Customer Terms & Conditions   <<B2Bpay as an example>>

B2Bpay provides a service for Customers to make any Payments of fees to Merchants. These terms and conditions form part of a Customer Registration Form (CRF) executed by the Customer (referred to as you) wishing to make Payments to the Customer’s Merchant through Zenpay Pty Ltd ABN 63 056 881 942, part of the Zenith Payments group trading as B2Bpay (or referred to as us). By completing and executing the CRF or usage of the service, the Customer agrees to be bound by the terms and conditions set out below (the “Terms”).

ZenPay Pty Ltd holds an Australian Financial Services Licence (number: 528678) and before you utilise ZenPay’s services,you should read these Terms in conjunction with ZenPay Pty Ltd’s Financial Services Guide, Product Disclosure Statement, and Target Market Determination which are available at https://zenithpayments.com.au/ZenPay-PDS.pdf

1.Definitions (as used in this agreement)

Account means the credit, debit, bank or other Account nominated or used by the Customer for Payment of fees.

Account holder means the owner or signatory of the credit, debit, bank or other Account nominated or used by the Customer for Payment of fees.

B2Bpay or us means the program developed by Zenpay Pty Ltd ABN 63 056 881 942 for the processing of Payments.

Customer means a person who has an agreement relating to the making of Payments to a Merchant, or an entity with whom the Merchant acts. For the purposes of this agreement, it also includes any person who makes Payments via the B2Bpay program on behalf of a Customer.

Customer’s Registration Form or (CRF) means an agreement between a Customer and us whereby the Customer agrees to utilise B2Bpay.  For the purposes of this agreement, it also includes any electronic or paper form or Payment page the Customer or Merchant has used to make a Payment.

Eligible Payments mean Payments processed through B2Bpay that may result in the Customer earning reward points or other benefit provided by B2Bpay. The terms of the rewards points or other benefit will be detailed in these terms and/or in online or email notifications provided by B2Bpay.  Unless specified by B2Bpay, Eligible Payments do not include failed Payments; disputed Payments; subsequently refunded or recalled Payments; or Payments using a Customer’s bank Account.

Merchant means the Merchant or Biller, or entity for whom the Merchant acts, to whom Payments are payable or processed using B2Bpay.

Payment (or Payments) in relation to a Customer, means the amounts a Customer pays to a Merchant. For the purpose of this agreement, it also includes any other Payments made by Customers and/or processed by the Customer’s Merchant or B2Bpay.

Payment Processing Fee means any Payment processing or transaction fee applied by B2Bpay and paid by either the Customer or the Merchant.

2. Contract

2.1 These Terms apply to any Customer from the date upon which B2Bpay accepts a Customer’s CRF or when a Payment is processed using B2Bpay.

2.2 These Terms do not operate to vary or affect in any way the meaning, operation and effect of any other contract to which the Customer is a party including, without limitation, the Merchant to which fees Payments are applied and any agreement regulating the use by the Customer of the card or bank Account identified in the CRF or used to pay fees (the “Account”).

3. Your Account

3.1 The Customer is responsible for ensuring that the entity (e.g. bank or other card issuer) issuing their Account will fulfil Payments authorised by the Customer. The Customer is responsible for ensuring that they have authority to nominate the Account used to process Payments.

3.2 B2Bpay is not responsible or liable in any way for any failure by any entity issuing the Account to remit Payments. The Customer acknowledges that the entity issuing the Account may not permit the use of the Account to process Payments using B2Bpay. The Customer is liable for any and all expense, damage or loss incurred by B2Bpay in the event of the misuse or unauthorised use of the Account by the Customer and the Customer must reimburse any such amounts to B2Bpay.

3.3 In order to use the B2Bpay service, the Customer must over 18 years of age, an Australian permanent resident or citizen and be the owner, operator or acting with the authorization of an Australian registered company or association, a sole trader or a partner in a business partnership.  

