Terms and Conditions Statement
RewardPay Pty Limited (RP)
ABN 92 166 007 227
1. Our Service
- RP agrees to provide a Payment Service which enables You to pay Your Nominated Payee in accordance with this Agreement. RP’s Payment Service will be provided to You only via its Payment Facility, which is located at http://www.rewardpay.com.au.
- This Agreement will commence on the date that You first create a User Account and shall remain in force until the earlier of:
- Your provision of written notice of termination to RP.
- RP’s provision of written notice of termination to You.
- the date on which Your User Account is cancelled in accordance with Clause 12 or Clause 17 of this Agreement.
- the date immediately following a period of not less than 24 months inactivity of Your User Account.
3. Application of this Agreement
- This Agreement applies to:
- individuals who are transacting privately, sole proprietors of a business, trustees of a trust, or partners of a partnership.
- registered companies.
- registered associations.
- registered cooperatives.
- statutory bodies.
- You should not indicate Your acceptance of this Agreement until You have read it fully and are satisfied that You understand it and agree with what it says.
4. Accessing RP’s Payment Facility.
- You can access RP’s Payment Facility and related services online at http://www.rewardpay.com.au. Once You have entered into an Agreement with RP You will be able to obtain a User Account and User Access Code.
- Your User Account and User Access Code must be set up prior to utilising RP’s Payment Service.
- You accept this Agreement each time You use RP’s Payment Service.
- RP will not check the identity of the user every time the User Account and User Access Code are used. It is Your responsibility to ensure the security of Your User Account and User Access Code. RP will be entitled to assume that when Your User Account and User Access Code are entered into RP’s Payment Facility, they are being entered by You. RP accepts no responsibility for misuse or unauthorised access unless You have notified RP in accordance with this Agreement.
5. Setting up Your User Account and Access Code
- Once we have verified Your identity, Your registration will be complete and You can begin to transact with RP.
- To be eligible to apply for a User Account and User Access Code and to utilise RP’s Payment Service, You must:
- be a registered company, registered association, registered cooperative or statutory body.
- be an individual who is a sole proprietor of a business, a trustee of a trust, a partner of a partnership or is transacting privately.
- be at least 18 years of age and capable of forming a legally binding contract.
- have an active ABN.
- have valid contact details including a contactable mobile phone and valid email address.
- be resident in Australia.
- be acting on Your own behalf, and not acting on behalf of another person.
- You warrant that the information provided to RP is true and correct in its entirety.
- You agree to keep Your User Account and User Access Code confidential and secure at all times.
- RP reserves the right to decline any application for a User Account and User Access Code, even where such applicant complies with the above listed eligibility criteria.
- You agree to provide RP with information confirming Your identity as may be requested from time to time. Should You be unable or unwilling to provide the information requested, RP reserves the right to suspend or cancel Your access to its Payment Service until such information is provided.
6. Payments to Your Nominated Payee
- Payments to Your Nominated Payee are made using RP’s Payment Facility.
- Your credit card details, including Cardmember Name, Card Number, Card Expiry Date and Card Security Code must be entered each time You make a payment to Your Nominated Payee via RP’s Payment Facility.
- For each payment You will advise RP of the following:
- the Nominated Payee that You are requesting RP to pay on Your behalf.
- the Dollar Amount that You have authorised for payment.
- the bank account details of Your Nominated Payee.
- the principal industry that Your Nominated Payee operates in.
- Following receipt of Your instruction, RP will make payment to Your Nominated Payee for the Dollar Amount that You have authorised for payment.
- Payment will generally be made by RP to Your Nominated Payee within 2 business days. RP is neither responsible nor liable in any way for late payments or failure by You to pay Your Nominated Payee by an agreed due date, to the extent permitted under Australian law. For the avoidance of doubt, RP will not be liable for any late payment fees levied on You by Your Nominated Payee, or for any early payment discounts forgone as a result of delayed payment, irrespective of whether RP is responsible for the delay in payment.
- Payment via RP’s Payment Facility can only be made:
- using an American Express Card issued in Australia.
- to a Nominated Payee who carry on business in the geographical region of Australia.
- for Australian dollar transactions only.
- Your American Express Card will be charged for:
- the Dollar Amount that has been authorised by You for payment to Your Nominated Payee.
- corresponding RP Fees, details of which are set out in Clause 10 of this Agreement.
- Payments processed to Your American Express Card will be displayed as transactions with RP.
- Only You, the American Express Cardmember, can authorise payments via RP’s Payment Facility. For the avoidance of doubt, You must not allow or approve other persons to make payments, set up a Nominated Payee or in any way act on Your behalf in relation to the use of RP’s Payment Facility.
