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Zeller Terms of Service

 

22 November 2022

 

These are the terms and conditions (Terms) on which Zeller Australia Pty Ltd ACN 649 001 383 (referred to as Zeller, we, us, our) permits a user (referred to as User, you, your) to access our services.

 

To the extent that these Terms relate to your use of the Card Scheme Services, these Terms constitute an agreement between us, you and Cuscal Limited ACN 087 822 455 (Card Scheme Acquirer).  In relation to the Card Scheme Services, any right conferred on us under these Terms is also conferred on the Card Scheme Acquirer.

To the extent that these Terms relate to your use of the BNPL Payment Services, these Terms constitute an agreement between us, you and Zip Co Limited (BNPL Provider).  In relation to the BNPL Payment Services, any right conferred on us under these Terms is also conferred on the BNPL Provider.

These Terms limit our liability in certain circumstances. Please make sure You fully understand these clauses before entering into these Terms.

! Whenever you see this symbol, we have provided an explanation of our Terms.

 

Part A: Overview and User Acceptance

!Part A applies to all Users and sets out how you can apply to become a User.

1.Your acceptance

!These Terms apply to your use of our services. We can update them from time to time.

  1. These are the Terms on which we permits you to access and use:
    1. the public elements of our website at myzeller.com (Website);
    2. the Card Scheme Services;
    3. the AMEX Payment Services;
    4. the Non-Scheme Payment Services;
    5. the BNPL Payment Services;
    6. the Zeller Account;
    7. the Zeller MasterCard;  and
    8. the Enhanced Zeller Payment Services.
    (collectively, the Zeller Services).
  2. You agree to be bound by these Terms by using or accessing any part of the Zeller Services. If you do not accept these Terms, you must not use the Zeller Services.
  3. We may from time to time review and update these Terms, including to take account of new laws, regulations, products or technology. Your use of the Zeller Services will be governed by the most recent Terms posted on the Website. By continuing to use the Zeller Services, you agree to be bound by the most recent Terms which will be made available on the Website. It is your responsibility to check the Website regularly for updated versions of the Terms.
  4. The following documents form part of and are incorporated into these Terms:
    1. any terms of an Acquirer as notified to you from time to time;
    2. the Product Disclosure Statement for the Zeller Legacy Card;
    3. the Product Disclosure Statement for the Enhanced Zeller Payment Services;
    4. Direct Debit Authority; and
    5. any policies and procedures we provide to you from time to time in relation to the Zeller Services, including our policies and procedures and policies and procedures set by an Acquirer, a Card Scheme, AMEX or a Non-Scheme Body.

2. Becoming a User

!To become a User, you need to apply and provide us with all the information we need.

  1. You may apply to become a User by completing the online Application Form and providing all required information. Zeller may accept, partially accept or reject your application in its sole discretion. It may take time for Zeller and its Services Providers to process your application and for you to begin receiving the Zeller Services.
  2. You represent and warranty to us that:
    1. any information you provide to us is complete, accurate and not misleading or deceptive; and
    2.  if you have disclosed Personal Information to us, you have obtained the relevant individual’s prior consent to the disclosure and otherwise complied with your obligations under the Applicable Laws.

3.Electronic signatures

!You may sign documents electronically.

  1. To the extent permitted by law, you may sign this or any other Zeller document electronically, including by using software or a platform for the electronic execution of contracts.
  2. A print out of the executed Zeller document once all parties signing electronically have done so, will be an executed original counterpart of the Zeller document, irrespective of which party prints it.
  3. Each party that signs Zeller document electronically represents and warrants that it or anyone signing on its behalf:
    1. has been duly authorised to enter into and execute the Zeller document electronically and to create obligations that are valid and binding obligations on the party;
    2. has affixed their own electronic signature; and
    3. holds the position or title indicated under their electronic signature.

Part B: Acquiring Services

!Part B applies to Users who wish to access and use any of the Card Scheme Services, AMEX Payment Services, Non-Card Scheme Payment Services and the BNPL Payment Services.

4.Acquiring Services

4.1Payment connectivity

!To access our services you will need to connect with the Zeller System and provide us with information we request.

  1.  Zeller will provide you with access to Zeller System.
  2. Zeller will provide you with the Acquiring Services you have chosen to receive, subject to you satisfying all applicable requirements of us and the relevant Acquirer. Your access to Acquiring Services is conditional on the relevant Acquirer approving an application for you to receive the Acquiring Services from us.
  3. We are a payment facilitator and the Acquiring Services enable you to accept Cards from customers for the payment for goods and services. We do not provide banking services and are not a bank.
  4. If you wish to receive Non-Card Scheme Payment Services or BNPL Payment Services, you must notify us and provide us with all information required by us or the Acquirer in order to activate those services.
  5. You must connect to the Zeller System and ensure that your System is compatible with Zeller System.
  6. Without limiting any other provision of these Terms, you must, at your sole cost and expense, establish and maintain such interfaces between your System and Zeller Systems as are necessary to permit Zeller to deliver the Acquiring Services to you.

4.2Transaction processing

!We will arrange for you to receive the Acquiring Services you have selected and which for are approved for. You must meet certain conditions and confirm your compliance with them.

  1. In respect of the chosen Acquiring Services, Zeller must:
    1. attempt to register the User with each applicable Card Scheme, Acquirer and Non-Scheme Body, as applicable;
    2. arrange for the processing of all Transactions through the chosen Payment Methods which are valid in accordance with these Terms and any terms and conditions or policies and procures of the relevant Acquirer; and
    3. take reasonable steps to comply with Zeller policies and procedures and any applicable compliance frameworks as agreed with a Card Scheme, Acquirer or Non-Scheme Body.
  2.  You must:      
    1. accept all valid Cards and process all Transactions in accordance with all Applicable Laws and any obligations in these Terms;
    2. not process or encourage Transactions through the Zeller Services that relate to, or are in connection with, the sale of goods or services that are:
      1.  in contravention of Applicable Law; or

      2.  obscene, vulgar, offensive or dangerous

      3. not within its Merchant Category Code;
      4. not for a legitimate purpose, for example 'self-carding' or
      5. not, in Zeller's absolute discretion, acceptable from time to time.
    3. implement specific procedures from time to time when notified or required by Zeller as reasonably required to comply with Applicable Laws and our arrangements with our Service Providers;
    4. not deliberately reduce the value of any one Transaction by:
      1. splitting a Transaction into two or more transactions for the purposes of avoiding Cardholder verification; or
      2. allowing a Cardholder to purchase items separately;
    5. not, without the prior written consent of Zeller, process purchases relating to BNPL Transactions unless delivery to the Cardholder will be completed within 14 days of the date of the Transaction;
  3.  If a Transaction for a sale does not cover the full amount of the sale:
    1. in the situation in which the Card is used to make a deposit or pay an instalment, you may accept the Card in payment of all or part of the outstanding balance; and
    2. in any other circumstance, you must obtain the balance due at the time the sale is completed in cash.
  4.  In respect of remote Transactions, you must:
    1. take reasonable steps to verify the identity of the person you are dealing with in order to confirm that they are the genuine Cardholder; and
    2. record reasonable identification details of the person you are dealing with, as well as the commencement and expiry dates of the Card.

4.3Ongoing User obligations

!To continue to use our services on an ongoing basis you will have specific ongoing obligations and must notify us of certain events

In respect of accessing and using the Acquiring Service on an ongoing basis, the User must:

  1.  immediately notify us of any change to your financial position which may affect your ability to perform your obligations under these Terms; and
  2. provide us with 10 Business Days’ prior written notice of any change in your place of business, internet address, website name, email address or telephone number; and
  3.   not change your business name or ownership of your business without giving us 10 Business Days’ prior notice and not substantially change the type of goods and services you sell without our prior written consent;
  4.  only submit a Transaction where you are the supplier of the goods and/or services and not submit transactions on behalf of a third party;
  5. not act as a Payment Facilitator;
  6.  provide us and the Acquirers with all information and assistance reasonably required to perform our and their obligations, including but not limited to information about the veracity of a transaction;
  7. comply with all applicable Card Scheme Rules, Applicable Laws and contractual requirements in accepting Card payments and performing your obligations under these Terms.

4.4Dealing with Cardholders

!You must meet these requirements when dealing with cardholders.

  1.  In respect of accessing and using the Acquiring Service, the User must:
    1.  ensure each Cardholder is aware of your identity;
    2. obtain and hold Cardholder authorisation for all Recurring Transactions and ensure the nominated Card is within current validity at all times;
    3. not charge a fee to a Cardholder or impose a surcharge for a Transaction beyond the merchant service fee that is agreed with Zeller.  Failure to comply with this requirement may lead to an Acquirer imposing additional fees which will be recovered from you;
    4.  not accept a Card in a credit card transaction for the purpose of giving a Cardholder cash;
    5.  perform all obligations (including supplying all goods and/or services) to the Cardholder in connection with any Transaction;
    6.  not make any representation in connection with any goods or services which may bind us or an Acquirer and must not indicate or imply that we or an Acquirer endorse any goods or services;
    7. not unfairly distinguish between issuers of Cards when accepting a Transaction;
    8. not refuse to complete a Transaction solely because a Cardholder refuses to provide additional identification information in circumstances where we do not require you to obtain it;
    9. not transfer or attempt to transfer financial liability under these Terms by asking or requiring a Cardholder to waive their dispute rights;
    10. not ask a Cardholder to reveal their personal identification number (PIN) or any other secret identifier;
    11.  contact us for instructions if the identification of a Cardholder or the validity of the Card is uncertain; and
    12. not knowingly submit for processing any Transaction that is illegal or that you should have known is illegal.
  2. You may only process a Recurring Transaction if:
    1. you have obtained Cardholder permission (either electronically or in hardcopy) to periodically charge for a recurring service; and
    2.  you retain this permission for the duration of the recurring services and make it available to us on request; and
    3.  you provide a simple and accessible cancellation procedure.
  3. You must provide customers with a written receipt for each Transaction and must not charge a fee for doing so.

4.5Cardholder Data

!Cardholder Data must be protected. You must comply with security standards in relation to processing and storing Cardholder Data

  1. You must not hold, store or collect Cardholder Data other than in compliance with Zeller's policies and procedures.
  2. Zeller has the right to undertake reviews of User systems containing Cardholder Data which may have been processed on Zeller systems.

4.6Sale Refunds

!You must deal fairly with exchanges, disputed amounts and Sale Refunds and only process Sale Refunds to the same Card (or other Payment Method, if applicable) used for the initial Transaction.

In respect of providing refunds to Cardholders, the User must:

  1. establish a fair policy for dealing with refunds and disputes about Transactions and include information about that policy on receipts for Transactions;
  2.  give credit upon each return where a refund is due by means of a sales refund Transaction (Sale Refunds);
  3. only submit a Transaction as a Sale Refund to a Cardholder if it is a genuine refund of a previous Transaction. The refund must be processed to the same Card (or other Payment Method, if applicable) that was used in the original Transaction and be for the original sale amount, or the amount of the item(s) in the case of a partial refund;
  4. give Sale Refunds for Transactions by means of a credit Transaction and not in cash or cheque; and
  5. not process a Sale Refund as a way of transferring funds between your accounts.

4.7AMEX Payment Services

!This section covers particular requirements for processing AMEX transactions. If you exceed a specified volume, you may need to sign up with AMEX directly. You must also treat AMEX Transactions equivalently to other Payment Methods.

  1.  If you submit AMEX Transactions above a certain volume (determined from time to time by AMEX), AMEX may require that you enter into an agreement directly with AMEX in order to continue receiving the AMEX Payment Services.
  2.  You agree to display all AMEX advertising and give AMEX equal representation with any signage, decals or other identification when promoting Payment Methods and remove them should these Terms end.
  3. You agree that any refund policy you have in place will be as favourable in relation to AMEX Transactions as it is to Transactions involving any other Payment Methods.
  4. Notwithstanding anything else in these Terms, you agree that you will not impose any surcharge on AMEX Cards or if you do apply a surcharge it is not more than any surcharge which you apply to other Cards.

4.8Non-Card Scheme Payments Services

!To access the Non-Card Scheme Payment services (such as AliPay and WeChat Pay) you must also have a direct relationship with the relevant Acquirer, ChinaPayments.

  1.  In order to receive the Non-Card Scheme Payment Services, you must enter into an agreement with the Acquirer for the Non-Card Scheme Payments Services. Zeller acts as an introducer and has no authority or ability to negotiate or vary the terms of the agreement between you and the Acquirer.
  2. The provision of the Non-Card Scheme Payment Services under these Terms is subject to the provisions of the agreement between you and the Acquirer. Any breach of that agreement by you will be treated as a breach of these Terms.
  3. You authorise and direct the Acquirer for the Non-Card Scheme Payments Services to settle all Transactions by payment to Zeller to be credited to your Zeller Account or to a nominated third party bank account you nominate.

4.9 BNPL Payment Services

!This section covers particular requirements for processing BNPL transactions. You must treat BNPL Transactions equivalently to other Payment Methods.

  1. In respect of the BNPL Payment Service, you must:
    1. honour purchases tendered by a Cardholder for the payment of goods or services to be supplied by you to the Cardholder;
    2.  not charge a Cardholder a different price for a purchase than that charged to the Cardholder for other payment methods;
    3. not charge a Customer a fee or charge for using the BNPL Provider as their payment method;
    4.  handle Transactions so as to minimise the possibility of Cardholder disputes and the unauthorised use of accounts;
    5.   perform all obligations to a Cardholder in connection with a sale giving rise to a purchase prior to processing the purchase;
    6.  obtain alternative payment in full for the balance due at the time the sale is completed if less than the full amount of any sale is included in any purchase;
    7. not make any warranty or representation whatsoever to any person which may bind the BNPL Provider;
    8.  not enter into a purchase with a Cardholder where the goods the subject of the purchase are not located in Australia at the date of purchase; and
    9. not process a Transaction for the payment of a gift card, gift voucher or prepaid stored value card or voucher.
  2. You may be supplied with goods or services including software, decals, logos, links, plug-ins, instructions, insignia and other promotional material from BNPL Providers. All of these items will remain the property of the BNPL Provider and the BNPL Provider will license the User to use the software and other items on a non-exclusive basis, limited to the use of the software and items as described in these Terms.
  3.  You will:     
    1. display prominently on your website or premises logos, decals, banners, payment links, and other signs advertising the BNPL Provider's services; and
    2.  not use any advertising or promotional material relating to the BNPL Provider or the BNPL Provider's services except as authorised by the BNPL Provider.
  4.  You authorise the BNPL Provider to publish the name, address, telephone number and email address of the User and to use any logo applicable to the User in any website, correspondence, circular or publication of the BNPL Provider.
  5. You will to remove all references to the BNPL Provider from your website or premises, uninstall any software provided, and return all the BNPL Provider's property immediately on termination of these Terms or if specifically instructed to do so by us at any time.
  6. In order for a BNPL Provider to ensure that it does not incur any liability as a linked credit provider or otherwise, you User must provide:
    1. any information and correspondence that may affect the validity of a purchase, sale contract and/or the credit; and
    2.  such other information reasonably requested by the BNPL Provider from time to time to demonstrate the User's ability to satisfy the representations and warranties made by them to the BNPL Provider.

4.10 Payment Method acceptance

!Communication of payment methods to potential customers must comply with this section.

Whenever you communicate the Payment Methods that you accept to customers, you must comply with any guidelines we provide to you in relation to the display of Card Scheme, AMEX and Non-Card Scheme logos, trademarks and branding and must display all such content with equal prominence for all accepted Payment Methods.

 

4.11Settlement

!Zeller will attempt to settle all transactions in connection with your use of the services within one Business Day.

  1. Zeller will:        
    1. credit to your Zeller Account or a nominated third party bank account any amounts received from an Acquirer in respect of your Transactions. Zeller will use reasonable endeavours to credit such amounts to your Zeller Account or nominated third party bank account within one Business Days after the date of the Transaction; and
    2. provide you with access to information about your Transactions and your Zeller Account, in such form and manner as Zeller determines from time to time. You may raise any issue that you have concerning an amount paid, or not paid to you, within 3 months of the date of payment or of the date the payment was due.

  2. You acknowledge that the Acquirers' obligations to settle Transactions to you are satisfied by the amounts being credited to your Zeller Account or nominated third party bank account.
  3. We reserve the right to withhold payment to your Zeller Account or nominated third party bank account of any amount for such period as we consider necessary where we have reasonable grounds to suspect you have processed Transactions otherwise than in accordance with these Terms or where we are required to do so by Applicable Law.
  4.  Zeller reserves the right to suspend settlement on notice to the User if:
    1.  directed to do so by an Acquirer, Card Scheme or Non-Scheme Body; or
    2. Zeller is required or permitted to suspend the Zeller Service to which the Transaction relates pursuant to these Terms or Applicable Law.

4.12Terminals

!We will provide software updates for the Terminals, which you must install. Tell us if a Terminal is lost or stolen.