3.4 The Customer is responsible for ensuring that the Payment or Merchant they are paying is permitted under the terms of the Customer’s Account including prohibitions that card issuers apply to the use of the Account for the payment of finance, debt related or illegal activities. The Customer is not permitted to use the service for Payments related to; adult services, pornography, foreign exchange, share purchases, gambling, investments, mortgage payments, illegal drugs, political donations, wages, payments to the Customer or a related business entity, or any payment which is not a bona fide payment as a result of a legitimate business expense. B2Bpay may apply additional restrictions and may amend this list at any time without notice.

3.5 The Customer is solely responsible for the provision and confirmation of correct Payment details including, but not limited to, Customer details, amount, Payment reference, Merchant BSB and bank account number or BPAY Biller Code.  B2Bpay will not be liable for any Payments made in accordance with details provided or selected by the Customer. It is important that the Customer double checks Merchant banking or BPAY details when initially adding or selecting Merchants.

 4. Payment Procedures

4.1 The Customer will be deemed to have provided unconditional authorisation for the Account to be debited or charged with Payments when: the date for Payment of fees passes if the Customer has nominated an automatic or future-dated Payment method; the Customer initiates Payment at an electronic or online Payment terminal operated by B2Bpay or the Merchant; the Customer’s Merchant initiates a Payment; the Customer replies to a SMS and/or email Payment service provided by B2Bpay; and/or a Payment is initiated via the B2Bpay website or support centre.

4.2 B2Bpay will not be liable for any fraudulent use of the Account or any of the Payment methods described in paragraph 4.1. The Customer must notify B2Bpay immediately if the Account is lost or stolen by emailing info@b2bpay.com.au. A notice given by the Customer under this paragraph will be deemed to be a Change Notice cancelling all Authorisations to make Payments using the Account five days after B2Bpay receives the notice.

4.3 Regardless of when B2Bpay processes a Payment in accordance with these Terms, the Payment will not be regarded as completed unless and until the entity issuing the Account authorises and settles the Payment according to the settlement arrangements relating to the Payment. B2Bpay will not be obliged to process a Payment authorised under paragraph 4.1 after normal banking transaction times or on a day trading banks are not open for business until the next day upon which trading banks or card schemes are open for business.

4.4 The Customer releases and indemnifies B2Bpay from and against any action claim, loss, proceeding, cost, liability or expense (a “Claim”) suffered or incurred by the Customer in relation to, in connection with or as a direct or indirect result of any failure by the Customer to make Payments unless that failure occurs due to a breach by B2Bpay of these Terms.

4.5 As a separate, primary and severable liability, you indemnify and must keep B2Bpay indemnified from and against any Claim suffered or incurred by B2Bpay in relation to, in connection with or as a direct or indirect result of any Payment or purported Payment pursuant to your CRF, subsequently being rejected, invalidated or disputed. It is not necessary for B2Bpay to seek recovery or enforce any right against any other person or incur expense, loss, or damage or make Payment before enforcing a right of indemnity conferred by these terms and conditions.

4.6 In the event of an automated or future dated Payment subsequently being rejected by the Customer’s bank, card issuer or another party, B2Bpay will apply a fee (a “Failed Payment Fee”) of $15 excluding GST. This Failed Payment Fee will be automatically deducted from the Customer’s nominated Account within four days of B2Bpay receiving notification of the rejected Payment. Should the Failed Payment Fee also become rejected, B2Bpay reserves the right to cancel all Payment arrangements immediately.

4.7 The Customer acknowledges that any Payments made under this agreement that are subsequently disputed or reversed or which B2Bpay is required to refund by the entity issuing the Account, will not be forwarded to, or may be recalled from, the Merchant and the Customer will be obliged to remake any such Payment due under the terms of the Customer’s agreement with the Merchant.  Should B2Bpay be unable to recall or recover funds that have been disputed or reversed, the Customer is responsible and liable for Payment to B2Bpay of the outstanding funds.

