The Terms and Conditions in Sections 1 to 19 below and the Payment Channel Terms in Appendix A (together, the Terms) govern your use of MYOB’s Payment Service (Invoicing) (MYOB’s Invoicing Service). When you activate an MYOB’s Invoicing Service Payment Channel you agree to be bound by the Terms (as amended from time to time).
The Glossary in Section 19 includes definitions of capitalised words used in the Terms.
The Terms are up to date as at the date stated above. We may update the Terms from time to time in accordance with Section 14 and, if we do so, we will make that updated version available on our website.
What is MYOB’s Invoicing Service?
MYOB’s Invoicing Service allows your customers to pay your invoices quickly and easily using a range of payment methods.
MYOB’s Invoicing Service
Supports payment types such as Visa or MasterCard credit and debit cards with more payment methods to be added.
Provides seamless integration with your accounting software for simple reconciliation of your invoice payments
Provides a fully integrated payment page enabling your customers to make real-time payments via our banking gateway
Provides a merchant facility with multiple payment acceptance options
Protects your transactions with sophisticated fraud monitoring detection tools
Gives you quick access to more channels as they are added such as BPAY
Payments made by your customers using MYOB’s Invoicing Service will be deposited into your nominated business Account as cleared funds, usually by the next business day.
Further details on the conditions of use are set out later in the Terms.
What are the costs?
The costs of using MYOB’s Invoicing Service are published on our website.
Monthly billing process
At the beginning of each month, we will debit your nominated Fees Account for the Fees payable for the previous calendar month. We will also send you a monthly statement providing a breakdown of the Fees that have been charged.
Please note that certain Fees can vary or may be waived from time to time, as a result of special offers by us, or otherwise in accordance with the Terms. Any such variations or waivers will be published on our website.
What to do if you have a concern?
You should contact us immediately if you suspect an error has occurred in a transaction or if you experience any other problems concerning the use of the MYOB’s Invoicing Service.
You should do this by either calling MYOB’s Invoicing Service support team on 1300 783 674 or emailing us at email@example.com
What we will do
We will promptly look into your concern and decide what course of action should be taken. We will seek to resolve your concern immediately, however if that is not possible, we will aim to resolve it within five (5) business days. If this is not possible, we will keep you informed of progress and how long itis expected to take to resolve.
These Terms govern your application for and ongoing use of MYOB’s Invoicing Service. These Terms also explain relationships with 3rd Parties involved in MYOB’s Invoicing Service, the available Payment Channels, and our and your respective obligations to each other. These Terms are divided into the following parts:
Sections 1 to 19 – General Terms: This part sets out terms and conditions that apply to all Payment Channels available with MYOB’s Invoicing Service.
Section 19 – Glossary: This sets out definitions and principles of interpretation for these Terms.
Appendix A – Payment Channel Terms: This appendix sets out the specific terms and conditions which, together with those in General Terms, apply to each Payment Channel that is activated through MYOB’s Invoicing Service.
2. Application for MYOB’s Invoicing Service
a. To be eligible to use MYOB’s Invoicing Service and activate any of the available Payment Channels, you must at the time of your application:
i. be the registered user of a Complying MYOB Product;
ii. be approved by us to use MYOB’s Invoicing Service and to activate each of the available Payment Channels;
iii. have a valid ABN;
iv. nominate a Settlement Account which must be in the same name as the Business applying to use MYOB’s Invoicing Service; and
v. pay any applicable application Fees to us. To continue to use MYOB’s Invoicing Service you must continue to comply with Points i. to v. above.
b. An approval to use MYOB’s Invoicing Service only relates to one Business. A separate application must be made for of each Business for which you wish to use MYOB’s Invoicing Service.
c. You must nominate a contact person or persons who are authorised to provide instructions to us on your behalf relating to your use of MYOB’s Invoicing Service and any activated Payment Channels.
You must name that person or persons and provide accurate and current phone and email details for each of them. You acknowledge that the contact person or persons nominated will be given permission to authorise Adjustments and be provided with transaction details relating to your use of MYOB’s Invoicing Service and any activated Payment Channels.
d. Your application and ongoing use of MYOB’s Invoicing Service, and any available Payment Channels, is subject to you providing us all required application information, passing our internal checks and checks of 3rd Parties, and meeting any specific requirements of a Payment Channel (including those set out in the relevant Payment Channel Terms or in relevant application documentation that we provide to you). We will notify once your application has been fully approved.
e. Note that some Payment Channels (for instance the Visa/MasterCard Payment Channel) may be activated through a staged process. The Payment Channel may be activated to accept payments from your customers once you have successfully completed our online application process, but prior to completion of all our internal and 3rd Party checks.
If this is the case, then settlement to you of any payments made by your customers will not occur until all our checks are complete and your application is fully approved.
f. You, as user of MYOB’s Invoicing Service, are fully responsible for ensuring that all information provided to us to setup your use of MYOB’s Invoicing Service and any Payment Channel is correct. You acknowledge and agree that we are not responsible for any consequences that arise out of your provision of inaccurate information to us.
g. You authorise, or you must ensure that the relevant person authorises, us and any 3rd Parties that we have contracted with for this purpose, to undertake all necessary credit reference and other checks. You must provide, or ensure that the relevant person provides, all information that is required (as notified to you by us) in respect of your application to use MYOB’s Invoicing Service and/or activate a Payment Channel.
h. We will advise you whether your application to use MYOB’s Invoicing Service or to activate a Payment Channel has been approved or declined, but we do not need to give reasons why an application or activation request is declined. We may set a minimum time period before a new application or activation request may be made.
i. If you are approved to use MYOB’s Invoicing Service and activate a Payment Channel, you may be given the relevant User Guide for that Payment Channel, which will form part of these Terms.
j. If circumstances affecting you may amount to a change of control for your Business (within the meaning of Section 11.a.xvi. you must advise us immediately, and if we ask you to, you must resubmit an application to use MYOB’s Invoicing Service and activate the required Payment Channels in respect of your Business(es)
We will treat that resubmitted application as a new application. Your use of MYOB’s Invoicing Service and any activated Payment Channels will be suspended from the time you notify us of the potential change of control. If your new application is not approved, your use of all Payment Channels will be terminated in accordance with Section 11.a.xvi.
k. To request changes to the details that you have provided to us in relation to MYOB’s Invoicing Service or a specific Payment Channel (e.g. account details, contact details), you must submit the appropriate documentation to us as requested, signed by the appropriate person(s) specified in that documentation.
3. Other users of MYOB’s Invoicing Service
a. It is your responsibility to ensure that each of your users who has access to the MYOB’s Invoicing Service Portal protects the security of their own Password. You acknowledge and agree that the indemnity provided by you in Section 13.d. covers any Loss or Claim suffered or incurred due to the unauthorised use of a user account Password.
b. You must ensure that all users of your Complying MYOB Product have read and agree to abide by these Terms.
4. Privacy and confidentiality considerations
b. As part of the application process for MYOB’s Invoicing Service, the activation process for a Payment Channel and (in certain cases) your ongoing use of any activated Payment Channels, credit or other checks may need to be undertaken by us or 3rd Parties.
You acknowledge and agree that we may need to pass information, including Personal Information relating to you or your Personnel to 3rd Parties for the purposes of such checks, and we may receive and use information, including Personal Information relating to you or your Personnel, from 3rd Parties in return.
c. We will not assist in, and do not guarantee the success of, any such credit or other checks.
d. You must:
i. comply with any Privacy Law which you are bound by, or that we notify you that you must comply with (generally because that requirement binds us or a 3rd Party and we wish to pass these obligations on); and
ii. not do anything that does or may cause us or a 3rd Party to breach any Privacy Law.
e. You must not give us any Personal Information in breach of any Privacy Law. You must obtain, and you warrant that you will obtain, the express written consent of the relevant person before providing such Personal Information to us. The consent must include consent for us to pass the Personal Information on to 3rd Parties (who may themselves pass it on or otherwise deal with it) for the purposes of MYOB’s Invoicing Service and the use of a Payment Channel.
You also undertake to provide, and you warrant that you will provide, notifications to the relevant individual that their Personal Information may be passed to, and used by us, 3rd Parties or others for these purposes (including in connection with the checks referred to in Section 4.b.)
f. Subject to Section 4.g. unless otherwise expressly permitted by these Terms, you must:
i. treat as confidential and not disclose to any person any information which comes into your possession as a result of your use of MYOB’s Invoicing Service or otherwise in respect of MYOB’s Invoicing Service or these Terms; and
ii. not use any of that information except for the purposes of using MYOB’s Invoicing Service in accordance with these Terms. ‘Information’ in this Section 4.f. includes (butis not limited to) Personal Information, Fees and other charges related to MYOB’s Invoicing Service. You must ensure your Personnel comply at alltimes with the same obligation of confidence.
g. Section 4.f. does not apply to:
i. any information (other than Personal Information) which is in the public domain or becomes generally known to the public other than through breach of these Terms or another obligation of confidence owed by the disclosing party; or
ii. any information, including Personal Information, to the extent that information is required to be disclosed by the disclosing party under any law or legal process.
5. General obligations
a. You must only use MYOB’s Invoicing Service and the applicable activated Payment Channels for the Business (or Businesses) specified in your relevant approved application(s) and in accordance with these Terms.
b. Where a Payment Channel has been activated for your use by us, you must comply with the applicable Payment Channel Terms in Appendix 1, in addition to these General Terms, in respect of that use.
c. You agree to use MYOB’s Invoicing Service, and provide your customers the ability to make Payments using any activated Payment Channels, in accordance with these Terms and any User Guides or other reasonable directions that are issued to you by us from time to time.
d. You authorise us to give any authority, consent or instruction to a 3rd Party or other person in relation to the operation of MYOB’s Invoicing Service, or a specific Payment Channel, provided that authority, consent or instruction is consistent with, or envisaged by, these Terms. To the maximum extent permitted by applicable law, we are not liable to you for any action we take under this Section 5.4.d.
e. You may give your customers the information and materials specified by us in relation to the use of a particular Payment Channel, in order to assist them to use that Payment Channel. You must not give your customers any contradictory information or materials.
f. If requested by us, you must promptly give us copies of all information and materials you give your customers relating to the Payment Channels.
g. We may, at our sole discretion, from time to time set limits on the amounts of transactions that you may submit and process using MYOB’s Invoicing Service or a Payment Channel (including in regard to a maximum amount for a single transaction or a maximum total amount of transactions within a period of time, e.g. a limit of $25,000 per month). You must comply with any limits set by us as contemplated by this Section 5.g.
h. We may, at our sole discretion, require you to provide a security deposit and/or bank guarantee before approving your application for use of MYOB’s Invoicing Service or a Payment Channel. The purposes of this deposit and/or guarantee is to provide risk coverage for us and the amount of that deposit and/or guarantee will be determined based on the nature of your use of MYOB’s Invoicing Service, including the level of perceived risk for that use.