  1. The User will         
    1. install all updates and releases of Terminal software as notified by Zeller from time to time; and
    2. notify Zeller of lost or stolen Terminals within 24 hours of identification that a Terminal has been lost or stolen.
  2. Zeller represents and warrants that if you become aware of any Defect in a terminal during the Terminal Warranty Period, then Zeller must rectify any such Defect as soon as practicable, or refund you for the full amount.

5.Chargebacks

5.1Responsibilities

!Zeller will settle Chargebacks in accordance with this clause 5 and will provide details of Chargebacks on request. You must act in accordance with the processes contained in this clause 5.

  1. Zeller will settle Chargebacks in accordance with this clause 5 and will provide details of Chargebacks on request.  You must act in accordance with the processes contained in this clause 5.
  2. Without limiting any other provision of these Terms, you accept liability for all Chargebacks from Offline Transactions.
  3. Where Zeller is unable to offset any amounts from Transactions that have been processed but not settled, we will debit your Zeller Account or your account (as defined in the Direct Debit Authority) with the full amount of all:
    1. valid and acceptable refund transactions processed by you; and
    2. Chargebacks.

5.2Invalid Transactions

!A transaction will be considered to be invalid where it meets any of the conditions described in this section. Invalid Transactions must not be submitted for processing.

  1. A Transaction is not valid if:
    1. the Transaction is illegal as per Applicable Law;
    2. the Transaction breaches any terms of this Agreement; 
    3. the signature on the voucher, receipt or authority (as applicable) is forged, obtained by fraud or deception or unauthorised;
    4. the User knows or should have known that the Transaction is unauthorised or fraudulent;
    5. the Transaction is before or after any validity period indicated on the relevant Card;
    6. you have been told not to accept the Card;
    7. the Transaction is not authorised by the Cardholder;
    8. the particulars on the copy of the voucher or receipt for the Transaction given to the Cardholder are not identical with the particulars on any other copy of the voucher or receipt;
    9. the voucher or receipt for the Transaction given to the Cardholder is not completed in accordance with this Agreement or is illegible;
    10. the price charged for the goods or services is different to that charged to the Cardholder for other payment methods or inflated to include an undisclosed surcharge for Card payments;
    11. the Transaction is offered, recorded or billed in a currency we have not authorised you to accept;
    12. it is a credit Transaction in which:
      1. the amount of the Transaction or Transactions on the same occasion is more than any applicable limit notified to you; or
      2. you collected or refinanced an existing debt including, without limitation, the collection of a dishonoured cheque or payment for previous Card charges;
    13. it occurs during a period in which your rights under these Terms were suspended or after these Terms were terminated;
    14. the Cardholder is entitled to a Chargeback of the Transaction.
    15. the Cardholder disputes liability for the Transaction for any reason or makes a Claim for set-off or a counterclaim; or
    16. the User does not have a valid regulatory licence or authorisation to process the Transaction;
    17. the Transaction is split into two or more Transactions on the same Card or over two or more Cards, where the purpose is to avoid having to obtain an authorisation for the total amount of the sale (in which case, each such Transaction will be invalid);
    18. the User has not retained its copy of the receipt or voucher signed by the Cardholder for 18 months after the date of the Transaction; or 
    19. the User is unable to demonstrate the validity of the Transaction to Zeller's reasonable satisfaction;
    20. the User does not comply with these Terms in relation to the Transaction;
    21. the User does not respond to voucher requests or other supporting information required by Zeller within the timeframes specified by Applicable Law;
    22. the Cardholder has not received the goods or service as required by the terms of the Agreement and the User has failed to provide Zeller with proof of receipt of, and satisfaction with, the goods or services by the Cardholder within 4 Business Days of Zeller's request to do so; 
    23. the goods or services to which the purchase relates were supplied from outside Australia without Zeller's consent;
    24. in Zeller's reasonable opinion, the Cardholder justifiably disputes liability for the purchase for any reason;
    25. the goods or services purchased under the purchase or transaction receipt are not of acceptable quality, or are damaged, (on a reasonable determination) and the User is unable to resolve the complaint to the Cardholder's satisfaction;
    26. the Transaction:
      1. is not for the supply of goods or services to a genuine Cardholder;
      2. is for cash out on an account or includes cash out on an account;
      3. represents a transfer of funds, not the supply of goods or services; or
      4. the User failed to comply with all messages generated by the Non-Card Scheme Payment Service in relation to the Transaction;
    27. in respect of a BNPL Transaction, the Transaction was processed for the purchase of a gift card, gift voucher or prepaid stored value card or voucher;
    28. the transaction is for the purpose of facilitating a partially or fully refundable security deposit, bond or any other payment intended to function as a temporary guarantee of performance.
    29. it is of a class which we or an Acquirer decide, in their discretion, is not acceptable.
  2. A telephone, Internet or mail order Transaction is also invalid if the Transaction is not authorised by the Cardholder, or in the case of a standing authority, the authority has expired or was cancelled prior to the Transaction. The User acknowledges that authorisations obtained provide no guarantee that the person providing the Card details is the Cardholder.
  3. You acknowledge and agree that we or an Acquirer may:
    1. refuse to accept a Transaction if it is invalid, or may charge it back to you if it has already been processed, even if we have given you an authorisation; 
    2. reverse a sales Transaction as a Chargeback or for any other reason and debit your account for the amount of the Transaction; and
    3. without limiting the above, delay, block, freeze or refuse to accept any Transaction where we or the Acquirer has reasonable grounds to believe that the Transaction breaches Applicable Law.

5.3Processing Chargebacks

!Zeller may refuse to process invalid transactions and you may be liable for any chargebacks raised against you.

  1. If a Transaction is an Invalid Transaction and it has been processed, you must provide the Cardholder with a refund.
  2. If a Transaction is an Invalid Transaction, or is otherwise charged back by a Card Scheme, AMEX or Non-Scheme Body, Zeller may:
    1. in its sole discretion (and without a request or demand from a Cardholder) refuse to accept the Transaction; or 
    2. if the Transaction has been processed, at any time within two years after the date of the Transaction, Chargeback that Transaction to the User, provided that it is reasonable for Zeller to do so in the circumstances.
  3. Subject to the resolution of a disputed Chargeback in the User's favour in accordance with paragraph (c), the User is liable for all Chargebacks raised against the User (including by a Cardholder).
  4. In the event that the User disputes a Chargeback, Zeller will provide reasonable assistance to the User (at the User's cost) to enable the User and the Card Scheme, AMEX or Non-Scheme Body to resolve the dispute. 
  5. Zeller will notify the User if Zeller has reasonable concerns that the volume of Chargebacks and/or fraudulent Transactions, in any particular category, are excessive. Any failure by the User to provide a remediation plan aimed to resolve the cause of the problem, may result in Chargebacks, Card Scheme or AMEX or  non-compliance assessments or Non-Scheme Body fines (which Zeller may choose to pass on to the User at Zeller’s discretion).

5.4Chargebacks to be set off against settlement proceeds

!Zeller will settle Chargebacks by setting off these amounts against your settlement proceeds.

  1. In the event that there is a Chargeback, Zeller will set off any such Chargeback against the User's settlement proceeds. 
  2. Zeller will provide the User details of each Chargeback (including description, reason code, terminal ID, amount, Transaction date, and truncated Card details) where available. 
  3. The User must raise any dispute in respect of any Chargeback within 3 Business Days. If the User does not raise any dispute within this period, the User acknowledges that Zeller may not be able to dispute the Chargeback with the relevant Card Scheme, AMEX or Non-Scheme Body.

5.5Direct Debit

!Zeller requires a Direct Debit Authority over your linked bank account in order to ensure you will meet your obligations under these Terms, including with respect to Chargebacks.

  1. For the purposes of meeting your obligations in connection with Chargebacks and in relation to any other amounts payable by you to us or any of our Service Providers under these Terms, you must provide us with the Direct Debit Authority.
  2. During the application process to receive the Acquiring Services, we will ask you to complete the Direct Debit Authority.
  3. If you cancel or revoke the Direct Debit Authority at any time, you will no longer be able to receive the Zeller Services, unless an alternative Direct Debit Authority is established on another account.

6.Documentation to be provided to User

!Zeller provides you with the policy documents you require in order to access and use the services.

  1. Zeller will provide the User with policies, procedures and other information the User requires for the day-to-day operation of the Acquiring Services, and will include requirements set down under Applicable Law.  You will comply with such policies, procedures and other information.
  2. Zeller grants a licence to the User, on a non-exclusive basis, without the transfer or other alienation of any of Zeller's intellectual property rights, and with no right to sub-license, to make at its own cost such copies of the Documentation as the User reasonably requires for the operation, training and use of the Zeller Services. The User acknowledges that nothing in these Terms will be construed as transferring title in or ownership of any intellectual property rights in the Documentation to the User. 
  3. The User must operate the Zeller Services only in accordance with the Documentation.

7.Records

!You need to maintain certain records with respect to the Transactions for the timeframes specified in this section.

To ensure compliance with Applicable Laws, you must:

  1. retain in your possession adequate physical and electronic records (including all sales and refund transaction information) for each Transaction for at least 24 months following settlement of that Transaction; and 
  2. give Zeller access to the records referred to in clause 7(a) if, and to the extent that, Zeller requires access to those records in order to comply with Applicable Laws on reasonable notice during the 18 month period set out in clause 7(a).
  3. If you do not comply with this clause 7, we may Chargeback the Transaction if such Transaction is required to be charged back pursuant to Applicable Law as a result of such non-compliance.

8.Security Deposit

!We may require you to hold a Security Deposit with us.

  1. Zeller may set the amount of the Security Deposit required (and its basis of calculation) and must provide the User with prior written notice of these requirements from time to time.
  2. Zeller may increase or decrease the amount of the Security Deposit in its absolute discretion, and will provide the User with prior written notice.
  3. Zeller must notify the User of the deadline for paying the Security Deposit.
  4. Where directed to do so under clauses 8(a), the User must pay the Security Deposit into a dedicated bank account notified by Zeller (security deposit account) within the timeframe for such payment referred to in clause or 8(c) Any interest which accrues on the funds held in such security deposit account will form part of the Security Deposit. 
  5. If the User fails to provide the required amount of the Security Deposit as required, Zeller may:
    1. retain Transaction proceeds which would otherwise be payable to the User and treat them as forming part of the Security Deposit, provided that such Transactions occur after the deadline for payment of the Security Deposit; or
    2. obtain the amount of any shortfall from the User pursuant to the Direct Debit Authority. 
  6. The User agrees that:
    1. Zeller may deduct from the Security Deposit any Chargebacks, Card Scheme, AMEX or Non-Scheme Body fees, fines or penalties, and any amounts which Zeller is required to deduct from the Security Deposit in accordance with the applicable Scheme Rules and any other amounts payable by the User to Zeller under these Terms; and 
    2. in circumstances where an amount has been deducted from the Security Deposit by Zeller in accordance with clause 8(f)(i) (top-up amount), the User will contribute additional funds to the security deposit account equal to the top-up amount within the timeframe specified by Zeller.
  7. The User grants us a security interest over the Security Deposit and any amounts credited to the Zeller Account or nominated third party bank account to secure performance of the User's obligations under these Terms.
  8. Zeller must refund to the User any remaining Security Deposit held within the security deposit account on the date which is within a reasonable period (not more than 18 months) following termination or expiry of these Terms or such sooner date determined by Zeller in its sole discretion.

9.Suspension

!Zeller may suspend your access to the services on the occurrence of certain events.

9.1Notification

  1. If Zeller reasonably considers a Suspendable Action has occurred or may occur, Zeller will promptly notify the User in writing and via your dashboard, your notification centre, by email or by phone call, including explaining the circumstances causing the Suspendable Action to arise and (if relevant) providing to the User a copy of any notification from the relevant Card Scheme, AMEX or Non-Scheme Body (Direction); and 
  2. The User must:
    1. promptly remedy the non-compliance; and
    2. comply with the Direction and Zeller's reasonable directions to remedy the non-compliance, including directions as to timing. 

9.2Suspension

  1. If the User commits a Suspendable Action, Zeller may immediately suspend any Zeller Service impacted by the Suspendable Action (Suspended Service). If the User remedies a Suspendable Action within a reasonable time in accordance with clause 9.1(b), Zeller may immediately reinstate the Suspended Service.
  2. Notwithstanding paragraph (a), or any other provision of these Terms, Zeller reserves the right to suspend a Zeller Service on notice to the User if:
    1. directed to do so by an Acquirer, Card Scheme or Non-Scheme Body; or
    2. Zeller is required to suspend that Zeller Service pursuant to Applicable Law. 
  3. When Zeller suspends a Zeller Service pursuant to this clause 9, the User will not be able to accept the applicable Card as payment for goods or services and Zeller will not accept any such Transactions processed by the User (if suspension of that Zeller Service would not allow Transactions made with that Card to be processed in accordance with these Terms).
  4. Zeller has the authority to keep a service suspended until such time that all outstanding current or anticipated disputes are resolved.
  5. If a Service is suspended in accordance with this clause 9 for a period of 30 days or more either party may, on written notice to the other party, terminate these Terms as it relates to the relevant Zeller Service.
  6. For the avoidance of doubt, Zeller shall not be liable or responsible in any respect to the User for any Losses flowing directly or indirectly from any Zeller Services being suspended in accordance with this clause 9.

10.Fraud and financial crimes monitoring

!You will investigate fraud and take steps to prevent it. You must comply with our directions when we are notified of any issues relating to fraud or financial crimes in connection with your use of our services.

10.1User acknowledgements

The User agrees:

  1. where Zeller suspects a data compromise pertaining to fraud, or is notified by a Card Scheme, AMEX or a Non-Scheme Body of a data compromise pertaining to fraud and is permitted to notify the User, the User shall use best endeavours to cooperate and investigate the alleged fraud and take reasonable steps to prevent further fraud incidences from occurring in future. In addition to any other rights under these Terms, the Zeller Services may be suspended until resolution any such fraud; and 
  2. where Zeller considers a data compromise pertaining to fraud warrants suspension or termination of a Zeller Service or is directed by a Card Scheme, AMEX or a Non-Scheme Body to suspend or terminate the relevant services to the User, then Zeller will do so. 

For the avoidance of doubt, Zeller shall not be liable or responsible in any respect to the User for any Losses flowing directly or indirectly from any Zeller Services being suspended.

 

10.2Notification and compliance

The User must:

  1. observe and implement the fraud prevention procedures set out in the manuals, guides or directions provided to you by us or an Acquirer;
  2. use reasonable care to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card; and
  3. notify us if you become aware of or suspect fraud on the part of a Cardholder.

Part C: Zeller Account

!Part C applies to all Users.

11.Zeller Account

!Zeller will maintain an account for you.

  1. Zeller will maintain an account for you in accordance with these Terms (Zeller Account).  The Zeller Account does not constitute a cheque, savings or other bank account and is not connected in any way to any other account you may have.
  2. On request from you and subject to these Terms and Applicable Law, we will transfer the amount in your Zeller Account to a bank account nominated by you.  We will use reasonable endeavours to effect any such transfer within 5 Business Days.
  3. You authorise and direct Zeller to:
    1. credit the proceeds of Transactions to your Zeller Account or nominated third party bank account.  Amounts will only be credited to your Zeller Account or nominated third party bank account once we have received the funds from the relevant Acquirer; and
    2. debit any Chargebacks and any other amounts you owe to us under these Terms from your Zeller Account or nominated third party bank account.
  4. With regards to the funds held in Your Zeller Account:
    1. the funds are held on bare trust for You. You are entitled to a beneficial ownership of the funds held in your Zeller Account and will have access to the funds as a beneficiary; 
    2. Zeller will hold these funds in an account in Zeller's name (designated as a client segregated moneys account or equivalent) with an Australian bank and the funds will be segregated from Zeller's funds; and
    3. You will not receive any interest on the funds in your Zeller Account, but we may retain interest we receive in respect of such funds.
  5. You have an onus to ensure that any payments made are correct and authorised.  Zeller will not be liable or responsible for any mistaken or unauthorised payments.
  6. Zeller may allocate you a BSB and account number.
  7. Zeller may permit you to receive payments into your Zeller Account through the Direct Entry electronic transfer system, the NPP and BPay.  Your use of the Direct Entry electronic transfer system, the NPP and BPay will be governed by Part G, Part H and Part I. 
  8. Zeller may permit you to grant third parties the ability to implement direct debits against your Zeller Account pursuant to a direct debit authority in a form satisfactory to Zeller, in its sole discretion.  You authorise us to deduct any amounts the subject of a valid direct debit request from your Zeller Account.  You can contact us to cancel any direct debit authorities.  It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with a direct debit request.

Part D: Zeller Legacy Card and Enhanced Zeller Payment Services

!Part D applies to Users who choose to acquire the Zeller Legacy Card or the Enhanced Zeller Payment Services.

12.Zeller legacy Card

!The Zeller Legacy Card can be used to access amounts in your Zeller Account. The Zeller Legacy Card is being discontinued on 31 January 2023.