4.8 B2Bpay will make available a tax invoice complying with GST legislation via the B2Bpay website.

5. Cancellation or Stopping Payments

5.1 The Customer is responsible for advising B2Bpay or altering their B2Bpay Payment settings if Payment ceases to be payable and/or the Customer wishes to withdraw any Authorisation given (or deemed to be given) according to paragraph 5.3 (an “Authorisation”).

5.2 The Customer acknowledges that any Payments received by B2Bpay (other than any Payment Processing Fee and other fees charged directly by B2Bpay) are remitted by B2Bpay to the Merchant and, accordingly, any Payments that exceed the amount due by the Customer to Merchant must be recovered directly by the Customer from the Merchant. The Customer releases and indemnifies B2Bpay from and against any dispute or claim arising from any Payment that is not actually due and/or payable. The Payment Processing Fee and other fees charged directly by B2Bpay are not refundable under any circumstances.

5.3 The Authorisations will be deemed to continue unless and until the Customer updates their online Payment details or notifies B2Bpay in writing that they are withdrawn (a “Cancellation Notice”). A Cancellation Notice may not be effective until five business days has elapsed from the date B2Bpay receives it. A Customer must execute a new CRF if the Customer wishes to renew the Authorisations.

5.4 B2Bpay will make available online the ability for Customers to amend or cancel their Payment settings. These changes will be deemed to have replace previous Payment settings when changes are successfully processed.

5.5 B2Bpay can terminate or limit the Payment arrangements contained in these Terms at any time with or without notice to the Customer.

5.6 The Customer acknowledges and agrees that B2Bpay has no involvement in, and no responsibility or liability for, the supply or delivery of goods or the performance of services between the Merchant and the Customer and as such, the Customer agrees that all queries, disputes or refund requests in relation to these goods or services will be taken up directly with the Merchant. The Customer further agrees not to request any bank or card issuer to stop, withdraw, dispute or refund any amount processed using the Customer’s Account. The Customer indemnifies B2Bpay from any direct or subsequent loss, including administration and recovery costs, as a result of the Customer not following this terms of this schedule.

6. Privacy

6.1 B2Bpay will collect, use and store any of your personal information in accordance with B2Bpay’s privacy policy (as varied from time to time). Full particulars of this policy are provided with these Terms and can be viewed on the B2Bpay website www.b2bpay.com.au. Without limiting the operation of the B2Bpay privacy policy, the Customer expressly authorises B2Bpay to disclose any of the Customer’s personal or Payment information to the Merchant and any other person nominated by the Merchant or to any bank, card issuer, Payment processor, rewards or loyalty program, or service provider used by B2Bpay to operate B2Bpay. B2Bpay may use the personal information collected for the provision of service or marketing information to the Customer or the Merchant. B2Bpay will use the information specified on the CRF for the purpose of identifying the Customer.

7. Variations and Amendments

7.1 B2Bpay may vary, delete or add (a “Change”) to these Terms (including the Payment Processing Fee and other fees) at any time. Any Change will be effective from the date B2Bpay implements or posts the Change on the B2Bpay website or sends notice of the change by email or by postal mail. B2Bpay may not notify the Customer in any other way of any Change. If the Customer wishes to vary any Customers’ Information (including any Authorisations), the Customer must execute and deliver a Change Notice in accordance with paragraph 5.4.  A notice given by B2Bpay under this paragraph will be effective on the day after it is posted.

8. Reward programs

8.1 B2Bpay may provide, directly or through third parties, the ability for Customer to earn reward points or other benefits as a result or Eligible Payments with B2Bpay.  In addition, B2Bpay may provide the ability for a Customer to redeem and/or transfer any earned reward points or additional benefits to a linked loyalty program.

8.2 The Customer acknowledges that B2Bpay has not made any warranty in relation to the benefits, if any, that may accrue to the Customer from making Payments by using the Account or any loyalty program. The Customer acknowledges that the existence or extent of benefits (including but not limited to reward points or interest free days) from using the Account or loyalty program will depend on the terms and conditions upon which the Account or loyalty program is issued to the Customer.