6. Intellectual property
a. Until we cease to provide you with use of MYOB’s Invoicing Service, we grant you a limited, personal, non-transferable, non-exclusive licence to:
i. access and use MYOB’s Invoicing Service and the applicable activated Payment Channels (and associated documentation that we provide to you, such as the User Guides) for the internal business purposes of the Business (or Businesses) specified in your relevant application(s), in accordance with these Terms; and
ii. use the MYOB’s Invoicing Service trademarks (as notified to you from time to time) on your MYOB’s Invoicing Service invoices and other documents specified by us and in any other way that we permit from time to time.
b. These Terms do not give you any intellectual property rights in, or other rights in respect of, MYOB’s Invoicing Service, the Payment Channels or any of our (or our licensors):
i. software, documents, templates, marketing material, trade marks, business names, logos, trading styles, get-up, processes or methodologies; or
ii. other intellectual property, other than those rights which have been expressly licensed to you under these Terms.
c. You must not, and you must ensure that your Personnel do not:
i. use, operate, copy, reproduce, modify, distribute, sell, sub-license or rent MYOB’s Invoicing Service, the Payment Channels or the intellectual property rights or other materials contemplated in Section 6.b. (the Materials), except as expressly provided in these Terms or another agreement with us or a related body corporate of ours or with our prior written consent;
ii. disassemble, decompile or reverse engineer all or any parts of MYOB’s Invoicing Service, the Payment Channels or the Materials;
iii. use MYOB’s Invoicing Service or a Payment Channel in a way that may damage our reputation or goodwill;
iv. introduce a virus, malware, spyware or other disabling or malicious device or code that may cause harm into MYOB’s Invoicing Service;
v. allow any person or entity to access or use MYOB’s Invoicing Service, a Payment Channel or any Materials, except as expressly provided in these Terms, except as expressly provided in these Terms or another agreement with us or a related body corporate of ours or with our prior written consent; or
vi. operate or sub-license MYOB’s Invoicing Service for the benefit of a 3rd party, including as a service bureau, time share facility, outsourcing or otherwise.
7. Fees and charges
a. A schedule of our Fees from time to time is available on our website.
b. We may:
i. change the amounts of any Fees or Fee schedules; or
ii. add to, delete from or change the items, transactions or events on which Fees are payable to us, at our discretion by giving you 20 days notice by either:
iii. publishing such changes on our website; or
iv. notifying you directly in accordance with Section 17 of these Terms.
c. If we make a change under Section 7.b, you have the option to terminate your use of MYOB’s Invoicing Service and any activated Payment Channel. See Section 10 for more details.
d. You acknowledge that the Fees Account we will use for Fees will be the same Account you have nominated for the debiting of subscription fees related to your Complying MYOB Product, unless we agree otherwise in writing.
e. You must pay us, or facilitate the payment to us of, all Fees related to your use of an activated Payment Channel, on the due dates. You authorise us to debit from your Fees Account all Fees payable to us or a 3rd Party in respect of your use of an activated Payment Channel and we will do so in accordance with the DDR arrangements detailed in Section 9 below.
If, despite this requirement, there are not sufficient funds in your Fees Account or we cannot draw funds from your Fees Account under the DDR, you must on demand immediately pay a sum to us in cleared funds sufficient to cover all such debits.
f. You agree that personal credit information provided may be used and retained by us for the following purposes (as well as other agreed purposes):
i. to provide MYOB’s Invoicing Service;
ii. to analyse, verify and/or check your credit, payment or status in relation to the provision of MYOB’s Invoicing Service;
iii. to process any payment instructions, direct debit facilities or credit facilities requested by you;
iv. to enable the collection of amounts outstanding in relation to MYOB’s Invoicing Service; and
v. to register a default against your credit file in the event you do not respond to the collection of overdue invoices.
g. We may give information about you to a third party for the following purposes:
i. to obtain a consumer credit report;
ii. to allow the third party to create or maintain a credit information file about you including credit history;
iii. to collect amounts outstanding in relation to MYOB’s Invoicing Service; and
iv. to register a default against your credit file in the event you do not respond to the collection of overdue invoices.
8. GST and duties
a. The Fees published on our website are exclusive of GST. All payments due to us (e.g. Fees, reimbursement by you to us of any amounts or payments under indemnities) are to be increased by the amount of any GST liability we have in relation to supplies we make to which those payments relate.
b. All duties (e.g. stamp duty, debits tax, other government charges or financial institution account fees) payable in relation to your use of MYOB’s Invoicing Service and any Payment Channels are payable by you, or where we have paid them, must be reimbursed by you on our request
9. Direct debit request arrangements
a. You acknowledge that a DDR will be required in respect of your use of MYOB’s Invoicing Service, and any activated Payment Channels that you use, to enable the direct debit of Fees and/or Adjustments from your nominated Accounts.
b. The Payment Channel Terms may set out further details relating to the required direct debit arrangements forthose Payment Channels.
c. This Section 9 sets out your rights, our commitment to you, your responsibilities to us and where you should go for assistance, in relation to direct debit matters.
d. You must ensure that:
i. your Settlement Account, and Fees Accounts, can accept direct debits (your financial institution can confirm this);
ii. on each direct debit date there are sufficient cleared funds in the Settlement and/or the Fees Account(s) (as applicable) to cover all debits to be processed by us in relation to your use of MYOB’s Invoicing Service and any activated Payment Channels (including in respect of Fees);
iii. we are notified if an Account is transferred, closed or otherwise becomes unsuitable or unavailable for the DDR;
iv. you keep the DDRs in place at alltimes during the period in which you use MYOB’s Invoicing Service, and any activated Payment Channels, and for a period of at least six (6) months after termination of your use of MYOB’s Invoicing Service; and
v. direct debit through the BulkElectronic Clearing System is available on your Accounts (noting that the BulkElectronic Clearing System is not available for some bank accounts).
e. We may charge an additional Fee where a debit for Fees and/or Adjustments is processed to your nominated Account but is subsequently rejected by your financial institution (e.g. the Settlement Account or Fees Account is closed or has insufficient funds).
f. If our direct debit on your Settlement Account and/or Fees Account is returned or dishonoured by your financial institution:
i. for a debit for Fees or Adjustments, we will attempt to re-debit after three (3) Business Days; and
ii. we may add to the amount debited any additional transaction Fees payable in respect of the dishonour and the re-debit.
g. If you are unsure about when a drawing will be processed in relation to your Account, please enquire directly with your financial institution.
h. We will debit your Settlement Account and/or Fees Account for all Fees and other amounts of any nature payable by you to us or to 3rd Parties in relation to your use of MYOB’s Invoicing Service and any activated Payment Channels.
i. Drawings of Fees will ordinarily occur on the first Business Day of each month. We will debit from your Fees Account the Fees payable up to the last day of the previous month. Other drawings will occur as required or permitted under these Terms or our agreements with 3rd Parties (e.g. to adjust a Payment made by a customer of yours).
If a due date for payment falls on a day which is not a Business Day, drawing will take place on the next Business Day following the due date.
j. We will send you a monthly statement/tax invoice or other advice by email setting out the nature and amount of each drawing.
k. You acknowledge and agree that we will need to provide Personal Information relating to you to our financial institution to initiate or alter drawings from your Account.
Changes to DDR arrangements
l. We will give you at least 14 Business Days written notice when we change the initial terms of the DDR arrangement.
m. If you wish to discuss any changes to DDR arrangements made by us, please contact the MYOB’s Invoicing Service support team on 1300 783 674 between 9.00am and 5.00pm (AEST) Monday to Friday.
n. If you want to change the DDR arrangements, please contact the MYOB’s Invoicing Service support team. These changes may include, subject to these Terms:
i. deferring a drawing in relation to a later billing period;
ii. altering a schedule;
iii. stopping an individual debit;
iv. suspending the DDR; or
v. cancelling the DDR completely.
o. You should direct all such enquiries to us, rather than to your financial institution. These enquiries should be made at least 3 Business Days before the end of a month.
Queries and disputes
p. If you believe that a drawing has been initiated incorrectly, you should initially discuss the matter with us by contacting our MYOB’s Invoicing Service support team by email at firstname.lastname@example.org or on 1300 783 674 during normal business hours (AEST).
q. If you do not receive a satisfactory response to your issue from us, you should then contact your financial institution to lodge a dispute.
r. We may send notices electronically to your email address or by ordinary post to the address that you have given us. Please refer to the notice provisions in Section 17 for more details on how we will send you notices.
10. How you can terminate your use of MYOB’s Invoicing Service or an activated Payment Channel
a. You can terminate your use of MYOB’s Invoicing Service or an activated Payment Channel at any time by calling us on 1300 783 674; or
b. You will be billed any outstanding Fees in the next calendar month immediately following termination and we may continue to process Adjustments for a period of up to 6 months after termination. See Sections 9.i. and 12.a.iv. for more details.
