Merchant Terms & Conditions

2. Collection and Payment Arrangements

2.1 Agency You appoint us as your agent for the purpose of receiving fees and other payments from a customer’s, payer’s or account holder’s account. This appointment is limited to the performance by us of acts necessary to receive these payments from your customers. We are not authorised to act on your behalf in any other capacity or to bind you in any other way.  

2.2  No Collection You acknowledge and agree that: 

2.2.1 we are not a collection agent and we are not responsible for collecting fees or liable if a customer fails to pay any fees due to you;  

2.2.2 we are not obliged to do anything in addition to stated tasks to recover outstanding fees, participate in or resolve any dispute between you and a customer or levy any charges that you may wish to impose on a customer;  

2.2.3 this agreement does not alter your relationship with the customer other than by nominating us as the recipient of money that is otherwise payable directly to you by the customer; and

2.2.4 this agreement does not oblige us to deal with your customers or with account holders except to the extent necessary to assist in the receiving of payments from them.  

2.3 Direction
You must execute any documents reasonably required by your bank or us to give your customer’s permission and authority to pay their fees to us as your agent.  

2.4 Payment Processing Fee

2.4.1 This agreement obliges you or the Customer to pay the payment processing fee and any other applicable fees when utilising the ZenPay program.

2.4.2 You must not apply any processing fee or surcharge to the Customer  for the acceptance of Card payments where that fee is in breach of any applicable law or rule impose by a Card Scheme. 

2.4.3 When you pay the payment processing fee, the amount will be deducted from the amount that is disbursed to your nominated bank account, and/or will be deducted from your nominated bank account on a weekly, fortnightly, or monthly basis. 

2.4.4 When the Customer pays the payment processing fee, the amount is added to the amount processed and is retained by us before funds are disbursed to your nominated bank account. 

2.4.5 Payment processing fees are non-refundable in all circumstances. 

2.5 Failed Payment Fee
In the event of a payment subsequently being rejected by the Customer or the Account Holder’s bank, you or the Customer may be obliged to pay to ZenPay a “Failed Payment Fee” as notified or as outlined in this agreement, the Payer Registration Form, or the Online payments page. You can opt to on-charge this Failed Payment Fee to the Customer. If payable by the Customer, it will be automatically deducted from your or the customer’s nominated account approximately four days after we receive notification of the rejected payment. If payable by you, it will be deducted from your nominated bank account on a weekly, fortnightly, or monthly basis.

2.6 Other Charges
Service Fees, chargeback / dispute fees, SMS or Email Fees, or other fees may be detailed in the fee schedule or otherwise communicated to you or the Customer. SMS or Email fees may apply if you have enabled the ability for your customers to nominate to receive an SMS or Email confirmation message from ZenPay when a payment is sent for processing and the customer nominates to receive such a message or when you send messages to your customers via other solutions provided by ZenPay.  

2.7 Payments This agreement applies whenever customers make Payments to you and/or us using a customer’s account or when you and/or we process payments on behalf of customers

2.8 Fees We will cause the fees and other payments received by us from a customer or account holder, less any applicable payment processing fee, to be transferred to your nominated bank account subject to normal banking and transaction processing operations.

3. Term & Amendments

3.1 Initial Agreement 
This initial agreement will commence on the commencement date and continue until it is terminated in accordance with this agreement. Upon reaching the review date, this agreement is automatically renewed on its same terms for a period equal to the original agreement unless either party provides 30 days written notice to the contrary prior to the review date.  

3.2 Agreement Amendments
We reserve the right to vary or amend any term of these terms and conditions. We will publish the latest version at www.zenithpayments.com.au, and the variation takes effect immediately on publication. You will be deemed to accept the variation if you continue to use the services after it is published. This clause does not apply to the Direct Debit Documents, which may be varied in accordance with their own stated terms. If there is any inconsistency between these terms and conditions and the Direct Debit Documents, these terms and conditions prevail to the extent of the inconsistency.

4. Responsibilities, Change of Ownership, and Checks

4.1  Our responsibilities

During the term of this agreement, we must: 

4.1.1 handle all enquiries from you about the operation of the ZenPay program;

4.1.2 provide payment services to your customers to facilitate the payment of fees due to you;

4.1.3 receive fees and other payments on your behalf;

4.1.4 provide payment mechanism (subject to terms and conditions) for you to accept and/or process fees and other payments due to you;  
4.1.5 transfer funds due to you to your nominated bank account; 

4.1.6 provide reconciliation data or reporting for monies deposited in your nominated bank account;

4.1.7 use reasonable efforts to assist customers participating in the ZenPay program in order to facilitate the payment of fees;  

4.1.8 use reasonable efforts to provide payment failure notifications to customers and you. 