  1. The Zeller Legacy Card is a prepaid MasterCard card issued by EML Payments Limited that is linked to your Zeller Account and allows you to access and utilise amounts credited to your Zeller Account through the Zeller Services. 
  2. The Zeller Legacy Card must be activated before you can use it.  You must provide us with all information which we require in order to active the Zeller Legacy Card.  We can accept or reject your application to activate the Zeller Legacy Card in our sole discretion.
  3. Any amounts credited to your Zeller Account will be available to be spent using your Zeller Legacy Card within no more than 1 Business Days after they are received into your Zeller Account.
  4. The Card does not constitute a chequing, savings or other bank account and is not connected in any way to any other account you may have except for your Zeller Account. The Card is not a credit card. 
  5. Eligible Users may be able to utilise funds in their Zeller Account for shopping at merchants that accept MasterCard.
  6. The Zeller Legacy Card is issued to you by EML Payments Limited. The terms on which the Zeller Legacy Card is issued to you are set out in the Product Disclosure Statement (https://myzeller.com/product-disclosure-statement).  You acknowledge that you have been provided with our Financial Services Guide in relation to the Zeller Legacy Card (https://myzeller.com/financial-services-guide). 
  7. Your access to and use of the Zeller Legacy Card may be suspended from time to time in accordance with these Terms or the Product Disclosure Statement.
  8. The Zeller Legacy Card will be discontinued on 31 January 2023 and the features described in this clause 12 will cease to be available. From that date, you will need to use another means to access the amounts in your Zeller Account, as described in these Terms.

13.Enhanced Zeller Payment Services

!The Enhanced Zeller Payment Services can be used to access amounts in your Zeller Account, through electronic transfers and a card.

  1. The Enhanced Zeller Payment Services are a range of different payment functionalities that are linked to your Zeller Account and allow you to access and utilise amounts credited to your Zeller Account through the Zeller Services.
  2. The Enhanced Zeller Payment Services include:
    1. an Zeller Debit Card;
    2. Direct Entry Payment functionality from the Zeller Account;
    3. New Payments Platform payment functionality from the Zeller Account;
    4. BPay Functionality. 
  3. Any amounts credited to your Zeller Account will be available to be spent using the Enhanced Zeller Payment Services within no more than 1 Business Days after they are received into your Zeller Account.
  4. The Zeller Debit Card must be activated before you can use it.  You must provide us with all information which we require in order to active the Zeller Debit Card.  We can accept or reject your application to activate the Zeller Debit Card in our sole discretion.
  5. The Card does not constitute a chequing, savings or other bank account and is not connected in any way to any other account you may have except for your Zeller Account. The Card is not a credit card. 
  6. Eligible Users may be able to utilise funds in their Zeller Account for shopping at merchants that accept MasterCard.
  7. The Zeller Debit Card is issued to you by us. The terms on which the Zeller Debit Card is issued to you are set out in Section G of these Terms.  You acknowledge that you have been provided with our Financial Services Guide in relation to the Enhanced Zeller Payment Services (https://myzeller.com/financial-services-guide). 
  8. Your access to and use of the Enhanced Zeller Payment Services or components of the Enhanced Zeller Payment Services may be suspended from time to time in accordance with these Terms or the Product Disclosure Statement.
  9. Direct Entry and NPP Payment functionality will allow you to receive and make payments to and from your Zeller Account.  The terms on which the Direct Entry Payment functionality and the New Payments Platform payment functionality are set out in these Terms at Part G and Part H respectively.
  10. BPay payment functionality will allow you to make payments through the BPay network and receive payments.  The terms on which the BPay payment functionality is provided to you are set out in these Terms at Part J and Part K. 
  11. As part of the Enhanced Zeller Payment Services, Zeller may, in its absolute discretion provide you with an overdraft facility on the following terms:
    1. the interest rate payable by your for any amount by which your Zeller Account is overdrawn is determined by Zeller, in its discretion and will be set out for you in the System.  Interest is calculated daily and accrues and is payable monthly;
    2. the fees for using the overdraft facility will be set out in the System; 
    3. You may pay off some or all of the balance of your overdraft facility at any time. The full balance must repaid by the date specified in the System;
    4. Zeller may (but is not required to) also provide you with an informal overdraft for an excess amount if You exceed the limit for your overdraft facility.

14.Zeller Debit Card for your Team Members

!Zeller may allow you to obtain Zeller Debit Card for your Team Members.

  1. Zeller may permit you to apply for Zeller Debit Cards for your Team Members (Team Cards).  We can accept or reject your application for a Team Card in our sole discretion.
  2. A Team Card will be linked to your Zeller Account and will allow the Team Member to access and utilise amounts credited to your Zeller Account.
  3. Where Zeller issues a Team Card to your Team Member, the Team Member must comply, and you must ensure that the Team Member complies, with these Terms as they relate to the Team Card as if each reference to you were to the Team Member.
  4. The terms on which a Team Card is issued to a Team Member are set out in the Product Disclosure Statement (https://www.myzeller.com/product-disclosure-statement). You and the Team Member acknowledge that you and the Team Member have been provided with our Financial Services Guide in relation to the Team Card (at https://myzeller.com/financial-services-guide).
  5. The access to and use of a Team Card by you or a Team Member may be suspended from time to time in accordance with these Terms or the Product Disclosure Statement.

15.Transaction limits

  1. Zeller may, in its discretion, provide you with the ability to set limits in relation to your use of the Zeller Services, including limits for individual Transactions, total Transactions in a period of time or total Transactions in aggregate.  Zeller may permit these limits to be applied to your Zeller Account and/or to individual Zeller Debit Card.
  2. Where Zeller permits you to set such limits and you have set one or more limits, Zeller will use reasonable endeavours to enforce those limits.

Part E: General Terms

!Part E applies to all Users

17.Using the Zeller Services

!You must comply with all applicable laws and relevant guidance when using the services provided by Zeller.

  1. You agree to use the Zeller Services in good faith in accordance with these Terms and Applicable Laws.
  2. You will comply with any policies, procedures, operating rules and directions of Zeller from time to time in relation to the Zeller Services and the manner of performance of your obligations under these Terms.
  3. You are responsible for all dealings through the applicable Zeller Services, including any fraudulent, illegal or unauthorised dealings, which are attributable to your conduct. You release and discharge Zeller from any liability in respect of such dealings.

18.AML/CTF Obligations

!Zeller is required to comply with anti-money laundering laws and it may request certain information from you.

You acknowledge and agree: 

  1. in order for Zeller to meet its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and associated Rules (AML/CTF obligations), Zeller is required to verify the identity of its Users as well as certain information about Users' beneficial owners;
  2. Zeller may, in its sole and absolute discretion delay, block or refuse to process or settle any Transaction without incurring any liability, if Zeller suspects, for any reason, that an Unlawful Act has occurred;
  3. in order to use and continue to use the Zeller Services, Zeller may at any time request further information from you. If you do not provide Zeller the information as requested, or there is a delay in you providing this information to Zeller, Zeller may not be able to open your Zeller Account, or provide you with access to the Zeller Services; 
  4. Zeller may disclose your Personal Information to a Credit Reporting Body to verify your identity and obtain an assessment of whether the information you have provided us with matches the information provided by the Credit Reporting Body;
  5. Zeller is not liable for any Loss incurred by you as a result of any action of Zeller which either delays a Zeller Account being opened, results in an application to receive Zeller Services being declined or you don’t have access to the Zeller Services, when these actions are necessary for Zeller to comply with its AML/CTF obligations; and
  6. Zeller may require further information from you from time to time in order to meet its AML/CTF obligations and you agree to provide Zeller with whatever additional information is reasonably required in order for Zeller to meet its AML/CTF obligations.

19.Audit

Zeller has the right to request specific information and conduct an audit in connection with your use of the services.

  1. On Zeller's request, the User must:
    1. provide Zeller, a regulator or any of the Service Providers (or their nominees) with reasonable access to its personnel, premises and facilities; 
    2. provide Zeller, a regulator or any of the Service Providers (or their nominees) with all internal policies and procedures of the User relevant or related to the Services; and
    3. permit Zeller, a regulator or any of the Service Providers (or their nominees) to view and make copies of any materials including any certifications, licenses, permits, records and information required to be obtained and maintained by the User under this Agreement, relevant to assessing compliance with this Agreement.
  2. Each party must take reasonable steps to minimise the cost of any audit. 

20.Fees

!Zeller will charge you the following fees in connection with your access to and use of the services.

  1. The Fees that apply in respect of the Zeller Services are available at https://myzeller.com/pricing and may be viewed before becoming a User, and at any time after becoming a User. 
  2. You acknowledge that the Fees include a portion to cover the fees charged by the Acquirers in respect of the Transactions and a portion to be retained by Zeller in connection with the facilitation of these Transactions and the provision of the Zeller Services.
  3. We reserve the right to change our Fees by providing you with 5 Business Days' prior notice.
  4. We may set off against any amount due and payable under these Terms by us to you (including any amounts received in respect of Transactions and any amounts in your Zeller Account), any amount due and payable under these Terms by you to us, including any Fees, Chargebacks or Card Scheme, AMEX or Non-Scheme Body fines or penalties.

21.Termination

Either you or Zeller may terminate your arrangement if there is a breach of these terms.

  1. You or Zeller may terminate these Terms immediately by giving the other party written notice if that party has materially breached these Terms.
  2. Zeller may also terminate these terms immediately by written notice if:
    1. it becomes illegal or impossible in practice for Zeller to continue to provide the Zeller Services to the User; or
    2. Zeller is instructed to do so by a Card Scheme.
  3. Zeller may terminate the provision of any of the Acquiring Services where the relevant Acquirer ceases to provide its services to Zeller.
  4. Where these Terms are terminated:
    1. The User must pay Zeller all amounts outstanding up to the date of termination of these Terms;
    2. Notwithstanding paragraph (i), the parties acknowledge and agree that all rights, obligations and liabilities accrued up to and including the date of termination, including without limitation in relation to any indemnity payments, damages, Direct Debit Authority, Chargebacks, and any fines or penalties incurred by the User from any Card Scheme or otherwise arising in connection with the provision or use of the Zeller Services, and all other accrued rights and obligations up to the date these Terms end, will continue and survive termination of these Terms; and
    3. you authorise us to disclose to any of our Service Providers the fact of termination of these Terms and the reasons for termination.
  5. Upon termination of these Terms, you will no longer have access to the Zeller Services, other than those portions of the Website which are publicly available to all users. Any such use of the Zeller Services by you will continue to be subject to these Terms.
  6. On termination of these Terms, we may retain an amount credited to your Zeller Account until we are reasonably satisfied that there will be no further Chargebacks or other amounts payable by you to us under these Terms.
  7. Despite any other provision in these Terms, this clause 21 and clauses 1, 4.3, 4.4, 4.5, 4.6, 7, 8, 10, 17 through 50 survive the expiry or termination of these Terms.

22.Cooperation with Service Providers

You may be provided with services from the Service Providers in connection with the Zeller Services

  1. The User acknowledges that Zeller may appoint Service Providers to provide services to the User which are connected to the Zeller Services.
  2. The User must provide Zeller and/or the Service Provider, as applicable, with all reasonable cooperation and assistance requested by Zeller in connection with any services or systems provided by the Service Provider to the extent necessary for Zeller to provide the Zeller Services, including:
    1. providing such information and documentation about the manner in which the Zeller Services are provided to the User as is reasonably necessary for the Service Providers to provide their services or systems to the User or carry out such activities as have been delegated to it by Zeller including information regarding the operating environment, system constraints and other operating parameters applicable to the Zeller Services from time to time;
    2. making system specifications, security details and similar information available to such Service Providers; 
    3. meeting with Zeller and the Service Providers to discuss the Zeller Services and the services provided by third parties and engaging in joint problem resolution;
    4. providing such information as is reasonably necessary to ensure that the results of the services and systems provided by an Service Provider are compatible and integrate with the Zeller Services; 
    5. providing access to and use of the User System and services to a Service Provider in connection with the services being provided by the Service Provider in a form and manner no different to that if Zeller personnel were requesting such access to and use of the User's System and services;
    6. ensuring integration of the results of the services provided by a Service Provider with the Zeller Services; and 
    7. operating and maintaining any new software, hardware or technology resulting from the services or systems provided by an Service Provider.

23.Intellectual Property

!Zeller retains all intellectual property rights in the Zeller Services.

  1. All intellectual property rights (including copyright and patents) in the Zeller Services and all components of them are owned or licensed by us unless otherwise indicated. You must not copy, modify or transmit any part of the Zeller Services except as permitted in these Terms.
  2. The Zeller Services contain trademarks, logos, service names and trade names of Zeller or third parties that may be registered or otherwise protected by law. These include the Zeller logo. You are not permitted to use any trademarks, logos, service names or trade names appearing on the Zeller Services.
  3. We grant you a non-exclusive and non-transferable licence to use the Website and, if you are a User, the Zeller Services, for your own personal use. You may not download (other than page caching) or modify the Zeller Services.
  4. The User grants Zeller a non-exclusive, royalty free, irrevocable, transferable and worldwide licence (including the right to sub-license) to use any of the User’s trade marks, service marks and logos, including those provided or otherwise made available by the User to Zeller, for the purposes of: 
    1. including the marks or logos on receipts to be printed from Zeller terminals or otherwise to be provided to Cardholders electronically; and
    2. otherwise providing Zeller’s products and/or services to the User.

24.Privacy

!Zeller complies with the Privacy Laws and collects and stores personal information in accordance with this clause. Zeller may disclose your information to the Service Providers and others.

  1. We will comply with the Privacy Laws in respect of any Personal Information we collect and handle on your behalf in the course of providing the Zeller Services to you, to the extent that the Privacy Laws apply to us in our role as a service provider to you under these Terms, and except to the extent such obligation is inconsistent with our obligations under any other Applicable Law.
  2. You acknowledge that:
    1. from time to time in order to perform Zeller's obligations under these Terms, Zeller will collect Personal Information about your staff, clients or customers; and 
    2. in performing Zeller's obligations under these Terms or otherwise required by Applicable Law, Zeller may provide that Personal Information to third parties, in Australia or elsewhere, in accordance with Zeller's Privacy Policy which is available at https://myzeller.com/privacy-policy
  3. Any Personal Information provided by you (whether Personal Information belonging to you or another individual, which you have the necessary consents to provide) may be collected, used and disclosed by us for the purposes contemplated by these Terms and our privacy policy. You agree that by entering into these Terms, you have read the privacy policy, understood its contents and consented to its requirements.
  4. You must ensure that you have provided any notifications required by Applicable Law, and procured any consents or authorisations required by Applicable Law, to allow Zeller to collect the data and Personal Information provided to Zeller by or on behalf of you, or otherwise collected by Zeller, in connection with these Terms and to use that data and Personal Information as contemplated by these Terms and Zeller's Privacy Policy and in accordance with the Privacy Laws.

25.User warranties

!You make the following representations and warranties to Zeller.

The User represents and warrants that:

  1. it will comply with all Applicable Laws in the course of performing its obligations under these Terms;
  2. when the User supplies Transaction details to Zeller:
    1. all Transactions details are true and correct;
    2. the User has complied with the requirements of these Terms applicable to the processing of Transactions; and
    3. the User is not aware of any fact which would cause the Transaction to be an Invalid Transaction; and 
  3. the User has power to enter into and perform its obligations under these Terms and that these Terms are valid, binding and enforceable against the User.

26.Data protection and security

!Zeller complies with the following data protection and security protocols.

26.1General obligations

  1. Zeller must comply with all applicable Data protection and security requirements required by Applicable Law in relation to the collection, use, disclosure, storage, processing and security of Data.
  2. Zeller acknowledges that it is responsible for securing the Card Data in its possession in accordance with the requirements imposed on it by PCIDSS.

26.2Restricted Information

  1. To the extent any Data hosted by or on behalf of Zeller, or any configuration settings related to the delivery or receipt of the Zeller Services, that does not relate to the User (Restricted Information) is or becomes accessible by the User at any time, the User acknowledges and agrees that:
    1. it will not seek to access any such Restricted Information; 
    2. if the User does access any such Restricted Information, it will:
      1. notify Zeller promptly; 
      2. not use such Restricted Information for any purpose (including any internal business purposes); 
      3. destroy and report any copies of the Restricted Information; and
      4. provide a written notice to Zeller confirming its compliance with this clause 26.2; and 
    3. for the avoidance of doubt, any such Data and configuration settings are considered Confidential Information of Zeller.
  2. The User must indemnify and hold harmless Zeller and any Zeller Personnel in respect of any Losses suffered by Zeller or Zeller Personnel arising out of or otherwise in connection with a breach of this clause 26.2 by the User.

26.3Scheme requirements

!Part A applies to all Users and sets out how you can apply to become a User.

