These terms and conditions are important and you should read them fully. But there are some specific terms we wanted to make you aware of. These are set out below.

• We may change these terms at any time but will always give you reasonable notice beforehand (see clause 13(a) for more details).
• If you fail to meet your payment obligations or commit a serious credit offence, we may disclose this to a credit report body or third party collections agencies. To give effect to this, you must agree to the terms of Illion’s Privacy Policy (see clause 5 for more details).
• If you haven’t used your Work Account for 15 months, we may close that account and stop you and your authorised personnel from accessing our platform (see clause 9(c) for more details).
• Without limiting your consumer law rights, We: (i) are not liable to you for any indirect or consequential loss other than where such loss arises as a result of our own negligence or wilful misconduct; (ii) are not liable for any external websites; (iii) our liability to you under these terms will be reduced to the extent you either caused or contributed to that loss or damage; and (iv) our liability to you arising under or in connection with these terms and conditions will be limited to the greater of the value of the invoice charged to your account or $100.00 (see clause 11 and 13(b) or more details).
• You must indemnify Woolworths from any loss or claim arising from or related to: (i) your misuse of the platform (including by your authorised personnel); (ii) any unauthorised warranties or representations you make; (iii) your breach of these terms; or (iv) your (including your authorised personnels’) negligence, wrongful act or omission or breach of statutory duty (see clause 11(h) for more details).

1. General

a. These Work Account by Woolworths Group Terms and Conditions (Terms) apply to a business (Customer) that has, and allows its personnel (including its officers, employees, contractors, consultants and agents) (Authorised Personnel) to access, a work account (Work Account) online (Platform) on its behalf in order to make payment for goods purchased in-store at Woolworths supermarkets, Woolworths Metro and BIG W in Australia (Stores). Caltex and Woolworths Metro co-branded stores are excluded. 

b. Woolworths Group Limited (ABN 88 000 014 675) (Woolworths, us and we) agrees that the Customer's Authorised Personnel may access the Platform in order to make payments of invoice(s) charged to their Work Account, generate purchase order vouchers (PO Voucher) for their Authorised Personnel to use, download statements and view purchases of their Authorised Personnel in Stores in real time. 

c. The Customer must at all times comply with these Terms, and ensure that each of its Authorised Personnel also comply with these Terms. To the extent that these Terms involve the giving of consent by or on behalf of Authorised Personnel, the Customer enters into these Terms as agent of each of its Authorised Personnel.

d. The Customer acknowledges that these Terms apply in addition to the Woolworths supermarkets in-store terms and conditions and the BIG W Terms and Conditions of Supply (as applicable) provided to the Customer (In-store Terms). To the extent of any inconsistency between these Terms and the In-store Terms, these Terms prevail.

2. Customer's and Authorised Personnel's Warranty

a. By accessing and using the Platform, each Authorised Personnel represents, warrants and undertakes that he or she is a duly authorised representative of the Customer for the purposes of entering into and accepting these Terms on the Customer's behalf and has all necessary, current and valid legal authority to enter into these Terms on behalf of the Customer and bind the Customer to them.

b. The Customer and the Authorised Personnel warrant that:

i. all information and data provided by the Customer or the Authorised Personnel to us as part of the Platform registration process is true, accurate, complete and up to date;

ii. the person paying for the goods on the Customer's behalf is authorised by the Customer to do so; and

iii. the Customer and the Authorised Personnel will comply with all relevant laws relating to the Customer utilising the Work Account and the Platform to purchase goods in our Stores and pay for them via the Platform. 

3. Registration

a. The Customer must complete the registration process as notified to the Customer by us before being able to utilise the Platform to purchase goods in our Stores.

b. Any personal information that the Customer or Authorised Personnel disclose during the registration process will be handled by Woolworths in accordance with our privacy policy (available at www.woolworths.com.au, as updated from time to time) and Openpay in accordance with Openpay’s privacy policy (available at www.openpay.com.au/au-privacy-policy, as updated from time to time).

c. The Customer and its Authorised Personnel:

i. are not entitled to transfer (including to related entities) the Work Account; and

ii. are responsible for maintaining the confidentiality of any login details and passcodes (and Woolworths is not responsible or liable for unauthorised use of the Customer's Work Account).

d. If Authorised Personnel choose to use a workplace email address to set up, utilise and maintain the Customer's Work Account, then the Authorised Personnel is responsible (including on behalf of the Customer) for ensuring that he or she complies with the rules, policies or protocols that apply to the use of that email address.

