Terms

MYOB Group Limited (MYOB or the company; ASX: MYO), a leading provider of online business management solutions, acquired 100 per cent of Paycorp Payment Solutions Pty Limited ABN 96 096 353 374 (“Paycorp”) 1 April 2017.

Your access to Paycorp, whether as a registered member or visitor, is subject to the conditions below (Site Terms), the Paycorp Privacy and Security Statement and, if you are using our services through Paycorp, the Service Terms. Please read all of these terms and conditions carefully as by using this site you agree to be bound by them. We may revise and update the Site Terms from time to time without notice.

1 Software

1.1 Paycorp and all software used in connection with Paycorp (Software) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

1.2 For the purposes only of using our services, we grant you a personal, non transferable and non exclusive right and license to use the object code of the Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Software.

1.3 You must not modify the Software in any manner or form, or use modified versions of the Software, including (without limitation) for the purposes of obtaining unauthorised access to any services provided by Paycorp. You agree not to access Paycorp or any services provided by Paycorp other than through the interface that is provided by us for use in accessing Paycorp or those services.

2 Third party suppliers

2.1 Any products, services and information offered for sale, advertised or provided on Paycorp by third parties are not provided or endorsed by us. Your correspondence or dealings with, or participation in promotions of, third parties on Paycorp, including payment and delivery of related goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. You agree that we will not be liable or responsible for any loss or damage of any sort incurred as the result of such dealings between you and the third party.

2.2 You should check with the third party supplier before relying on their information or dealing with them, and as to whether there are additional charges and terms which may apply.

3 External Sites - Links

3.1 Paycorp may include links to other websites owned or operated by third parties. The inclusion of any link does not imply that we endorse the linked site, and you use the links at your own risk. We do not warrant or take responsibility for the availability, content or accuracy of any linked site (including, without limitation, sites linked through advertisements or search engines).

3.2 You must not create or maintain any link to Paycorp from another site without our written agreement.

4 Security

4.1 For security reasons we may require you to re-authenticate yourself from time to time, for example after a period of inactivity on the connection between your browser and the Paycorp servers. We are not responsible for any information you may lose if the Paycorp servers terminate your browser session due to prolonged periods of inactivity between your browser and the Paycorp servers.

5. Use of your information and material

5.1 You agree that we can use, reproduce, publish, modify, adapt and transmit to others free of charge and without restriction, subject to any obligations in the Privacy Statement, any feedback, suggestions, ideas or other materials in relation to or via Paycorp.

6 Privacy

6.1 This website does not collect personal information about people who access the website, except where personal information is voluntarily supplied, such as when our publications are subscribed to online.

6.2 Our Internet server may automatically record details about any computer used to access the website (such as the IP address, domain name and browser type), the date and time of access, and details of the information downloaded. This information is used for internal statistical purposes and to improve this website. Any other information supplied to us (for example if you send us an email) is treated in accordance with our privacy policy.

7 Liability limitation

7.1 To the maximum extent permitted by law, we exclude completely all liability to any person for loss or damage of any kind (however caused, including by negligence) arising from or relating in any way to the material on, and any use of, the website. Where any law implies a warranty into these Access Terms which may not lawfully be excluded, then to the maximum extent permitted by law, our liability for breach of the warranty will at our option be limited to the supply of the relevant services again, or the payment of the cost of having them supplied again.

8 Copyright and trade marks

8.1 Unless otherwise indicated, we reserve all copyright in the content and design of this website. We own all such copyright or use it under licence or applicable law. Except with our written agreement or as permitted by applicable copyright legislation, you may not, in any form, or by any means:

make a copy of part or all of this website for any purpose

reproduce, adapt, store in a retrieval system, transmit, print, display, perform, publish or create derivative works from any part of the content or design of this website,

cause any of the Material to be framed or embedded in another website, or

commercialise any information, products or services on this website.

8.2 The registration of " Paycorp.com.au" as a trademark is currently pending and we reserve all rights in relation to it. Other product and company names referred to on this website may be trade marks owned by third parties.

 

 9 CALCULATION AND PAYMENT OF SERVICE FEES

 

Unless otherwise stated, the Service Fees and Set-Up Service Fees are exclusive of any taxes, fees and duties or other amounts however designated (including goods and services, value added and withholding taxes which are levied or based upon such charges).