  1. The User must provide Zeller with a compliance action plan (if required by any Card Scheme for the purposes of complying with PCIDSS) within 90 days of receiving a request from Zeller to do so. The User must also comply with the Scheme Rules notified to the User from time to time, including any obligations regarding compliance with the PCIDSS. Zeller will notify the User of any such obligations and, to the extent practicable, will provide the User with a reasonable period of time to comply with such obligations.
  2. If Zeller receives a breach notification or warning (which may or may not include a fine and/or penalty) from a Card Scheme (Breach Notice) arising from the User being in breach of applicable Scheme Rules, Zeller will liaise with the User to resolve the Breach Notice.
  3. The User must pay the fine and/or penalty detailed in the Breach Notice to Zeller within the timeframe specified by Zeller in accordance with clause 26.3(b)  and in a manner agreed between the parties.
  4. For the avoidance of doubt, the parties agree that:
    1. the User is liable for all fines and/or penalties imposed by the Card Schemes (whether imposed on Zeller or the User directly) as a result of the User’s breach of the Scheme Rules; and 
    2. other than in respect of fines and/or penalties which are imposed due to the sole action (or actions, as the case may be) of another merchant (or merchants, as the case may be) or Zeller, the User is liable for any other fines and/or penalties imposed by the Card Scheme (whether imposed on Zeller or the User directly) pro-rated in accordance with the User's use of the Zeller Services as against all other merchants to whom Zeller provides the Zeller Services or services similar to the Zeller Services.
  5. The User acknowledges that Zeller may receive a Breach Notice without having received a non-compliance alert from the Card Scheme. However, if Zeller receives a non-compliance alert that relates to the User, it must promptly provide a copy to the User. 
  6. If a Breach Notice is issued, the Card Schemes may require an external investigation of the User's premises and systems. The User agrees to fully cooperate with any such external investigation, and to pay the reasonable costs of the Third Party appointed to undertake the external investigation. To the extent Zeller has a right to approve or select the person who will undertake the external investigation, Zeller may only approve or select that person with the prior written consent of the User (such consent not to be unreasonably withheld or delayed)

27.Prohibited Uses

!You are prohibited from using the Zeller Services in connection with the activities described in this clause.

In using the Zeller Services, you must not engage or attempt to engage in any activities that:

  1. violate any applicable local, state, federal or international law including, without limitation the Spam Act 2003 (Cth), Copyright Act 1968 (Cth), principles of law or equity established by decisions of courts and statutes, regulations or by-laws of the Commonwealth of Australia, or any State or Territory of the Commonwealth of Australia or a government agency;
  2. violate the rights of any third party (including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, Confidential Information, electronic fraud, invasion of privacy, pornography, obscenity or libel);
  3. interfere with or disrupt any other third parties (including other Users of the Zeller Services), equipment, functions, features, the Zeller Services;
  4. involve the unauthorised use of any machine or network, denial of service attacks, falsification of header information or User identification information, monitoring or scanning the networks of others;
  5. gain unauthorised access to the Zeller Services;
  6. disrupt, impair, alter or otherwise interfere with the functions, features, content of the Zeller Services; restrict or inhibit any other visitor from using the Zeller Services, including, without limitation, by means of "hacking" or defacing a portion of this Zeller Services;
  7. express or imply that statements you make are endorsed by Zeller, without Zeller's prior written consent;
  8. modify, adapt, decompile, reverse engineer, disassemble or otherwise reduce the Zeller Services to a human-perceivable form;
  9. remove any copyright, trademark or other proprietary rights notices contained in the Zeller Services; or
  10. provide access to the Zeller Services to persons who are not Users or have not paid the relevant fee for the service.

28.Disclaimer of Warranties and Limitation of Liability

!Zeller is not liable to you, except as outlined in this clause.

  1. You agree that you have not relied on any representation, description, illustration or specification that is not expressly stated in these Terms.
  2. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL), or any other Applicable Law, that cannot be excluded, restricted or modified by agreement.
  3. To the extent permitted by Applicable Law (including the ACL), Zeller excludes all warranties, whether express or implied (not including any consumer guarantees under the ACL), including any warranties or representations concerning availability of the Zeller Services, quality, completeness, accuracy, suitability, acceptability or fitness for purpose in relation to the Zeller Services, all links to or from the Zeller Services and the goods and services advertised or accessible using the Zeller Services. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), we do not warrant that you will have continuous access to the Zeller Services. We will not be liable in the event that the Website or the full functionality of Zeller Services are unavailable to you or due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.
  4. We and the Service Providers do not guarantee the delivery of communications over the internet as such communications rely on third party service providers. The exchange of information electronically is vulnerable to interception by third parties and we do not guarantee the security or confidentiality of information available through the Zeller Services nor the security of the Zeller Services. Whilst we strive to protect information transmitted via the Zeller Services, any such information is transmitted at your own risk.
  5. To the extent permitted by law (including the ACL), Zeller's liability in respect of any non-excludable warranties or conditions relating to the Zeller Services, all links to or from the Zeller Services and the goods and services advertised or accessible using the Zeller Services is limited to resupplying the relevant Zeller Services or the reasonable cost of resupplying the relevant Zeller Services, whichever Zeller sees fit to provide.
  6. For all other Claims or liability, and to the extent permitted by law, the maximum liability of Zeller and its employees, agents or contractors (including, the Service Providers) for any Loss, damage, Claim, cost or expense whatsoever arising out of or in connection with these Terms, the Zeller Services, all links to or from the Zeller Services and the goods and services advertised or accessible using the Zeller Services will be the amount of any Fee received from you in the preceding month in the aggregate of all Claims.
  7. Except where Zeller or a Service Provider fails to meet a consumer guarantee under the ACL and notwithstanding any other provision of these Terms, Zeller or a Service Provider will not be liable to you for:
    1. any damage, Loss or expense resulting from or caused by:
      1. any act of Zeller which was carried out in good faith (notwithstanding that such act may have been in breach of these Terms or negligent);
      2. any act or omission of any third party;
      3. any inaccurate or incorrect information provided by you;
      4. any event or circumstance beyond Zeller's reasonable control including, without limitation, a Force Majeure Event;
      5. any breach of these Terms, negligence, default, fraud or dishonesty by you;
    2. any direct or indirect lost profit, loss of opportunity, incidental, consequential or special damages, howsoever the loss is caused and regardless of whether it was foreseeable or not; and
    3. to the extent permitted by Applicable Law, in the case of contributory negligence, a party’s liability to the other party under or in connection with these Terms will be reduced proportionately by the extent, if any, to which the acts or omissions of the first party or those of any of its Personnel or contractors caused or contributed to the relevant loss or damage suffered or incurred by the second party.

29.Indemnity

!You indemnify Zeller in connection with you use of the Zeller Services

You agree to indemnify Zeller and the Service Providers in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings incurred howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following:

  1. any breach of these Terms by you;
  2. any wrongful, wilful or negligent act or omission of You or any of Your officers, employees, agents or contractors.

30.Jurisdiction and Law

These Terms are governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter.

 

31.Assignment

  1. You may not assign or charge your rights under these Terms without our prior written consent.
  2. We may, in our sole discretion, assign, novate or transfer our rights or obligations arising out of these Terms by giving notice to you.
  3. In respect of any of the Acquiring Services, the relevant Acquirer may assign, novate or transfer our rights or obligations arising out of these Terms by giving notice to you.
  4. Any reference to Zeller in these Terms is a reference to either Zeller Holdings Pty Ltd or Zeller Australia Pty Ltd as determined by Zeller in its absolute discretion.

32.Severability

Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.

 

33.Third Party Beneficiary

You agree that the Service Providers are third party beneficiaries of these Terms, with all rights to enforce such provisions as if the Service Providers were parties to these Terms.

 

34.Contacting Zeller

If you have questions about the Zeller Services, these Terms or the Privacy Policy, please contact Zeller by emailing privacy@myzeller.com.

 

35.Definitions and Interpretation

In these Terms unless the context requires otherwise:

Acquirer means:

  1. in respect of the AMEX Payment Services, American Express Australia Limited;
  2. in respect of the Card Scheme Services, the Card Scheme Acquirer, being Cuscal Limited;
  3. in respect of the Non-Scheme Payment Services, the Non-Scheme Acquirer, being FlexeWallet Pty Ltd; and
  4. in respect of the BNPL Payment Services, the BNPL Provider, being Zip Co Limited.

Acquiring Services means the AMEX Payment Services, the Card Scheme Services, the Non-Card Scheme Services and the BNPL Payment Services.

AMEX means American Express Australia Limited;

AMEX Payment Services means the services to be provided by Zeller under these Terms in relation to AMEX Transactions and Transactions in relation to the "Japan Credit Bureau" Payment Method operated by JCB.

Applicable Law means the Corporations Act, and any other statute, statutory instrument or general law that is applicable to a party in connection with these Terms, together with:

  1. regulation or best practice industry guidance notes issued by AusPayNet, ASIC, the OAIC, AUSTRAC, or a similar Australian regulator;
  2. any non-statutory rule of any Industry Body that is applicable to the governance of Card processing, such as the PCIDSS; or;
  3. any other non-statutory rule or a non-statutory mandatory code of conduct applicable to the Zeller Services or the processing of Card Scheme Transactions or Non-Scheme Transactions, including Scheme Rules,

as amended, consolidated or replaced from time to time.

Application Form means the application form to become a User made available on the Website or by Zeller, from time to time.

ASIC means the Australian Securities and Investment Commission, the Australian regulator responsible for financial services licensing, regulation and enforcement.

AusPayNet means the Australian Payments Network, the body responsible for issuing regulation and guidelines relating to payment systems, devices and frameworks.

Australian Consumer Law means the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth).

BNPL Provider means Zip Co Limited.

BNPL Payment Services means the services to be provided by Zeller under these Terms in relation to BNPL Transactions.

Breach Notice has the meaning given to that term in clause 26.3(a).

Business Day means a day other than Saturday or Sunday on which banks are open for general banking business in Sydney.

Business Hours means 9:00am to 5:30pm AEST/AEDT (as applicable) on a Business Day.

Card means:

  1. a valid financial transaction card issued by a member or affiliate of a Card Scheme;
  2. any other financial transaction card or financial transaction method in respect of a Payment Method. 

Cardholder means a person to whom a Card has been issued.

Card Data or Cardholder Data means any 'cardholder data' or 'sensitive authentication data' as those terms are defined in the PCIDSS. 

Card Scheme means any association that provides common branding for Payment Methods and sets rules and regulations concerning use of those Payment Methods. This includes schemes known as Visa, MasterCard, and EFTPOS and any other Payment Methods supported by the Card Scheme Acquirer.

Card Scheme Acquirer means Cuscal Limited ACN 087 822 455.

Card Scheme Payment Method means any Payment Method provided by or in respect of a Card Scheme.

Card Scheme Services means the services to be provided by Zeller under these Terms in relation to Card Scheme Transactions.

Change in Control means, in respect of a person (the first person), when:

  1. the person or persons who Controlled the first person cease to Control the first person; or
  2. the person or persons who did not Control the first person Control the first person.

Chargeback means a Transaction that is charged back to the User, whether initiated by the Acquirer. Cardholder or Zeller, in accordance with these Terms and any Applicable Laws.

Claim means in relation to a party, a demand, claim, action or proceeding made or brought by or against that party, however arising and whether present, unascertained, future or contingent.

Confidential Information means all information belonging or relating to Zeller and/or the Zeller Services, whether oral, graphic, electronic, written or in any other form, that:

  1. is or should reasonably be regarded as, confidential to Zeller; or
  2. is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms.

Control has the meaning given in section 50AA(1) of the Corporations Act. 

Corporations Act means the Corporations Act 2001 (Cth).

Credit Reporting Body has the meaning given to this term in the Privacy Laws. 

Data means all Card Data and Transaction Data stored or processed by Zeller or the User under these Terms.

Data Breach means an actual or suspected loss of or unauthorised access to Data.

Defect means if the Terminal hardware does not conform to the applicable specifications and that the User is not able to use the Zeller Services in line with these Terms.

Direct Debit Authority means the authority from you to us contained in Part F of these Terms.

Documentation means the documentation relating to the Zeller Services to be provided by Zeller described in clause 6(a).

  1. EFT System means the system through which, on instructions received by the User, a Cardholder's bank account is debited and the User Account is credited or vice versa as the case may be:
    1. in relation to goods or services supplied by the User through a Store to the Cardholder; or
    2. with the amount of any refund in respect of goods or services supplied by the User through a Store to the Cardholder.

Enhanced Zeller Payment Services mean the services described in clause 13. 

Fees means the fees as referred to in clause 20 and set out at https://myzeller.com/pricing

Force Majeure Event means any act, event or cause including:

  1. an act of God, peril of the sea, accident of navigation, war, sabotage, riot, act of terrorism, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of the party concerned), epidemic, quarantine, radiation or radioactive contamination;
  2. an action or inaction of a Government Agency, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; or
  3. breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material,

To the extent that the act, event or cause directly or indirectly results in a party being prevented from or delayed in performing one or more of its obligations under these Terms and that act, event or cause is beyond the reasonable Control of that party.

GST has the meaning given to that term in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Industry Body includes the Australian Payments Network (APN) (formally known as the Australian Payments and Clearing Association (APCA)), Australian Prudential Regulatory Authority (APRA), the Reserve Bank of Australia (RBA), the Australian Securities and Investments Commission (ASIC), and any other regulatory body regulating a Card Scheme Transaction or Non-Scheme Transaction from time to time, and any recognised securities exchange including ASX and Chi-X.

Invalid Transaction has the meaning given in clause 5.2.

JCB means JCB Co., Ltd.

Loss means losses, liabilities, claims, proceedings, actions, demands, damages, costs, charges, expenses or diminution in value, however arising, and whether present or future, fixed or unascertained, actual or contingent.

Merchant Category Code means the four digit number used to classify a merchant by the type of goods or services it provides. 

Non-Scheme Acquirer means FlexeWallet Pty Ltd trading as ChinaPayments.

Non-Scheme Body means any person, entity or body that provides or administers any Non-Scheme Payment Method.

Non-Scheme Payment Method means any Payment Method that is not cash or a Card Scheme Payment Method, including payment by use of:

  1. the Payment Method known as "AliPay";
  2. the Payment Method known as "WeChatPay"; or
  3. any other Payment Method supported by the Non-Scheme Acquirer.

Non-Card Scheme Services means the services to be provided by Zeller under these Terms in relation to Non-Card Scheme Transactions.

OAIC means the Office of the Australian Privacy Commissioner.

Offline Transactions means a Transaction where no authorisation is received from the relevant Card Scheme or Non-Scheme Body.

Payment Facilitator means a User who providing acquiring services to sub-merchants or who otherwise seeks to make the Zeller Services available to a third party merchant. 

Payment Method means a method by which a consumer transacts with the User for payment of goods or services received by that consumer from the User, including by use of a card or other device (including virtual and digital devices and electronic chips).

PCIDSS means the Payment Card Industry Data Security Standard published by the PCI Security Standards Council or such other minimum standards for enhancing payment and account security required by Zeller, or any Card Scheme, from time to time.

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form, electronic form or otherwise, about an identified individual or an individual who is reasonably identifiable, and includes anything that is defined as personal information or as sensitive information in the relevant Privacy Laws

Privacy Law means any applicable Law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi-governmental body which relates to privacy or health information, including without limitation the Privacy Act 1988 (Cth) and the Australian Privacy Principles under that Act, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth), and any Australian (including State or Territory) legislation from time to time in force which relates to or affects privacy rights or Personal Information.

Recurring Transaction means when the User is authorised to make regular drawings on a Card at predetermined intervals (not to exceed one year between Transactions) with the Cardholder’s written authority.

Related Corporation means, in the case of a party, any entity that is Controlled by, or under common Control with, that party, including but not limited to, subsidiary corporations or entities. 

Sale Refunds has the meaning given to that term in clause 4.6.

Scheme Rules means any rules issued by a Card Scheme, from time to time, to govern its respective Payment Method.

Security Deposit means an amount payable by the User to Zeller to be held by Zeller as security for any amounts payable by the User under these Terms, as determined in accordance with clause 8. 

Service Providers means Zeller's service providers as appointed from time to time, including but not limited to the Acquirers;

Suspendable Action means Zeller reasonably considers that:

  1. the User has, or is likely to have, breached these Terms or any Applicable Law; 
  2. the User has failed to provide Zeller with any information it has requested under these Terms; or
  3. if it does not suspend the Zeller Services or any of them, the User's conduct, or continuation of the User's conduct, will result in a breach by either the User or Zeller of these Terms or any Applicable Law;.or
  4. risk assessments are required to be completed by Zeller.

Suspended Servicehas the meaning given to it in clause 9.2.

System means your systems for accessing the Zeller Services;

Transaction means any sales transaction or sales refund transaction effected pursuant to these Terms between a Card Holder and the User.

Team Card has the meaning given to that term in clause 14.

Team Member means your employees, contractors or other personnel which have been approved by Zeller.

Terminal means an electronic terminal obtained by the User from Zeller for the processing of Transactions from time to time.

Terminal Warranty Period means the period in which Zeller will fix or refund for a Defect, being 12 months.

Transaction Data means any data generated by Zeller in the processing of a Transaction, and includes any data produced as the result of processing, or failing to process, a Transaction, but excludes Card Data. 

