In these Terms, unless the context requires otherwise:
ABN means a Australian Business Number.
Authorised Payer means a person (who may be your agent or employee) that you have authorised to use your Pay.com.au Account and submit Payment Instructions on your behalf.
Banking Day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia.
Eligible Payment means a payment through the Platform that may result in you earning reward points or other benefit provided by your Rewards Program. An eligible payment does not include failed payments, disputed payments, subsequently refunded or recalled payments.
Fees means any fee payable by you to Pay.com.au in relation to a Service.
Fee Schedule means the fee schedule available on our website as varied from time to time.
Intellectual Property Rights means all intellectual property rights of any type whatsoever throughout the world including all present, future, registered and unregistered rights which subsist in copyright, patent rights, trademark rights and design rights.
Invoice Amount means the amount you direct us to pay to a Nominated Payee in a Payment Instruction.
KYC Procedures means the “know your client” identification and verification procedures that we undertake.
Nominated Payee means the payee that is nominated by you in a Payment Instruction to whom you instruct us to remit the Invoice Amount.
Payment Instruction means an instruction via the Platform to process a payment to a Nominated Payee which you fund using your Valid Card.
Pay.com.au Account means your online account with Pay.com.au which enables you to use the Platform and access the Services.
Platform means the website located at app.pay.com.au and underlying software through which you may access and use the Services.
Platform Contact Details means the contact details that you have provided to us.
Platform Terms means the terms and conditions that govern your general use of the Platform, published on our website as updated from time to time.
Prohibited Industry means the prohibited industries listed on our website, as updated from time to time.
Prohibited Payment means any payment made in connection with one or more of the Prohibited Industries, or otherwise in connection with any illegal or improper purpose.
Reward Program means a reward or loyalty program through which you earn points or other benefits through use of a Valid Card.
Rules means the policies, rules and procedures of pay.com.au which relate to the Services, and deal with matters not dealt with in this Agreement, or alternatively expand on matters set out in this Agreement. The Rules will be published on the Platform and apply as amended from time to time.
Services means the services provided by us to you, including but not limited to the services set out in clause 1 and any ancillary services provided by us from time to time.
Strategy Advice means advice provided by us in relation to how your business can benefit from Reward Programs.
Valid Card means the credit card that is eligible for use on the Platform and that you provide the details for in a Payment Instruction. The Valid Card must be issued by an Australian issuer.
Our Services include the following:
Consulting services in relation to maximizing the benefit of reward programs
Payment processing services
Rewards booking services.
Strategy Advice will be based on information you provide to us about your business and our research regarding Reward Programs. It the responsibility of your business to consider whether any advice we provide regarding your use of a Reward Program is appropriate for your business.
We process payments via the Platform which allows you to use your Valid Card to pay us so that we can pay, on your behalf, Nominated Payees that may not otherwise accept your Valid Card as a payment method. This allows you to earn points on transactions for which you may not otherwise be able to earn points.
The Platform can only be used to make payments for business expenses and for no other purpose. The Nominated Payees you nominate to make payments to must hold an ABN and an Australian bank account and the payment must relate to a business expense. Examples of Nominated Payees are merchants, suppliers, contractors, the Australian Taxation Office and the trustee of an employee’s superannuation fund.
You must fund payments you instruct us to make using your Valid Card. We do not allow Customers to make payments to us via bank accounts (including Australian and foreign accounts), foreign cards or cash.
Rewards booking services
We may partner with third parties (third party booking agent) to facilitate your use and redemption of Reward Program points, for example travel agents and other booking agents.
Additional terms may apply to this service, including the terms of the third-party booking agent. We will liaise with third party booking agents on your behalf and are not liable or otherwise responsible for the action of any third-party booking agent.
Only persons who hold a registered Pay.com.au Account may use the Services.
To be eligible to use the Platform and access the Services, you must:
be resident in Australia;
be capable of forming a legally binding contract;
hold a valid email address;
have a contactable mobile phone number;
hold an ABN;
a body corporate registered in Australia;
an Australian government body;
an association (incorporated or unincorporated); or
an individual who is at least 18 years old.