4. Fraud and Risk Assessment

a. We have processes in place to assist in detecting transactions that may be illegal or in breach of these Terms. We may contact the Customer by telephone or email to confirm the Customer's payment and information details. If we are unable to confirm the Customer's details, we may make further inquiries or terminate access to the Customer's Work Account (including ability to put the purchase of any further goods onto the Work Account at a Store).

b. If the Customer or its Authorised Personnel are unsure whether the person contacting the Customer is from Woolworths, the Customer or Authorised Personnel should contact Woolworths Group, Finance Shared Services Accounts Receivable Team at ar@woolworths.com.au or (03) 6245 6600 (option 2). 

5. Payment

a. The Customer must pay the statement(s) for their Work Account via the payment solution provider and/or payment method notified by Woolworths to the Customer from time to time within 15 days from the date of the statement(s) or as otherwise agreed between the Customer and Woolworths. 

b. We have nominated Openpay as our payment solution provider. The Customer acknowledges that they must create and maintain an account with Openpay through Openpay's online application portal and must agree to Openpay's terms of use.  

c. In order to allow us to determine the Customer’s suitability to a credit facility, the Customer consents and agrees to Openpay undertaking a credit inquiry on the Customer, which may include Openpay ordering a report from an external credit reporting body (CRB). A CRB may include information about the Customer in credit reports to credit providers (such as Woolworths) to assist them in assessing the Customer’s creditworthiness.

d. Woolworths may seek further information to verify Customer’s or the Approved Personnel’s identity, which Customer must procure and provide to us on request. Woolworths reserves the right to reject an application for a Work Account or credit facilities from Woolworths.

e. Once the Customer completes registration of an Openpay account and if we confirm the Customer has been granted credit facilities, the Customer may use our Work Account credit facility in accordance with the credit terms specified in the acceptance letter sent to the Customer to purchase items in our Stores.

f. The Customer will be able to perform the following functions via the Openpay portal:

i. Review transactions in real time by signatory, store, banner and date;

ii. Review statements, balance and payment history;

iii. Manage account payment method and requirements;

iv. Manage purchase orders; and

v. Manage cards (requesting a passcode update and requesting a replacement card for in-store Authorised Personnel).

g. We will provide the Customer with a tax invoice which specifies the dollar value of each purchase made in a Store. 

h. The Customer must not pay, or attempt to pay, for the charges in their Work Account through any fraudulent or unlawful means.

i. If we approve the Customer for a credit account or consolidated invoice, such credit accounts and/or consolidated invoices (as applicable) are payable in full in accordance with the payment terms specified in the acceptance letter sent to the Customer.

j. The Customer acknowledges that if the Customer fails to meet its payment obligations or if the Customer commits a serious credit infringement, Woolworths may be entitled to disclose this to a CRB and third party collections agency.

k. Illion Australia Pty Ltd and DBCC Pty Ltd trading as Dun & Bradstreet Consumer Credit is the CRB and third party collections agency currently used by Woolworths for the purposes of these Terms. The Customer and its Authorised Personnel agree to the terms set out in Illion’s Privacy Policy at https://www.illion.com.au/privacy-policy/.  Contact details for these parties are set out below:

Illion Australia Pty Ltd
Level 20/201 Elizabeth St, Sydney NSW 2804
Ph: 13 23 33 

DBCC Pty Ltd
Ground Floor, 479 St Kilda Road, Melbourne Victoria 3004.

l. The Customer acknowledges and agrees that its ability to purchase products in Stores may be affected if:

i. the Customer fails to pay the charges in their Work Account via the payment solution provider and/or payment method notified by Woolworths to the Customer from time to time when due; and/or

ii. we (acting reasonably) revoke approval for Customer’s use of our credit facilities, a credit account or consolidated invoice with 7 days prior written notice of such revocation.