Unlawful Act means, collectively and individually, when Zeller's involvement in a Transaction or performance of any service in respect of that Transaction might in any way cause Zeller to:

  1. to breach any Applicable Law;
  2. to deal in any way with any person (natural, corporate or governmental) that is sanctioned, or is connected in any way to any person that is sanctioned, under economic and trade sanctions imposed by the United Nations, the European Union or any country;
  3. to breach any sanction of any kind imposed by any country (including any sanction that supports a decision or resolution of the United Nations Security Council);
  4. to deal in any way with any person (natural, corporate or governmental) that has been listed or named by any government, or independent authority (such as the United Nations or the European Union), as a person who is in any way suspected of being involved (or potentially involved) in terrorism or in any activities connected with terrorism; or

Zeller Account has the meaning given to it under clause 11.

Zeller Legacy Card has the meaning given to it under clause 12.

Zeller Services has the meaning given to that term in clause 1(a).

Zeller System means the systems used by Zeller and its Service Providers to process Transactions in performing the Zeller Services (and includes Terminals, internet payment gateways, the switch, network routers, firewalls, load balancers and VPN concentrators and any other Acquirer hardware or software owned by or under the responsibility of Zeller or its contractors which are related to the Zeller Services), but excluding the User System and systems of Card Schemes.

Interpretations 

In these Terms unless the context requires otherwise:

  1. the singular includes the plural and vice versa;
  2. a gender includes the other genders;
  3. the headings are used for convenience only and do not affect the interpretation of these Terms;
  4. other grammatical forms of defined words or expressions have corresponding meanings;
  5. a reference to a document includes the document as modified from time to time and any document replacing it;
  6. a reference to a party is to a party to these Terms and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
  7. if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
  8. the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any body or entity whether incorporated or not;
  9. the word "month" means calendar month and the word "year" means 12 months;
  10. the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;
  11. a reference to a thing includes a part of that thing;
  12. a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
  13. wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";
  14. money amounts in these Terms are stated in Australian currency unless otherwise specified;
  15. a reference to time is to Melbourne, Australia time;
  16. a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body which performs most closely the functions of the defunct body;
  17. any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately; and
  18. any agreements, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and separately.

Part F: Direct Debit Authority

!This part authorises us to deduct amounts from your linked bank account in line with these Terms.

36.Direct Debit Authority Definitions

In addition to the definitions in clause 35, for the purposes of this part:

account means the account held at your financial institution from which we are authorised to arrange for funds to be debited, as notified by you to us in your Application Form;

agreement means this Part E of the Terms;

banking day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia;

debit day means the day that payment by you to us is due.

debit payment means a particular Transaction where a debit is made.

Direct Debit Request means the written, verbal or online request between us and you to debit funds from your account.  An application to become a User is a Direct Debit Request to debit the account specified in your Application Form for the purposes outlined in these Terms.

your financial institution means the financial institution at which you hold the account you have authorised us to debit.

 

37.Debiting your account

  1. By submitting a Direct Debit Request, you have authorised us to arrange for funds to be debited from your account. The Direct Debit Request and this agreement set out the terms of the arrangement between us and you.
  2. We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request.
  3. If the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following banking day. If you are unsure about which day your account has or will be debited you should ask your financial institution.

38.Amendments by us

We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least 14 days written notice sent to the preferred email or address you have given us in the Direct Debit Request.

 

39.How to cancel or change direct debits

You can: 

  1. cancel or suspend the Direct Debit Request; or
  2. change, stop or defer an individual debit payment at any time by giving us at least 7 days' notice.

To do so, contact us at support@myzeller.com or by telephoning us on 1800 ZELLER (935 537) during Business Hours.

You can also contact your own financial institution, which must act promptly on your instructions.

 

40.Your obligations

  1. It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request.
  2. If there are insufficient clear funds in your account to meet a debit payment:
    1. you may be charged a fee and/or interest by your financial institution;
    2. we may charge you reasonable costs incurred by us on account of there being insufficient funds; and
    3. you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed time so that we can process the debit payment.
  3. You should check your account statement to verify that the amounts debited from your account are correct.

41.Dispute

  1. If you believe that there has been an error in debiting your account, you should notify us directly on support@myzeller.com. Alternatively you can contact your financial institution for assistance.
  2. If we conclude as a result of our investigations that your account has been incorrectly debited we will respond to your query by arranging within a reasonable period for your financial institution to adjust your account (including interest and charges) accordingly.  We will also notify you in writing of the amount by which your account has been adjusted.
  3. If we conclude as a result of our investigations that your account has not been incorrectly debited we will respond to your query by providing you with reasons and any evidence for this finding in writing.

42.Accounts

You should check:

  1. with your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by financial institutions;
  2. your account details which you have provided to us are correct by checking them against a recent account statement; and
  3. with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.

43.Confidentiality

  1. We will keep any information (including your account details) in your Direct Debit Request confidential.  We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.
  2. We will only disclose information that we have about you:
    1. to the extent specifically required by law; or 
    2. for the purposes of this agreement (including disclosing information in connection with any query or Claim).

44.Contacting each other

  1. If you wish to notify us in writing about anything relating to this agreement, you should write to support@myzeller.com
  2. We will notify you by sending a notice to the preferred address or email you have given us in the Direct Debit Request.
  3. Any notice will be deemed to have been received on the second banking day after sending.

Part G: Zeller Debit Card Terms

!This part sets out the conditions governing the use of the Zeller Debit Card component of the Enhanced Zeller Payment Services.

In this Part G unless the context requires otherwise:

AFSL means Australian Financial Services Licence.

Available Balance means the total funds that are recorded by us in your Zeller Account received through use of the Zeller Device, or funded through other methods. The Available Balance is the amount available for transactions through the EZPS and External Transfers, less any purchases, authorisations, fees and charges or other amounts debited under the Terms and Conditions.

Biometric Identifier means a fingerprint, faceprint or any other similar biometric identifier.

Business Day means a day that is not a Saturday, Sunday or public holiday being a day on which banks are open for general banking business in Brisbane, Queensland.

Card means the Zeller Debit Card unless referenced separately, means a Physical or Tokenised Card.

Contactless Terminal means a terminal that can be used to make a Contactless Transaction.

Contactless Transaction means a transaction made by holding a Card (which is capable of making a Contactless Transaction) in front of a Contactless Terminal, to complete a transaction, rather than inserting the card into the terminal.

EFTPOS/POS means electronic funds transfer at point of sale.

Electronic Banking Terminal means the EFTPOS device included in an authorised interchange network.

Electronic Communication means a message which is sent to you and which you receive electronically, in a form that you can retain for later reference such as by printing or by storing for later display.

Expiry Date means the expiry date printed or displayed on the front of the Card.

External Transfer means a transfer from your Available Balance to a bank account using the Zeller Dashboard.

Financial Claims Schemes means the scheme administered by the Australian Prudential Regulation Authority (APRA) to protect depositors of authorised deposit-taking institutions from potential loss due to the failure of these institutions.

Identifier means information that you know but are not required to keep secret and which you must provide to perform a transaction (for example, a Card number).

Mastercard means Mastercard International Incorporated.

Mastercard Scheme Rules means the Mastercard Scheme Rules and the Mastercard Technical Operational and Security Rules.

Negative Balance means a negative rather than a positive Available Balance.

PAN means the 16-digit Primary Account Number, which is the number embossed on the rear of the Card or provided in your Device.

Pass Code means a password or code that you must keep secret that is used to authenticate your identity or a transaction. Examples include a code delivered to you by text or email which is required to perform a transaction (often called ‘Two Factor Authentication’).

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not and whether recorded in a material form or not, about you when your identity is apparent or can reasonably be ascertained from the information or opinion.

Physical Card means the plastic Mastercard issued as part of the Card Facility.

PIN means the four-digit personal identification number which we issue to you to access some of the Card services.

POS Transaction means Point of Sale transactions.

Product Disclosure Statement means this document.

Security Requirements means the Security Requirements described under section 45.6 “Security”.

Zeller Debit Card Terms and Conditions means this Part G of these Terms.

Unauthorised Transaction means a transaction not authorised by you but does not include any transaction carried out by you or by anyone performing the transaction with your knowledge and consent.

we, us, our means Zeller and, except where the context indicates a different intention, also includes any agent acting on behalf of Zeller

Website means the secured web site for the Card, being the Zeller Dashboard available at dashboard.myzeller.com and any additional or replacement website we notify you as the website for the purposes of these Terms & Conditions from time to time.

You refers to a person who has opted in for and been (or is to be) issued with the Card. Any other grammatical form of the word “you” has a corresponding meaning.

Zeller means Zeller Australia Pty Ltd. ACN 649 001 383.

Zeller Account means the account you have opened with Zeller, which allows you to operate and manage the Available Balance, your use of the Zeller Device and the Card.

Zeller Dashboard means the portal accessed through the Website which allows you to manage your Zeller Device, Zeller Account and the Card, including transferring funds from the Card.

Zeller Device means the electronic point of sale device purchased from Zeller and registered to you through the Website, which is used by you to accept card payments at point of sale from consumers.

 

45.Overview

This Part G governs the use of the Card. Please read it carefully and keep a copy for your records. By accepting electronically or using the Card, you agree to be bound by these Terms & Conditions. You also acknowledge and agree to the disclosures and other information contained in the Product Disclosure Statement. Those disclosures and information form part of the agreement between you and Zeller except to the extent that this Part G provide otherwise or qualify the disclosures and information.

Important points to remember to safeguard your Card:

  1. memorise your PIN and never store it with or near your Card;
  2. never lend your Card to anyone;
  3. never communicate your PIN, or a Pass Code you have received, to anyone;
  4. try to prevent anyone else seeing you enter your PIN into an Electronic Banking Terminal;
  5. never leave your Card unattended, e.g. in your car or at work;
  6. immediately report the loss, theft or unauthorised use of your Card through the Website;
  7. examine your account statement online to identify and report, as soon as possible, any instances of unauthorised use; and
  8. for security reasons, on the Expiry Date destroy the Physical Card by cutting it diagonally in half.

45.1The Card

  1. The Card is a debit Mastercard card and there must be an Available Balance before it can be used.
  2. The Card allows purchases to be made wherever Mastercard cards are honoured for electronic transactions if a sufficient Available Balance exists for the transaction.
  3. The Card is not a Credit Card.
  4. The Card is not a facility by which Zeller takes deposits from you.
  5. If you permit someone else to make a purchase with the Card, you will be responsible for any transactions initiated by that person with the Card.
  6. There is no interest payable to you on the credit balance on the Card.
  7. The Card remains the property of Zeller and you must surrender the Card to us if we ask for it to be surrendered.

45.2Using the Card

  1. You must register as the cardholder of the Card via the Website by following the prompts.
  2. Upon registration, your Card will be activated and ready for use.
  3. You can perform an External Transfer from your Available Balance to a bank account using the Zeller Dashboard. There are no limits to the value, or number, of External Transfers;
  4. You can purchase goods and services using your Card and the payment is debited against your Available Balance. The Card allows you to purchase goods and services:
  1. at an outlet within Australia that has EFTPOS available by either:
  2. selecting the ‘credit’ button wherever Mastercard cards are accepted; or
  1. making a contactless payment.
  2. over the telephone or the internet by providing the PAN, expiry date and security code; or
  1. at outlets overseas wherever Mastercard cards are accepted.
  1. When you are paying for goods and services by selecting the ‘credit’ button at a Point of Sale terminal or providing the Card number to a merchant over the telephone or the Internet, you’ll be covered by Mastercard’s Zero Liability Protection Policy. This means you are protected against Unauthorised Transactions. Mastercard’s Zero Liability Protection Policy does not apply to transactions not processed by Mastercard.
  2. Zeller may also use your Available Balance to cover any amounts owed by you under these Terms. This may include fees payable to Zeller or other amounts you owe to Zeller or third parties.
  3. You agree not to make or attempt to make transactions that exceed the Available Balance.
  4. If you make or attempt to make any transactions that exceed the Available Balance then you will be liable for any Negative Balance, along with any costs or interest we incur in recovering or attempting to recover from you the amount owing.
  5. If a Negative Balance arises, that does not mean that a Negative Balance will be allowed to arise or be increased on subsequent occasions.
  6. You can use your Card within the limits specified in section 45.4 provided that you do not exceed the Available Balance and the expiry date for the Card has not passed.
  7. Zeller may restrict or stop the use of the Card if excessive uses of the Card or other suspicious activities are noticed.
  8. You cannot “stop payment” on any transaction after it has been completed. If you have a problem with a purchase made with the Card, or a dispute with a merchant, you must deal directly with the merchant involved. If you cannot resolve the dispute with the merchant, you should contact Zeller.
  9. If you are entitled to a refund for any reason relating to a transaction, you agree to accept the refund under the policy of that specific merchant. Refunds may be in the form of a credit to your Card, Cash refund or in store credit. If the Card is expired or revoked before you have spent any value loaded to the Card resulting from a refund then you will have no access to those funds unless a replacement Card has been issued to you.
  10. We are not liable in any way when an authorisation is declined for any particular transaction regardless of reason.
  11. If you permit someone else to use the Card, you will be responsible for any transactions initiated by that person with the Card.

45.3Foreign Transactions

The Available Balance on your Card is in Australian dollars. Transactions made in a currency other than Australian dollars will be subject to the prevailing Mastercard exchange rate at the time plus a 1.69% + $0.79 foreign exchange fee. 

Example of Foreign Exchange Fee:

You make a purchase from a merchant located outside Australia (e.g. USA);

At the time, Mastercard’s prevailing exchange rate is US$1.00 = $1.30 Australian; You spend US$200.00;

The Australian dollar amount is US$200.00 x $1.30 = $260.00;

The foreign exchange fee is therefore (1.69% x $260.00) + $0.79 = $5.18

For a full listing of fees and charges please refer to section 45.3 Fees and Charges.

 

45.4Limitations of use of the Card

The following limitations apply to the Card:

  1. the Card may not be used for, and authorisation may be declined for, any illegal transactions; and
  2. some retailers may choose not to accept Debit Mastercard cards.

The following table illustrates the transaction and load limits applicable to the Card. Merchants or other providers of facilities may impose additional limits.

Transaction Limit

Maximum Point of Sale transaction amount (on any one card transaction)

$25,000

 

45.5PIN, Pass Codes and Changing your PIN

Your PIN will be set at the time you activate your Card. Your Card is activated through the Website. In order to activate the Card, you must have created a Zeller Account and completed any necessary registration steps which includes the input of your 10 digit Card ID printed on the rear of your Card. You will elect a PIN of your choice at the time of activation. You must not disclose your PIN to any other person.

A Pass Code may be provided to your registered Device to complete a transaction – this is often referred to as Two Factor Authentication. Where you are provided a Pass Code for Two Factor Authentication, you must not disclose that Pass Code to any other person.

To change your PIN, go to:

  1. the Website where you will be prompted to enter your Zeller Account credentials. In order to change your PIN, you must have created a Zeller Account, completed any necessary registration steps and have previously activated a Card.
  2. from the available Cards, select the Card you wish to change the PIN;
  3. You will be prompted to select your email or your mobile telephone number (both of which are associated with your Zeller Account) to receive a Pass Code;
  4. a Pass Code will be sent to your email or your mobile telephone number;
  5. You will be required to input the Pass Code and then enter the PIN of your choice.

If you have any technical difficulty changing your PIN, please contact Zeller on 1800 935 537.

 

45.6Security

You must make sure that you keep the Card, Identifiers and any PINs or Pass Codes safe and secure. The precautions we require you to take (Security Requirements) are set out below.

You must not:

  1. allow anyone else to use the Card;
  2. interfere with any magnetic stripe or integrated circuit on the Card;
  3. unnecessarily disclose the PAN;
  4. write the PIN on the Card;
  5. carry the PIN with the Card;
  6. carry the PIN or record the PIN on anything carried with the Card, unless you make a reasonable attempt to protect the security of the PIN; or
  7. voluntarily disclose the PIN to anyone, including a family member or friend.
  8. allow someone else to register a Biometric Identifier on your Device; or
  9. provide any Device Pass Code to another in order to access your Device.

45.7Loss, Theft and Misuse of Cards

If you know or have reason to suspect that your Card is lost or stolen or damaged, likely to be misused or you have reason to suspect that someone else may know the PIN, you must immediately notify Zeller. We will then suspend your Card to restrict further use.

You may be required to confirm details of the loss, theft or misuse in writing (and to provide particular information in the confirmation) and you must comply with that requirement.

If any lost Card is subsequently found, it must not be used. You must not attempt to use the Card.

Should your Card be retained by any ATM, the Card is deemed to be lost or stolen and hence cannot be recovered. In that event, you will need to contact Zeller on 1800 953 357 or via email at support@myzeller.com and arrange to be issued with a new Card. There is no fee involved to have a replacement Card issued.

 

45.8Liability for Unauthorised Transaction

Where you are not liable

You will not be liable for losses resulting from Unauthorised Transactions where it is clear that you have not contributed to the loss.