11. When we can suspend or terminate your use of MYOB’s Invoicing Service or a particular Payment Channel
a. In addition to rights set out elsewhere in these Terms (including the relevant Payment Channel Terms), we may suspend or terminate, without prior notice, your use of MYOB’s Invoicing Service or an activated Payment Channel where:
i. you are no longer a registered user of a Complying MYOB Product or the subscription payment for your Complying MYOB Product is in arrears;
ii. your direct debit authority is cancelled or withdrawn;
iii. we are unable to debit your nominated Accounts for the relevant Fees, Chargebacks, or other Adjustment;
iv. you refuse to accept, or instruct your relevant financial institution to refuse, a debit to your Settlement Account for a Chargeback or other Adjustment; or
v. you go into liquidation, take, permit or suffer a step toward going into liquidation, or we reasonably suspect you may do so or we have reasonable concerns about your credit worthiness;
vi. a dispute (including, but not limited to, in respect of a Chargeback) is raised by one of your customers in respect of a payment made by them to you through use of a Payment Channel and we reasonably consider that dispute to have arisen due to your inappropriate business practices;
vii. you failto remedy a material breach of these Terms (including non-payment of any Fees) within five (5) Business Days of notice from us;
viii. 3rd Party arrangements necessary to facilitate a Payment Channel cease to exist or in our opinion render the ongoing operation of the Payment Channel substantially unworkable or non-functional;
ix. we are required to do so by an agreement with a 3rd Party in relation to a Payment Channel;
x. the action of a regulator in our opinion renders the ongoing operation of MYOB’s Invoicing Service, or a particular Payment Channel, substantially unworkable or non-functional;
xi. we believe this is necessary either to protect the security integrity or reputation of MYOB’s Invoicing Service or any of its Payment Channels, or to otherwise protect our interests;
xii. a change occurs in your Business, assets or financial condition which in our reasonable opinion has or may have a material adverse effect on your ability to meet your obligations under these Terms, on our rights under these Terms or on any of our agreements with 3rd Parties;
xiii. you have not supplied us the requested documentation as part of our internal application review process within 14 days of receiving the request;
xiv. you have not commenced using MYOB’s Invoicing Service, or a specific Payment Channel, within 3 months of being approved for MYOB’s Invoicing Service or the relevant Payment Channel (as applicable)
xv. you have stopped receiving Payments from your customers via the relevant Payment Channel for a period of 13 calendar months or have notified us that you no longer use a Payment Channel;
xvi. in our reasonable opinion (having regard to voting rights, rights to receive income or capital, rights to appoint directors and any other matter which we believe relates to effective control) any person or persons who between them as at the date you were first approved to use MYOB’s Invoicing Service:
1. control you; or
2. control or beneficially own more than 50% of your ordinary shares or other voting, income or capital participation rights, ceases or cease to control you or hold or control more than 50% of those ordinary shares or other rights; or
xvii. in circumstances set out in the applicable Payment Channel Terms.
b. We may terminate your use of MYOB’s Invoicing Service or an activated Payment Channel for convenience at any time, provided that we give you at least three (3) calendar months' notice.
c. Following suspension or termination (other than in accordance with Section 11.b.) we will use reasonable endeavours to notify you in writing.
d. We can lift a suspension or reinstate suspended use in our absolute discretion by written notice to you, and this takes effect on receipt or any later time specified in the notice, subject to you meeting any conditions set out in the notice.
e. If you become aware that a circumstance which would permit us to suspend or terminate your use under Section 11.a has arisen or may arise, you must advise us in writing as soon as possible.
f. Upon suspension of your use of MYOB’s Invoicing Service or a particular Payment Channel:
i. you must immediately:
1. cease to access and use MYOB’s Invoicing Service and the applicable Payment Channels; and
2. cease to use or distribute material containing any intellectual property rights of ours or any 3rd Party granted to you in relation to MYOB’s Invoicing Service or the Payment Channel (as the case requires);
ii. you must comply with any reasonable direction given by us to facilitate that suspension in an orderly manner;
iii. we may place conditions upon any subsequent application by you for the use of MYOB’s Invoicing Service or a Payment Channel;
iv. no accrued rights of yours or ours are extinguished or otherwise affected; and
v. any other consequences set out in the applicable Payment Channel Terms apply.
g. You acknowledge that we may at any time and without notice withhold settlement to you of any Payments for a period reasonably determined by us in order to protect us from potential losses that we may suffer as a result of your use of MYOB’s Invoicing Service or any Payment Channel, including losses that may arise in connection with:
i. significant pre-payment risk;
ii. suspected fraudulent activity;
iii. excessive Chargebacks; or
iv. an inability to process Adjustments to your Account under the DDR arrangements.
12. Following termination
a. On termination of your use of MYOB’s Invoicing Service by you or us
i. you must immediately:
1. cease to access and use MYOB’s Invoicing Service and Payment Channels; and
2. cease to use or distribute material containing any intellectual property rights of ours or any 3rd Party granted to you in relation to MYOB’s Invoicing Service or the Payment Channels;
ii. you must comply with any reasonable direction given by us to facilitate that termination in an orderly manner;
iii. we may place conditions on any subsequent application by you for participation in MYOB’s Invoicing Service or the Payment Channels;
iv. you must ensure that DDRs remain in place as required under Section 9 for a period of at least six (6) months after termination;
v. you remain liable for, and we may continue to process, Adjustments for a period of up to six (6) months after termination;
vi. each limitation of liability in favour of us set out in these Terms and Sections 4.f, 4.g, 6.c, 7.e, 8, 9.d., 9.e., 9.f., 11, 12, 13, 16, 17, 18, and 19 of these Terms together with all other provisions of these Terms that, by their nature, are intended to survive termination will continue to apply;
vii. your or our rights against each other which:
1. accrued before the time of termination; or
2. otherwise relate to or may arise at any future time from any breach of these Terms which occurred before the termination, are not extinguished or otherwise affected; and
viii. any other consequences set out in the applicable Payment Channel Terms apply.
b. If your use of a particular Payment Channel is terminated by you or us in circumstances where you will continue to have use of MYOB’s Invoicing Service and at least one other Payment Channel:
i. you must immediately:
1. cease to access and use the terminated Payment Channel; and
2. cease to use or distribute material containing any intellectual property rights of ours or any 3rd Party granted to you in relation to that Payment Channel;
ii. we may place conditions on any subsequent application by you for participation in MYOB’s Invoicing Service or the Payment Channels;
iii. any other consequences set out in the applicable Payment Channel Terms apply; and
iv. for the avoidance of doubt, these Terms will continue to apply to your ongoing use of MYOB’s Invoicing Service and any continuing Payment Channels.
c. Please refer to the Payment Channel Terms in Appendix A for more details on what happens following termination of a particular Payment Channel.
13. Liability, warranties, representations and indemnities
a. We do not warrant or represent that MYOB’s Invoicing Service or any Payment Channel is or will remain suitable or appropriate for your Business’ needs. You acknowledge that MYOB’s Invoicing Service is a generic service, the scope and operation of which is likely to change over time and that you are solely responsible for assessing your own Business to determine the ongoing suitability and appropriateness of MYOB’s Invoicing Service or any Payment Channel that you use for your Business.
b. To the maximum extent permitted by applicable law, we are not responsible or liable to you for any:
i. Loss or Claim suffered or incurred by you arising in relation to any Payment, Adjustment or other transaction effected via a Payment Channel, including any fraudulent, unauthorised or mistaken transaction, Payment instruction, reversal or error correction;
ii. delays, however caused, in the processing of Payments made or received or to be made or received (includingwithin our internal systems), or in other data information exchange, in relation to any Payment Channel;
iii. act or omission of ours that results in any direct or indirectloss (including loss of profits), damage, injury or inconvenience you suffer because of any service failure, including any unavailability of the service, any delays or any errors. Under no circumstances will be liable to you for any lost sales, revenue or profit or loss of custom due to any service failure which results in you being unable to promptly accept payments from your customers; or
iv. 3rd Party actions or inaction or the actions or inaction of other persons (including negligent or unauthorised actions or inaction) relating to MYOB’s Invoicing Service, including those relating to internet connections, or dealings with any money held.
c. To the maximum extent permitted by applicable law, we are not liable to you for any Loss or Claim, and we are not in default under these Terms, for a failure to comply with these Terms for any cause which could not reasonably be controlled or prevented by us. Such causes include strikes, lockouts, labour disputes, acts of God, acts of nature, acts of governments or their agencies, fire, flood, storm, riots, power shortages or power failure, war, acts of terrorism or hostility, sabotage, system failure or disruption, inability to obtain sufficient labour, raw materials, fuel or utilities, lack of telecommunications equipment or facilities or failure of information technology or telecommunications equipment or facilities or suspension or termination of 3rd Party agreements or services.
d. You indemnify us and our Personnel against any Loss or Claim suffered or incurred by us or any of our Personnel arising from:
i. your or your Personnel’s negligence misrepresentation, fraud, breach of law or breach of these Terms; or
ii. any Claim made against us by your customers other than to the extent the Claim relates to a dispute, complaint or query directly related to the processing of a transaction by us through a Payment Channel.
e. We hold the benefit of the promises in Section 13.d. on behalf of our Personnel.
f. You acknowledge that we will be relying on and using information provided by 3rd Parties and other persons in reporting and other matters, and to the full extent permitted by law, we will not be liable to you where a 3rd Party or other person provides incomplete, untrue or misleading or deceptive information and we use that information in good faith.
g. We expressly disclaim all conditions and warranties, express or implied, relating to the provision of MYOB’s Invoicing Service, including any Payment Channel, by us under these Terms. If any condition or warranty is implied into these Terms under any legislation (including the Australian Consumer Law) and the legislation avoids or prohibits provisions in a contract excluding or modifying the application of, exercise of, or liability under such a condition or warranty, the condition or warranty will be deemed to be included in these Terms.
However, our liability for breach of the condition or warranty is, if the legislation so permits, limited in our sole discretion to:
i. the resupply of MYOB’s Invoicing Service or the particular Payment Channel (as the case requires); or
ii. the cost of resupply of MYOB’s Invoicing Service or the particular Payment Channel (as the case requires), in respect of which the breach occurred, and otherwise will be limited to the maximum extent permitted by law.
h. You represent and warrant to us that:
i. you have all necessary power and authority to agree to these Terms, to use MYOB’s Invoicing Service and any Payment Channel activated by you, and to perform your obligations under these Terms;
ii. you will comply with all laws or industry codes applicable to you in the exercise of your rights and the performance of your obligations under these Terms; and
iii. all information provided at any time by you or on your behalf to us or to any other person involved with MYOB’s Invoicing Service including 3rd Parties (including material provided in relation to any application for use of a Payment Channel or additional Payment Channels), will be true and accurate at the time itis provided. If you discover that any part of itis or may become materially false or misleading, you will advise us as soon as possible and provide updated or correct information.
i. The limitations and exclusions of liability set out in this Section 13 apply regardless of the basis on which the relevant liability arises, whether in contract, tort(including negligence), statute, equity, indemnity or otherwise.