Pay.com.au may, in its sole and absolute discretion, refuse to register your Pay.com.au Account or register you as a user of the Services. Pay.com.au may do this even if you meet the eligibility requirements above and retains the right to ask for further information or to set further requirements that may be reasonably necessary to protect Pay.com.au’s interests.
You may only use the Services to make Payments to Nominated Payees.
Pay.com.au reserves the right to determine the categories of Nominated Payees that Pay.com.au may agree to Pay on your behalf. Pay.com.au may publish these on the Platform, from time to time.
You may add or remove a Nominated Payee, via the functionality contained in the Platform.
When adding a Nominated Payee, you must provide Pay.com.au with the information that Pay.com.au requests in relation to the Nominated Payee. Such information may include, but is not limited to:
their legal name, trading name, address, phone number, email address and other contact details;
a contact name and that person’s contact details;
their bank account details (for fund transfers) or other payment details; and
ABN and ACN.
Pay.com.au may, in its sole and absolute discretion and without the provision of reasons, reject your nomination of any person as a Nominated Payee.
YOUR PAY.COM.AU ACCOUNT
Your Pay.com.au Account will enable you to login to the Platform to manage your Pay.com.au Account, use the Platform and Services, and to manage other user details regarding your relationship with us. For example, you may store the details of a Valid Card on your Pay.com.au Account and so that you can use those details for each Payment Instruction.
You agree to comply and you will ensure that Authorised Payers will comply with all requests to provide Pay.com.au with any information and other documents requested by Pay.com.au in accordance with anti-money laundering regulation and our KYC Procedures and anti-money laundering policies to assist us to verify your and your Authorised Payers’ identities and the identity of Nominated Payees and detect any money laundering, terrorist financing, fraud or other financial crime, and permit us to keep a record of such information and share it with third parties for the purpose of verifying the information. You agree that your access to one or more of the Services may be suspended or terminated as a result of information we collect on an ongoing basis. You authorise us to make inquiries, both directly and through third parties as we consider necessary, to verify your identity and your Authorised Payers’ and the identity of your Authorised Payers and any Nominated Payee or protect you and/or us against fraud or other financial crime, and to take any action we deem necessary based on the results of such inquiries.
You warrant that all information provided to us in the setup of your Pay.com.au Account is true and correct and agree to keep us updated if any of the information you provide changes.
You are responsible for protecting and maintaining the security of your Pay.com.au Account, including your Pay.com.au Account login and password, your Valid Card and bank account details and your data against any theft, fraud or illegal activity. You must ensure that your Authorised Payers use a password for this Service which is not used by them for other purposes and that they will keep the password secret.
You must not, and you must ensure that your Authorised Payers do not, use your Pay.com.au Account, the Platform or our Services in a fraudulent manner or in any way that may breach these Terms.
You agree that you will only maintain one Pay.com.au Account in relation to your use of the Services and the Platform. We acknowledge that more than one Authorised Payer may use your Pay.com.au Account. We are entitled to assume that any person that submits a Payment Instruction from your Pay.com.au Account is an Authorised Payer and the Payment Instruction is given with your authority.
You agree that we may place limits on your Pay.com.au Account, including placing limits on the amount of payments that you can instruct us to make on your behalf and restricting the Nominated Payees that you can pay.
Customers can use the Platform and access our Services on a casual basis provided they have a Pay.com.au Account. Alternatively, Customers can pay for an annual subscription. Subscription provides access to our consulting services and gives you access to lower Fees for processing Payment Instructions. Subscription types and fees are set out in the Rules.
You can apply for a subscription via your Pay.com.au Account by following the prompts, providing us with the required information and paying the relevant subscription fee, as set out in the Fee Schedule.
HOW TO USE OUR SERVICES
You can request Strategy Advice via the Platform by signing into your Pay.com.au Account and following the relevant prompts.
We require information about your business before we can provide you with tailored Strategy Advice. We will contact you using your Platform Contact Details after receiving a request for Strategy Advice and provide you with online form to complete with the necessary information. Strategy Advice will be based on the information that you provide.
Payment of Invoice Amounts via the Platform
Our Services allow you to pay Invoice Amounts to a Nominated Payee using a Valid Card by using us as a payment intermediary.