4.2 Your responsibilities

During the term of this agreement, you must: 

4.2.1 comply with the Payment Card Industry Data Security Standard (PCI DSS) as it applies to you, and implement and maintain processes and procedures to protect all cardholder data you receive, store, process or transmit;

4.2.2 comply with the Card Scheme Rules, all relevant laws (including legislation, principles, industry policies and Privacy Laws), and all our reasonable and lawful instructions in respect of payments;

4.2.3 promptly notify us if there is a change in your financial position that is reasonably likely to affect your ability to perform your obligations under this agreement or our ability to perform ours, if any other acquirer terminates your Card Scheme or similar services, or if you supply goods or services outside Australia; 

4.2.4 make available, promote and actively encourage the use of the program by all Customers;  

4.2.5 notify us in writing with proof of account ownership, if you wish to change your nominated bank account;

4.2.6 only use forms, authorities or other payment collateral, relating to the services provided under this agreement, that have been provided by us and/or approved in writing for use by us, and ensure that any Payer Registration Form provided by the Customer to you is correctly completed by you and the Customer;  

4.2.7 securely store any Customer forms, customer authorisation, or authorities to process payments for a period of seven years from the date of the last transaction;  

4.2.8 not use a Card or account held by you, or by a person connected with you, to process a payment to yourself, other than a test transaction we have authorised in writing;

4.2.9 not submit any transaction that you know, or ought reasonably to know, is illegal or is not a bona fide transaction with a Customer for goods or services you have supplied or will supply;

4.2.10 ensure that all information you provide to us is true, accurate, complete and not misleading, and promptly notify us if any information you have provided ceases to be so;

4.2.11 disclose your participation in the ZenPay program to any customer if you are legally or otherwise required to; and 

4.2.12 provide to us and authorise usage by us of your logo, business name or similar branding in conjunction with the ZenPay program. 

4.3 Change of ownership, control or business 

4.3.1 You must notify us in writing as soon as reasonably practicable, and in any event within 10 Business Days, of any change or proposed change to: (a) your ownership; (b) your effective control; (c) any Beneficial Owner; (d) your line of business or the nature of the goods or services you supply; or (e) your legal or trading name or ABN.

4.3.2 On receiving notice under clause 4.3.1, we may re-assess your continued use of ZenPay services, including by conducting further identity, Beneficial Owner, credit and risk checks, and by seeking any approval required from an Acquirer or Card Scheme. You must provide any information or authorisation we reasonably request for that purpose.

4.3.3 Following that re-assessment, we may, acting reasonably, continue to provide ZenPay services on the existing terms, impose reasonable additional conditions, or terminate this agreement on 30 days’ written notice.

4.4 Beneficial Owner, identity verification and credit checks

4.4.1  You consent to us conducting checks to verify your identity, your Beneficial Owners, and any person authorised to act on your behalf, including by using third party databases, at any time during the term of this agreement. You must provide any authorisation, identification or supporting documentation we reasonably request for that purpose. Where you fail to do so, we may suspend the provision of the ZenPay program until the check is completed.

4.4.2 You consent to us obtaining a credit report about you from a credit reporting body, and to disclosing your personal and credit information to that body, for the purpose of assessing your application for, and your continued use of, the ZenPay program.

5. Termination

5.1 Termination without cause
You may terminate this agreement at any time two years after the commencement date by giving us six months’ written notice of your intention to terminate. 

5.2 Termination
Either you or we (the non-defaulting party) may terminate this agreement by giving notice to each other (the defaulting party) in the following circumstances: 

5.2.1 if the defaulting party fails to make any payment due under this agreement when due and that failure continues for a period of five Business Days after the receipt of a notice requiring the defaulting party to remedy such failure; 

5.2.2 the defaulting party breaches or fails to perform any of its material obligations (other than payment obligations) under this agreement and, where that breach or failure is capable of remedy, it continues for a period of 14 days from the date of receipt of a notice requiring the defaulting party to remedy such breach or failure; 

5.2.3 an Insolvency Event occurs in relation to the defaulting party. 

5.3 Termination and suspension by us 

5.3.1  We may terminate this agreement immediately, and/or suspend providing services under it, if: 

(a)  we are directed or instructed to do so by a Card Scheme, Acquirer or a payment provider;

(b)  we reasonably suspect that fraudulent, unlawful or materially suspicious activity has occurred or is occurring, or that ZenPay solutions are being used for a purpose other than a purpose you have disclosed to us or that we have agreed to; or 

(c)  we reasonably consider that continuing to provide the solutions would cause breach of this agreement, or cause us or you to breach any law, any Card Scheme rule, or any requirement of an Acquirer or payment provider. 