You will be invoiced monthly in arrears for the Service Fees due and payable by you to us. You will be provided with an invoice which contains such information and detail as you reasonably require to enable you to account for the services referred to in it.

 

You must pay all validly rendered invoices within 14 days of receipt. The billable Services Fees for any given month during the Term will be a minimum of $40 excluding GST. To reduce administration costs, If any part of a rendered invoice is owed after 14 further days from the date of the invoiced terms, payment may be drawn via Direct Debit using Paycorp's DE User Licence (User ID 466181) from the merchant's configured/registered bank account or card account.

 

 

10 Paycorp - Direct Debit Authority

 

By AGREEING TO USE PAYCORP SERVICES YOU ARE electronically signing, AUTHORISING AND AGREEING TO USING a direct debit request, authorising Paycorp (User ID 466181/461052) to arrange for funds to be debited and credited to & from your account FOR MERCHANT SETTLEMENT and FEES PAYMENT PURPOSES

11 Assignment 

We may assign or novate all or part of our rights and/or obligations under the Agreement without obtaining your consent. This Agreement is personal to you and you may not assign, novate, transfer, delegate or otherwise deal with your rights and/or duties under this Agreement to anyone else without our prior written consent and any attempted assignment or delegation is void.

Direct Debit User Licence Terms & Conditions

Definitions:

Account means the account held at your financial institution from which Paycorp is authorised to arrange for funds to be debited and credited using the the User Licence 461052 (credit) and 466181 (debit) issued by Westpac Banking Corporation.

 

Agreement means this direct debit service agreement between you and Paycorp.

Banking Day means a day other than a Saturday or a Sunday or a Public Holiday listed throughout Australia.

Debit Day means the working business day that payment by you to Paycorp is due.

Credit Payment means a particular transaction where a Credit is made.

Direct Debit Request means the direct debit authorisation between you and Paycorp

You have authorised your account to be debited by ELECTRONICALLY agreeing & signing this direct debit request for any disputed transaction, Charge backs, duplicate payments, invoice payments and any payments that are deemed fraudulent up to 6 months from the date of the original transaction.

You means the customer/merchant who uses the Paycorp Service and has in so doing, electronically authorised, agreed to & signed the direct debit request terms and conditions.

Your Financial Institution is the financial institution where you hold the settlement account that you have authorised Paycorp to arrange to credit and debit.

Paycorp may withhold disbursement  of  funds from time to time to perform mandatory checks on transactions made by your customers.

 

Debiting your account

Debiting your account to help save you time and administration costs

By using the Paycorp Payment Service, you have electronically authorised, agreed and signed a direct debit/credit request authority.  You have authorised Paycorp (User ID 466181) to arrange for funds to be debited from your nominated/configured account for any amounts associated with the merchant, card payment facilities and services being used by you and provided by Paycorp.

After an allocated 14 day aged receivable 'Grace Term', (after the issuance of a net 14 day invoice) if the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following banking day. If you are unsure about which day your account has or will be debited you should ask your financial institution

Changes by us (Paycorp)

Paycorp may vary any details of this Direct Debit Authority Agreement or a Direct Debit request at any time by giving you at least 24 Hours notice.

 

Paycorp and Myob-Paydirect Online Merchants Terms and Conditions

1 APPOINTMENT

 

These Terms and Conditions govern the Merchant Agreement between provider (us) and the Merchant (you) for our provision of Selected Services to you (Agreement).

 

2 TERM

 

Unless otherwise specified, the initial term of the Agreement shall continue for 1 year from the date of commencement of the Agreement, unless terminated earlier in accordance with the conditions for termination below.

 

At the end of the initial 1 year term and each subsequent term, the Agreement shall be automatically extended for a further 1 year term unless it is terminated at the end of any 1 year term by either us or you having provided not less than 90 days’ written notice to us. On termination you agree to pay a termination fee to cover the reasonable costs associated with your termination.

 

3 RELATIONSHIP

 

3.1 The relationship between us and you is one of independent contractors and does not constitute a partnership or joint venture and is described as an independent contractor or payments facilitator.

 

3.2 Neither us nor you shall:

 

(a) hold ourselves out as being authorised to bind or act as agent for or on behalf of the other; or

 

(b) attempt to bind or impose any obligation on the other (including any costs or charges) or incur any joint liability with the other without the prior written consent of the other.