14. Amendment of documents
a. We can add to, delete or amend any of these Terms, the User Guides, templates or other forms, reports or other documents relevant to MYOB’s Invoicing Service as and when we see fit(including when 3rd Parties require, or relationships or changed relationships with 3rd Parties require) by publishing such changes on our website or otherwise providing the relevant documents to you.
b. If we make a change under this Section 14:
i. we will use reasonable endeavours to notify you within ten (10) Business Days of before any change that is likely to materially affect the way that you use MYOB’s Invoicing Service takes effect. However, if we need to restore or maintain the security of MYOB’s Invoicing Service, we may change your use and access to MYOB’s Invoicing Service without advance notice; and
ii. you have the option to terminate your use of MYOB’s Invoicing Service under Section 10.
a. You must do allthings and provide all information as and when reasonably required by us to:
i. fulfil our obligations to 3rd Parties from time to time in respect of MYOB’s Invoicing Service or a Payment Channel under agreements or otherwise; or
ii. otherwise administer MYOB’s Invoicing Service or a particular Payment Channel.
b. You must comply, at your own cost with all reasonable conditions, procedural requirements and directions notified to you by us in connection with your (and your customers’) use of MYOB’s Invoicing Service, or a specific Payment Channel, including in relation to:
i. initiating, processing or effecting of transactions, including Payments or Adjustments, through a Payment Channel;
ii. the format of materials issued by you in relation to a Payment Channel;
iii. dealings with confidential information of ours or a 3rd Party; or
iv. consents to the collection, use and/or disclosure of Personal Information under Privacy Law, as and when reasonably required by us.
c. You acknowledge and agree that the agreements and obligations we have with 3rd Parties relating to MYOB’s Invoicing Service and each Payment Channel may change from time to time, that we may not be able to control those changes, and that the changes may require:
i. us to do certain things, including imposing additional or increased Fees or other obligations under these Terms; or
ii. you to do certain things, including alter printed materials, cease distributing pre-printed materials or pay additional amounts.
d. You acknowledge and agree that the agreements and obligations we have with 3rd Parties relating to MYOB’s Invoicing Service and each Payment Channel may from time to time require us or you to act, or not act, in a manner otherwise inconsistent with these Terms, and that if this occurs, we may act, or not act, in the manner required without any liability to you, and you must act, or not act, in the manner required (as directed by us) without any liability to us. Any such requirement, action or inaction does not have the effect of changing these Terms.
e. If we or a 3rd party identify any activity or circumstance relating to your use of MYOB’s Invoicing Service (including any Payment Channel) that we consider inappropriate or that otherwise requires investigation, you must provide a reasonably detailed written response to us within two (2) Business Days (or such longer period as we may reasonably request) of our request for an explanation.
16. Other documents and precedence
a. Your application for each Payment Channel and the User Guides that we make available to you form part of these Terms as if repeated in them.
b. It is intended that the Payment Channel Terms operate collectively with, and not detract from, the General Terms. However, to the extent of any conflict or inconsistency, the Payment Channel Terms take precedence over these General Terms.
17. Notices and other communications
a. Notices or other communications relevant to MYOB’s Invoicing Service or a specific Payment Channel may be given:
i. to us by email to email@example.com or to any other postal address or email address notified by us to you from time to time; and
ii. to you:
1. by prepaid post to your nominated postal address from time to time; or
2. by email to your nominated email address from time to time, or to another postal address or email address notified by you to us from time to time.
b. A notice or other communication given under Section 17.a. is taken to be received:
i. if sent by prepaid post, on the 3rd Business Day after posting; or
ii. if sent by email, 1 hour after sending unless the recipient or the sender’s machine notifies the sender in writing within 1 hour from sending that the email has not been received or not been delivered.
We can rely on the authority of persons who are, or who appear to us to be, authorised to act on your behalf.
b. Governing law and jurisdiction
These Terms are governed by the laws of Victoria. You irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and courts that may hear appeals from those courts.
c. Our consent
Where anything in these Terms requires our consent, then unless expressly provided otherwise, to be effective, that consent must be in writing signed by an authorised officer of ours.
Any waiver of a right or power of ours under these Terms may only be given in writing signed by an authorised officer of ours. We may waive all or part of these Terms, on such terms as we see fit.
You cannot assign or otherwise deal with your rights under these Terms without our prior written consent. We can at any time assign our rights and obligations under these Terms. If we do so, you must execute any documents required to give effect to that assignment.
If the whole or any part of these Terms is void, unenforceable or illegal in a jurisdiction, itis severed for that jurisdiction. The remainder of these Terms have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This Section 17.f. has no effect if the severance alters the basic nature of these Terms or is contrary to public policy.
g. Whole agreement
These Terms and the documents incorporated by reference in them contain the whole of the agreement between us and you in relation to MYOB’s Invoicing Service. Any representations or warranties made by our Personnel before you are accepted for participation in MYOB’s Invoicing Service have no force or effect unless expressly set out in these Terms.
h. Further action
Both you and we agree to do allthings and execute all documents necessary or desirable to give full effect to these Terms and the transactions contemplated by them.
i. Remedies cumulative
The rights, powers and remedies provided to you and us in these Terms are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or by any agreement.
j. Non-business days If the day on or by which any thing is to be done under these Terms is not a Business Day, that thing must be done on or by the next Business Day.
19. Glossary – definitions
In these Terms:
Account means an account with a financial institution you nominate for the relevant purpose, including a Fees Account;
Adjustment means an amount paid or payable by you, or on your behalf, in relation to a Payment, including a Chargeback, reversal, a refund and an error correction;
Bulk electronic clearing system means the payments clearing system managed by the Australian Payments Clearing Association Limited also known as BECS or CS2;
Business means a separate business enterprise of yours – you may register a number of business enterprises for MYOB’s Invoicing Service;
Business day means:
a. in respect of notices, a day on which banks are open for business in the city where the notice or other communication is received, excluding a Saturday, Sunday or public holiday; or
b. for all other purposes, a day on which banks in Melbourne or Sydney are able to effect settlement through the Reserve Bank of Australia;
Chargeback means the reversal of a card transaction that has been initiated by the card issuing bank on behalf of the card-holder as a result of a dispute or suspected fraud;
Complying MYOB product means a current version of our software specified for operation with MYOB’s Invoicing Service;
DDR means direct debit request;
Fees means fees and charges payable by you in relation to your use of MYOB’s Invoicing Service and a particular Payment Channel, as published on our website or notified to you by us either:
a. during the application process contemplated in Section 2 (including at the time that we notify you that your application has been approved); or
b. pursuant to Section 7.b.iv. Where we have notified you of certain fees and charges as contemplated in paragraphs a. and b. above, those fees and charges will apply to your use of MYOB’s Invoicing Service instead of the fees and charges published on our website;.
Fees Account means the Account that will be used for the purpose of having Fees debited by us for your use of MYOB’s Invoicing Service;
General terms means Sections 1 to 19 of these Terms;.
Loss or claim means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses;
Password means the unique code selected by a user as their password to enable access to MYOB’s Invoicing Service portal;
Payment means an amount received by you, or allocated for receipt by you or on your behalf, from a customer of yours via a particular Payment Channel in MYOB’s Invoicing Service, including an amount received by you whether or not it should have been paid to you;
Payment Channel means a particular electronic payment service offered as part of MYOB’s Invoicing Service, for example the Visa/MasterCard Payment Channel. Terms and conditions and other information specific to particular Payment Channels is set out in the Payment Channel Terms in Appendix A;
Payment Channel Terms means the terms and conditions set out in Appendix A to these Terms that apply each Payment Channel;.
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 an individual whose identity is apparent or can reasonably be ascertained from the information or opinion, which is received from any source as a consequence of the exercise of rights or performance of obligations under these Terms or otherwise in relation to MYOB’s Invoicing Service;
Personnel in relation to a person means that person and that person’s officers, employees, agents and contractors (but, for the purposes of a party, the other party is not included in the first party's Personnel);
Privacy Law means the Privacy Act 1988 (Cth), including the Australian Privacy Principles, as updated, replaced or amended from time to time and all other applicable legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to any Personal Information;
Settlement Account means an Account nominated by you that will be used by us to settle Payments Terms means these terms and conditions governing MYOB’s Invoicing Service, including the Payment Channel Terms;
User Guide means any user guide that we supply to users of MYOB’s Invoicing Service, as updated by us from time to time; and
3rd Party means any person with whom we have contracted in relation to MYOB’s Invoicing Service. This includes all service providers engaged by us for the delivery of MYOB’s Invoicing Service and the specific Payment Channels.
In these Terms, headings and bold type are for convenience only and do not affect interpretation and, unless the context requires otherwise:
a. the singular includes the plural and vice versa;
b. other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
c. a reference to a person includes an individual and a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
d. a reference to any thing (including any right) includes a part of that thing, but nothing in this Sub-section d. implies that performance of part of an obligation constitutes performance of the obligation;
e. a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
f. a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
g. a reference to a party to a document includes that party’s successors and permitted assigns;
h. no provision of these Terms may be construed adversely to us on the ground that we were responsible for the preparation of these Terms or that provision;
i. a reference to an agreement other than these Terms includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing;
j. a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;
k. a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;
l. a reference to a body, other than us or you (including an institute, association or authority), whether statutory or not:
i. which ceases to exist; or
ii. whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
m. examples are descriptive only and not restrictive or exhaustive; and
n. ‘we’, ‘us’, ‘our’ and equivalent terms refer to MYOB Australia Pty Ltd (and where relevant, our Personnel) and ‘you’, ‘your’ and equivalent terms refer to an applicant for, or participant in, MYOB’s Invoicing Service (and where relevant, your Personnel).
Where an individual applies for access to MYOB’s Invoicing Service in respect of a Business, 'you', 'your' and equivalent terms include the person, corporation or other entity that operates that Business (for instance, the company that employs that individual and runs that Business) and their Personnel (where relevant).
Annexure A, Part 1 – Payment Channel Terms
Visa/MasterCard Payment Channel Terms
These Visa/MasterCard Payment Channel Terms apply to all users of MYOB’s Invoicing Service who have been approved to accept Visa and MasterCard transactions.
A third party Acquirer acquires the transactions that you submit and are processed through the Visa/MasterCard Payment Channel, and these Visa/MasterCard Payment Channel Terms govern the legal relationship between you, MYOB and the Acquirer in respect of the Visa/MasterCard Payment Channel. These Visa/MasterCard Payment Channel Terms take effect as a tripartite agreement between:
you, the merchant;
the Acquirer; and
Unless the contrary intention appears, the following words have these meanings in these Visa/MasterCard Payment Channel Terms. Any capitalised terms used in these Visa/MasterCard Payment Channel Terms that are not defined in this Clause 1 have the meanings given in the Glossary in Section 19 of the General Terms.
