Payment Services Terms and Conditions

1. Appointment

a. You agree to retain and appoint bzTrack as your Payment Service Provider for the collection and processing of payments on these Terms;

b. We grant you a non-exclusive, revocable, non-transferrable, non-sublicensable right to electronically access and use the Services solely for the purpose of accepting and receiving payments and managing the funds you receive.

c. In these Terms, a reference to ‘bzTrack’ ‘we’ or ‘us’ is to bzPay Trading Pty Ltd ABN 41 617 387 210 trading as bzTrack and each of its related entities as applicable.

2. Services

2.1 Payment Partners

a. bzTrack provides multiple payment services through approved Payment Partners and their Payment Gateways.
b. We facilitate the payment of invoices between you and third parties, including other users.
c. By agreeing to these Terms, you agree to be bound by the relevant Payment Partner’s Services Agreement, as modified from time to time.

2.2 Our obligations

a. You acknowledge and agree that all funds collected will be held in an account operated by our relevant Payment Partner until the funds are cleared in accordance with their guidelines, requirements, and procedures;
b. Our relevant Payment Partner may withhold Payments where they, or we, for any reason whatsoever, suspect that you or your Customer have acted in a fraudulent, illegal, unlawful, unconscionable, or improper manner in relation to Payments or their collection or if our Payment Partner, or we, have been instructed to do so by a regulatory body.

2.3 Your obligations

a. If you are not personally the User, you warrant that you have authority to bind the User in respect of your use of the Account (including the registration or completion of registration of the Account itself). The User will be responsible for any use of or access to the Platform (including Payments made) involving the Account, and you agree that we will not be liable for any unauthorised or improper payment or transaction effected using your Account (other than where caused by our unlawful misconduct). By connecting a payment service to the Account, you warrant that you have the necessary authority to do so.

2.4 Provision of Services

The Platform facilitates the payment of invoices between the User and third parties, including other users of the Platform. The User may be the Payer or Recipient of Payments.

You acknowledge and agree that Payments may not be effected instantly, and we will bear no liability for any delay in a Payment that is to be made or received by the User using the Platform. Payments made to a Recipient may be routed through an account held by our Payment Partner, in order to facilitate the processing of the Payment.

Where a Payment is not able to be cleared to the Customer you acknowledge and agree that the funds will be returned net of fees and that the transaction will be failed. You will be liable for any Dishonour Fees.

You will not be able to receive Payments through the Platform until you have connected a bank account to your Account.

You acknowledge and agree that we and our Payment Partners are not party to or otherwise involved in any transaction or contract between you and any third party, and we do not act as a seller, broker, auctioneer or agent with respect to any transaction that may occur. Any such transaction is solely a matter between the applicable Payer and Recipient for that Payment.

You acknowledge and agree that we do not in any way warrant or guarantee performance by any party of its obligations in respect of any transaction or Payment. It is your sole responsibility to satisfy yourself as to whether an invoice issued by another party for payment by the User is correct and payable. We accept no liability for any aspect of any transaction or Payment, including but not limited to the validity of any invoice or any liability associated with any associated goods and services.

We make no warranty or representation in respect of the commercial or other benefits the User may receive in respect of the use of the Platform, and the User accepts sole responsibility for its use of the Platform.

You agree that the User is solely responsible for performing its contractual and other obligations to any other party.

If you enter an invoice on the Platform for payment by a third party, you warrant that the invoice is validly issued and that the User is entitled to the Payment.

We will endeavour to ensure that information displayed in the Platform is correct and up-to-date, but you agree that we bear no liability regarding that information, including where any of the information is or becomes incorrect or incomplete. Information in the Platform, including the business details of users, may be derived from third-party sources, and you should not rely on such information without independently verifying it.

You acknowledge that the Payment Partners will provide services for the collection of the transaction proceeds (net of platform fees payable to bzTrack, where applicable) in respect of a Transaction or Transactions.

By transacting on www.portal.bztrack.com, you agree to the Payment Partners collecting your personal information from bzTrack or from the financial institution involved in the Transaction, in order to provide you with services. If the personal information is not provided, the Payment Partners may not be able to collect the transaction proceeds for you.

The Payment Partners may disclose your personal information to a service provider to verify your identity or to enable the Payment Partners to provide the services. The disclosure to service providers may include those located overseas or who may host or access your personal information overseas.