 

3.3 Neither us nor you may contract, engage, release or waive or do any other act for, on behalf of, or in the name of, the other without the prior written consent of the other, which consent can be withheld at the discretion of the other.

 

3.4 Neither us nor you may, and we must use all reasonable endeavours to ensure that our respective employees and contractors do not, do any of the following without the other’s prior written consent:

 

(a) represent the other; or

 

(b) engage solicitors to represent the other, in any claim, suit or proceeding whether in connection with our Services or otherwise.



4 MERCHANT INTERFACE



4.1 To access and use our Services you must use our enabling software within your chosen interfaces OR access our Services via a PYC Partner Interface, such as MYOB PayDirectOnline if applicable.

 

4.2 Except for any related Set-Up Services and any Hosting Services, you are solely responsible for developing, setting up, commissioning, running and maintaining your chosen interface at no cost to us (if applicable).

 

4.3 You are responsible for approving the content of your Web Site and must ensure that your Web Site does not infringe or breach any applicable laws or Card Scheme Rules relating to the use, content or operation of your Web Site.



5 MERCHANT’S RELATIONSHIP WITH ACQUIRER AND ACKNOWLEDGEMENT

 

5.1 You are responsible for resolving any dispute between you and the selected Acquirer about any of your Transactions which are processed using our Service, other than any dispute that arises when you have selected the PYC Merchant on Record Account.

 

5.2 If the agreement between you and your PYC Merchant on Record Account is terminated, and if you do not then appoint another Acquirer, we may suspend your access to our Service.

 

5.3 Both us and you acknowledge that: (i) for CNP or Card Not Present Transactions the Card and the Cardholder will not be physically present at the time of the Card sales transaction and (ii) with a Card Not Present Transaction there is an increased risk that the Cardholder’s identity or authority may be later called into question.

 

5.4 You accept any risk on behalf of processing transactions as explained in the Card Scheme Rules. We/Acquiring bank may include a merchant risk security deposit and will debit the merchant's billing account for charges associated with chargebacks or other related Scheme Rule breaches.



6 MERCHANT’S RELATIONSHIP WITH CUSTOMERS



6.1 We are not responsible for the performance by a Cardholder of its obligations to you or for the performance by you of your obligations to a Cardholder under any contract you have with them.

 

6.2 You are responsible for resolving any dispute between you and a Card Holder in respect of any contract between you and the Customer and any dispute between you and a Card Holder that relates to a Transaction that has been processed using our Service.

 

6.3 If a dispute arises between you and your Card Holder that relates to a Transaction that has been processed using our Service, we will provide reasonable information and assistance to you in respect of that Transaction. All charge back processes will be followed as per Scheme Rules and Issuing/Acquiring bank procedures.



7 GENERAL OBLIGATIONS



We and you shall each act honestly and faithfully towards each other, and not do anything to cause the other’s name or reputation to be brought into disrepute in respect of any matters that are the subject of the Agreement.

We and you shall each notify the other in writing immediately if we become aware of any fraudulent activity involving your interface or the Selected Services.

 

We and you must comply with the operating procedures of the banking and card Scheme Rules. These rules and procedures are available at www.visa.com, www.mastercard.com, www.amex.com.

 

We will provide the Selected Services with all reasonable care, skill and attention, in a prompt and professional manner, and using suitably skilled, trained and qualified personnel.

 

We are not responsible for anything done or omitted to be done by the Acquiring Bank or a Card Issuer unless such act or omission arises as a consequence of any wrongful or unlawful act or omission or breach of the Agreement by us.



8 CALCULATION AND PAYMENT OF SERVICE FEES



Unless otherwise stated, the Service Fees and Set-Up Service Fees are exclusive of any taxes, fees and duties or other amounts however designated (including goods and services, value added and withholding taxes which are levied or based upon such charges).

 

You will be invoiced monthly in arrears for the Service Fees due and payable by you to us. You will be provided with an invoice which contains such information and detail as you reasonably require to enable you to account for the services referred to in it.

 

You must pay all validly rendered invoices within 30 days of receipt. The billable Services Fees for any given month during the Term will be a minimum of $40 excluding GST. If any part of rendered invoices are owed, payment will be drawn from the merchant's registered bank account or card account.

 

At the end of any 1 year term, each fee may be varied by not more than the total amount of inflation over that Term, provided you have received Thirty (30) days written notice of the proposed variation and you have not disagreed in writing to the variation.