8.3 In addition to benefits that may be provided to a Customer by using the Account (e.g. points provided by a bank or card issuer), B2Bpay may provide reward points or additional benefits to the Customer for Eligible Payments made by the Customer. 

8.4 Any points provided by B2Bpay within B2Bpay and not redeemed will expire 24 months after the earning of those points.

8.5 B2Bpay retains the right at any time to alter or cancel the terms of any reward points or benefit provided by B2Bpay including the right at any time to reverse or withdraw reward points or other benefits that have been provided to a Customer. This change will effective from the date nominated by B2Bpay and may amend reward points or benefits already earned by a Customer.

9. Qantas Business Rewards

9.1 Qantas Business Rewards is a rewards and loyalty program operated by Qantas Airways Limited (‘Qantas’) ABN 16 009 661 901. Members of the Qantas Business Rewards Program who purchase specified goods and/or services (Qantas Business Rewards Members) are able to earn Qantas Points which may be redeemed in accordance with the Qantas Business Rewards Program Terms.

9.2 B2Bpay is partner of Qantas Business Rewards and Customers can earn Qantas Points by using B2Bpay as follows:
- 1 Qantas Point for every $7 paid by card to the Australian Taxation Office;
- 1 Qantas Point for every $10 paid by card to other billers;
- 1 Qantas Point per $3 paid to billers by bank account, and
- up to 3 Qantas Points per $1.50 paid to B2Bpay Bonus Billers.
See B2Bpay website for a list of current B2Bpay Bonus Billers

9.3 A business must be a Qantas Business Rewards Member to earn Qantas Points for business. A one-off join fee of $89.50 including GST normally applies, however this will be waived for B2Bpay Customers who use this url: http://www.qantasbusinessrewards.com/b2bpayfree. Membership and Qantas Points are subject to the Qantas Business Rewards Terms and Conditions which are available at: https://www.qantasbusinessrewards.com/terms.

9.4 In addition to the points details in 9.2, new Customers can receive additional Bonus Qantas Points based on ‘sign up offers’ that as may be detailed from time to time on the B2Bpay website or communicated separately.

9.5 B2Bpay and Qantas may provide opportunities for Customers to earn Qantas Points. Additional terms may apply to these Points earning opportunities.

9.6 Qantas Points earned by using B2Bpay will be credited to the Qantas Business Rewards Members' Business Rewards Account within 90 days of the eligible spend. Customers must ensure the ABN registered with Qantas Business Rewards is saved in the B2Bpay Customer profile or entered online on the B2Bpay website when paying in order to earn Qantas Points. Qantas Points cannot be subsequently awarded.

9.7 These terms as they relate to the Qantas Business Rewards program should be read in conjunction with the terms detailed about in clause 8.

10. Miscellaneous

10.1 The Customer is liable for any and all taxation implications relating to the Customer's participation in any rewards or loyalty program which may result in the Customer receiving reward points or other benefits as a result of using B2Bpay and / or an Account.

10.2 B2Bpay and any linked rewards or loyalty program shall not be responsible and shall not have any liability for any income tax or fringe benefits tax or other tax arising from a Customer’s usage of B2Bpay.

10.3 The Customer acknowledges that B2Bpay is not responsible for the payment of late payment fees or other any charges applied by a Merchant arising from a Customer’s usage of B2Bpay regardless of why the fee was applied.

B2Bpay – Direct Debit Service Agreement (Bank Account) 

This is your Direct Debit Service Agreement with ZenPay Pty Ltd t/a B2Bpay (User ID: TBC) ABN 63 056 881 942. It explains what your obligations are when undertaking a bank account Direct Debit arrangement with us.  It also details what our obligations are to you as your Direct Debit provider.  Please keep this agreement for future reference.  It forms part of the terms and conditions of your Direct Debit Request (DDR) and should be read in conjunction with your DDR authorisation and our terms and conditions. 