The countries our Payment Partners may transfer, disclose or store your personal information to are: the United States of America, United Kingdom, New Zealand, Philippines and Singapore. Where information is transferred, disclosed or stored overseas, the Payment Partners will seek to ensure the recipient has security systems to prevent misuse, loss or unauthorised disclosure in line with Australian laws.

The Payment Partners may also use your personal information for other purposes such as marketing and promotion of their products and services, market research and development, customer communications and surveys, direct marketing, and creation of statistical information and data analytics.

Payment Partners - Zai

If you wish to opt out of receiving direct marketing, you may contact the Payment Partners at; support@hellozai.com

A copy of Zai’s Privacy Policy can be obtained at: https://www.hellozai.com/company/policies/privacy-policy

By selling items on bztrack.com, the Seller also agree to be bound by Zai’s User Agreement which is located at: https://www.hellozai.com/company/policies/end-user-agreement

Please fully read Zai’s User Agreement and in particular, note that Zai or any of its Representatives are not liable for any refunds or reversals of any Transactions and are not liable to you for any Losses (as that term is defined in Zai’s User Agreement) arising out of or in connection with Your use of Zai’s services.

If Zai’s disclaimer of liability is not enforceable for any reason, then, Zai’s maximum aggregate liability arising from or relating to any claim (or series of related claims) arising out of or in connection with Zai’s services to you shall not exceed the aggregate amount of 100% of the Fees (as that term is defined in Zai’s User Agreement) received in relation to your Transactions during the 12 month period preceding the date such claim(s) is/are made. In no event shall Zai be liable for any lost profits, data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the services.

Payment Partners – Zepto

In the course of creating the Account, you may be required to nominate a daily maximum payment limit (Payment Limit). You acknowledge and agree that the Payment Limit will reset daily, and that the User may be liable for Payments up to the Payment Limit on any given day.

3. Refunds

a. Where a Payment has been collected from a bank account, we will not enter into any agreement that requires us to transfer funds to a Customer as a refund and are not, pursuant to these Terms or otherwise, required to do so.

b. Subject to these Terms, all funds debited from a bank account are held on your behalf with our Payment Services Partner and will, in the ordinary course, be transferred to your nominated settlement account.

c. You acknowledge and agree that it is your obligation to determine the circumstances in which refunds will be made to your customers and may perform any refunds relating to payments from bank accounts external to our systems.

d. Where the Payment has been collected from a credit or debit card via a merchant account issued by us, any refund to the customer will only occur upon written request by you and sufficient funds being made available by you.

e. You acknowledge and agree that:

• i. any and all Transaction Fees paid to us for the original transaction will not be refunded to you; and
• ii. we may charge Transaction Fees for the processing of each refund.

4. Chargebacks

a. If a Transaction is an Invalid Transaction as denoted in 3(c), or otherwise constitutes a valid Chargeback in accordance with this agreement and any relevant Card Scheme Rules, we or our Payments Partners may:

• i. refuse to accept the Transaction; or
• ii. If the Transaction has been processed, at any time within 180 days of the date of the Transaction, charge that Transaction back to you by debiting your account on record or by otherwise exercising any right under this agreement.

b. We may also refuse to accept or Chargeback any Transaction where:

• i. the Cardholder claims the transaction is invalid or disputes liability for any reason; or
• ii. the Cardholder asserts a claim for set off or counterclaim.

c. A Transaction is an Invalid Transaction and may be subject to Chargeback if:

• i. the Card was not valid at the time of the Transaction (for example, the Card has expired, is not yet valid, or has been cancelled or revoked);
• ii. the Cardholder did not participate in or authorise the Transaction;
• iii. it is subject to dispute, set-off or counterclaim;
• iv. it was processed to your own Card;
• v. Authorisation for the Transaction was declined for any reason;
• vi. it represents the refinance of an existing debt or the collection for a dishonoured cheque;
• vii. it represents a transfer of funds, and not the supply of goods or services;
• viii. it is not entered into by you and the Cardholder or is not submitted by any authorised third party;
• ix. it relates to or is in connection with, the sale of goods or services that are in contravention of the laws of Australia or are otherwise prohibited by us.

d. We will apply a chargeback fee, as described in the Fee Schedule, to each returned transaction, which will be deducted from your next settlement or debited from your nominated bank account in conjunction with the Invalid Transaction.

e. Despite any contract, arrangement or understanding to the contrary, you acknowledge that a Cardholder is entitled to initiate a chargeback of any Transaction where permitted in accordance with relevant Card Scheme Rules.