Acquirer means means FiServe, or such other entity as notified by Us to You.
Banking Day means a day on which banks are open for general banking business in Melbourne Australia except for Saturdays, Sundays and National Public Holidays in Australia.
Card means a card that has been designated by the issuer as a Visa or MasterCard card or a card issued by any other card scheme which You have agreed to accept and We have agreed to process.
Card Schemes means, unless otherwise agreed by the parties, Visa and MasterCard.
Card Scheme Rules means the rules and regulations which regulate participants in the Card Schemes.
Cardholder means the Person in whose name the Card has been issued.
Chargeback is the reversal of a card transaction that has been initiated by the card issuing bank (on behalf of the card-holder as a result of a dispute or suspected fraud).
Data Breach means any occurrence which results in the unauthorised access by a 3rd party to confidential data relating to card transactions stored by Your business or any entity engaged by You to provide storage or transmission services in respect of that data.
Data Security Standards means the Payment Card Industry Data Security Standards (“PCIDSS”) mandated by the Card Schemes for the protection of Cardholder details and transaction information, and any additional or replacement standards of which You are advised from time to time.
FiServe refers to First Data Merchant Solutions Australia Pty Limited, ABN 51 115 245 531. MYOB refers to MYOB Australia Pty Ltd, ABN 13 086 760 198.
Person includes an individual, firm, body corporate, unincorporated body or association, partnership, joint venture and any government agency or authority.
PIN means the personal identification number allocated by the Acquirer, a card issuer or personally selected by the account holder.
Related Body Corporate has the meaning given to it in the Corporations Act, 2001 (Cth). Relevant Law means any:
a. statute, ordinance, code or other law including regulations and other instruments under them that are relevant to the obligations and rights of these Visa/MasterCard Payment Channel Terms; and
b. any code of practice, guidelines or standards issued by relevant regulators or industry bodies, including any card scheme rules relevant to these Visa/MasterCard Payment Channel Terms. Transaction Receipt means a document used to evidence a transaction.
We, Us and Our means, collectively, the Acquirer and MYOB.
You and Your means the Person to whom the Visa/MasterCard Payment Channel is provided by Us.
2. Approval to use the Visa/MasterCard Payment Channel
2.1. You acknowledge that:
a. the operation of these Visa/MasterCard Payment Channel Terms is conditional on the Acquirer approving an application for MYOB to provide the Visa/MasterCard Payment Channel to You;
b. in relation to information provided by You to MYOB in connection with Your application: i. MYOB may provide that information to the Acquirer;
ii. We may rely on such information as being complete, accurate and not misleading or deceptive; and
iii. the Acquirer is not obliged to verify the completeness or accuracy of the information it receives from MYOB;
c. We may obtain from any Card Scheme or a person who is involved in any Card Scheme, any credit reporting agency or any other person, information about Your merchant history or Personal Information about You, a Related Body Corporate, Your officers, employees or agents for any purpose relating to the operation of those Card Schemes and We can use any such information to assess an application under Clause 2.1.a.;
d. We can disclose information about Your merchant history, a data breach and relevant Personal Information in the following circumstances:
i. to any Card Scheme or to any person who is involved in any Card Scheme, information about You for any purpose related to the operation of those schemes, card fraud detection agencies (including information about termination of merchant solutions and reason(s) for termination of the Acquirer merchant solutions;
ii. where the law requires or permits Us to do so; and
iii. where We have reasonable grounds to believe that either You are involved in dishonest or criminal activity, are a victim of such activity, may have information relevant to an inquiry into such activity or have experienced a data breach, to any state or federal law enforcement or regulatory agency whether or not We have been requested by that agency to provide such information;
e. We can disclose Your information to any related entities of Ours and to any outsourced service providers engaged by Us (for example, mail houses, debt collection agencies (where necessary) or data analytics providers);
f. the decision whether to approve Your application is at the Acquirer’s sole discretion and the reason for any decision which is made may not be given to You;
g. an approval by the Acquirer is specific to MYOB providing payment services to You and does not in any way constitute a representation by the Acquirer that You will able to use the services of another payment service provider or of the Acquirer directly should You cease using MYOB’s payment services for any reason;
h. any information obtained by the Acquirer during its assessment of an application under Clause 2.a. is and remains confidential to the Acquirer and will not be shared with You. The Acquirer is bound by Card Scheme Rules and all correspondence and discussions between Card Schemes and the Acquirer are confidential as between the Acquirer and the Card Schemes; and
i. as part of Your ongoing use of the Visa/MasterCard Payment Channel, We will receive Card details of Your customers.
2.2. You represent and warrant that:
a. any information You provide to MYOB in connection with an application for MYOB to provide the Services is complete, accurate and not misleading or deceptive; and
b. if You have disclosed Personal Information to MYOB in connection with the application under Clause 2.1.a., You have obtained the relevant individual’s prior consent to the disclosure and otherwise complied with Your obligations under Privacy Law; and
c. You are able to satisfy Your obligations and responsibilities under these Visa/MasterCard Payment Channel Terms.
2.3. You acknowledge and agree that:
a. MYOB and the Acquirer are authorised to obtain from 3rd parties financial and credit information relating to You in connection with Our decision to approve Your application and in respect of Our continuing evaluation of Your financial and credit worthiness; and
b. any information collected by MYOB may be disclosed by MYOB to the Acquirer.
2.4. The Parties agree that no Party is or will be bound by these Visa/MasterCard Payment Channel Terms unless and until the Acquirer has confirmed its approval for MYOB to provide the Visa/MasterCard Payment Channel to You.
3. Your obligations
a. must immediately notify MYOB of any change to Your financial position which may affect Your ability to perform Your obligations under these Visa/ MasterCard Payment Channel Terms; and
b. must provide MYOB with prior written notice of any change in Your place of business and not carry on business in a place which has not been approved by MYOB and must not move Your place of business without Our prior written consent; and
c. must not change Your business name or ownership of Your business without giving MYOB prior notice and not substantially change the type of goods and services You sell without Our prior written consent; and
d. only submit a sales transaction where You are the supplier of the goods and/or services; and
e. not submit transactions on behalf of a 3rd party. For the avoidance of doubt, this includes submitting transactions for goods or services sold on another Person’s website; and
f. must allow the employees, contractors or agents of the Acquirer or those of any Card Scheme reasonable access to Your premises during normal business hours to check Your compliance with these Visa/MasterCard Payment Channel Terms, the Data Security Standards or for the purposes of the relevant Card Scheme Rules; and
g. must provide MYOB and the Acquirer with all information, assistance, authorities and consents (including obtaining information, assistance, authorities and consents from Your customers, as applicable) reasonably required to perform their obligationsand to deal with any queries in relation to the Visa/MasterCard Payment Channel; and
h. must comply with all applicable Card Scheme Rules and Relevant Laws and contractual requirements in accepting card payments and performing Your obligations under these Visa/MasterCard Payment Channel Terms; and
i. will observe and implement the fraud prevention procedures set out in the manuals, guides or directions provided to You, unless otherwise mutually agreed to by the parties.
Data Security Standards
3.2. This clause applies to You if collect payment data directly from a Cardholder or store any Cardholder data. In addition to the other provisions of these Visa/MasterCard Payment Channel Terms, You acknowledge and agree:
a. You must protect stored Cardholder data, regardless of the method used to store such data. Data storage also includes physical storage and security of Cardholder data. Some examples of other data storage which must be secured include an access or excel database and hard copy files. Storage should be kept to the minimum required for business, legal, and/or regulatory purposes; and
b. You must not store the personal identification number (PIN) or sensitive authentication data after authorization (even if encrypted); and
c. if MYOB or the Acquirer tell You that you must comply with the Payment Card Industry Data Security Standards, you must, at Your cost, successfully complete the protocols for PCIDSS within the time frame stipulated by MYOB or the Card Schemes. You acknowledge and agree that if You fail to do so:
i. MYOB or the Acquirer may terminate the provision of the Visa/MasterCard Payment Channel to You; and
ii. You are liable for any fine imposed upon the Acquirer by the Card Schemes as a result of Your failure to comply; and
iii. You are liable for any fines which the Card Schemes levy in the event that You suffer a card data compromise incident, and have not complied with the PCIDSS Accreditation program; and
d. the Acquirer is obliged to report all Data Breach events to Card Schemes, law enforcement agencies and/or Australian regulators. You grant irrevocable and enduring consent for the Acquirer to release details of any such Data Breach to the aforementioned bodies; and
e. if You have suffered a Data Breach:
i. You must give the Acquirer and its agents full access to Your systems and databases to facilitate a forensic analysis to ascertain:
1. what card data has been compromised; and
2. what weaknesses in the system permitted the unauthorised access to the data base; and
3. whether card data was created, deleted, altered, copied or manipulated in any manner; and
ii. all costs of the forensic analysis must be paid by You; and
iii. in order to continue processing card transactions, You must undergo a full PCIDSS accreditation. All costs of this accreditation exercise must be paid by You
Your duties to cardholders
3.3. Subject to the other provisions of these Visa/MasterCard Payment Channel Terms, You: a. must accept any valid and acceptable Card in a transaction; and
b. must only send an invoice with the Visa/MasterCard Payment Channel available to Your customer when You have committed to provide the goods and services to the customer; and
c. must not accept a Card in a credit card transaction for the purpose of giving a Cardholder cash; and
d. must perform all obligations (including supplying all goods and/or services) to the Cardholder in connection with the sale; and
e. must not sell, purchase, provide or exchange any information or document relating to a Cardholder’s account number, or Card number, or a transaction, to any Person other than:
ii. the Acquirer; and
iii. the card issuer; or
iv. as required by law; and
f. must destroy any document that is no longer required to be retained by applicable law or card scheme rules, in a manner which makes the information unreadable; and
g. must take reasonable steps to ensure that the information and documents mentioned in 3.3.e. are protected from misuse and loss and from unauthorised access, modification or disclosure; and
h. must not make any representation in connection with any goods or services which may bind MYOB, the Acquirer or any Card Scheme; and
i. must not indicate or imply that We, the Acquirer or any Card Scheme endorse any goods or services or refer to a nominated Card in stating eligibility for goods, services, or any membership; and
j. must not accept a Card or a transaction which is of a type You have been previously advised is not acceptable; and
k. must prominently and unequivocally inform the Cardholder of Your identity at all points of Cardholder interaction (including on any relevant website, promotional material and invoice) so that the Cardholder can readily distinguish You from MYOB, any supplier of goods or services to You, or any other 3rd party; and
l. must provide notice to any Cardholder with whom You enter into a transaction that You are responsible for that transaction, including for any goods or services provided, any payment transaction, related service enquiries, dispute resolution, and performance of the terms and conditions of the transaction; and
m. must not unfairly distinguish between issuers of a Card when accepting a transaction; and
n. must 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; and
o. if You collect or store Cardholder information, You must comply with any Data Security Standards notified to You; and
p. You may must not transfer or attempt to transfer financial liability under these Visa/MasterCard Payment Channel Terms by asking or requiring a Cardholder to waive his or her dispute rights.