To initiate a payment, you must submit a Payment Instruction via your Pay.com.au Account by following the prompts. You must provide us with all information necessary for us to make the payment to the Nominated Payee in the Payment Instruction, including but not limited to your details, the amount, the payment reference, Nominated Payee BSB and bank account number or BPAY Biller Code.
When you submit a Payment Instruction, you authorise us to pay the Nominated Payee on your behalf. You acknowledge that we will not make a payment on your behalf to a Nominated Payee until such time as we receive cleared funds in our account equal to the Invoice Amount and our Fees for making the payment. You must ensure that your Valid Card has sufficient credit or funds at all times to ensure that we will receive cleared funds in that amount before we act on your Payment Instructions.
You are solely responsible for the provision and confirmation of correct payment details. We will not be liable for any payment made in accordance with details provided by you in a Payment Instruction.
We will process a Payment Instruction once we have cleared funds in our account equal to the Invoice Amount and our Fees for making the payment, which is usually within 2 Banking Days of the Payment Instruction being received. We are not obliged to process a Payment Instruction before receiving cleared funds or after normal banking transaction times or on a day trading banks are not open for business until the next day upon which trading banks or a card scheme are open for business. We are not liable or responsible if any delay, postponement or rejection of a payment by us means you fail to pay an amount to a Nominated Payee by the date it is due.
We reserve the right to refuse or postpone any Payment Instruction for any reason and at any stage of the transaction process, in our absolute discretion.
If payment from a Valid Card has been initiated before we refuse to complete your Payment Instruction, we will refund the Invoice Amount in full. In our absolute discretion, we may refund some, all or none of our Fees.
We do not guarantee that any Payment Instruction will be executed, accepted or recorded. You agree that we will not be liable in respect of any failure, refusal or postponement of a Payment Instruction. If we refuse or postpone a Payment Instruction, we will contact you to advise you of the refusal or postponement but are not required to provide you with any reason.
If you are using a Valid Card, we may, at our discretion, facilitate standing arrangements to make payments to a Nominated Payee at a predetermined time and/or on a predetermined date.
We only accept and make payments in Australian dollars.
HOW WE MAKE PAYMENTS AND HOLD YOUR FUNDS
Payment of the Invoice Amount to a Nominated Payee is made by you paying the Invoice Amount plus applicable Fees to Pay.com.au by the Valid Card, and Pay.com.au remitting the Invoice Amount to the Nominated Payee.
Any payments to Pay.com.au (which enable us to complete a Payment Instruction on your behalf) will appear on your Valid Card accounts as a “purchase” from Pay.com.au.
You acknowledge and agree that when you make a payment, Pay.com.au will charge your Valid Card for the Invoice Amount plus any related Fees.
We use a third-party merchant facility to process credit card and debit card transactions. We have no control over third-party providers we engage and are not responsible for any delay in processing a Payment Instruction caused by a third-party provider, including but not limited to our merchant facility or, the issuer of your Valid Card.
You agree that once we receive funds in relation to a Payment Instruction, the funds are our property. We do not hold any amount on your behalf, whether on trust or otherwise, and we do not hold any funds in a trust account. Our obligation to complete a Payment Instruction and remit the Invoice Amount to the Nominated Payee on your behalf is a contractual obligation owing to you by Pay.com.au. To the extent permitted by law, we have no other obligation to you in relation to Payment Instruction or Invoice Amount received.
All funds which we receive from customers may be mixed in Pay.com.au’s bank accounts. Pay.com.au will not hold your funds distinct from any other customer’s funds. In accordance with these Terms, once we receive a payment from you (on any account whatsoever) the proceeds of that payment become our property.
CANCELLING OR REFUNDING PAYMENTS
A Payment Instruction can be stopped or reversed by cancelling the Payment Instruction through your Pay.com.au Account prior to 11.00 am the day following the Payment Instruction being submitted.
We cannot stop or reverse a payment to a Nominated Payee once it has been processed by our third-party merchant facility. If we reverse a Payment Instruction or refund any payment received by us, the amount refunded will be limited to the Invoice Amount. Any Fees paid in respect of the stopped or reversed Payment Instruction will not be refunded if those amounts have already been charged to your credit card.