9 GOODS AND SERVICES TAX



9.1 In this paragraph 9:

 

(a) "GST" means GST as defined in the GST Act or any replacement or other relevant legislation and regulations;

 

(b) words used in this clause which have a particular meaning in the "GST law" (as defined in the GST Act, including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;

 

(c) any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member; and

 

(d) if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.

 

9.2 Unless GST is expressly included, any consideration expressed to be payable under or in connection with the Agreement does not include GST.

 

9.3 To the extent that any supply made under or in connection with the Agreement is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply, and is payable at the same time.

 

9.4 You and us must each do all things, including procuring the provision of invoices, Tax Invoices and other documentation, that may be necessary or desirable to enable or assist the other to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with the Agreement.

 

9.5 If a payment to a party is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party (ie: transaction refund, merchant service fee refund) then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST.



10 INTELLECTUAL PROPERTY



All intellectual property rights subsist in our Service and the PES and any documentation or copies of documentation or information relating to our Services and the PES remains vested in us or the person who has licensed or authorised us to use that Intellectual Property.



11 FOREIGN CURRENCIES



You take responsibility for all risks associated with any foreign currency transactions.



12 CONFIDENTIALITY



12.1 You and us both acknowledge that the Confidential Information of the other party is valuable to that party and shall:

 

(a) keep the Confidential Information of the other party secret and protect and preserve the confidential nature and secrecy of the Confidential Information of the other party; and

 

(b) not use the other party’s Confidential Information for any purpose other than to perform the Agreement.

12.2 A party may disclose Confidential Information of the other party:

 

(a) as required by law, provided that the other party is given notice with sufficient promptness to permit the other party to protect such Confidential Information by protective order or to otherwise challenge such requirement on any basis allowed by law;

 

(b) a party may disclose Confidential Information of the other party:

 

(i) to an officer or an employee of the first mentioned party requiring the information for the purposes contemplated by the Agreement; or

 

(ii) to its legal advisors in order to advise the first mentioned party in relation to its rights under the Agreement,

but in each case, only to the extent necessary for the relevant purpose and only if such person is bound by an agreement or duty to keep such Confidential Information confidential.

 

12.3 Upon the expiry or termination of the Agreement, both us and you shall return or destroy all Confidential Information of the other in its possession or control promptly upon request.

 

12.4 Confidential Information excludes information:

 

(a) that is in or enters the public domain other than through breach of the Agreement or through the unauthorised disclosure by a third party; or

 

(b) that a party can establish was already known to it prior to disclosure or receipt of the information from the other party, or was learned from another party who was not under an obligation to keep that information confidential.



13 TERMINATION



13.1 Either us or you may terminate the Agreement immediately by giving written notice to the other party if the other party:

 

(a) defrauds the first party;

 

(b) breaches its confidentiality obligations;

 

(c) breaches these terms other than paragraph 12 (Confidentiality), and fails to remedy the breach within 20 Business Days of receiving written notice from the other party specifying the breach and requiring the breach to be remedied;

 

(d) is or is deemed to be insolvent;

 

(e) enters into liquidation except for the purpose of solvent amalgamation or reconstruction, or has an administrator appointed;

 

(f) except as permitted by paragraph 20 (Assignment), disposes of the majority of its business, or merges with or into another entity, or a controlling interest is acquired by a third party without the prior written consent of the other party;

 

(g) except as permitted by paragraph 20 (Assignment), ceases to carry on business; or

 

(h) has a receiver appointed or enters into any scheme of arrangement with its creditors or takes the benefit of insolvency or bankruptcy.

 

13.2 Upon termination of the Agreement your right to use the Selected Services ceases, your obligation to pay for the Selected Services ceases, and we will cease to communicate any Transaction Data to the Acquiring Bank. We reserve the right to withhold up to 6 months of your transaction volume in case of chargebacks as defined by the Card Scheme Rules

 

14 INFORMATION AND PRIVACY



We will store Transaction Data which we receive from you during the Term. Transaction Data may only be retained for the purpose of performing the Selected Payment Services.

 

We will comply with PCI DSS and all applicable privacy laws including your privacy policy (as notified in writing by you from time to time) in our collection, storage and handling of “personal information”.

 

We may, from time to time, request information from you. Information received from you will be subject to privacy and confidentiality requirements under the Agreement.