5. Failed Payment

In the event that a Customer has a Failed Payment, you agree that should the Customer first contact us, we will direct the Customer to contact you or your nominated representative directly on the nominated email or contact points.

6. Disputes and dishonours

a. In the event that we receive a disputed claim in relation to a transaction, we will request from you evidence and supporting documentation to supply to the claimant’s financial institution.

b. Should a disputed payment claim by a Customer be successful, we will notify you of the claim and the transaction to be refunded.

c. Upon receipt of a claim notification from a Customer’s financial institution, we will apply a dispute fee, as described in the Fee Schedule, for each notification of claim. This Dispute Fee will be deducted from your next settlement or debited from your nominated billing account in conjunction with the chargeback transaction.

d. We reserve the right, and you agree, to deduct the amount of any such claim or late dishonour from monies held in your linked account in the first instance and you acknowledge and agree for us to debit any settlement account or billing account for the amount.

e. You agree to make payment to us of all monies due and owing to us pursuant to this clause within 7 days of being notified by us.

7. Representations

By agreeing to these Terms, you warrant that:

a. you are a duly incorporated company or registered business, and conduct operations as a business;
b. if you are a trustee, the trust is validly formed;
c. if you are a trustee, you have the right of indemnity from the trust assets in respect to these Terms;
d. You have the legal capacity and authority to execute any Application Form and to be bound by these Terms and;

• i. the person who executed the Application Form is duly authorised to execute on your behalf;
• ii. the details provided in the Application Form are true and correct; and

e. you are not currently and are not likely to be declared insolvent and will endeavour to not become so.

8. Term and termination

8.1 Term

These Terms remain in force until terminated by either party in line with clause 8.2.

8.2 Termination

a. We may terminate the Services pursuant to these Terms upon seven (7) days’ notice in writing where you fail to comply with any material obligations set out in these Terms.

b. We may terminate the Services immediately without notice if, in our reasonable opinion, you have utilised the Service in any unlawful, or unconscionable manner, or are in breach of any statutory standards.

c. Within a reasonable time period following the termination of these Services, we will pay to you any balance of funds for outstanding transactions net of any outstanding Fees or other amount owed by you to us.

8.3 Suspension

a. We may immediately and without notice, suspend your Account and refuse to process any payments or remit any payments to you if we reasonably suspect or have been advised that you have acted in an unlawful or unconscionable manner in utilising the Services.

b. For avoidance of doubt, we may terminate any account suspended in accordance with clause 8.3(a) and in accordance with clauses 8.1 and 8.2 above in our sole discretion, without lifting the suspension in accordance with clause 8.3(a).

9. Force Majeure

Neither party shall be liable for any delay or failure to perform their obligations in a timely manner pursuant to this document if such delay is due to a Force Majeure Event.

10. Change of Ownership

a. You must provide us within ten (10) days’ written notice of any actual or intended Change of Control of your business;

b. If you give us notice under clause 8(a), we may, at our election terminate the agreement on thirty (30) days written notice.

c. If we do not exercise our right to terminate:

• i. the new owner may be required to complete an Application Form and return the executed documents with the required additional information to us thirty (30) days prior to taking ownership, control or management of the business and/or its operations.

d. You acknowledge that it is your responsibility to ensure the new owner completes and provides the necessary documentation to us within the specified period prior to taking over control or settlement.

e. We may:

• i. refrain from accounting to the new owner until we receive satisfactory evidence of the change of ownership, control or management;
• ii. refrain from accounting to the new owner until we receive properly amended ASIC records of business name records; and/or
• iii. decline to provide with the new operator or owner where we or our Payment Partner have reasonable concerns in respect of their ability to perform this Agreement or their solvency, or where they are our competitor or have engaged in, or we reasonable suspect engage in unlawful or unconscionable activities

f. You acknowledge that continued transaction processing may be disrupted if this clause has not been adhered to.

11. General

a. Where a variation to these Terms would:

• i. have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect, provided that if you do not agree to the variation, you may terminate these Terms without penalty by providing us with written notice prior to the date that the variation will take effect. We will give you an additional notice 3 days before the expiration of that period; or
• ii. not have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect.

b. The laws of South Australia govern these Terms and each party irrevocably submits to the non-exclusive jurisdiction of the courts of South Australia and courts competent to hear appeals from those courts.

c. A clause or part of a clause of this document that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.

d. Each party must do all things reasonably necessary to give effect to this document and the Transactions contemplated by it.