3.4. You must not process a transaction as a recurring transaction unless You obtain Our prior written approval.
3.5. You agree to indemnify and hold MYOB and the Acquirer harmless from and against any fines imposed on MYOB or the Acquirer (as applicable) by a Card Scheme because of Your conduct in relation to the Visa/MasterCard Payment Channel, including any fines imposed as a result of an unacceptable rate of Chargebacks.
4. Card acceptance requirements
4.1. You must:
a. use reasonable care to detect the unauthorised use or forgery of a Card; and
b. notify MYOB if You become aware of or suspect fraud on the part of a Cardholder; and
c. not deliberately reduce the value of any one transaction by:
i. splitting a transaction into two or more transactions; or
ii. allowing a Cardholder to purchase items separately; and
d. establish a fair policy for dealing with refunds and disputes about transactions and include information about that policy on Transaction Receipts as required by MYOB; and
e. only submit a transaction as a refund to a Cardholder if it is a genuine refund of a previous sale transaction. The refund must be processed to the same card that was used in the original sales transaction and be for the original sale amount; and
f. give refunds for transactions by means of credit and not in cash or cheque; and
g. not process a refund transaction as a way of transferring funds between Your accounts; and
h. if a transaction for a sale does not cover the full amount of the sale:
i. 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
ii. in any other circumstance You must obtain the balance due at the time the sale is completed in cash; and
i. not state or set a minimum or maximum amount for a Card transaction without Our prior written consent; and
j. not ask a Cardholder to reveal their PIN or any other secret identifier; and
k. contact MYOB for instructions if the identification of a Cardholder or the validity of the Card is uncertain; and
l. not knowingly submit for processing any transaction that is illegal or that You should have known is illegal.
4.2. For remote transactions, You must:
a. 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
b. record reasonable identification details of the Person You are dealing with.
Amount of surcharge
5.1. Where You elect to charge a Cardholder a surcharge in respect of a transaction, You must not impose a surcharge in excess of the reasonable cost of card acceptance.
5.2. Upon request by Us or any Card Schemes, You must produce supporting information to substantiate Your costs of card acceptance. Where the card scheme dictates the format of the required substantiation, e.g. through use of a “reasonable cost of acceptance calculator”, You must provide details of Your costs in the required format.
5.3. Where required by a Card Scheme, You must submit, at Your cost, to an audit of Your costs of card acceptance by an independent auditor approved by the Card Scheme requiring the audit. The audit must be completed and results reported back to the relevant Card Scheme within the time-frame specified by the Card Scheme.
5.4. Where, following an investigation into Your surcharging and cost of card acceptance, We or a Card Scheme determine that the amount that You are surcharging exceeds the reasonable costs of card acceptance, We may by 30 days notice to You require You to reduce your surcharge level to an amount that does not exceed the reasonable costs of card acceptance.
5.5. Without limiting any other rights that We may have under these Visa/MasterCard Payment Channel Terms, We may, by notice to You, terminate these Visa/MasterCard Payment Channel Terms if, following receipt of notice under Clause 6.4. You fail to reduce Your surcharge level to an amount that does not exceed the reasonable costs of card acceptance.
5.6. You acknowledge that excessive surcharging by You could expose the Acquirer to fines from Card Schemes. You agree to indemnify the Acquirer against any fines imposed by Card Schemes in relation to Your surcharging practices.
5.7. You acknowledge that card issuers may from time to time change the classification of a credit card (i.e. standard or premium) and, as a result, when applying a surcharge rate to a Cardholder, it cannot be guaranteed that the classification of the card (i.e. standard or premium) on which You have based the surcharge will be same as the classification on which You are charged Your merchant service fee in relation to the same transaction.
Disclosure of surcharge
5.8. You must clearly disclose to the Cardholder before the transaction is completed any surcharge that You will charge for completing the transaction, and do it in such a way that allows the transaction to be cancelled without the Cardholder occurring any cost.
5.9. You must not represent or otherwise imply that the surcharge is levied by a card scheme or by Us or any other financial institution.
5.10. Definitions (In this Clause 6)
Surcharge means any fee charged by a merchant to a Cardholder that is added to a transaction for the acceptance of a card.
Costs that form Your “reasonable costs of card acceptance” will be determined having regard to the Reserve Bank of Australia’s Guidance Note: Interpretation of Surcharging Standards, as amended or replaced from time to time
6. Transaction receipt
6.1. Unless We have agreed that We will provide the transaction receipt to the Cardholder, You must give the Cardholder a copy of the Transaction Receipt for each transaction, but You must not charge a fee for doing so.
6.2. If You are notified that You must prepare the Transaction Receipt, You must ensure the information contained in the Transaction Receipt:
a. is identical with the information on any other copy; and
b. legibly includes the information notified to You.
6.3. You must provide MYOB with the Transaction Receipt and any other required evidence of the transaction within seven (7) days if You are asked by MYOB to provide it.
6.4. If You wish to change Your Internet or email address, or telephone number appearing on the Transaction Receipt, You must notify MYOB in writing at least 15 Banking Days prior to the change taking effect.
7. Invalid or unacceptable transactions
7.1. A transaction is not valid if:
a. the transaction is illegal as per applicable laws; or
b. if applicable, the signature on the voucher, Transaction Receipt or authority is forged or unauthorised; or
c. the transaction is before or after any validity period indicated on the relevant Card; or
d. You have been told not to accept the Card; or
e. the transaction is not authorised by the Cardholder; or
f. the particulars on the copy of the voucher or Transaction Receipt given to the Cardholder are not identical with the particulars on any other copy; or
g. the price charged for the goods or services is inflated to include an undisclosed surcharge for card payments; or
h. another person has provided or is to provide the goods or services the subject of the transaction to a Cardholder; or
i. You did not actually supply the goods or services to a genuine Cardholder as required by the terms of the transaction, or have indicated Your intention not to do so; or
j. the transaction did not relate to the actual sale of goods or services to a genuine Cardholder; or
k. the transaction is offered, recorded or billed in a currency We have not authorised You to accept; or
l. these Visa/MasterCard Payment Channel Terms were terminated before the date of the transaction; or
m. You have not complied with Your obligations in Clause 3.3.; or
n. if applicable, the details are keyed into Equipment and You did not legibly record on a Transaction Receipt the information required by Clause 7; or
o. itis a credit transaction in which:
i. the amount of the transaction or transactions on the same occasion is more than any applicable limit notified to You; or
ii. You collected or refinanced an existing debt including, without limitation, the collection of a dishonoured cheque or payment for previous card charges; or
iii. You provide a Cardholder with cash; or
p. it occurs during a period in which Your rights under these Visa/MasterCard Payment Channel Terms were suspended; or
q. You cannot give a Transaction Receipt as required by Clause 7 provided for herein; or
r. for any other reason, the Cardholder is entitled under the Card Scheme Rules to a Chargeback of the transaction.
7.2. A transaction for a sale or refund is not acceptable if:
a. the Cardholder disputes liability for the transaction for any reason or makes a claim for set-off or a counterclaim; or
b. it is of a class which the Acquirer or MYOB decide, in their (reasonable) discretion, is not acceptable.
7.3. You acknowledge and agree that the Acquirer or MYOB may:
a. refuse to accept a transaction if it is invalid or unacceptable, or may charge it back to You if it has already been processed, even if We have given you an authorisation; and
b. reverse a sales transaction as a Chargeback, and debit Your account for the amount of the Chargeback, for any of the reasons in Clauses 7.1. and 7.2. and any other reason We notify You of from time to time; and
c. without limiting the above, delay, block, freeze or refuse to accept any transaction where the Acquirer or MYOB has reasonable grounds to believe that the transaction breaches Australian law or sanctions or the laws or sanctions of any other country
8. Settlement of transactions
8.1. The Acquirer will provide settlement to MYOB on each business day for the gross amount of all funds received from the Card Schemes in respect of transactions processed under these Visa/MasterCard Payment Channel Terms, less any Chargebacks or refunds.
8.2. MYOB is responsible for disbursing to You, in accordance with Your funding, reserve and payment arrangements with MYOB, any settlement amounts received from the Acquirer in respect of transactions processed under these Visa/MasterCard Payment Channel Terms.
8.3. You agree to direct any queries regarding settlement to MYOB.
8.4. You appoint MYOB as Your agent and trustee for the purposes of receiving settlement amounts received from the Acquirer and managing payment of those funds to You in respect of transactions processed under these Visa/MasterCard Payment Channel Terms.
9. Use of card scheme logos and trade marks
9.1. You acknowledge and agree that:
a. the Card Scheme logos, names and holograms (“the Marks”) are owned solely and exclusively by the relevant Card Scheme; and
b. You will not contest the ownership of the Marks for any reason; and
c. the Card Schemes may at any time, immediately and without notice, prohibit You from using any of the Marks for any reason; and
d. You may only use advertising and promotional material for the cards or which show a Card Scheme mark in the manner the Acquirer approves, unless You have received authorisation from the card schemes through other means.