15 ADDITIONAL COVENANTS

 

We will not terminate support for without giving you at least five (5) days advance notice.  We will not reduce the quality or functionality of the services provided under the Agreement



16 LIMITATION OF LIABILITY



Except as expressly provided in the Agreement including these terms and conditions, neither us nor you make any warranty of any kind, whether express, implied, statutory or otherwise and we each specifically disclaim all implied warranties to the fullest extent permitted by law.

 

We and you both limit our liability for breach of an implied condition, warranty or right to the fullest extent permitted by law.

 

We do not guarantee the suitability of our Services.

 

We accept no liability for losses resulting from a malfunction of Selected Services and any liability implied by law shall be limited to the provision of a refund of associated service fees and charges.



17 INDEMNIFICATION



You indemnify us for any breach by you of the Agreement.

 

You hold our officers harmless from any losses arising, directly or indirectly, as a result of your use of the Selected Services.



18 FORCE MAJEURE



Neither us nor you will be liable for any failure to perform, or for any delay in performing, any of our obligations under the Agreement where that failure or delay is occasioned by strike or other industrial action, legislative, governmental or other prohibitions or restrictions, fire, flood, earthquake, acts of war, or other causes whatsoever beyond such party's reasonable control (“Force Majeure Event”). A party prevented or delayed by a Force Majeure Event from performing an obligation under the Agreement must take reasonable steps to remove the cause, or minimise its effects, as soon as reasonably possible, and must resume performance immediately when such Force Majeure Event ceases or is removed. If a Force Majeure Event prevents either party from performing for a period of seven (7) days or longer, the other party may terminate the Agreement.



19 DISPUTE RESOLUTION



A party to the Agreement claiming a dispute has arisen under the Agreement must give written notice to the other party designating as its representative in negotiations a person with authority to settle the dispute. The other party must, within two Business Days, give notice of its own representative in negotiations with the authority to settle the dispute.

 

Designated persons must, within two Business Days of the designation, following whatever investigations each deems appropriate, undertake good faith discussions to resolve the dispute.

 

If the dispute is not resolved within two Business Days, either us or you may commence court proceedings.

 

No court proceedings can be commenced before this dispute resolution procedure has taken place.

 

Information and documents exchanged during the dispute resolution process may only be used for the purpose of resolving the dispute.



20 SERVICE LEVEL COMMITMENT



All Services provided by us under the Agreement shall achieve 99.95% uptime during each month.

 

If in any month this uptime is not achieved, then as your sole and exclusive remedy, you shall be entitled to a service credit proportionally equal to the amount of downtime experienced and calculated on a monthly basis. The regular monthly transaction fees will be credited by the proportion and number of transactions which were not processed during the unscheduled service outage.

 

Regularly scheduled maintenance time does not count as downtime. Regularly scheduled maintenance must be communicated in writing at least one (1) week in advance, and must be scheduled to occur at night on the weekend. Regularly scheduled maintenance may not exceed 10 hours per quarter.

 

The service credit is valid for up to two years from the month for which the credit was issued. “Test stores” and other test environments are expressly excluded from this or any other service level commitment.



21 NOTICES



Any notice given in connection to the Agreement must be in writing and signed by an officer of the business.

 

If a notice is sent by post, the date of service shall be deemed to be two Business Days after the date of posting; if sent by facsimile, the date of service shall be deemed to be the date of the successfully completed facsimile transmission. A notice delivered after 4 pm on a Business Day is deemed to have been served at 9 am the next Business Day.



22 ASSIGNMENT



We may assign or novate all or part of our rights and/or obligations under the Agreement without obtaining your consent.

 

This Agreement is personal to you and you may not assign, novate, transfer, delegate or otherwise deal with your rights and/or duties under this Agreement to anyone else without our prior written consent and any attempted assignment or delegation is void.



23 GENERAL



We may at any time amend these Terms and Conditions by providing not less than Thirty (30) days’ notice of such change to you. Your continued use of the Selected Services amounts to acceptance of the amendment. You may refuse to be bound by the amended Terms and Conditions by ceasing use of our Selected Services from the time of amendment.

 

We and you must do all acts, and execute all documents necessary to implement or enforce the provisions of the Agreement to give effect to our intentions as expressed in the Agreement.

 

Even if a part of the Agreement is for any reason invalid or unenforceable, the remaining part continues in full effect as if each party had signed it without the invalid part.