You will not be liable for losses resulting from Unauthorised Transactions are caused by:

  1. fraud or negligence by our employees or agents, a third party involved in networking arrangements, or a merchant or their employee or agent;
  2. a Card, Identifier or Pass Code which is forged, faulty, expired or cancelled;
  3. a transaction requiring the use of a Card and/or Pass Code that occurred before you have received the Card and/or Pass Code (including a reissued Card and/or Pass Code);
  4. a transaction being incorrectly debited more than once to your Card; or
  5. an Unauthorised Transaction performed after you have informed us that your Card has been misused, lost or stolen, or the security of a Pass Code has been breached.

You are not liable for loss arising from Unauthorised Transactions that can be made using an Identifier without the Card or a PIN. Where a transaction can be made using the Card without a PIN, you are liable only if you unreasonably delay reporting the loss or theft of a Device or the Physical Card.

Where you are liable

You are liable for loss resulting from an Unauthorised Transaction if we can prove on the balance of probability that you contributed to the loss through fraud or breaching sections 45.6 and 45.7 of these Terms and Conditions. In those circumstances you are liable in full for the actual losses that occur between when you become aware of the security compromise, theft or misuse of a Card, or should reasonably have become aware in the case of a lost or stolen Physical Card or breach of PIN security is reported to us, however:

  1. you are not liable for the portion of losses incurred on any one day more than any applicable daily transaction limit; and
  2. you are not liable for the portion of losses incurred in any period more than any applicable periodic transaction limit; and
  3. you are not liable for the portion of losses that exceeds that Available Balance; and
  4. you are not liable for the portion of losses incurred if both parties had not agreed that the Available Balance could be accessed using the Card and/or PIN used to perform the transaction.

You will be liable for losses arising from an Unauthorised Transaction if we can prove on the balance of probability that you contributed to those losses by unreasonably delaying reporting the misuse, loss or theft of a Card, or that the security of all PIN has been breached. In those circumstances, you are liable in full for the actual losses that occur between when you become aware of the security compromise, or should reasonably have become aware in the case of a lost or stolen Card, but:

  1. you are not liable for the portion of losses incurred on any one day in excess of any applicable daily transaction limit; and
  2. you are not liable for the portion of losses incurred in any period in excess of any applicable periodic transaction limit; and
  3. you are not liable for the portion of losses that exceeds the Available Balance; and
  4. you are not liable for the portion of losses incurred if we and you had not agreed that the Available Balance could be accessed using the Card and/or PIN used to perform the transaction.

If a PIN was required to perform an Unauthorised Transaction not already covered above, you will be liable for the actual loss at the time that the misuse, loss or theft of a Card or breach of PIN security is reported to us, excluding that portion of the losses incurred on any one day which exceeds any relevant daily of other periodic transaction limit.

If you report an Unauthorised Transaction, we will not hold you liable for losses arising from the Unauthorised Transaction for an amount greater than your liability if we exercised any rights under Mastercard Scheme Rules, at the time of the report, against other parties to the Mastercard scheme (for example, chargeback rights).

Important Information about Chargebacks

A chargeback is a right under the Mastercard Scheme Rules by which a transaction can effectively be reversed by us debiting an amount to the merchant’s financial institution and crediting back to your Available Balance. We can only process chargebacks if the Mastercard Scheme Rules allow us to.

In some circumstances, you may be able to request a chargeback of a transaction when you have a dispute with a merchant; for example:

  1. where goods or services you paid for using the Card were either not as described or defective;
  2. where goods or services you paid for using the Card were not provided;
  3. where there was an Unauthorised Transaction on the Card;
  4. the transaction amount differs to the purchase amount; or
  5. where you believe a transaction has been duplicated.

If you believe that you are entitled to a chargeback, you must notify us as soon as possible by contacting Zeller as the Mastercard Scheme Rules impose time limits for initiating chargebacks. The time limit is generally 90 days from the date of the disputed transaction.

If you request a chargeback, we may need you to provide additional information. If we do ask you for additional information and you do not provide it within 10 days, then you may lose any rights to the chargeback and if it has already been processed, we may reverse it.

Please note that if we process a chargeback, the merchant may have rights under the Mastercard Scheme Rules to have the transaction investigated further, and this can in some circumstances result in the chargeback being reversed (which means the original transaction might be reinstated by being debited to your Available Balance).

 

45.9Transactions

You acknowledge that you will not receive paper statements from us regarding the operation of your Card. Periodic statements showing the transactions on your Card and the Available Balance are available on the Website.

Provided you have registered your Card, its balance and transaction history will be made available 24 hours a day, 7 days a week through the Website at no charge (see section 45.2 “Using the Card”).

If you notice any error (or possible error) in any transaction or statement relating to Card, then you must notify Zeller immediately. We may request you to provide additional written information concerning any error (or possible error) and you must comply with that request.

It is your responsibility to regularly review your transaction history to identify Unauthorised Transactions.

 

45.10Card Expiry

The Card is valid until the expiry date shown on it unless it is cancelled before then.

Your Card cannot be used after expiry. You cannot access any value loaded on the expired Card unless a replacement Card is issued to you.

We may issue you with a replacement Card if requested by you at any time after expiry and provided you have registered your details with us, including your name and Australian address. We reserve the right not to issue a replacement Card to you, in which case we will return any Available Balance on your Card to you.

 

45.11Replacement Cards

If your Card is misused, lost or stolen, you should notify Zeller so that your Card can be cancelled.

You can request Zeller to provide you with a replacement Card.

A replacement Card will be arranged after you notify us that your Card or Card details are misused, lost or stolen and the misused, lost or stolen Card has been blocked. You will need to register and activate the new Card in accordance with section 45.12.

 

45.12Card Revocation and Cancellation

You may ask for the Card to be cancelled at any time. If you ask for the Card to be cancelled and we ask you to, you must surrender or destroy the cancelled Physical Card, and you must not use the cancelled Card.

We may cancel your Card at any time. Where possible, we will give you 20 days advance notice of the cancellation. However, we may act without prior notice if:

  1. we believe that use of the Card may cause loss to you or to us; or
  2. we believe that it is required for security purposes; or
  3. you breach any material term or conditions of this PDS, including these Terms and Conditions; or
  4. we suspect the Card has been used illegally.

If we cancel your Card, we will give you notice as soon as reasonably practical afterwards.

We may revoke the Card at any time without cause or notice. If we ask you to, you must surrender or destroy the revoked Card and you must not use the revoked Card. When you surrender the Card, you must give us your correct name and contact address.

On the revocation or cancellation of the Card, we will pay the Available Balance to you when:

  1. we are satisfied that there are no un-cancelled or unexpired authorisations or approvals on your Card;
  2. we are satisfied that there are no further amounts that we will be debiting, or that we anticipate debiting, against the Available Balance;
  3. we are satisfied the funds on your Card belong to you;
  4. if we require it, we have received the surrendered or cancelled Card from you; and
  5. you give us instructions to pay the Available Balance by sending it to a bank account nominated by you.

45.13Liabilities and Disclaimers

We are not liable:

  1. if, through no fault of our own, the Available Balance is not enough to cover a transaction;
  2. if, through no fault of our own, a terminal or system does not work properly;
  3. if circumstances beyond our control prevent a transaction, despite any reasonable precautions having been taken by us;
  4. for any loss resulting from any failure due to events outside our reasonable control;
  5. for any loss resulting from any system failure or industrial dispute outside our reasonable control;
  6. for any industrial dispute;
  7. for any refusal to accept the Card;
  8. for any indirect, special or consequential losses;
  9. for any infringement by you of any currency laws in the country where the Card is issued or used;
  10. for any dispute between you and the supplier of any goods or services purchased with the Card;
  11. for our taking any action required by any government, federal or state law or regulation or court order; or
  12. for anything specifically excluded or limited elsewhere in these Conditions of Use.

Our liability in any event shall not exceed the amount of the Available Balance except in relation to:

  1. Unauthorised Transactions; and
  2. consequential losses arising from a malfunction of a system or equipment provided by any party to a shared electronic network (unless you should reasonably have been aware that the system or equipment was unavailable or malfunctioning, in which case our liability is limited to correcting any errors and refunding any fees or charges imposed on you)

We:

  1. do not make or give any express or implied warranty or representation in connection with the Card (including quality or standard or fitness for any purpose), other than as set out in the PDS and these Terms and Conditions or when the warranty or representation is imposed or required by law and cannot be excluded; and
  2. are not liable for any loss you suffer (including indirect or consequential loss) arising in connection with the Card (whether a failure to provide the Card or its loss, theft or destruction).

We are not otherwise liable for the use, functionality or availability of compatible contactless terminals, or a reduced level of service caused by the failure of third party communications and network providers.

Any failure or delay enforcing a term of these Terms and Conditions does not mean a waiver of them.

 

45.14Anti-Money Laundering and Counter Terrorism Financing Obligations

We are subject to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and the rules and other subordinate instruments under the Act (AML/CTF Laws). Before the Card can be activated, we are obliged to collect certain identification information from you (and verify that information) in compliance with the AML/CTF Laws. Customer identification information includes detailed 'know your customer' (KYC) information about the Cardholder such as:

  1. name, and
  2. address, and
  3. date of birth.

We may be prohibited from offering services or entering into or conducting transactions with you if you do not provide this information.

You should be aware that:

  1. We are not required to take any action or perform any obligation under or in connection with the Card if it is not satisfied as to your identity, or where there are reasonable grounds to suspect that by doing so it may breach the AML/CTF Laws;
  2. transactions may be delayed, blocked, frozen or refused where we have reasonable grounds to believe that they breach Australian law or sanctions (or the law or sanctions of another country). Where transactions are delayed, blocked, frozen or refused, we are not liable for any loss you suffer (including consequential loss) howsoever caused in connection with your Card;
  3. Zeller may from time to time require additional information from you to assist us in the above compliance process; and
  4. where legally obliged to do so, we will disclose the information gathered to regulatory and/or law enforcement agencies, banks, service providers or to other third parties.

You provide us with the following undertakings and indemnify us against any potential losses arising from any breach by you of such undertakings:

  1. you will not initiate, engage or effect a transaction that may be a breach of Australian law or sanctions (or the law or sanctions of any other country); and
  2. the underlying activity for which your Card is being provided does not breach any Australian law or sanctions (or the law or sanctions of any other country).

45.15Communications

You agree that we may give written notices or other communications to you under or in connection with these Terms by either:

  1. sending the notice, information or communication using Electronic Communication; or
  2. using Electronic Communication to notify you that the notice, information or communication is available from an electronic address (such as the Website).

You may vary your nominated email address for Electronic Communication by notifying us through the Website and satisfying us of your identity.

In addition, we may give you notices, information or other communications to you relating to the Card:

  1. by Electronic Communication to your email address last known to us or which you last gave us for sending notices and communications to you; or
  2. if the notice or communication is not personal to you – by publishing a notice to the Website.

If we give a notice, information or other communication to you electronically, you are taken to have received it on the day it is transmitted.

You agree that, for the purpose of telephone communications originated or received by us and for the purpose of Electronic Communications received by us or through the Website, we:

  1. may verify your identity by reference to any or all of the information given by you when applying for the Card or during the Card activation or any changes made to this information; and
  2. may proceed on the basis that we are satisfied by that verification.

45.16Keeping your contact details up to date

You must notify us immediately of any change to your address and other contract details by updating your details through the Website. We will not be responsible if you do not receive any notice or correspondence that has been sent in accordance with the contact details you have provided.

We accept no responsibility or liability for late, lost or misdirected SMS messages or emails caused by inaccurate provision of personal details by you, or by system constraints or failures experienced by your email or mobile phone service providers.

 

Part H: Direct Entry Services Terms

!This part sets out the conditions governing the use of the Direct Entry Payment component of the Enhanced Zeller Payment Services.

46.Settlement Services

  1. Zeller will draw the funds necessary to settle Transactions from your Zeller Account.
  2. You must take all necessary actions, including completion of documentation, attestations or certifications of compliance, as may be required to enable Zeller to provide you with the Services.

47.Direct Entry Services

47.1Zeller's role

  1. In this part, any references to Zeller include Zeller and its service providers in relation to these Services (such as the BECS Participant which Zeller has engaged to enable it to provide these Services).

47.2Settlement

  1. Zeller will:
    1. credit to your Zeller Account the aggregate value of all monies received by Zeller in respect of Debit Items and/or Credit Items on the Business Day; and
    2. debit to your Zeller Account the aggregate value of all Credit Items sent by and/or Debit Items received by Zeller on the Business Day.
  2. Zeller may reverse a credit or debit made to the Zeller Account if:
    1. you instruct Zeller to Return an amount;
    2. an amount is Returned to Zeller;
    3. You instruct Zeller to submit a Refusal;
    4. Zeller receives a Refusal;
    5. You suffer an Insolvency Event or there is a relevant and material breach of these Terms;
    6. settlement of an Item by Zeller would be an unlawful act by Zeller having regard to any decision, judgment, decree or determination of any court, administration tribunal or statutory regulator or by virtue of any change in Law;
    7. this Service has been terminated for whatever reason.
  3. You acknowledge and agree that Zeller is a mere conduit of amounts received, which will be passed on accordingly as a debit or credit to the Zeller Account. 

47.3Rights and obligations

  1. You agree that:

    1. where a Transaction does not comply with any requirement of the BECS Rules or any technical and operational requirements of Zeller, that Transaction may not be accepted by Zeller or processed by any BECS Participant. In that case, Zeller will not be liable to You for any damage or loss suffered or sustained by You as a consequence of such rejection;
    2. You must investigate and deal promptly and in good faith with any query, claim or complaint, received from a customer, relating to any alleged or wrongful credit or debit pursuant to an Item. If You fail to respond to any such query, claim or complaint within the time period specified by the BECS Rules, You agree that Zeller may debit the Zeller Account for the amount claimed to facilitate payment to the claimant;
    3. You must process and provide to Zeller any Return, Refusal or information regarding any dispute over an amount, and assist Zeller in the resolution of any issue arising out of such Return, Refusal or dispute; and
    4. You must immediately inform Zeller of any proposed changes to its name, corporate structure, financial situation, circumstances or solvency, or any other change that may be relevant to a BECS Participant.
  2. If You fail to comply with any of the requirements of this clause 47.3, Zeller may, at its discretion, refuse to accept any Transaction and return it to the customer.
  3. In accordance with the BECS Rules, Zeller may immediately suspend or terminate the Services if you are in a position where you cannot meet your settlement obligations.
  4. You acknowledge that Zeller has rights and obligations under the BECS Rules which affect BECS Participants, and that BECS Participants have rights and obligations which affect Zeller. If it becomes necessary under the BECS Rules for Zeller or BECS Participants to exercise a right or obligation that impacts you, you agree to co-operate and assist Zeller in any such matter and to be bound by the determination of that matter under the BECS Rules.

DEFINITIONS

BECS Participant means a participating financial institution member in BECS.

BECS Rules means the regulations and procedures issued by APCA from time to time governing the participation in, and the use and operation by participants, including Zeller, You and other financial institutions of, BECS.

BECS Transaction means a bulk electronic payment transaction processed through BECS, including a Credit Item, a Debit Item, a Refusal and a Return.

Credit Item means a credit payment instruction contained in a File addressed to a Ledger FI.

Debit Item means a debit payment instruction contained in a File, addressed to a Ledger FI.

Direct Entry Services means the services to be provided by Zeller to you as set out in clause 47.

File means one or more Items in an electronic format.

Item means a Credit Item and/or a Debit Item.

Ledger FI means the participant in BECS to which a Credit Item or Debit Item is addressed.

Refusal means the User's right to reject a Return in accordance with the BECS Rules.

Return means a reply from the Ledger FI indicating that the Credit Item or Debit Item was dishonoured or rejected for any reason including, but not limited to, the fact that the relevant account was unidentified, direct crediting or debiting through BECS was not available on the account, or the account was closed or suspended or contained insufficient funds.

Settlement Services means the Settlement related services provided by Zeller to you, as further described in Clause 46.

Transaction means a BECS Transaction, effected in accordance with the provision of Services by Zeller under this Direct Entry Payment Processing Services Agreement in respect of You or the Your customers.

Part I: New Payment Platform Services Terms

!This part sets out the conditions governing the use of the New Payments Platform payment component of the Enhanced Zeller Payment Services.

48.NPP SERVICES

48.1Provision of NPP Services

Subject to the other terms of this Part I, Zeller agrees to provide, the NPP Services to you in accordance with the terms of this Part I.

 

48.2Settlement Services

  1. Zeller will settle all relevant Transactions in accordance with the relevant Industry Codes (Settlement Services).
  2. Zeller will draw the funds necessary to settle Transactions from your Zeller Account. 
  3. You agree to pay Zeller an amount equal to the value of all Transactions paid to you and settled by Zeller and any amount payable by Zeller to NPPA on your behalf. You authorise Zeller to debit your Zeller Account with all such amounts.

