By completing and executing the Agent Activation Form or using the service, you agree to be bound by the terms and conditions set out below (the “Terms”).
Account Holder means a Customer or any other person who makes payment to you on behalf of a Customer.
Account Holder’s Account means any account via which a Customer makes a payment to you.
Beneficial Owner is a person who has effective control of the Merchant, owns more than 25% of the Merchant, or is a person on whose behalf a transaction is conducted. For the purposes of this agreement and when the entity is a partnership, sole trader, public company, or association, or when there is no Beneficial Owner, this includes an Authorised Representative who is authorised to sign this contract on behalf of the Merchant and who is in a position to assert significant influence over, or substantively stand behind the actions of, the Merchant.
Card (or Account) means the credit, debit or other account nominated or used to make a Payment to you.
Card Scheme means a central payment network (e.g., Visa, Mastercard or American Express) that uses credit and debit cards to process payments.
Card Scheme Rules means the rules, regulations and standards which regulate participants in a Card Scheme.
Commencement Date means the date of this agreement or such other date as the parties may agree in writing.
Customer means any person or entity who utilises the Program to make a payment to you.
GST means any goods and services tax, value added tax or sales tax imposed on the sale or supply of goods, services and rights including but not limited to a tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth.
Insolvent in the case of a company, means a company that is or becomes unable to pay its debts within the meaning of the Corporations Act 2001, or is presumed to be insolvent under that Act, or in the case of an individual, the individual dies or becomes bankrupt.
Invoice means one or more invoices given to you by us containing such information as we consider necessary to enable us to calculate the amount that you owe to us under this agreement.
Nominated bank account(s) means the bank account(s) you nominate in this agreement for the purpose of receiving and making Payments.
Privacy Law means all legislation, principles, industry codes and policies
regulating the handling of personal information including the Privacy Act 1988 (Cth) and the National Privacy Principles contained in schedule 3 of that Act. Program means the TravelPay B2B program.
2.1 This Agreement will commence on the Commencement Date and shall continue for 24 months (Initial Term) and thereafter extended for a further 12 months on each anniversary of the Commencement Date unless terminated in accordance with this agreement.
We reserve the right to vary or amend any term of the Program or this agreement and any change will be effective and deemed to be accepted from the date nominated in the advice of such change.
3. Our Responsibilities
3.1 Our Responsibilities
During the Term, we will:
3.2 Your Responsibilities
During the Term, you must:
4. Payments by you
5. Customer Payment Processing
You appoint us as your agent for the purpose of receiving payments from a Customer’s or Account Holder’s Account. This appointment is limited to the performance by us of acts necessary to receive these payments from Customers. We are not authorised to act on your behalf in any other capacity or to bind you in any other way.
5.2 No Collection
You acknowledge and agree that:
5.3 Payments to you
We will cause payments received by us from Customers or Account Holders, to be consolidated and transferred to your Nominated Bank Account within 2business banking days after the day on which the Payment was made subject to normal banking and transaction processing operations and your Customer making the payment during normal banking hours. Funds, if there are any, will be transferred to you daily and we will email a reconciliation file to your nominee each time we make a payment to you.
As you are the beneficiary of funds collected by us, the supplier of goods and services to the Customer and the party privy to relationships with the Customer, you bear all responsibility and liability for any reversed or disputed payments or other form of recovery of funds by us. You indemnify and hold us harmless from and against all claims, costs, liabilities and expenses suffered or incurred by us because of us being obliged, for any reason, to reverse payments before or after the corresponding amount has been remitted to you.
We will promptly notify you if a Payment is required to be reversed by us, or if we receive notice of a disputed Payment that might lead to such reversal. You must do everything necessary on your part to enable us to avoid having to reverse Payments, including, for example, immediately providing information or agreements to us about the goods and services supplied by you.
5.6 Resolution of Disputes
You will be required to resolve disputes directly with your Customer using your own processes.
6.1 Licences and Authority
You represent and warrant to us that you hold all statutory licences and authorities necessary for the operation of your entity and the collection of Payments. You acknowledge that we are not providing any payment facility in addition to our stated services.
6.2 Authority to Debit and Credit
You authorise TravelPay B2B/Zenith Payments to credit and debit your Nominated Bank Accounts in accordance with the terms and conditions set out within this agreement and under the Direct Debiting System. You acknowledge that this Direct Debit arrangement is governed by the terms of the Direct Debit Service Agreement available on the TravelPay website.