 

No waiver of any breach of these provisions will be effective unless such waiver is in writing and signed by the parties to the Agreement against whom such waiver is claimed. No waiver of any breach will be deemed to be a waiver of any other or subsequent breach.

 

The Agreement is governed by the laws of New South Wales and we and you both submit to the non-exclusive jurisdiction of the Courts of that State.

 

The Agreement contains the entire agreement between us and you with respect to its subject matter and supersedes all other prior written and oral agreements between us with respect to its subject matter.

 

The Agreement may be executed in counterparts (including by facsimile or other electronic communication), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

 

End-User License Agreement (EULA), terms of service, “click-wrap”, “browse-wrap”, or any other agreement which requires or permits any person to assent to such agreement on your behalf by clicking an “I agree” or similar box or by otherwise indicating assent without manual signature, shall be binding upon you.



24 DEFINITIONS



In the Agreement, the following terms shall have the following meaning:

 

Available Cards means the Scheme Payment Cards for which we will provide our Services. As at the date of commencement of the Agreement the Available Cards are Amex, Diners, MasterCard and VISA.

 

Acquirer: means the bank or provider of the merchant facility.

 

Business Day means a day, Monday to Friday, on which banks are open for general banking business in Sydney or Melbourne.

 

Business Hours means the hours of 9.00 am to 5.00 pm on Business Days.

 

Card means Available Scheme Payment Card or Scheme Debit Card.

 

Card Issuer means any institution which issues a credit card (which institution may or may not be the same institution as the Acquirer).

 

CNP or Card Not Present Transaction has the meaning given in paragraph 5.3.

 

Confidential Information means all data, information, material and accounts concerning or in any way connected with the business, property, customers or affairs of a party to the Agreement and which is disclosed to, or otherwise becomes known to, the other party by any means as a result of or in connection with this document, and includes Transaction Data, Transaction Response, all Messages, all Transaction Log and the Software (if any).

Customer or Cardholder means a person who, with or without authority, requests you to initiate a Transaction in respect of an Event by making available details of a Permitted Card.

 

Declined Transaction Fee means the fee per declined Transaction Request charged by us for providing our Service (which as at the date of commencement of the Agreement is as set out in the Agreement)

Digital Key means the digital certificate provided by or on behalf of us to you which is used by our Service to identify you.

 

Event means the event which gives rise to a Customer requesting you to initiate a Transaction including the purchase of goods or services by the Customer from you.

 

GST has the meaning given in paragraph 9.

 

GST Act means the A New Tax System (Goods & Services Tax) Act 1999.

 

Hosting Service is the payment application hosted by us.

 

Initial Term is the initial term of the Agreement being one (1) year from the date of commencement of the Agreement.

 

Intellectual Property Rights means in relation to a person, the rights of the person in and to:

 

(a) any copyrights, patents, designs, trade marks, trade names, business names, circuit layout rights (whether registrable, registered or unregistered and whether protected by law in Australia or elsewhere); and

 

(b) any applications for, or rights to obtain or acquire, any intellectual property rights as defined in paragraph (a).

Message includes a set of data elements used to convey information between two persons.

 

Payment Transaction means a transaction initiated by a Customer or you using our Enabling Software, being a claim for funds to be debited against a Scheme Payment Card, and (ultimately) credited to Your Account, which claim is made by you against the Acquirer and, where the Acquirer is not the Card Issuer, by the Acquirer against the Card Issuer.

 

Permitted Card means the Scheme Payment Card or Cards (selected by you from the Available Cards from time to time) as Scheme Payment Cards which you will permit to be used in respect of our Services.

 

PES or Enabling Software means our proprietary software which enables you to use our Services directly.

 

PES Specifications means the specifications, operating manuals, training manuals and associated documentation supplied by us to you in respect of the use and operation of the PES.

 

Privacy Laws means all legislation, principles, industry codes and policies regulating the collection, handling and use personal information (including the Privacy Act 1988 (Cth)).

 

Protected Data means all information submitted to the Selected Services, whether by you or by your customers, and includes Transaction Data.

 

PYC Merchant on Record Account means the processing bank account held by our bank which is accepted in writing by you as the clearing account to which the Payment Transactions are to be delivered and processed from where the settlement proceeds of these Transactions are to be sent via the Australian - Bulk Electronic Clearing System (BECS) to your Account of choice.