6. PO Vouchers

a. Only specific Authorised Personnel (as nominated by the Customer) will be given access to generate, amend and cancel PO Vouchers for the Customer’s Work Account.

b. A PO Voucher may be used by the Customer’s Authorised Personnel to spend in Stores.

c. The Customer acknowledges and agrees that the PO Voucher may only be used once, and for a single transaction. Any balance remaining on the PO Voucher after the transaction will be credited back to the Customer’s Work Account.

d. The Customer may include restrictions of use for a PO Voucher on the PO Voucher generated, for its Authorised Personnel. The Customer agrees that notwithstanding the previous sentence, Woolworths is entitled to accept any purchase of goods in its Stores that is placed by Authorised Personnel using a PO Voucher. Woolworths is not required to refuse any such purchase and is not required to limit the ability of Authorised Personnel to purchase specific goods in Store, regardless of the restrictions detailed on the PO Voucher.

7. General Obligations

a. The Customer:   

i. must procure the relevant consent from its Authorised Personnel to provide their electronic address (email address) (LoginID) to us for the purpose of setting up a Work Account;

ii. must ensure that any PO Voucher, LoginID and password, and physical Work Account card and passcode used by its Authorised Personnel to access the Platform and shop in Stores, as well as the details of the Customer's Work Account and Openpay account, are kept in a safe and secure manner;

iii. must notify us by emailing ar@woolworths.com.au or calling 03 6245 6600 during 7am to 5pm (AEST/AEDT) Monday to Friday if the Customer or its Authorised Personnel is or becomes aware that there is or has been an unauthorised use of their LoginID and password, physical Work Account card, PO Voucher or any other security breach relating to the Customer's Work Account and/or Openpay account;

iv. must promptly advise us of any changes to the Customer's information provided to us as part of the Customer's registration process, including whether any Authorised Personnel’s access to the Platform, Openpay account or ability to use their physical Work Account card needs to be disabled;

v. must notify us immediately if any Authorised Personnel’s physical Work Account card or PO Voucher is lost or stolen; vi. is responsible for any costs associated with the Customer's (or its Authorised Personnel's) access to or use of the Platform or Openpay, including internet access fees;

vii. is responsible and liable for any person that uses the Customer's LoginID and password to access or manage the Work Account or Openpay account, other than where the Customer’s LoginID was accessed by a person fraudulently; and

viii. agrees that we may charge the Customer for all goods that we agree to supply to the Customer that have been procured by its Authorised Personnel in Stores using the Customer's Work Account.

8. Suspension

a. We reserve the right to suspend and/or remove access to and/or remove or edit content within, the Platform if we, acting reasonably, deem that the Customer has acted in breach of these Terms or has used the Platform or Openpay account in a fraudulent or improper manner. 

9. Termination

a. We reserve the right to immediately suspend, terminate or limit the Customer's access to and use of the Platform, Work Account or Openpay account if the Customer is in breach of these Terms and:

i. the breach cannot be remedied; or

ii. the Customer fails to remedy the breach within 10 days of our notice to the Customer of that breach; or

iii. if there is an emergency.

b. The Customer may stop using the Platform at any time and for any reason by providing written notice to us that they would like to close their Work Account.

c. If the Customer has not used their Work Account for 15 months, we reserve the right to close their Work Account and stop the Customer’s and its Authorised Personnel’s access to the Platform.

10. Intellectual Property

a. The Customer:

i. acknowledges that the copyright in the Platform, the software, design, text and graphics comprised in the Platform, the selection and layout of the Platform and the content and materials on the Platform (together, the Materials) are owned by or licensed to us;

ii. must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public a Material without our prior written consent; and

iii. must not frame or embed in another website any of the material appearing on the Platform without our prior written consent.

b. The Customer may:

i. store a reproduction of the content on the Platform on the Customer's local server for the sole purpose of viewing the content and Materials; and

ii. print hard copies of the content and Materials for the sole purpose of viewing and purchasing Products but not for any other use, including commercial use.

iii. The Platform contains registered trade marks and other trade marks which are protected by law (including the Trade Marks Act 1995 (Cth)). The Customer must not use any of the marks or trade marks appearing on the Platform or our name or the names of our related bodies corporate without our prior written consent. The Customer must not use any of the other company, Product and services marks on the Platform that are owned by other third parties (including our suppliers) without obtaining the relevant third party owner's consent.