You acknowledge that any remittance of an Invoice Amount by us in accordance with a Payment Instruction is done on your behalf. If you have a dispute with the Nominated Payee concerning a payment or transaction after a Payment Instruction has been processed, you are responsible for recovering any amount that you wish to recover from a Nominated Payee that has been remitted by us. You release and indemnify us from and against any dispute or claim arising from a payment to a Nominated Payee, including any payment you allege is not actually due or payable. Any Fees paid by you to us in relation to a disputed payment are not refundable under any circumstances.
You acknowledge that any Invoice Amount paid to us that is subsequently disputed or reversed, or which we are required to refund to you by the issuer of the Valid Card, may not be forwarded to, or may be recalled by us from, the Nominated Payee. If your intended payment to the Nominated Payee is stopped or recalled or recovered by us you may still be obliged to pay such Invoice Amount to the Nominated Payee under the terms of your agreement with the Nominated Payee. If we are unable to recall or recover funds that have been disputed or reversed, you are responsible and liable to pay us any outstanding amounts owed to us, which may include but are not limited to Fees in relation to processing the relevant Payment Instruction.
We complete Payment Instructions by first charging your Valid Card for the Invoice Amount plus Fees, and when those funds clear, paying the Invoice Amount to the Nominated Payee on your behalf. You acknowledge that if the funds you pay to Pay.com.au for us to complete a Payment Instruction are not received by us (in clear funds), or are otherwise reversed or charged back, we may consequently suffer loss and damage, in an amount being no less than the Invoice Amount and Fees in relation to the relevant Payment Instruction.
To the extent permitted by law, and to the extent permitted by Pay.com.au’s agreements with its banks and merchant facility providers, you agree not to seek a credit card chargeback in respect of any payment by you to Pay.com.au which relates to any a Payment Instruction given to us.
You hereby indemnify Pay.com.au, and keep Pay.com.au indemnified, against all loss, cost, expense or damage, which we suffer or incur as a direct or indirect result of any payment which you make to Pay.com.au, in respect of any Payment Instruction being reversed, charged back or otherwise not received by Pay.com.au.
You agree that:
we may, in our sole and absolute discretion, charge your Valid Card for the amounts indemnified under clause 50
if we require, you will provide us with appropriate security in respect of potential losses which we might incur, and which you are to indemnify us against under clause 50
if we require, you will procure that your directors, officers or other third parties, provide us with a separate guarantee and indemnity (on terms specified by us) in respect of the performance by you of your obligations under these Terms.
YOUR VALID CARD
You are responsible for ensuring that the entity (for example, a bank or other card issuer) issuing your Valid Card will fulfil payments required to complete a Payment Instruction authorised by you.
We are not liable for any failure by any entity issuing the Valid Card. You acknowledge that the entity issuing the Valid Card may not permit the use of the Valid Card to process payments via the Platform. You are liable for any and all expense, damage or loss incurred by us in the event of the misuse or unauthorised use or non-permitted use of the Valid Card by you and you must reimburse such amounts to Pay.com.au.
You are deemed to have provided us with unconditional authorisation for the Valid Card to be debited or charged with the Invoice Amount and the corresponding Fees when you submit a Payment Instruction.
You are responsible for ensuring that the Payment Instruction, the reason for the Payment Instruction and the Nominated Payee are permitted under the terms of your Valid Card including prohibitions that card issuers apply to the use of the Valid Card for the payment of finance, debt-related or illegal activities.
We are not liable for any fraudulent or non-permitted use of your Valid Card. You must notify us immediately if your Valid Card is lost, stolen or otherwise compromised by emailing [#email]. If we receive such notice, you authorise us to take reasonable steps to cancel any pending Payment Instructions using that Valid Card and we may refuse to accept new Payment Instructions using the Valid Card.
You agree that you will pay our Fees as charged from time to time.
We will charge a Fee for each Strategy Advice that we provide in accordance with our Fee Schedule or as otherwise agreed in writing. The Fee will be payable within 7 days of a Strategy Advice being provided, or as otherwise agreed, and will be debited from your Valid Card.