 

Note: This allows card present transactions and CNP Transactions to more easily be processed on your behalf as a single processing point – therefore relieving a multitude of technology and cost layers whilst delivering a consolidated interface view to your business.

 

PYC Partner Interface means the interface you use which is not our interface. If using a PYC Partner interface, you do not need to interface directly to us. All technical connectivity to our Services are natively provided via the PYC Partner Interface. ie: MYOB - PayDirectOnline and/or Netsuite.

 

Relevant Transaction Data means that part of the Transaction Data which we communicate to the Acquirer in accordance with the Acquirer’s requirements, for the purpose of obtaining a Transaction Response.

Reversal means the reversal of a previous Payment Transaction in accordance with the Scheme Rules, whatever the cause of the reversal.

 

Reversal Transaction means a claim for a Reversal, being a claim for funds to be debited against Your Account and (ultimately) credited to the Scheme Payment Card used for the related Payment Transaction, which claim will be made by the Acquirer, against you and, by the Card Issuer against the Acquirer (it being noted that a Reversal Transaction may only be initiated by you or by the Acquirer or by the Card Issuer in circumstances outlined in the Card Scheme Rules. ie: chargeback).

 

Scheme Payment Card means any payment card or charge card accepted by an Acquirer member of visa, mastercard, american express, the use of which is governed by their Scheme Rules which are publically available via the scheme web sites – www.visa.com, www.mastercard.com, www.amex.com.

 

Scheme Rules means the rules and guidelines produced by the credit card scheme operators, being visa, masterCard, american express from time to time relating, amongst other things, to the use of those credit cards and liability for Transactions effected under those credit cards by which you, the Customer, the Acquirer and (where the Acquirer is not the Card Issuer) the Card Issuer are bound. These rules are publicly available at: www.visa.com, www.mastercard.com, www.amex.com.

 

Secure Environment includes the physical environment, in which our servers are located.

 

Security Procedures means the security procedures relating to the use of our Service published and implemented by us from time to time, and notified to you by email at least 7 days prior to implementation, including procedures relating to your use and access to the Transaction Logs.

 

Selected Services means our Service and the additional services which we agree to provide you under the Agreement.

 

Service means the service we provide to you (by us making available our infrastructure, its computer software and Transaction Protocols) through which the Customer, you, and the Acquirer Communicate Transaction Requests and Transaction Responses and (if applicable) the Card Issuer processes Transactions.

 

Service Fees means the fees payable by you for the use of the Selected Services as specified in the Agreement with us directly or with the Partner directly.

 

Set-Up Service means the services provided by or on behalf of us to enable you to start using our Services and the PES including installation of our Enabling Software at Your PYC Interface (if applicable), connection of our Enabling Software and our Services, and all other administrative and technical tasks undertaken to achieve this, and also includes all Set-Up Services listed in the Agreement.

 

Software means the PES as well as the processing systems and bank connectivity interfaces.

 

Support Services includes all of the services required to maintain the accuracy, functionality, quality, continuity and response times for our Services, including those services referred to in the Agreement.

 

Tax Invoice means the same as in the GST Act.

 

Term means the Initial Term and includes, in the event of any renewals pursuant to paragraph 2.2, those additional periods for which this agreement is extended, subject to any earlier termination in accordance with paragraph 2.1.

 

Terminal means the bank certified POS terminal which is used by you to accept scheme payment cards

Transaction means either a Payment Completion Transaction or a Reversal Transaction or an Authorization Transaction as the context may require.

 

Transaction Data Format means the scope (format) of the Transaction Data which you will communicate to us utilising our Enabling Software, as specified by us from time to time during the Term.

 

Transaction Data means a Message which contains all of the information which we receive from you when you initiate a Transaction Request which information must comply with the Transaction Data Format.

 

Transaction Fee means the fee per approved Transaction Request charged by us for providing our Service.

 

Transaction Log means the database in the format specified in the Operating Procedures, in which we keep an electronic copy of:

a all Transaction Data received by us from you in accordance with the Transaction Data Format; and

(c) each Transaction Response received by us from the Acquirer, in respect of your Transactions.

 

Transaction Protocols means the protocols specified by the banking and scheme networks on which the operation of our Service is based. These protocols are natively provided to you directly through the PES or PYC partners via partner connectors.