49.Making and receiving NPP Payments using PayID

  1. Zeller may, in its discretion provide the PayID service.  Where Zeller elects to provide you with the PayID service, this clause 49 will apply.
  2. The PayID service is the NPP Payment addressing service that enables payers to make NPP Payments to payees using an alternative identifier instead of bank account details. 
  3. You do not have to have a registered PayID.
  4. Before you can create your PayID to receive NPP Payments into your Zeller Account, you have to satisfy us that you either own or are authorised to use your chosen PayID and you have an eligible Zeller Account.  
  5. Whether you choose to create a PayID for your Zeller Account or not, you and each Authorised User may use a payee’s PayID to make particular types of NPP Payments to the payee from your Zeller Account provided that:
    1. we and the payee’s financial institution support the NPP Payment service; 
    2. the payee’s account is able to receive the particular NPP Payment; and
    3. the PayID is not locked. 

49.1Choosing a PayID and PayID Name

  1. You may create a PayID as long as it is a supported PayID Type.  Some PayID Types, for example Organisation IDs, are restricted to business customers and organisations.  Only eligible customers will be able to create a PayID that is a restricted PayID Type. 
  2. You must satisfy us that you own or are authorised to use your chosen PayID before you can use it to receive NPP Payments using that PayID. This means we may ask you to provide evidence to establish this to our satisfaction, whether you are already registered for any other mobile or online banking or online payment services with us or not.
  3. Depending on the policy of a payer’s financial institution, your PayID Name may be displayed to payers who send NPP Payments to you. At the same time you create your PayID, we will either enable you to:
    1. confirm your selection of a PayID Name for display to payers; or 
    2. select an alternative PayID Name, such as your business name, for display.  
  4. We will not permit selection of a PayID Name that is likely to mislead or deceive a payer into sending you NPP Payments intended for another payee, or which for any reason is inappropriate.

49.2Creating your PayID

  1. You can create a PayID for receiving NPP Payments on the Zeller Website. We will not create a PayID for you without your prior consent. 
  2. You may choose to create more than one PayID for your Zeller Account. 
  3. If you have Authorised Users on your Zeller Account, each Authorised User may create a unique PayID for the Account.
  4. Once a PayID is created and linked to your Zeller Account, it may not be used in relation to any other account with us or with any other financial institution.

49.3Closing a PayID

  1. To close your PayID, use the Zeller Website.
  2. You must notify us immediately if you no longer own or have authority to use your PayID.

49.4Locking and Unlocking a PayID

  1. We monitor PayID use to manage PayID misuse and fraud. You acknowledge and consent to us locking your PayID if we reasonably suspect misuse of your PayID or use of your PayID to procure NPP Payments fraudulently. 
  2. Requests to unlock a locked PayID may be made using the Zeller Website.

50.NPP Transactions

  1. We allow you to make and receive Osko Payments in near real-time.
  2. We will tell you if, for any reason, we are no longer able to offer you Osko.
  3. If we are no longer able to offer you Osko, you will not be able to send or receive Osko Payments through us.
  4. Where we are able to do so we will tell you:
    1. if there are any delays in processing Transactions; and
    2. when your Transaction is likely to be completed.
  5. In order to better provide you with the Services under Osko, we may retain certain information relating to PayIDs you use. For example we may retain information relating to PayIDs you provide us in order to facilitate scheduled payments.

50.1NPP Adjustments

  1. An NPP Adjustment is an NPP Transaction initiated by us or you to adjust or reverse an NPP Payment which has already been settled and cleared. An NPP Adjustment may arise as a result of:
    1. an NPP Payment return;
    2. a Mistaken Payment;
    3. an error NPP Payment;
    4. a Misdirected Payment;
    5. an NPP overpayment;
    6. a duplicate NPP Payment;
    7. a payment processing error made by an NPP participating financial institution;
    8. an NPP Payment that has been made without your authorisation; or
    9. a fraudulent NPP Payment (including fraud arising in connection with the use of a PayID).
  2. You can request an NPP Adjustment if you believe that an NPP Payment from or to your Zeller Account is one of the transactions described in clause 50.1(a). However, just because you made a request does not mean that an NPP Adjustment will be made. 
  3. We may make an NPP Adjustment if we agree to your request for an NPP Adjustment or when we decide to do so, but only when we are required to make the adjustment or have the right to make the adjustment under the rules that apply to participants in Osko and the NPP. We will follow those rules in relation to NPP Adjustments. 
  4. If you receive an NPP Payment to your Account, the NPP payer may also seek an NPP Adjustment for that payment. 

50.2Mistaken Payments

  1. If we determine that a settled NPP Payment from your Zeller Account is, or is likely to be, a Mistaken Payment, we will request a return of the payment from the NPP payee’s financial institution. 
  2. Where we and the sending financial institution determine that an NPP Payment made to your Zeller Account is a Mistaken Payment, we may, without your consent, and subject to complying with any other applicable terms and conditions, deduct from your Account an amount up to the original amount of the Mistaken Payment. We will notify you if this occurs.
  3. When a payee financial institution receives a request to the return of an NPP Payment relating to a Mistaken Payment, it must use reasonable endeavours to assess whether it is a Mistaken Payment and must use reasonable endeavours to recover any mistakenly paid funds.

50.3Misdirected Payments

  1. If we determine that a settled NPP Payment from your Zeller Account is a Misdirected Payment, we may request a return of the payment from the NPP payee’s financial institution. That financial institution must use reasonable endeavours to assess and determine whether it is a Misdirected Payment, and if it is satisfied that the payment is a Misdirected Payment, it must make the payment return within 10 business days. 
  2. Where we and the sending financial institution determine that an NPP Payment made to your Zeller Account is a Misdirected Payment, we may, without your consent, and subject to complying with any other applicable terms and conditions, deduct from your Account an amount up to the original amount of the Misdirected Payment. We will notify you if this occurs.

50.4Duplicate and error NPP Payments, and NPP overpayments

If we determine that a settled NPP Payment from your Zeller Account:

  1. is a duplicate NPP Payment;
  2. is an error NPP Payment; or
  3. has been sent as a result of our own error,

or if you request a return of all of an NPP overpayment (or the amount overpaid), we may request a return of the payment from the NPP payee’s financial institution. That financial institution must use reasonable endeavours to assess and determine whether the payment is one of the payments described above, and if it is satisfied that it is one of these payments, it may make a payment return (or return the amount overpaid) within 10 business days.

50.5Liability

  1. You will not be liable for a Misdirected Payment from your Zeller Account except to the extent that you cause, or contribute to, the addressing error in the Misdirected Payment.
  2. If a financial institution participating in the NPP that services accounts with PayID (including Zeller) fails to comply with its obligations under the NPP in relation to registration and maintenance of the PayID, you will not be liable for fraud resulting from or caused by that failure, except to the extent that you cause or contribute to the relevant addressing error.
  3. Except as set out in other clauses of this Part I, to the extent permitted by any applicable law or code:
    1. we are not liable to you for any funds that you did not recover from an NPP Payment from your Zeller Account where you have requested (or have the right to request) an NPP Adjustment, or any other loss or damage arising from your failure to recover those funds, provided that we have followed the procedures in this Part I if you requested an NPP Adjustment;
    2. we are not liable for any consequential loss or damage you suffer as a result of using NPP, other than any loss or damage which is due to our negligence or breach of any condition or warranty implied by law which cannot be excluded restricted or modified at all or only to a limited extent; and
    3. you are liable for any loss or damage to you or us from fraudulent NPP Payments where the responsibility for the fraud is attributable to your conduct.
  4. To the full extent permitted by law, you indemnify us against any loss or damage we may suffer due to any claims, suits, demands or action of any kind brought against us arising directly or indirectly because you: 
    1. did not observe any of your obligations under these Terms and Conditions; or 
    2. acted negligently or fraudulently in connection with the other terms and conditions of your Account.

50.6Privacy

  1. By creating your PayID you acknowledge that you authorise:
    1. us to record your PayID, PayID Name and Zeller Account details (including full legal account name) (PayID Record) in the PayID service;
    2. NPP Participants which are payers’ financial institutions to use your PayID information for the purposes of constructing NPP Payment messages, enabling payers to make NPP Payments to you, and to disclose your PayID Name to payers for NPP Payment validation. 
  2. To the extent that the creation and use of the PayID Record constitutes a disclosure, storage and use of your personal information within the meaning of the Privacy Law, you acknowledge and agree that you consent to that disclosure, storage and use.

51.Definitions

The following definitions apply in this Part I:

Account Holder means the person who owns or is authorised to operate an Account.

Authorised User means you and any person you have authorised to operate your Account.

Basic Single Credit Transfer and BSCT means a credit payment message, other than an OS Payment, sent by an NPP Participant via the NPP Basic Infrastructure for the benefit of a Payee with another NPP Participant or Identified Institution.

Connected Institution means a body corporate which is connected to the NPP Basic Infrastructure solely for the purpose of sending and receiving Non-Value Messages, and which may also be an Overlay Service Provider.

Duplicate Payment means an NPP Payment which has the same Transaction ID as another NPP Payment within any 48-hour period (but which is not a Replay).

ePayments Code refers to the amended code formerly known as the Electronic Funds Transfer Code of Conduct issued by the Australian Securities & Investments Commission on 1st April 2001, as amended on 20 March 2013, and includes any subsequent amendments or replacements.

Error Payment means an NPP Payment initiated by a Payer who is not a ‘user’ as that term is defined in the ePayments Code, which, as a result of the Payer’s error, is directed to the wrong Account.

FI means a financial institution.

FSS means Fast Settlement Service, the RBA’s settlement service operated as part of RITS for settlement of NPP Payments by NPP Participants. 

Full Participant means an NPP Participant which:

  1. connects directly to the NPP Basic Infrastructure for the purposes of sending and receiving NPP Payments and Non-Value Messages; and
  2. is authorised by the RBA to use the FSS for settlement of NPP Payments. 

Identified Institution means an institution that is not connected to the NPP Basic Infrastructure, but which has an arrangement with one or more NPP Participants to clear and/or settle NPP Payments on its behalf using the institution’s BSB, associated BIC11 and payment routing information set out in the NPP Business Reference Data Table.

ISO 20022 refers to the international standard for financial industry messaging set out in the document ISO 20022 Financial Services - Universal financial industry message scheme.

Misdirected Payment means an NPP Payment initiated by a Payer, using a PayID as a proxy for the destination PayID Address, which is directed to an incorrect Account because the Registering Participant has not correctly registered or maintained the PayID Information.

Mistaken Payment means an NPP Payment initiated by a Payer who is a ‘user’, as that term is defined in the ePayments Code, which, as a result of the Payer’s error, is directed to the wrong Account, for example the Payer:

  1. uses or inputs incorrect Payee Account details in the initiation message, either accidentally or because of being advised by the Payee of wrong Account details; or
  2. selects the incorrect Payee from a list of potential payees.

Non-Value Message means a non-value message, such as a payment initiation or inquiry message, which may be sent and received via the NPP Basic Infrastructure.

NPP means the New Payments Platform.

NPP Adjustment means a transaction initiated by us or you to adjust or reverse an NPP Payment which has already been cleared and settled.

NPP Addressing Service means that component of the NPP Basic Infrastructure that enables registration of PayID Information and performance of Addressing Lookups.

NPPA means NPP Australia Limited ABN 68 601 428 737, the company which owns and operates the NPP.

NPP Basic Infrastructure or BI means the NPP Basic Infrastructure network and addressing service operated by SWIFT, with link settlement via the FSS. The BI: 

  1. supports the exchange of Non-Value Messages between NPP Participants and Connected Institutions; and
  2. facilitates the clearing and settlement of NPP Payments between NPP Participants.

NPP Message means a financial message within the NPP Message Set formatted in accordance with ISO 20022.

NPP Message Set means the set of ISO 20022 messages approved and published by NPPA for use within the NPP Basic Infrastructure.

NPP Participant means a Full Participant, a Clearing Participant or a Settlement Participant.

NPP Payment means a Basic Single Credit Transfer, an OS Payment and associated messages.

NPP Payment Message means a clearing or settlement message exchanged between a Payer FI and Payee FI in order to move funds from a Payer to a Payee Account.

NPP Payment Return means an NPP Message that a Payee FI will send to effect a return of a settled Misdirected Payment, Mistaken Payment, Error Payment, Duplicate Payment or other settled NPP Payment which it determines to return (as an unsolicited Payment Return) or which it returns pursuant to a Payer Participant’s Request for Payment Return. 

NPP Payment Return Request means the NPP Message generated by a Payer Participant to request the return of a settled NPP Payment.

NPP Regulations means means the rules prescribed by NPPA that establish the core obligations and rights between NPPA, NPP Participants, Connected Institutions and Overlay Service Providers, including, without limitation, the annexures, and schedules to those regulations, as amended from time to time.  

NPP Services means the Services to be provided by Zeller which provide NPP payment functionality from the Zeller Account . 

Osko is an Overlay Service provided by BPAY comprising:

  1. Osko Service 1: NPP Payment (also known as ICS1);
  2. Osko Service 2: NPP Payment with Document (also known as ICS2); and
  3. Osko Service 3: Request and Pay (also known as ICS3).

Organisation ID means an identifier for a customer that is a business customer or organisation, constructed by us as <business name> and/or<description of business/campaign/product>and/or<geographic location/state>.

Overlay Service means a payment service, or payment related service, that leverages the NPP Basic Infrastructure to provide added functionality to users. 

Overlay Service Payment or OS Payment means an overlay service payment transaction, and associated messages, cleared and settled using the NPP Basic Infrastructure by an NPP Participant (which is either an OS Subscriber or a provider of NPP clearing and settlement services to an OS Subscriber) pursuant to scheme rules established by an Overlay Service Provider.

Overlay Service Provider or OSP means a person who is authorised by NPPA to provide an Overlay Service.

Overlay Service Subscriber or OS Subscriber in relation to an Overlay Service means a subscriber to the Overlay Service.

Payee means, in relation to a Payment, the Account Holder of the destination Account.

Payee FI means the Financial Institution where the Payee Account is held.

Payee Participant, in relation to an NPP Payment, means the NPP Participant to which the Clearing Request is directed.

Payer means, in relation to a Payment, the Account Holder of the source Account. 

Payer FI means the Financial Institution where the Payer Account is held.

Payer Participant, in relation to an NPP Payment, means the NPP Participant which sends a Clearing Request.

PayID and PayID Identifier means an alternative identifier, such as a phone number or email address, or any other unique identifier for an Account approved by NPPA for registration in the NPP Addressing Service.

PayID Address means the Issuer Identifier and Account Number associated with a PayID.

PayID Information means the PayID Identifier, PayID Address and PayID Name for an Account.

PayID Name means a name, word, or any combination of alphanumeric and/or other approved characters to reasonably represent and identify an Account Holder, either generated for or selected by the Account Holder by or on behalf of the Registering Participant or selected by the Account Holder with Registering Participant approval.

PayID service means the central payment addressing service which is available for addressing NPP Payments. PayID Type means the type of identifier you select for receiving NPP Payments, which may be your telephone number, mobile number, email address, Australian company number, Australian business number or Organisation ID.

Payment means a movement of funds between Accounts using the Zeller NPP Solution.

Payment Request means a message that a Payee will send to a Payer requesting a Payment. 

Payment Return means an NPP Message that a Payee Participant will send to effect a return of a settled Misdirected Payment, Mistaken Payment, Error Payment, Duplicate Payment or other settled NPP Payment which it determines to return (as an Unsolicited Payment Return) or which it returns pursuant to a Payer Participant’s NPP Payment Return Request. 

RBA means the Reserve Bank of Australia.

Registering Participant means the Full Participant or Clearing Participant which:

  1. services the Account/s in relation to which PayID Information is registered, or to be registered, in the NPP Addressing Service; or
  2. provides NPP Payments clearing services to an Identified Institution or a Connected Institution which services the Account/s in relation to which the Registering Participant is contractually authorised, and entitled by the NPP Regulations, to register, maintain and deregister PayID Information in the NPP Addressing Service.

Replay means the resending of an NPP Message with the same Transaction ID.

Request for Payment Return means a Non-Value Message used by a Payer Participant to request a Payee Participant to return the funds of a previously settled NPP Payment. 

RITS means the RBA’s Information & Transfer System, which is Australia’s high value real-time gross settlement (RTGS) system, and is used by banks and other approved institutions to settle obligations arising from the exchange of payments and securities transactions. 

Service Provider means providers of technology solutions that can integrate with the Zeller NPP Solution (also referred to as ‘Connectors’).

Transaction means an end to end Payment, Payment Return or Payment Request made between parties via multiple message exchanges.

Transaction ID means the unique transaction reference assigned by the Payer Participant’s Back Office System to each Clearing Request sent from its PAG and which is to be included in all subsequent and associated NPP Messages.

Zeller Account has the meaning given to it under clause 11.

Zeller NPP Solution means the package of NPP Services made available by Zeller to its clients.

 

Part J: BPay Payer Services Term

52.BPAY Services

52.1Provision of BPAY Services

  1. Zeller agrees to make payments through the BPAY Scheme on your behalf, on the terms and conditions set out in this Part J.  
  2. You acknowledge and agree that BPAY or our Service Providers may, in their absolute discretion, suspend or terminate our ability to provide the BPAY Services to you.