We will charge a Fee for each Payment Instruction submitted by you. The Fees will be charged in addition to the Invoice Amount charged to your Valid Card.
The Fees charged will differ for Tier 1 Customers, Tier 2 Customers and casual customers in accordance with the Fee Schedule, as varied from time to time.
We will charge a flat subscription fee based on your level of subscription in accordance with our Fee Schedule.
We are not liable to pay for any fees associated with your Valid Card. We will pass on any fee charged by the issuer of your Valid Card paid by us in processing the Payment Instruction.
The Platform is intended to be used by Customers for business purposes only. The Platform must not be used for any other purpose, including but not limited to one related to a Prohibited Industry, investment, trading, gambling or other purposes that may present a high risk of the Platform being used to launder money or finance terrorism.
The Platform cannot be used by a company to make a Prohibited Payment or to pay itself, a subsidiary or related entity, its shareholders or its directors.
You represent and warrant that:
you will use the Platform in accordance with these Terms
if you are an individual, you are 18 years or older and capable of entering into a legally binding agreement
if you are a corporation, you are duly constituted and registered and possess the requisite power to enter into these Terms, and any individual entering into these Terms on your behalf is authorised to do so
you are not using an anonymous network to access the Platform
all information you have provided to us is correct, current and complete at the date provided, and you will promptly notify us of any changes to such information
you will disclose any matters to us that may affect the operation of these Terms, or your ability to comply with them
you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation anti-money laundering and counter-terrorism financing laws and any relevant data protection or privacy laws)
your use of the Platform or submission of Payment Instructions does not infringe the rights of any third party or breach any applicable law
you will not use the Platform to make a Prohibited Payment or for any illegal or improper purpose including money laundering, tax evasion or the financing of terrorist activities
you will not use the Platform to pay for goods or services that have not yet been received or delivered, or to pay for goods or services that otherwise breach the conditions in relation to the use of your Valid Card
you have regular access to the internet and consent to us providing you any information, including notice, via the Platform. We may also contact you at the email address associated with your Payment Instruction. It is for you to ensure your contact details are current and up to date at all times, and to check for communications and information from us.
YOUR RELATIONSHIP WITH PAY.COM.AU
In relation to our payment processing service, you acknowledge that our principal role in relation to the Services is to receive payments from you via your Valid Card and/or Account, and to remit the Invoice Amount in accordance with a Payments Instruction on your behalf to a Nominated Payee. Pay.com.au is not:
acting as trustee on your behalf
your partner, employee, agent or joint venturer
responsible in any way for the provision of goods or services by Nominated Payees to you or the operation of a Reward Program.
You acknowledge that Pay.com.au is not a bank or other financial institution. We have formed the view that we do not require an Australian Financial Services Licence to provide the Services or the Platform and you acknowledge that you have been advised of this fact.
We enable you to use your Valid Card to make payments via the Platform to earn reward points from the applicable Reward Program(s) related to your Valid Card. You acknowledge that we are not responsible for, and have not made any warranty in relation to, the benefits that you may accrue from Reward Programs.
We are not responsible or liable for any failure in relation to your Valid Card or Reward Program.
We do not guarantee that loyalty points will be earned in relation to a Payment Instruction. You agree that the existence or extent of benefits (including but not limited to reward points) from using the Valid Card will depend on the terms and conditions relevant to the Reward Program and the Valid Card.
We are not representatives or promoters of, or involved in any way with, the third-party Reward Programs. It is your responsibility to read any terms and conditions that apply to a Reward Program.
Information that we provide in relation to Reward Programs has been obtained from third-party providers. We are not responsible for any misrepresentation or false information obtained from third parties.
SUSPENSION AND TERMINATION OF YOUR PAY.COM.AU ACCOUNT
We may suspend or terminate your Pay.com.au Account or your access to the Platform, or otherwise refuse to provide our Services to you, at any time without notice if we believe that you have breached these Terms or any other applicable laws.
Suspension or termination of your Pay.com.au Account does not affect the payment of Fees or other amounts that you may owe us. If your Pay.com.au Account is suspended, we will immediately cancel all Payment Instructions associated with your Pay.com.au Account and bar the placing of further Payment Instructions.