5.3.2  Where we act under clause 5.3.1, we will notify you if, and as soon as, reasonably practicable and to the extent we are permitted by law.

5.3.3   We may withhold funds otherwise due to you to the extent we reasonably consider necessary to cover our actual or anticipated exposure in respect of the matter giving rise to the action under clause 5.3.1, together with Chargebacks, refunds, fines, fees and other amounts for which you are liable under this agreement. We will notify you of the amount withheld and the basis for it; review the withholding at intervals of not more than 14 days while it continues; and release any withheld funds no longer reasonably required for that purpose within five Business Days of the review that so determines, and in any event within the period contemplated by clause 5.4.3.

5.4 Consequences of termination 

5.4.1  On termination we will cease to provide the solutions, and you must immediately cease all use of them and of any of our materials, systems and marks.

5.4.2  All amounts owing by you to us become due and payable on termination and may be offset from funds due to you or debited by us from your nominated bank account.

5.4.3  Where we reasonably consider that a loss may arise in connection with prior transactions processed, we may retain, for a period of up to 180 days after the effective date of termination (Tail Period), an amount that we reasonably determine to be sufficient to cover Chargebacks, refunds, fines, penalties, fees, indemnity claims and other liabilities arising from those transactions. We will notify you of the amount retained and the basis for it, review the retention at intervals of not more than 30 days, and release any amount no longer reasonably required. We will account to you for the retained amount and pay any balance within 10 Business Days after the end of the Tail Period. If your actual liabilities exceed the retained amount, you must pay us the shortfall on demand. 

5.4.4  Each party must, within 30 days after termination, return or destroy the other party’s Confidential Information in its possession, except to the extent it is required to be retained by law, by a Card Scheme rule, or under a bona fide record retention policy.

5.5 Liability for termination

5.5.1 Termination of this agreement under clause 5.1, 5.2 or 5.3 is without liability to either party arising solely from the act of terminating.

5.5.2  Termination of this agreement does not affect any accrued rights, remedies, liabilities or obligations of either party as at the date of termination, including any right to damages in respect of a breach occurring before termination.

5.5.3  Termination of this agreement under clause 5.2 is without prejudice to the parties’ respective rights and remedies at law or in equity.

5.6 Survival 
Clauses concerning indemnities, Chargebacks and refunds, governing law, consequences of termination, liability for termination, and this clause survive termination or expiry of this agreement. 

6. Indemnities 

We indemnify you against any liability or loss that you may suffer or incur arising from a breach by us of our obligations under this agreement. You indemnify us against any liability or loss that we may suffer or incur arising from a breach by you of your obligations under this agreement. This indemnity includes any liability or loss that we are liable for to a third party arising from a breach by you of your obligations under this agreement. Neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or data. Nothing in this clause excludes, restricts or modifies any right, remedy, guarantee or condition imposed by law which cannot lawfully be excluded. 

7. Privacy 

You agree to comply with all Privacy Laws which are binding on you or which we are bound to comply with and which are notified to you. We agree to comply with the issued Privacy Policy.   

8. Disputed Payments, Chargebacks & Refunds 

8.1  Care You must exercise care and take reasonable precautions to prevent fraudulent, illegal, reversed or disputed payments from occurring. 

8.2  Responsibility As you are the beneficiary of funds collected by us, the supplier of goods and services to the Customer and the party in a direct relationship with the Customer, you bear all responsibility and liability for any reversed or disputed payments, any Chargeback or other form of recovery of funds by us. You indemnify us from and against all claims, costs, liabilities and expenses suffered or incurred by us as a result of us being obliged to refund or reverse payments before or after the corresponding amount has been remitted to you. This indemnity is in addition to, and does not limit, the indemnity in clause 6. We may not recover more than once in respect of the same loss. 

8.3  Notice We will promptly notify you if a payment is required to be refunded by us, or if we receive notice of a disputed payment that might lead to such refund or disgorgement. You must do everything necessary on your part to enable us to avoid having to refund payments, including, for example, immediately providing information or agreements to us about the goods and services supplied by you and the Payer Registration Form or customer authorisation in relation to a payment.

8.4  Resolution of Disputes Notice of a disputed payment or chargeback will be successfully refuted if you provide clear customer authorisation from your customer that is subsequently accepted by your customer’s or the account holder’s financial institution. Should the disputed payment or chargeback not be refuted, you will need to resolve the matter directly with your customer. 

8.5  Refund If we receive notice of a disputed payment and/or are required to refund or reverse all or part of any payment to a customer, an account holder or their bank or such a refund is debited from our account or otherwise disgorged, then: we will be discharged from any obligation to remit that amount to you; and you must reimburse us for that amount and/or we may off-set amounts due to you under this clause against any other payments due by us to you and/or deduct amounts from your nominated bank account.  