10. Representations and warranties by you
10.1. You represent and warrant that:
a. by entering into these Visa/MasterCard Payment Channel Terms You are not currently and will not be in breach of any Relevant Law or any obligation owed to any Person; and
b. where applicable, You are duly authorised to enter into these Visa/MasterCard Payment Channel Terms and the obligations under these Visa/MasterCard Payment Channel Terms are valid, binding and enforceable in accordance with its terms; and
c. if You are an incorporated body, You validly exist under the laws of Your place of incorporation and have the power and authority to carry on Your business as that business is now being conducted and using any name under which that business is being conducted; and
d. if You, a Related Body Corporate or any officer, employee or agent of You or a Related Body Corporate has at any time been listed on a database of terminated merchants maintained by any Card Scheme or have otherwise had merchant services terminated by another acquiring bank, You have disclosed that fact to MYOB.
10.2. The representations and warranties set out in this clause will be deemed to be repeated each day after the date You enter into these Visa/MasterCard Payment Channel Terms
11. No warranties by us
Neither MYOB nor the Acquirer make any warranties in respect of any of the services to be provided under these Visa/MasterCard Payment Channel Terms. To the maximum extent permitted by law, any and all implied warranties and guarantees are excluded. In respect of any warranty or guarantee which is unable to be excluded under any relevant law, Our liability in respect of a breach of that warranty or guarantee is limited to the re-supply of the goods or services or the payment of the cost of having the goods or services supplied again.
12. Exclusion of liability
To the maximum extent permitted by applicable law We are not liable to You or to any person for any act or omission (including negligence) of Ours that results in any direct or indirect loss (including loss of profits), damage, injury or inconvenience You suffer because of any service failure (including any unavailability of the service) any delays or any errors.
Under no circumstances will We be liable to You for any lost sales, revenue or profit or loss of custom due to any service failure which results in You being unable to promptly accept payments from Your customers.
13. Termination and suspension
13.1. The Acquirer or MYOB may suspend or terminate these Visa/MasterCard Payment Channel Terms, or suspend then terminate these Visa/MasterCard Payment Channel Terms, or any part of them at any time if:
a. You are in breach of Your obligations under or arising out of these Visa/MasterCard Payment Channel Terms;
b. if in MYOB’s or the Acquirer’s reasonable opinion, the processing of Your transactions exposes MYOB or the Acquirer to an unacceptable level of risk;
c. You are or have engaged in conduct which exposes MYOB or the Acquirer to potential fines or penalties imposed under Relevant Law;
d. Your business or equipment is or has been targeted by a person engaged in fraudulent or dishonest activity whether with or without Your knowledge;
e. You or any service provider (other than MYOB or the Acquirer) that You use in connection with Your merchant services has suffered a data breach;
f. a direction is made by a Card Scheme or under Relevant Law that the Visa/MasterCard Payment Channel be suspended or terminated;
g. You have experienced an adverse change in financial circumstances;
h. We have concerns about Your solvency or if You become insolvent or are subject to any form of insolvency administration or a resolution is passed or an order is made for winding up; or
i. You have a significant adverse credit event recorded against You.
13.2. These Visa/MasterCard Payment Channel Terms will terminate automatically and immediately if:
a. MYOB’s registration as a member service provider or independent sales organisation with any Card Scheme is cancelled;
b. MYOB’s agreement with the Acquirer for the provision of merchant services is terminated for any reason; or
c. any other agreement that You have with MYOB in respect of MYOB’s payment processing services is terminated for any reason.
13.3. You authorise the Acquirer to disclose to any Card Scheme advice of termination of these Visa/MasterCard Payment Channel Terms and the reasons for the termination. You acknowledge that the information concerning termination of these Visa/MasterCard Payment Channel Terms then becomes available to any member of the Card Schemes.
This information, available to any member of the Card Schemes, may be used in assessing subsequent applications for merchant facilities.
13.4. This Clause 14 survives termination of these Visa/MasterCard Payment Channel Terms.
You may not assign or charge Your rights under these Visa/MasterCard Payment Channel Terms without Our prior written consent.
15. Australian domicile requirements
You acknowledge that We may only provide services to You under these Visa/MasterCard Payment Channel Terms where You:
a. have a permanent establishment in Australia through which transactions are completed;
b. are registered to do business in Australia;
c. have a local address in Australia for correspondence and acceptance of judicial process, other than a post-office box or mail-forwarding address; and
d. pay taxes in Australia (where required) in relation to the sales activity; and
e. satisfy any other domesticity requirements imposed by the Card Schemes from time to time. In addition to any other right to terminate or suspend the services, We may immediately cease to accept transactions under these Visa/MasterCard Payment Channel Terms where You fail to satisfy the above requirements.
16. Governing law
These Visa/MasterCard Payment Channel Terms is governed by the laws of the State of Victoria. Each party submits to the jurisdiction of the courts of that State and any courts of appeal from them.
In addition to MYOB’s rights to vary the Terms in accordance with Section 14 of the General Terms, the Acquirer may vary these Visa/MasterCard Payment Channel Terms on 30 days’ written notice to You.
You acknowledge that the Acquirer or MYOB may deliver notices to You in respect of these Visa/ MasterCard Payment Channel Terms in any of the ways listed in Section 17 of the Terms.
MYOB and the Acquirer may at any time without notice to You set off any Liability owed by MYOB or and the Acquirer (as the case may be), to You on any account against any Liability owed by You to MYOB or the Acquirer (as the case may be) under or in connection with these Visa/MasterCard Payment Channel Terms.
For the purpose of this clause, “Liability” means any debt or monetary liability, irrespective of whether the debt or monetary liability is future or present, actual or contingent.
Annexure A, Part 2 – BPAY Payment Channel Terms
1.1. The following words have these meanings in these BPAY Payment Channel Terms unless the contrary intention appears. Any capitalised terms used in these BPAY Payment Channel Terms that are not defined in this clause 1 have the meanings given in the Glossary in section 19 of the General Terms Adjustment means a transaction processed through BPAY Payments to reverse a previous Payment.
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 Code means the biller code(s) to be used by You, as notified by Us to You.
BPAY means BPAY Pty LimitedABN 69 079 137 518.
BPAY Payments means the electronic payments service promoted by BPAY and any other enhancement of or addition introduced by BPAY from time to time.
BPAY Scheme means
a. BPAY Payments;
b. BPAY View; and
c. any other enhancement of or addition to (a) or (b) above from time to time introduced by BPAY.
BPAY View means the service promoted by BPAY, which allows Payers to view Bills electronically.
Institution means Commonwealth Bank of Australia ABN 48 123 123 124.
Marks means the trade and service marks owned by BPAY from time to time and set out in the Standards Manual.
Management Committee means the management committee established by the constituent documents of BPAY .
Nominated Account means the Settlement Account nominated by You that will be used to settle Payments made through BPAY Payments.
Payer means a person who uses BPAY Payments to make a Payment.
Payer Customer means a Payer who makes a Payment to You.
Payer Direction means a direction from a Payer to their Payer Institution to effect a Payment through BPAY Payments, by or crediting an account or facility held by the Payer with that Payer Institution.
Payer Institution means a financial institution participating in the BPAY Scheme with whom a Payer has an account facility from which payments can be made and who receives a Payer Direction from that Payer.
Payment means a payment made, or to be made, by or on behalf of a Payer through BPAY Payments.
Payment Cut-off Time means, with respect to a Payer and its Payer Institution, the time on a Banking Business Day set from time to time by that Payer Institution as the time by which that Payer Institution must receive a Payer Direction for it to be processed by it on that day.
Payment Methods and Limits means the methods and limits set by the Institution or Us and notified to You buy Us, which may be used by a Payer Customer to make a Payment to You through BPAY Payments.
Settlement Date means the date being in the case of a Payer Direction given by a Payer to its Payer Institution:
a. before its applicable Payment Cut Off Time on a Banking Business Day, that day; or
b. after its applicable Payment Cut Off Time on a Banking Business Day, or on a non Banking Business Day, the next Banking Business Day.
Standards Manual means the BPAY Identity Standards Manual issued by BPAY prescribing the way in which the Marks may be represented, as provided to You by Us (as may be amended from time to time).
Sub-biller Operations Manual means the document so entitled provided to You by Us, as amended or replaced from time to time in accordance with clause 5.3. of these BPAY Payment Channel Terms.
We, Us and Our means MYOB Australia Pty Ltd, ABN 13 086 760 198.
You and Your means the Person to whom the BPAY Payment Channel is provided by us.
1.2. In these BPAY Payment Channel Terms, a reference to a ‘clause’ is a reference to the corresponding clause in these BPAY Payment Channel Terms, unless the context clearly indicates otherwise.
2.1. These BPAY Payment Channel Terms set out the terms and conditions under which:
a. We agree to act on behalf of you to facilitate the receipt of BPAY Payments by you; and
b. you agree to accept BPAY Payments through the Biller Code.
3.1. You agree to receive payments through BPAY Payments made using the Payment Methods and Limits.
3.2. You authorise Us to:
a. to accept Payments for You made using the Payment Methods and Limits; and
b. to credit and debit to the Nominated Account all amounts contemplated under this agreement, and We agree to remit to the Nominated Account all Payments received by Us for You made using the Payment Methods and Limits.
3.3. Without limiting clause 3.2. in any way, You authorise Us to make debits and credits to the Nominated Account as and when necessary to effect Payments and Adjustments made using the Payment Methods and Limits, and whether that Payment or the original transaction to which that Adjustment relates occurred before, on or after the date of that these BPAY Payment Channel Terms became effective.
3.4. You agree to do all things reasonably necessary to give effect to the authorisations in clause 3.2. and 3.3. including without limitation executing any documents and other instruments, and give any consents.
3.5. You may not give Us any instruction or direction, whether concerning the operation of the Nominated Account or otherwise, which is inconsistent with any authorisation or other provision of these BPAY Payment Channel Terms, and We are entitled to disregard any such inconsistent instruction or direction.
3.6. You acknowledge for Our benefit and for the benefit of Your Payer Customers that a Payment or Adjustment made to the Institution in its capacity as Our representative will be treated as having been received by You on the Settlement Date for that payment, whether or not it is in fact received by You on that day.
3.7. Unless we have informed you that Biller Information Files are to be provided by the Institution to You directly, We will pass on to You any information about Payments or Adjustments relating to You which We receive from the Institution within 24 hours of Our receipt of that information.
3.8. These BPAY Payment Channel Terms do not confer any rights or obligations on any party with respect to BPAY View. If You want to participate in BPAY View, You may only do so with Our prior written agreement of on such conditions as We and You may agree.