 

Transaction Reference means the unique identifying number communicated by our Service to you in respect of a Transaction Request, to acknowledge that our Service has received that Transaction Request from you.

 

Transaction Request means the request which is initiated by you sending (or causing a Customer to send) Transaction Data to us, by which we communicate Relevant Transaction Data to the Acquirer for the purpose of having a Transaction processed by the Acquirer.

 

Transaction Response means the response which the Acquirer communicates to us in response to a Transaction Request (which response will result in a Transaction Request being either approved or declined).

 

Validity Tests means the tests which are used to partially validate the Transaction Data as determined by us from time to time.

 

Web Site means a location accessible on the internet through the World Wide Web.

 

World Wide Web means the system of internet servers that support specially formatted documents.

 

Your Bank Settlement means the bank account held by you with the Acquirer which is nominated in writing by you (in your sole discretion from time to time during the Term) as the account to which the proceeds of Payment Transactions are to be credited and from which the proceeds of Reversal Transactions and Chargebacks are to be debited.

 

Your PYC Interface means the point or points at which you access, and we provide Selected Services, and includes but is not limited to Terminals and your Web Site.

 

Your Payment Capture Point means, in the case of your direct PYC Interface being a Web Site or a Partner provided interface - that page/card capture point through which a Customer is able to initiate a Payment Transaction, using any Scheme Payment Card, for goods or services or both purchased by your Customer from you, and in the case of your Interface being a Terminal, means that device through which a Customer is able to initiate a Payment Transaction, using any Scheme Payment Card, for goods or services purchased by the Customer from you.



25 INTERPRETATION



In the Agreement, unless the contrary intention appears:

 

(d) a reference to a person, document or agreement (including this document) includes a reference to that person, document or agreement as novated, changed or replaced from time to time;

 

(e) a reference to a party includes its executors, administrators, successors and permitted assigns;

 

(f) headings are for ease of reference only and do not affect the meaning of this document;

 

(g) other grammatical forms of defined words or expressions have corresponding meanings;

 

(h) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to the Agreement;

 

(i) a reference to 'A$', '$A', 'dollar' or '$' is a reference to Australian currency;

 

(j) a reference to 'including' or 'includes' means 'including but not limited to'; and

 

(k) a reference to any legislation or statutory instrument or regulation is construed in accordance with the Acts Interpretation Act 1901 (Cth) or the equivalent State legislation, as applicable.

 

26 MYOB - PAYDIRECT ONLINE MERCHANTS SETTLEMENTS

 

By AGREEING TO USE PAYDIRECT YOU ARE signing AND AGREEING TO USING a direct debit request, authorising Paycorp (User ID 466181/461052) to arrange for funds to be debited and credited TO & from your account FOR MERCHANT SETTLEMENT PURPOSES

 

Direct Debit User Licence Terms & Conditions

 

Definitions

 

Account means the account held at your financial institution from which Paycorp is authorised to arrange for funds to be debited and credited using the the User Licence 461052(credit) and 466181(debit) issued by Westpac Banking Corporation.

 

Agreement means this direct debit service agreement between you and Paycorp.

Banking Day means a day other than a Saturday or a Sunday or a Public Holiday listed throughout Australia.

Debit Day means the working business day that payment by you to Paycorp is due.

Credit Payment means a particular transaction where a Credit is made.

Direct Debit Request means the direct debit authorisation between you and Paycorp

You have authorised your account to be debited by signing this direct debit request for any disputed transaction, Charge backs, duplicate payments and any payments that are deemed fraudulent up to 6 months from the date of the original transaction.

You means the customer who signed the direct debit request.

Your Financial Institution is the financial institution where you hold the account that you have authorised Paycorp to arrange to debit.

Paycorp may withhold disbursement  of  funds time to time to perform mandatory checks on transactions made by your customer.

 

 

Debiting your account

 

By using MYOB PayDirectOnline, you have agreed and signed a direct debit/credit request authority.  You have authorised Paycorp (User ID 466181) to arrange for funds to debited and credited from your nomitaed account for any amounts associated with the merchant Card Payment Facilities being used by you and provided by Paycorp and MYOB - PayDirectOnline.

 

If the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following banking day. If you are unsure about which day your account has or will be debited you should ask your financial institution.

 

Changes by us (Paycorp)

 

Paycorp may vary any details of this agreement or a direct debit request at any time by giving you at least fourteen (14) days’ notice.