52.2Your Undertakings

Without limiting any other obligation in this clause 52, You undertake to:

  1. comply, with all relevant Laws and Industry Codes,; and

  2.  settle with Zeller in relation to the amount payable by You in connection with BPAY Transactions. 

52.3Your obligations

  1. You agree that at all times during the period for which Zeller provides BPAY Services to You, You will establish and maintain appropriate and effective measures to:
    1. ensure that You will be able to meet your obligations to settle with Zeller in relation to amounts payable by You to a member of the BPAY Scheme in connection with BPAY Transactions, so as not to have any materially adverse effect on the BPAY Scheme and the financial stability, integrity or efficiency of the BPAY Scheme;
    2. identify, mitigate and manage the risk of fraud and money laundering; and
    3. satisfactorily manage operational risks in relation to the BPAY Service.

52.4Zeller's obligations

  1. Zeller must:
    1. settle with members of the BPAY Scheme the value of all BPAY Transactions undertaken by You;

52.5Your Acknowledgements

Without limiting any other obligation in this Part J, You acknowledge and agree that

  1. a BPAY Transaction initiated by you is an irrevocable payment request; 
  2. upon a BPAY Transaction being processed by the biller’s financial institution and credited to the biller, any issue or dispute as to errors or overpayments arising out of the BPAY Transaction must be resolved in accordance with the rules applicable to the BPAY Scheme; and
  3. You are aware that Zeller is responsible for all of Your financial obligations in the event of a failure by You to settle with Zeller or with any member of the BPAY Scheme, and that You indemnify Zeller for such liability.

52.6BPAY Intellectual Property

You acknowledge that all rights, title and interest in any Intellectual Property which is used by and in relation to the BPAY Scheme and all goodwill resulting from the use of the BPAY Scheme belongs to BPAY. 

53Definitions

In this Part J, words not defined below will have the meaning given to those words under these Terms.  Unless the context requires otherwise, in this Part J:

BPAY means BPAY Pty Limited ABN 69 079 137 518.

BPAY Member means a member of the BPAY Scheme.

BPAY Services means the services to be provided by Zeller to the Client as set out in section 52.

BPAY Scheme means the electronic payments service, owned and promoted by BPAY which enables billers to receive payments from payers.

BPAY Transaction means a transaction processed through the BPAY Scheme.

Zeller BPAY Settlement System means the system developed and operated by Zeller to:

  1. make BPAY Transactions to members of the BPAY Scheme on behalf of You; and
  2. reconcile and settle, for value, those BPAY Transactions with members of the BPAY Scheme.

Part K: BPay Biller Services Terms

54.General requirements

  1. The Sub-biller must:
    1. provide all necessary information, authorisations and consents:
      1. to enable Zeller and the Financial Institution to effect Payments and implement Adjustments in relation to the Sub-biller; 
      2. which are required to use the Sub-biller’s name in reports or lists prepared or published by BPAY and by participants in BPAY Payments; and  
      3. to enable the Master Biller to comply with its obligations under its Biller Agreement with the Financial Institution; 
    2. do all things necessary to give effect to the authorisations and consent in paragraph (i), including executing any documents and making all relevant disclosures to and obtaining necessary consents from its customers and otherwise assist Zeller and the Financial Institution to accept Payments from the Sub-biller’s customers and credit and debit the Zeller Account all amounts contemplated by this Part K;
    3. not give the Master Biller or Financial Institution any instructions or directions which are inconsistent with any authorisations it provides to the Master Biller or the Financial Institution;
    4. provide to the Master Biller all information reasonably requested by the Master Biller, including those relating to the billing arrangements with its customers, and notify the Master Biller of any changes to those details; 
    5. not make any warranty or representation in respect of goods or services they supply which may bind Zeller, the Financial Institution, BPAY, or any other participant in BPAY Payments;
    6. correctly credit to, or debit from, its customers the amount of each Payment and Adjustment, including as recorded on the Biller Information Files if such files are to be delivered directly to the Sub-biller in accordance with section 55.1(d); and
    7. notify the Master Biller or the Financial Institution promptly if, for any reason, it becomes aware that it is unable to apply Payments and Adjustments in accordance with paragraph (vi). 
  2. The Sub-biller’s participation in BPAY Payments must not bring the BPAY Payments or the Scheme into disrepute. 

55.Requirements regarding receiving Payments and making Adjustments

55.1General

  1. The Sub-biller must acknowledge and agree that:
    1. Payment Instructions received by the Financial Institution after the Payment Cut-Off Time will be processed on the next Banking Business Day;
    2. Zeller or the Financial Institution will not liable to the Sub-biller if for any reason beyond the Financial Institution’s control it does not receive the funds in respect of a Payment which the Sub-biller’s customers have effected using BPAY Payments; and if the Financial Institution has already credited the relevant Zeller Account with the relevant funds, it may debit the Zeller Account for the corresponding amount by way of an Adjustment; and
    3. delays may occur in the processing of Payments for various reasons including because of public or bank holidays, Payment Instructions being received after the Payment Cut-Off Time, another financial institution not complying with its obligations under the Scheme, the Master Biller failing to comply with its obligations under the Biller Agreement or Sub-biller or Master Biller failing to comply with any obligations under this Part K.
  2. The Sub-biller must treat a Payment as having been received by it on the day its customer gives the relevant direction to the customer’s financial institution to effect that relevant Payment. However, if a customer gives a payment direction to its financial institution after the relevant Payment Cut-Off Time, then the Sub-biller may treat the Payment as having been received the next Banking Business Day.

55.2Fixed Payment Bills

  1. If the Sub-biller designates one or more of its Bills as a Fixed Payment Bill, the Sub-biller must:
    1. prominently disclose on those Bills:
      1. the specified amount and/or specified date (as the case may be); and
      2. a statement which clearly discloses the fact that Payment in respect of the Bill must be made for the specified amount and/or the specified date and that failure to comply with those requirements will result in the Payment not being accepted; and 
    2. not discriminate between BPAY Payments and other payment methods available to its customers.

55.3Requirements relating to Adjustments

  1. The Sub-biller must: 
    1. acknowledge that Adjustments will be processed in accordance with this Part K and the BPAY Scheme Documents;
    2. immediately notify the Master Biller if it becomes aware:
      1. that it has received a Payment in error; 
      2. of any Processing Error, Mistaken Payment or an Unauthorised Transaction involving a Payment which is processed or received by or on behalf of the Sub-biller; or
      3. of any other delays or mistakes in processing a Payment relating to the Sub-biller;
    3. use best endeavours to assist the Master Biller, Financial Institution, BPAY and BPAY’s service providers in effecting any Adjustment for a Payment that has been processed or received by the Sub-biller and which is required to be adjusted in accordance with the Scheme, including (where relevant) by confirming whether all or some of the funds which are the subject of an Adjustment are available in the relevant Zeller Account;
    4. if the Financial Institution or Master Biller notifies the Sub-biller of a Processing Error or an alleged Mistaken Payment or Unauthorised Transaction relating to the Sub-biller, immediately prevent the withdrawal or other application of funds held by the Sub-biller which comprises the original Payment (to the extent not already paid out by the Sub-biller to another party) until resolution of the matter;
    5. keep its customers informed of the progress of all investigations and Adjustments. However the Sub-biller is not required to notify its customers if the Sub-biller, Master Biller or the Financial Institution reasonably determine that doing so will, or is likely to, compromise the integrity of the investigation or BPAY Payments more broadly;
    6. not deny any legitimate requests for Adjustments unless it has a genuine ground for refusing to do so. If the Sub-biller wishes to deny a request for an Adjustment, it must provide evidence to the reasonable satisfaction of the Financial Institution demonstrating why the Adjustment should not be made;
  2. If the Sub-biller does not respond to a query in relation to investigations or Adjustments within two Banking Business Days of that query (or seven Banking Business Days in the case of Unauthorised Transactions), the Financial Institution may process or arrange for BPAY to process the Adjustment and debit the Zeller Account without further enquiry.
  3. The Sub-biller may initiate a Refund to return all or part of a Payment which it has processed or received from its customers. 
  4. The Sub-biller must acknowledge that its customers’ liability may be limited under the ePayments Code where applicable.

56.Promotions, advertising and use of Marks

  1. The Sub-biller must:
    1. inform its customers using materials which are provided or approved by Zeller and the Financial Institution and in a manner which is not misleading, how they can use BPAY Payments;
    2. display the Marks on all billing stationery and/or on all relevant electronic platforms prominently;
    3. if it wants to include the Marks in invoices which it provides its customers:
      1. obtain Zeller's approval for the form of each invoice it uses; and
      2. include the Biller Code and the available Payment Methods and Limits in each invoice.
  2. the Sub-biller may, from the date the Master Biller agrees to facilitate the Sub-biller participation in BPAY Payments until the earlier of the date the Sub-biller next refreshes its invoices or 6 months, include an insert accompanying its invoices which feature the relevant Marks and which provide instructions to its customers on how they can use the relevant Service. 
  3. The Sub-biller may use the Marks in the manner specified in this section 56 and as specified by Zeller from time to time for the purposes of complying with paragraph (a) and otherwise advertising the Sub-biller’s participation in, and promotion of, BPAY Payments.
  4. This Sub-biller must not permit any other party to use the licences granted under this section 56. The licence granted under this section 56 will terminate immediately on termination of the Financial Institution’s right to sub-license use of the relevant Marks or on termination of the Master Biller’s Biller Agreement with the Financial Institution.
  5. The Sub-biller must acknowledge that: 
    1. BPAY owns the Marks;
    2. it will not contest or in any way impair any rights of BPAY to the Marks; and
    3. at any time at the request of Zeller, the Financial Institution or BPAY to include a statement on any packaging, promotional or advertising materials used in connection with BPAY Payments, including any in electronic form, that the Marks are being used by Zeller and the Financial Institution under the control of and with the authorisation of BPAY and acknowledging BPAY’s ownership of the Marks.
  6. The Sub-biller must comply with all reasonable requests by Zeller or the Financial Institution in connection with its use of the Marks.
  7. Any use of the Marks by the Sub-biller which is not in compliance with the requirements of this section 56, and which is not promptly discontinued following written notice from the Financial Institution or the Master Biller to discontinue such use, must be regarded as adequate ground for termination of this Part K.
  8. The Sub-biller must use the appropriate symbols which confirm trademark registration or ownership in connection with the Marks, as required or consented to by the Zeller and Financial Institution or BPAY.
  9. The Sub-biller must not use the Marks in such a way as to create an impression that the goods or services are offered or are sponsored, produced, offered or sold by the Financial Institution or BPAY.  The Sub-biller must not adopt “BPAY”, “BPAY Payments” or any other Mark as any part of the name of its business or apply it to any goods or services offered for sale.
  10. The Sub-biller must notify Zeller and the Financial Institution immediately on becoming aware of any infringement, potential infringement or claim of infringement relating to the Marks. Where any such claim is made against the Sub-biller, Master Biller or the Financial Institution, BPAY may take over the defence of such claim or proceedings. If BPAY does not do so, the Sub-biller must keep Zeller and the Financial Institution informed of all developments relating to that claim.
  11. The Sub-biller must only use literature or promotional materials provided or approved by Zeller and the Financial Institution .

57.Suspension and termination

57.1Suspensions and terminations for default

  1. The Sub-biller must acknowledge and agree that the Master Biller, Financial Institution or BPAY may: 
    1. procure the suspension or termination of this Part K; 
    2. update the status of the Sub-biller in BPAY Payments so that no transactions relating to the Sub-biller will be processed through BPAY Payments; and/or
    3. take any other reasonable action,

if the Master Biller, Financial Institution or BPAY (as the case may be), suspect on reasonable grounds that the Sub-biller, its customers or someone acting of their behalf, are:

  1. being fraudulent;
  2. in breach of this Part K, or are likely to cause the Master Biller to be in breach of its Biller Agreement with the Financial Institution; or
  3. using BPAY Payments in a manner that will, or is likely to, adversely affect the integrity, stability or reputation of BPAY Payments or the quality of services offered to end customers.
  1. The Sub-biller must also agree and acknowledge that this Part K may also be suspended or terminated if:
  1. required under the BPAY Scheme Documents or are otherwise requested by BPAY; or
  2. the Financial Institution’s membership to the Scheme or its subscription to BPAY Payments is suspended, ceases or is cancelled for any reason.
  1. The Sub-biller must also agree and acknowledge that the Master Biller, BPAY or the Financial Institution may choose to impose additional procedural and/or reporting requirements in connection with the Sub-biller’s participation in BPAY Payments in lieu of suspending or terminating this Part K under this clause 57.

57.2Consequences of termination

  1. If this Part K is terminated, the Sub-biller must:
    1. immediately cease promoting BPAY Payments, including ceasing use of all affected Marks;
    2. immediately advise its customers that they can no longer make payments to the Sub-biller using BPAY Payments; and
    3. continue to maintain a Zeller Account (if the Sub-biller holds an account directly with the Financial Institution under section 55.1(c)) and continue to process Biller Information Files (if Biller Detail Files are sent directly to the Sub-biller under section 55.1(d)) and otherwise comply with its obligations under this Part K in relation to the processing of Payments and Adjustments for a period of 60 Banking Business Days after termination; and
    4. upon the Financial Institution’s or BPAY’s request, return or destroy: 
      1. all stationary (including invoices) containing any affected Marks; 
      2. the Financial Institution’s and BPAY’s confidential information and Personal Information, 
      3. which are in the Sub-biller’s possession or control and which relate to this Part K.
  2. The Sub-biller must acknowledge that the Financial Institution will no longer be obliged to accept payments from its customers or provide to any other services to the Sub-biller if this Part K expires or terminates for any reason. 

58.Definitions

In this Part K, words not defined below will have the meaning given to those words under these Terms.  Unless the context requires otherwise, in this Part K:

Adjustments means an adjustment to an original Payment to correct or rectify a problem. Adjustments can be made in the event of a Processing Error, Mistaken Payment, Unauthorised Transaction or if there is a need for a Refund.

Banking Business Day means any day on which banks in Melbourne or Sydney are able to effect settlement through the Reserve Bank of Australia. 

Biller means the Participating Biller.

Biller Agreement means the agreement between Zeller and its Financial Institution. 

Biller Code means the unique numerical code or codes allocated to you by us.

Biller Information Files means a file produced by us on a Banking Business Day, containing details of Payment Instructions processed on that day. 

BPAY means BPAY Pty Ltd (ABN 69 079 137 518), Level 1, 255 George Street Sydney NSW 2000.

BPAY Payments means the electronic payments service promoted by BPAY which allows billers to receive bill payments from their customers through the BPAY Scheme. 

BPAY Scheme Documents means any rules, manuals, procedures or other documents issued by BPAY setting out the rights and obligations of persons participating in the Scheme. 

ePayments Code means the electronic payments code, administered and amended from time to time by the Australian Securities and Investments Commission, which regulates electronic payment facilities in Australia.

Financial Institution means the financial institution with whom the Master Biller or (where the Master Biller permits Payments and Adjustments to be made directly to and from the Zeller Account of the Sub-biller) the Sub-biller holds the Zeller Account.

Fixed Payment Bill means a Bill for which Payment needs to be made for a specified amount and/or by a specified date.

Fraudulent Payment is a Payment that is made as a result of one of your customers being fraudulently induced into making the Payment. 

Marks means the BPAY trademarks, logos and other materials which are incorporated onto your invoices and other documents relevant to BPAY Payments by Zeller on your behalf.

Master Biller means Zeller. 

Mistaken Payment means a Payment that is made incorrectly as a result of an erroneous payment direction given by one of your customers. 

Participating Biller means you.

Payer means a customer of a Biller who uses BPAY Payments to make a Payment to a Biller.

Payment Cut-Off Time means the time on a Banking Business Day set from time to time by your customers’  financial institution as the time by which that financial institution must receive a direction from that customer for it to be included in a Payment Instruction processed by it or sent to BPAY on that day. 

Payment Instruction means either an instruction given by or on behalf of your customer’s financial institution to effect a Payment or an Adjustment through BPAY Payments.

Payment means a payment made, or to be made, by or on behalf of a customer to you as a biller through BPAY Payments. 

Payment Methods and Limits means the payment methods and limits specified by us from time to time.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Processing Error means a Payment that is made incorrectly as a result of an error by us, another financial institution, BPAY or any of their service providers. 

Scheme means the scheme operated by BPAY from time to time to provide payments services to end customers. 

Service means BPAY Payments.

Sub-biller means You.

Systems includes hardware, software, configurations and technical processes. 

Unauthorised Transactions means any Fraudulent Payment or Payment that is otherwise made without the authority of your customer who was purported as having given the relevant authority. 

Zeller Account means the account or accounts to be credited for Payments, credited or debited as necessary for Adjustments and debited for fees, and such other accounts in addition to or substitution for that account or those accounts which are notified in writing to us from time to time.