4. Our obligations
4.1. We must:
a. comply with Our obligations in connection with BPAY Payments as a ‘Master Biller’ within the BPAY Scheme;
b. perform Our obligations in connection with BPAY Payments in relation to You and these BPAY Payment Channel Terms with reasonable skill and care; and
c. use reasonable efforts to ensure that the Institution complies with its obligations in respect of Payments to You.
5. Your obligations
5.1. You must:
a. correctly and promptly credit or debit as the case may be the amounts of each Payment received by You to Your accounting record applicable to the Payer Customer, as identified in the Biller Information Files provided to You;
b. promptly notify Us if You are unable to apply Payments to Your Payer Customers for any reason;
c. establish and maintain a fair policy for correction of errors and exchange and return of goods and services if a dispute arises in respect of a Payment;
d. receive Payments for Your own benefit and to Your own accounts, not on behalf of third parties; and
e. report to Us any fraud or suspected fraud involving You or any of Your Payer Customers.
5.2. You consent, and agree to ensure that Your Payer Customers consent, to each information exchange necessary to allow:
a. the Institution and other participants in the BPAY Scheme to accept and process Payments from Your Payer Customers;
b. the information exchanges contemplated by these BPAY Payment Channel Terms to occur; and
c. Us to comply with Our obligations and exercise Our rights under these BPAY Payment Channel Terms .
5.3. You agree to be bound by the adjustment rules set out in the document called Sub-biller Operations Manual and as varied or amended from time to time by Us, giving You at least 30 days’ written notice before such change takes effect. You acknowledge:
a. receipt of the Sub-biller Operations Manual and the Standards Manual; and
b. that the Sub-biller Operations Manual and Standards Manual form part of these BPAY Payment Channel Terms.
5.4. If You do not agree with a variation or amendment made pursuant to clause 5.3. above, you have the option to terminate your use of MYOB’s Invoicing Service (including the BPAY Payment Channel) under section 10 of the General Terms.
6. Your acknowledgement
6.1. You acknowledge that a delay of any duration might occur and no rights arise as a result of a delay in the processing of Payer Directions where:
a. there is a public or bank holiday on the day or on the day after a Payer gives a Payer Direction;
b. a Payer Direction is received either on a day which is not a Banking Business Day or after the Payment Cut off Time on a Banking Business Day. These Payer Directions will ordinarily be processed by the Payer Institution on the next Banking Business Day;
c. another financial institution participating in BPAY Payments does not comply with its obligations under the BPAY Scheme; or
d. you fail to comply or are suspected on reasonable grounds of failing to comply with your obligations under these BPAY Payment Channel Terms , or are suspected on reasonable grounds of being involved in fraud, and payments to you are suspended pending resolution of the issue.
6.2. You acknowledge and accept that Your ability to receive Payments through BPAY Payments may be suspended or terminated, without prior notice to You, if Our participation or the participation of the Institution in BPAY Payments is suspended or terminated.
6.3. If for any reason beyond the Institution’s or Our control a Payer Customer effects a payment to You through BPAY Payments by which that Payer Customer’s Payer Institution receives value, but an equivalent value is not received by the Institution, neither us nor the Institution will be liable to You for that value not being credited to the relevant Nominated Account, or if already credited, being debited to the relevant Nominated Account by way of an Adjustment.
6.4. You consent to BPAY, the BPAY Management Committee or the BPAY central interchange processing entity (the CIP) naming You in any report prepared by BPAY, the BPAY Management Committee or the CIP for any reason in relation to the BPAY Scheme, including reports which may be circulated to all members of the BPAY Scheme.
6.5. You acknowledge that BPAY, the BPAY Management Committee or the CIP (as applicable) will exercise reasonable care in the preparation of any report prepared in accordance with clause 6.4. but does not guarantee the accuracy of any information provided in that report.
7. Promotions and advertising
7.1. We are entitled to sub-license use of the Marks and grant You a sub-licence to use the Marks including the BPAY logo and name in the manner specified in this these BPAY Payment Channel Terms and the Standards Manual for the purposes of advertising Your participation in and promotion of BPAY Payments to Payers and for no other purpose.
The sub-licence granted pursuant to this clause terminates immediately on termination or expiry of our right to sub-license use of the Marks or on termination or expiry of the Terms, these BPAY Payment Channel Terms or your right to use the BPAY Payment Channel.
7.2. You acknowledge that BPAY owns the Marks and agree:
a. not to contest or in any way impair any rights of BPAY to the Marks; and
b. at any time at Our or the Institution’s request 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 You under the control of and with the authorisation of BPAY and acknowledging ownership of BPAY of the Marks.
7.3. Any use of the Marks by You which is not in compliance with the requirements of these BPAY Payment Channel Terms or the Standards Manual and which is not promptly discontinued following written notice from Us to discontinue such use will be regarded as adequate ground for termination of these BPAY Payment Channel and your right to use the BPAY Payment Channel.
7.4. You are not entitled to license or assign the right to use any of the Marks whether by sale, consolidation, merger, amalgamation, operation of law or otherwise.
7.5. You must use the appropriate denotation or legend of trademark registration or ownership in connection with the Marks, as required or consented to by Us.
7.6. If You desire to use a denotation or legend of trade mark registration or ownership in connection with any mark (other than the Marks), but used in association with or on the same printed matter as the Marks, you may do so provided that:
a. such use will not adversely affect the rights of BPAY in the Marks;
b. the specification for such use is notified in writing to Us, and We give Our written approval to that specification prior to such use.
7.7. You must not use the Marks in such a way as to create an impression that the goods or services offered by You are sponsored, produced, offered or sold by the owner of the Marks. You must not adopt “BPAY” or any other Mark as any part of the name of your business or apply it to any goods or services offered for sale.
7.8. You must immediately on becoming aware of any infringement or potential infringement of the Marks notify Us.
7.9. If any claim is asserted or legal proceedings commenced against You for alleged infringement of any rights held by a third party by reason of the use of the Marks, then You must when You become aware of that claim or legal proceedings:
a. provide prompt written notice of such claim or proceedings to Us; and
b. keep Us informed of all developments in respect of the claim or proceedings.
7.10. You undertake to:
a. inform Your Payer Customers, in a manner which is not misleading, how they may use BPAY Payments (including giving them the Biller Code);
b. use only literature or promotional materials provided or approved by Us for the above purposes and in accordance with the Standards Manual; and
c. print the BPAY logo and the Biller Code on Your customer invoices, until such time as these BPAY Payment Channel Terms or your right to use the Payment Channel is terminated.
7.11. You agree to give Us access to the literature and materials referred to in clause 7.10. upon receiving reasonable notice from the Institution of its desire to have such access from time to time.
7.12. You consent to the use of Your name and main trading logo in lists and in promotional material by Us, BPAY, Payer Institutions and the Institution.
8. Your representations and warranties
8.1. You represent and warrant to Us and the Institution that:
a. you have all necessary power and authority to enter into these BPAY Payment Channel Terms and to perform Your obligations under them;
b. You will comply with all laws or industry codes applicable to You in Your exercise of Your rights and performance of Your obligations under these BPAY Payment Channel Terms; and
c. all information provided at any time by You to Us as contemplated by these BPAY Payment Channel Terms is true and accurate at the time it is provided. You agree to provide updated or corrected information to Us if any of the information provided by You to Us at any time as contemplated by these BPAY Payment Channel Terms is no longer true and accurate.
9.1. In addition to any termination events set out elsewhere in these Terms, these BPAY Payment Channel Terms and Your right to use the BPAY Payment Channel terminates automatically if the Master Biller Agreement between Us and the Institution is terminated and as at that date We have not entered into a Master Biller Agreement with another financial institution.
Annexure A, Part 3 – Amex Payment
These Amex Payment Channel Terms apply to all users of Invoicing Service who have been approved to accept Amex transactions.
1. We have an agreement with American Express Australia Limited (American Express) which is required to provide the Amex payment channel. In the event that our agreement with American Express terminates for any reason, our agreement with you regarding the Amex payment channel will terminate immediately.
2. You agree to comply with the American Express Terms and Conditions for Merchant Card Acceptance dated April 2018 (Amex Terms and Conditions), as updated from time to time.
3. You agree to accept Amex Cards in accordance with these terms and the Amex Terms and Conditions.
4. You authorise us to submit transactions to, and receive settlement from American Express, on your behalf.
5. You provide consent to:
a. Us disclosing transaction data, merchant data, Personal Information and other information about you to American Express and its affiliates, agents, subcontractors, and employees (Information); and
b. American Express and its affiliates, agents, subcontractors, and employees using the Information to perform under its agreement with us, operate and promote the network, perform analytics and create reports, and for any other lawful business purpose.
6. You must display American Express’ marks and give Amex equal representation with any signage, decals or other identification when promoting payment methods and remove them should this agreement be terminated. For the avoidance of doubt, you will not be required to display American Express’ marks and give Amex equal representation when carrying out select promotional campaigns for (and which are funded by) an individual payment scheme.
7. You must not surcharge American Express cardmembers, or if you do, you must apply a surcharge that is not more than any surcharge that you apply to other credit cards.
8. If you:
a. impose a surcharge that exceeds the reasonable costs of accepting the American Express Card; or
b. fail to notify customers prior to their purchase decision that a fee or surcharge is charged by you, American Express may terminate its agreement with us and exercise any of their rights in accordance with the Amex Terms and Conditions.
9. You provide all consents and will do all things necessary to enable us to comply with our obligations in relation to Cardmember disputes, transaction processing, authorisation, submission and protecting Cardmember information.
10. You must comply with all applicable laws, rules and regulations relating to the conduct of your business.
11. Your refund policies for purchases on Amex Cards must be at least as favourable as your refund policies for purchases on any other payment product and the refund policy must be disclosed to card holders at the time of purchase and in compliance with applicable law.
12. You agree that Amex will have third-party beneficiary rights, but not obligations, in relation to this agreement that will fully provide Amex with the ability to enforce the terms of this agreement against you as necessary to protect the Amex brand.
13. You agree that all limitations of liability stated in the General Terms will also apply for the benefit of American Express.
14. You must ensure that your website which features or otherwise references the Amex brand does not contain libellous, defamatory, obscene, pornographic, or profane material or any information that may cause harm to any individuals or to the Amex brand.
15. You must not process any charges that would be considered “prohibited uses” of the card as outlined in clause 2d of the Amex Terms and Conditions.