LIMITATION OF LIABILITY
You acknowledge that we have not made any warranty that the Services and/or the Platform will be error free.
You agree that we will only be liable to you for loss or damage that is reasonably foreseeable and caused directly by our breach of these Terms or other legal wrong, and that any liability (however arising) we may have to you is limited in accordance with these Terms.
Except as otherwise provided for in these Terms, the liability of Pay.com.au, our affiliates or service providers, and any of our or their respective officers, directors, agents, employees or representatives, is limited to the Invoice Amount of the Payment Instruction(s) in dispute.
We are not responsible for late payment fees or any other charges applied by a Nominated Payee or any other party arising from your use of the Platform, regardless of why the fee was applied.
We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You acknowledge that you should always log into your Pay.com.au Account through the Platform if you are uncertain about the authenticity of any communication or notice.
We are not liable for any breach of these Terms where the breach is due to a force majeure, including any abnormal and unforeseeable or regulatory circumstances beyond our control, or where the breach is due to legal requirements.
We are not liable for any Reward Program that we recommend or in relation to which we provide information.
The limitation of liability in these Terms is subject to any obligations that we have under applicable law and regulation which by law we cannot exclude, including our obligation to exercise reasonable care and skill in our provision of the Platform and the Services, however to the extent we are permitted by law to do so, we limit our liability under such obligations to (in our discretion) resupplying the relevant service or the cost of resupplying the relevant service.
You indemnify Pay.com.au and each of its directors, officers, shareholders, advisers, consultants, agents, employees and contractors (each an Indemnitee) against all liabilities, claims, losses and expenses (Losses) which may be incurred or suffered by the Indemnitees directly or indirectly arising out of your failure to comply with these Terms. Losses may include consequential losses and any legal fees incurred in defending or responding to Losses. This indemnity will apply regardless of whether a Payment Instruction was provided in error but will not apply to the extent that Losses were incurred or suffered by an Indemnitee due to the fraud or willful default of Pay.com.au.
You agree to indemnify Pay.com.au for any Loss we incur due to person’s unauthorised use of your information.
We are not required to seek recovery or enforce any right against any other person or incur expense, loss, or damage or make any payment before enforcing a right of indemnity conferred by these Terms.
You acknowledge that we are the owner of all Intellectual Property Rights which subsist in your Pay.com.au Account and the Platform. You acknowledge that you have no Intellectual Property Rights in your Pay.com.au Account or in the Platform.
You agree to grant Pay.com.au a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable right to exercise the copyright, publicity, and database rights (but no other rights) you have in your information which we hold, in any media so that Pay.com.au may adequately provide the Services to you.
If you have any feedback, questions, or complaints, contact us via the Platform or by emailing firstname.lastname@example.org.
When you contact us please provide us with your name, address, and any other information we may need to identify you, your Pay.com.au Account, and the transaction on which you have feedback, questions, or complaints.
Any notice will be deemed to have been received on the third banking day after posting.
We may vary these Terms by providing 7 days advance notice via the Platform, or any other means, at any time. You will be taken to have accepted any changes to the Terms by continuing to use the Platform and Services 7 days after that notice is provided.
You acknowledge that we may vary these Terms immediately without advance notice, in order to protect the security or integrity of the Platform, the Services or any Pay.com.au Account or Payment Instruction or to comply with law or regulation or to manage a technical or system fault or error.
Nothing on the Platform is intended to be, or should be taken as, financial, legal, taxation or accounting advice. Customers should seek their own financial, legal, taxation or accounting advice as needed, and before using the Platform or receiving the Services.
You are liable for any and all taxation implications relating to your participation in any rewards or loyalty program which may result in you receiving reward points or other benefits as a result of using our Services.
We may assign all or part of our agreement with you without your consent and without notice to you. You may not assign our agreement with you without our consent.
These Terms are governed by the laws of Victoria, Australia. You and we submit to the exclusive jurisdiction of the courts of Victoria for resolution of disputes arising in relation to these Terms.
If any provision of these Terms becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, the remainder of these terms will not be affected.