Definitions 

account means the account held at your financial institution from which we are authorised to arrange for funds to be debited. 

agreement means this Direct Debit Request Service Agreement between you and us. 

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

biller means the biller that payments are forwarded to. 

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

debit or payment means a particular transaction where a debit is made. 

direct debit request means the Direct Debit Request between us and you. 

us or we means B2Bpay, (the Debit User) you have authorised by requesting a Direct Debit Request. 

you means the customer who has signed or authorised by other means the Direct Debit Request. 

your financial institution means the financial institution nominated by you on the DDR at which the account is maintained. 

1. Debiting your account

1.1 By signing a Direct Debit Request or by providing us with a valid instruction, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and you. 

1.2 We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request. Or We will only arrange for funds to be debited from your account if we have sent to the address nominated by you in the Direct Debit Request, a billing advice which specifies the amount payable by you to us and when it is due. 

1.3 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. 

 2. Amendments by us

2.1 We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.

3. Amendments by you 

You may change, stop or defer a debit payment online, or terminate this agreement by providing your biller or us with at least 3 days notification by writing to:  B2Bpay, Reply Paid 79683, Balmain, NSW 2041  or  by telephoning us on 02 9556 7590 during business hours; or arranging it through your own financial institution, which is required to act promptly on your instructions. 

4. Your obligations

4.1 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. 

4.2 If there are insufficient clear funds in your account to meet a debit payment: 

(a)you may be charged a fee and/or interest by your financial institution; 

(b)you may also incur fees or charges imposed or incurred by us; and 

(c) 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. 

4.3 You should check your account statement to verify that the amounts debited from your account are correct.

 5. Dispute 

5.1 If you believe that there has been an error in debiting your account, you should notify us directly on 02 9556 7590 and confirm that notice in writing with us as soon as possible so that we can resolve your query more quickly.  Alternatively, you can take it up directly with your financial institution. 

5.2 If we conclude as a result of our investigations that your account has been incorrectly debited, we will respond to your query by arranging 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. 

5.3 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. 

6. Accounts

You should check: 

(a)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. 

(b)your account details which you have provided to us are correct by checking them against a recent account statement. 

(c)with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request. 

7. Confidentiality

7.1 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. 

7.2 We will only disclose information that we have about you: 

(a)to the extent specifically required by law; or  

(b)for the purposes of this agreement (including disclosing information in connection with any query or claim). 

8. Notice

8.1 If you wish to notify us in writing about anything relating to this agreement, you should write to:  

B2Bpay, Reply Paid 79683 Balmain, NSW 2041 

8.2 We will notify you by email, via an online post or by sending a notice in the ordinary post to the address you have given us in the Direct Debit Request. 

8.3 Any notice will be deemed to have been received on the third banking day after posting.  

CUSTOMER DECLARATION:
I hereby register with B2Bpay (B2B) & authorise B2B and/or the biller to process payments from my nominated account in accordance with this Customer Registration Form, Direct Debit Service Agreement (DDSA) and the Terms & Conditions (terms) available at www.b2bpay.com.au  By processing, I confirm that the information above is true and correct, that I have read, understand and agree to be bound by the DDSA and the terms. I understand that this arrangement will remain in place until such time as it is cancelled by me, my biller or B2B.

CUSTOMER DIRECT DEBIT (BANK ACCOUNT) REQUEST:
I/we request that moneys due in terms of the payment arrangements covered by this document, be drawn by ZenPay Pty Ltd t/a B2Bpay (User ID: TBC) ABN: 63 056 881 942 under the Direct Debiting System from my/our nominated account. I/we acknowledge that this Direct Debiting arrangement is governed by the terms of the Direct Debit Service Agreement available at www.b2bpay.com.au

For Billers - if Customer set up by biller: By submitting this form, you declare that you have authority from the Customer containing the declaration and DDR above to set up and process payments via B2Bpay.   

B2Bpay, Reply Paid 79683 Balmain NSW 2041 (02) 9352 7590