6.3 Payment Failure
Should the debiting of any amount due by you under this agreement be unsuccessful, we will retry after 5 business days. Should any amount due remain unpaid by this time, we will attempt to contact you and we reserve the right to immediately withdraw our services and/or to off-set any amounts due against any funds due to you.
You authorise us to debit your Nominated Bank Accounts of any previously credited amount that was subject to banking, system or human error and notified as such to you.
7.1 Termination by us
We may terminate your participation in the Program by giving you no less than 30 days’ notice in any of the following circumstances:
7.2 Termination by you
You may terminate this agreement at any time 1 year and 9 months after the Commencement Date by giving us 3 months’ written notice of your intention to terminate.
7.3 Termination for Default or Insolvency
Either you or we (the non-defaulting party) may terminate this Agreement by giving notice to the other (the defaulting party) in the following circumstances:
7.4 Liability for termination
Termination of your participation in the Program does not cancel your obligations to pay Program invoices or other amounts due.
Termination of this Agreement under clauses 7.1 or 7.2 will be without liability for either party in respect of the relevant event but will not affect a party’s rights in relation to any prior unrelated breach of this Agreement.
On termination of this Agreement or the termination of your participation in the Program, you must cease to represent yourself as a participant in the Program.
7.5 Change of Ownership
You must notify us of any material change of ownership that occurs and facilitate transfer of this Agreement to the new owners.
8. Card Scheme & Payment Account Provisions
8.1 Payment Account Acceptance
For all payment accounts, methods, or Cards that we agree with you to make available, you agree to:
8.2 Tri-Party Agreement
You acknowledge that due to Card Scheme Rules, where your card volumes exceed, or are reasonably expected to exceed, $1,000,000 per annum with either Visa or Mastercard:
Terms and Conditions of the TravelPay B2Bpay and Split Payments Direct Debit Request (DDR) Service Agreement
1. Initial Terms Split Payments will debit your nominated account for the amounts and at the frequency of payments as agreed between you and the Payment Initiator (TravelPay B2B) with whom you have a direct debit agreement and authorised by the Split Payments DDR contract authorised and accepted by you.
2. Change of Terms Terms may be changed immediately with the approval of the Payment Initiator or within the parameters of the Digital Agreement issued by the Payment Initiator and approved by the User. This is managed through the Split Payments Platform.
3. Deferring or Stopping a Payment Should you wish to defer a payment to another date you must contact the Payment Initiator before the date of that payment to request the deferment. Deferments are entirely at the discretion of the Payment Initiator. You may request to stop an individual payment through the Split Payments platform however you will still be liable to make this payment to the Payment Initiator.
4. Altering the Schedule Should you wish to alter the payment frequency or Day to Debit contact the Payment Initiator. Altering schedule is solely at the discretion of the Payment Initiator. The Payment Initiator may charge a fee for this service. The Payment Initiator shall notify you of these fees. Any changes made will not affect the total amount you would otherwise have paid over the minimum term of your Contract.
5. Cancelling You can cancel this Direct Debit Request Authority at any time through the TravelPay B2B or Split Payments platform. Cancellation of the authority to debit your account will not terminate your contract or remove your liability to make the payments you have agreed to with the Payment Initiator.
6. Disputes If you dispute any debit payment, you must notify the Payment Initiator immediately. The Payment Initiator will respond to your dispute within 7 working days and will immediately refund the amount of the debit if they are not able to substantiate the reason for it. If you do not receive a satisfactory response from the Payment Initiator to your dispute, contact Split Payments who will respond to you with an answer to your claim within 5 business days if your claim is lodged within 12 months of the disputed drawing, or within 30 business days if your claim is lodged after 12 months from the disputed drawing.
7. Business Days When the day to debit falls on a weekend or public holiday the debit will be initiated on the next working day.
8. Dishonoured Payments It is your responsibility to ensure that on the due date clear funds are available in your nominated account to meet the direct debit payment. Should your payment be dishonoured, you authorise TravelPay B2B Split Payments to debit your account when clear funds become available in your nominated bank account.
10.Your Other Responsibilities In addition to those already mentioned, you are responsible for ensuring that your nominated account is able to accept direct debits. If it is not, it is your responsibility to provide TravelPay B2B or Split Payments with a new account number.