12. Notices

a. A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person’s address as the person notifies the sender.

b. A notice, consent or communication is given and received:

• i. if it is hand delivered, on the day it is given;
• ii. if it is sent by post, three Business Days after posting (if within Australia) or seven Business Days after posting (if outside Australia); and
• iii. if it is sent by email, that day, if the time of departure from the sender’s mail server is before 5.00pm on a Business Day, or the next Business Day in any other case, unless the sender receives an automated message generated by the recipient’s mail server (other than an ‘out of office’ message or other response generated by or at the instigation of the recipient) that the email has not been delivered within two hours.

13. Definitions and Interpretation

In this agreement, the following definitions apply:

Account means your registration on the Platform completed by providing requested details and acceptance of our General Terms and Conditions;

Application Form means the Card Payment Services Application as provided through the Platform;

ASIC means the Australian Securities & Investments Commission;

Authorisation means the process through which the amount to be paid on the Card is verified as available for the transaction;

Business Day means a day that is not a Saturday, Sunday or public holiday in Adelaide, South Australia;

bzTrack means bzPay Trading Pty Ltd (ABN 41 617 387 210) trading as bzTrack and its related entities as applicable;

Card means the credit or debit card used for the Transaction;

Card Scheme means the Mastercard, VISA Card and EFTPOS Payments Australia Schemes or any other card schemes used by our Payment Providers

Card Scheme Rules means all rules, regulations, by-laws, standards, and procedures adopted or amended from time to time by the Card Scheme;

Cardholder means the person who has been issued with, and is authorised to use the Card;

Change of Control means, in relation to you, where you are not a publicly listed company, any of the following circumstances:

• a) a person (alone, or through or together with their associates) acquires a relevant interest in 50% or more of the issued share capital in you; or
• b) you are or agree to be controlled by a person who did not or was not entitled to control you on the date of commencement of this agreement; or
• c) a person who has not appointed or is not entitled to appoint a majority of directors to your board of directors on the date of commencement of this agreement does, or becomes entitled to, appoint a majority of directors to your board of directors. For the purposes of above “acquires”, “associate”, “control” and “relevant interest” have the meaning given to them in the Corporations Act 2001.

Chargeback means the reversal of a transaction made on the Card;

Customer means your customers;

Failed Payment means that the Recipient has not received payment of the amount owed by the Payer due to a rejection by the Payment Partner or the Users bank;

Fees means the fees set out in the Fee Schedule and as amended from time to time and includes Transaction Fees and Dispute Fees and Dishonour Fees;

Force Majeure Event means an event beyond the reasonable control of the affected Party, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of that Party or any other Party), failure of a utility service or transport network, act of God, war, riot, civil commotion, strike, malicious damage, compliance with any law or governmental order, rule, regulation or direction, act of civil or military authority , accident, breakdown of plant or machinery, computer virus, infiltration or hacking by a third party or failure or interruption of electrical, telecommunications or other utility services, fire, flood, storm or other natural disaster or default of suppliers or subcontractors;

Invalid Transaction has meaning as denoted in 4(c);

Payer means the party making the Payments;

Payment means an electronic payment made by a Customer through a Payment Partner’s Payment Gateway;

Payment Partner means a regulated and licensed service provider that facilitates the transfer of funds from one party to another. In this agreement this can refer to;

• a. Zai Australia Pty Ltd (ABN 96 637 632 645) providing product and services under their Australian Financial Services Licence No.527370, “Zai”;
• b. Zepto Payments Pty Ltd (ABN 61 604 057 596) providing product and services under their Australian Financial Services Licence No. 541011, “Zepto”;
• c. Till Payments Solutions Pty Ltd ABN 64 160 726 349 providing product and services under their Australian Financial Services Licence No. 524044, “Till”;

Platform means the online platform facilitating payment of invoices for goods and/or services operated by bzTrack;

Recipient means the party receiving the Payment;

Services means the services to be provided by as specified in clause 1(a) or as otherwise agreed between the parties;

Services Agreement means the agreement between you and our Payment Partner provided below;

• a. Zepto Services Agreement
• b. Till Services Agreement
• c. Zai Services Agreement

Terms means terms and conditions comprising of clauses 1-13 and the Schedules which contain important details relevant to our provision of services to you;

Transaction means a sales Transaction (being the supply of goods or services or both), void reversal, pre-authorisation, tokenisation, refund in which a Card or Card number is used and which is processed electronically.

User means “you” or “your” organisation as specified in the Platform.

14. Fee Schedule