8.6 Recovery If you pay money to us in accordance with clause 8.5 and we subsequently recover funds from the customer, then we will deposit those funds to your nominated bank account. 

8.7 Licences & Authority You represent and warrant to us that you hold all statutory licences and authorities necessary for the operation of your business and the collection of payments. You acknowledge that we are not providing any payment facility in addition to our stated services.   

9. Authority to Credit and Debit 

9.1 Authority  You authorise us to credit and debit your nominated bank account in accordance with this agreement. 

9.2 Payment Failure  Should the debiting of any payment due by you under this agreement be unsuccessful, we will retry debiting after a further five Business Days. Should any amount due remain unpaid by this time, we reserve the right to immediately withdraw our services and/or to offset any amounts due against any funds due to you. 

9.3 Errors  You authorise us to debit your nominated bank account of any previously credited amount that was subject to banking, system or human error and notified as such to you.   

10. Card Scheme & Payment Account Provisions 

10.1  Payment Account Acceptance 
For all payment accounts, methods, or Cards that we agree with you to make available, you agree to: 

10.1.1  equally accept Customer transactions and to not unfairly preference or discourage the use of any payment account, method, or Card;  

10.1.2  have a fair, equitable and reasonable refund policy that is in accordance with industry standards and disclosed to your Customer at or before the time of purchase;  

10.1.3  accept payment accounts or Cards subject to the provisions of Card Scheme, processor or acquirer rules, provisions, or industry specific requirements;  

10.1.4  authorise us to submit transactions to, and receive settlement from, Card Schemes, processors, banks, or acquirers on your behalf;  

10.1.5 remove payment account, method or Card identification, logos and decals from your website, systems, and premises upon the termination of this agreement or our provision of that payment account or Card to you;  

10.1.6  not have libellous, defamatory, obscene, pornographic, or profane material, or any instructions on your website that may cause harm to any individuals or to brands associated with the operators of the payment accounts, methods, or Cards;  

10.1.7 confer on Card Schemes the third party right, but not the obligation, to enforce the terms of this agreement as necessary to protect the Card Schemes’ brands;  

10.1.8  indemnify Card Schemes against any liability or loss that they may suffer or incur arising from a breach by you of this agreement;  

10.1.9  consent to us disclosing transaction and other data about you to Card Schemes, processors, or acquirers to enable us and them to operate and promote services, perform contractual obligations, report and analyse data, and for other lawful purposes.

10.2  If there is any inconsistency between this agreement and the Card Scheme Rules, the Card Scheme Rules prevail to the extent of the inconsistency. 

10.3 Tri-Party Agreement 

You acknowledge that due to Card Scheme Rules, where your card volumes exceed, or are reasonably expected to exceed, USD $1,000,000 per annum with one Card Scheme:  

10.3.1 you may be required to enter into a Tri-Party agreement, that will be provided to you, between you, the acquirer and us in respect of all card transactions processed by the third-party acquirer that will be mentioned in the Tri-Party agreement;  

10.3.2  we will be the provider of the services to you.  

11. Integration Partners 

11.1 Integrated solutions We may provide Integration Credentials connecting an Integration Partner’s software to the ZenPay system in order to provide you with efficient and integrated payment solutions. Your use of an integrated solution is subject to this clause 11.

11.2  Integration Partners Your agreement with the Integration Partner is separate from this agreement. The Integration Partner is not our agent and cannot bind us. We are not responsible for the Integration Partner’s software or for any act or omission of the Integration Partner, and any fees it charges you are payable by you. We may pay an Integration Partner an incentive in connection with your use of the ZenPay program.

11.3  Authorisation and credentials You authorise us to act on instructions and data submitted using your Integration Credentials as if given by you, and you are responsible for them. You must keep your Integration Credentials secure and notify us promptly of any suspected compromise. We may suspend, revoke or reissue them where we reasonably consider it necessary to protect ZenPay system security.

11.4  Information You authorise us to exchange with the Integration Partner the information reasonably required to provide and support the integrated solution, including your business details, Transaction data and the fees applying to it, usage data, and Customer, payer and Account Holder details. You must ensure you have given the notices and obtained any consents required under the Privacy Laws for that exchange.

11.5 Changes We may change, update or discontinue any application programming interface, integration method or Integration Credential on reasonable notice, or without notice where required for security, legal, or Card Scheme reasons.

12. Governing Law and Jurisdiction 

This agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them and waives any objection to proceedings being brought in those courts on the grounds of venue or that the proceedings have been brought in an inconvenient forum.