is capable of remedy and you fail to remedy it within 14 days of written notice from EquipPay;
• you commit fraud, misrepresentation, or other unlawful conduct in connection with a Referred Application or this Agreement;
• you become insolvent, are placed under external administration, or are unable to pay your debts as they fall due;
• you cease to hold any licence, registration, or approval required to perform this Agreement;
• you engage in conduct that, in EquipPay’s reasonable opinion, may damage EquipPay’s reputation, regulatory standing, or relationships with Lenders or Customers.

You may terminate this Agreement immediately by written notice to EquipPay if EquipPay commits a material breach of this Agreement that is capable of remedy and fails to remedy it within 14 days of written notice from you.

Effect of termination

On termination of this Agreement:

• your right to use the Widget ends and you must remove the Widget from all websites and properties within 60 days, in accordance with section 3;
• any Referred Applications submitted before the date of termination will continue to be processed, and EquipPay will pay you any Supplier Fees that become payable in respect of those applications in good faith and in accordance with this Agreement;
• clawback obligations under section 8 continue to apply;
• confidentiality obligations under section 13 continue to apply;
• sections that by their nature are intended to survive termination (including sections 8, 11, 12, 13, 15, 16 and 17) will continue to apply.

15. Limitation of liability

To the maximum extent permitted by law:

• EquipPay’s total aggregate liability to you arising out of or in connection with this Agreement in any 12-month period is limited to the greater of: (i) the Supplier Fees paid to you by EquipPay in the 12 months preceding the claim; or (ii) AUD $1,000;
• neither party is liable to the other for any indirect, consequential, special, or incidental loss or damage, including loss of profit, loss of revenue, loss of opportunity, or loss of goodwill, even if the other party has been advised of the possibility of such loss;
• EquipPay is not liable for the acts, omissions, or decisions of any Lender, Customer, or other third party.

Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by any legislation (including the Australian Consumer Law) that cannot be lawfully excluded or limited. To the extent permitted by law, EquipPay’s liability for breach of any non-excludable consumer guarantee is limited, at our option, to supplying the relevant service again or paying the cost of having it supplied again.

16. Indemnity

You agree to indemnify EquipPay, its officers, employees, agents, and representatives against any direct loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or in connection with:

• your breach of this Agreement;
• any information or content you submit to EquipPay or to a Customer in connection with a Referred Application that is inaccurate, misleading, or incomplete;
• your negligent or unlawful acts or omissions in connection with the referral of Customers or your use of the Widget or Platform; or
• your fraudulent or wilful misconduct.

This indemnity is reduced to the extent that the loss, damage, liability, cost, or expense is caused or contributed to by EquipPay’s negligence, breach of this Agreement, or wilful misconduct. This indemnity does not apply to indirect, consequential, special, or incidental loss or damage.

17. General

17.1 Governing law

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

17.2 Notices

Notices under this Agreement must be in writing and sent by email to the addresses recorded by each party. Notices to EquipPay should be sent to support@equippay.com.au, with a copy to the registered office address. Notices are deemed received on the next business day after sending.

17.3 Assignment

You may not assign or transfer your rights or obligations under this Agreement without EquipPay’s prior written consent. EquipPay may assign or transfer its rights or obligations under this Agreement to a related body corporate or in connection with a sale or restructure of its business, with notice to you.

17.4 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

17.5 Entire agreement

This Agreement, together with the EquipPay Terms of Service and Privacy Policy, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, understandings, and agreements (whether written or oral).

17.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be severed and the remainder of this Agreement will continue in full force and effect.

17.7 No waiver

A failure or delay by either party in enforcing any right under this Agreement is not a waiver of that right.

17.8 Variation

EquipPay may vary this Agreement from time to time on 30 days written notice to you. If you do not agree to a variation that materially affects your rights, you may terminate this Agreement during the notice period without penalty. Continued use of the Platform after the variation takes effect constitutes acceptance.

17.9 Force majeure

Neither party is liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government action, cyber attack, or failure of third-party infrastructure.

18. Contact

EquipPay (Lyft Capital Pty Ltd)
Mail: Level 14, 3 Parramatta Square, 153 Macquarie St, Parramatta NSW 2150
Email: support@equippay.com.au
Phone: 1800 005 938

Acceptance and Signature

By ticking the box below and signing electronically, you confirm that:

• you have read, understood, and agree to be bound by this Agreement;
• you have the legal capacity and authority to enter into this Agreement on behalf of the Supplier;
• the information you have provided about the Supplier is true, accurate, and complete.