11. Liability and Indemnity

a. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, the Customer is entitled:

i. to cancel its service contract with us; and

ii. to a refund for the unused portion, or to compensation for its reduced value.

b. The Customer is also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, the Customer is entitled to have the failure rectified in a reasonable time. If this is not done the Customer is entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. The Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

c. The Customer may also be entitled to remedies that cannot be excluded under the Competition and Consumer Act 2010 (Cth) if any services supplied by us to the Customer fail to meet a condition, guarantee or warranty under that legislation.

d. Without excluding, restricting or modifying the rights and remedies to which the Customer may be entitled under the Competition and Consumer Act 2010 (Cth) or Woolworths' liabilities under those provisions:

i. the Customer acknowledges that the Platform is provided "as is" and that we do not make any warranty or representation as to the suitability of the Platform for any purpose;

ii. we exclude all other implied terms and warranties, whether statutory or otherwise, relating to the Platform, Work Account or the subject matter of these Terms.

e. Subject to paragraph (g) and to the maximum extent permitted by applicable law, our liability in connection with or arising under these Terms whether in contract, tort (including negligence), statute or any other cause of action is limited to the greater of the value of the invoice charged to their Work Account for the relevant purchase or $100.00.

f. To the maximum extent permitted by applicable law, we will not be liable to the Customer in connection with or arising under these Terms whether in contract, tort (including negligence), under any statute or otherwise for any loss or damage which is:

i. special, indirect, incidental or consequential; or

ii. a loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind, except and to the extent that such loss or damage arises as a result of our own negligence or wilful misconduct.

g. Our liability to the Customer for loss or damage of any kind arising out of or in connection with these Terms is reduced to the extent (if any) that the Customer causes or contributes to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.

h. The Customer must indemnify Woolworths and each of its employees and agents from any loss or claim directly or indirectly arising out of, or relating to:

i. misuse of the Platform or Work Account by the Customer or its Authorised Personnel;

ii. warranties or representations made by the Customer without the authority of Woolworths;

iii. any breach of these Terms by the Customer; or

iv. any negligence, wrongful act or omission, or breach of statutory duty by the Customer or by its Authorised Personnel.

12. Dispute Resolution

a. If a dispute arises out of or in relation to these Terms (including any dispute as to breach or termination of these Terms or as to any claim in tort, in equity or pursuant to any statute) (Dispute), a party may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause except if the party seeks urgent interlocutory relief.

b. A party claiming that a Dispute has arisen in relation to these Terms must give written notice to the other party specifying the nature of the Dispute (Dispute Notice).

c. Upon receipt of a Dispute Notice, the parties will procure that their representatives meet to endeavour to resolve the Dispute promptly.

d. If the parties have not resolved the Dispute under clause 11(c) within 45 days of receipt of a Dispute Notice the parties shall endeavour to resolve the Dispute using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed by the parties.

e. Subject to clause 11(a), if the parties do not agree within 60 days of receipt of a Dispute Notice (or such further period as the parties agree in writing) as to:

i. the dispute resolution technique and procedures to be adopted;

ii. the timetable for all steps in those procedures; and

iii. the selection and compensation of the independent person required for such technique, then the parties must mediate the Dispute in accordance with the Mediation Rules of the Law Society of New South Wales, and will participate in good faith in such mediation.

f. If the Dispute is not resolved despite compliance with this clause, within 3 months of commencement of dispute resolution procedures under this clause, then the parties may commence court proceedings in respect of the Dispute and any matter related to the Dispute.

13. General

a. We may change these Terms at any time by providing reasonable notice of such change to the Customer. 

b. The Platform may contain links to external websites that are not operated by us or our related bodies corporate. These links are provided for the Customer's convenience only and the Customer agrees that:

i. we make no representations or warranties, and have no responsibility or liability for those websites; and

ii. these links do not indicate, expressly or impliedly, that we endorse the site or the products or services that are provided at those sites.

c. The Customer agrees that the Customer may access and use the goods and services made available at those external websites solely at the Customer's risk.

d. If the whole or any part of a provision of these Terms are void, unenforceable or illegal in a jurisdiction such provisions will be read down (to the extent possible) or severed for that jurisdiction. The Customer acknowledges the remainder of these Terms remain in full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of these Terms or is contrary to public policy.

e. These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which the Customer is entitled under the Competition and Consumer Act 2010 (Cth) arise independently of these Terms and this clause does not apply to any claim the Customer may have under the Competition and Consumer Act 2010 (Cth).

f. Woolworths attempts to be as accurate as possible and uses its best endeavours to ensure, but does not itself warrant, that any information provided by its suppliers, including in relation to descriptions or other content of the Platform, Work Account or Openpay, is accurate, complete, reliable, current or error-free.