- You agree that once You authorise a payment in RP’s Payment Facility to Your Nominated Payee You are providing unconditional authority for RP to make payment to that supplier on Your behalf.
- RP may, at its sole and absolute discretion, impose a limit on the amount that can be paid via RP’s Payment Facility to any Nominated Payee. RP may impose such limits at any time without providing supporting reasons to You.
- Where RP elects at its sole and absolute discretion to refuse to make a payment on Your behalf, You will be contacted and advised that Your payment has been refused. Where such payment has been refused You will not be liable to RP for any Dollar Amounts that were authorised by You for payment or Fees that You may have already paid to RP. RP will make a full refund via a credit to Your American Express Card in relation to such amounts, subject to any offset rights that exist under Clause 6(n) of this Agreement.
- Where a payment cannot be processed for either technical or other reasons You will be contacted by RP who will advise You that payment to Your Nominated Payee has failed. Where such payment failure occurs RP will make a full refund of Dollar Amounts that were authorised by You for payment, and related RP Fees, subject to any offset rights that exist under Clause 6(n) of this Agreement.
- RP is entitled to deduct and withhold amounts held or any other indebtedness and liability owed by RP to You, and offset these amounts against any obligations, debit balances or amounts owing by You or any of Your Affiliates to RP under this Agreement. RP may do so without prior notice.
7. Cancelling, Stopping or Reversing a Payment
- Your payment becomes unconditional when it has been authorised in accordance with this Agreement. A payment may only be cancelled, stopped or reversed when You notify RP by clicking the ‘Cancel’ button next to Your nominated ‘Card Authorised’ Payment. ‘Card Authorised’ Payments are located on the Payments Page of RP’s Payment Facility. Payments may only be cancelled up to 11.00am AEST/ADST on the business day immediately following the date that You authorised Your American Express Card to be charged.
- You warrant that all details provided in relation to Your Nominated Payee and other payment information, including but not limited to Dollar Amount, are accurate. You acknowledge that any inaccurate information provided by You about Your Nominated Payee or Dollar Amount may, without limitation, result in:
- RP’s payment to the incorrect Nominated Payee.
- RP’s payment of the incorrect Dollar Amount.
- RP not making payment to Your Nominated Payee at all.
- Where You provide incorrect Nominated Payee or other payment information, and payment is subsequently made to the incorrect Nominated Payee, for the incorrect Dollar Amount, or not at all, You release RP from any liability in relation to this transaction. For the avoidance of any doubt, RP has no liability to You for any payment made in accordance with details provided by You.
8. Authorisation of Payments
- You acknowledge that RP will not be held responsible for any payments that have not been authorised by You, except where such unauthorised payments occur solely as a result of the fraudulent or negligent behaviour of RP’s staff or agents.
- It is Your responsibility to inform RP of any unauthorised payments within a period of 10 business days from the date of transaction in RP’s Payment Facility. Your failure to report any unauthorised payment to RP within 10 business days will result in RP not being held liable for any resulting financial loss, irrespective of RP’s contributing negligence, subject to the extent permitted under Australian law.
- You agree to inform RP immediately if You suspect Your User Account, User Access Code or mobile phone have been breached, or if You become aware of any payment made from Your account that was not authorised by You.
- You must confirm Your agreement with the terms and conditions set out in the Tripartite Deed (Schedule 1 of this Agreement) in relation to each transaction that You process via RP’s Payment Facility. You may do so by checking the “I confirm I have read and agree with the RewardPay Terms and Conditions” box located on the Payment Page of RP’s Payment Facility.
- You agree that RP assumes no responsibility for the quality, timing of receipt or any other issue or dispute in relation to goods or services purchased from Your Nominated Payee. You agree to remedy any disputes directly with Your Nominated Payee. Accordingly, You agree, subject to the terms and conditions set out in the Tripartite Deed (Schedule 1 of this Agreement), that You will not request a chargeback from American Express in relation to payments authorised by You, and subsequently made by RP to Your Nominated Payee.
- You will indemnify and hold harmless RP from and against all liabilities, losses, costs and expenses, including legal fees, as a direct or indirect result of any payment made by RP on Your behalf being reversed , charged back or not received by RP.
- You agree that RP may at its sole and absolute discretion charge Your American Express Card at any time for the amounts indemnified in clause 9(c).
- You agree to provide RP with appropriate security, where requested by RP, in relation to any potential loss that RP may incur as a result of a chargeback or payment reversal that You request from American Express.
- Where required by RP, You will procure that Your directors, officers or other third parties, provide RP with a separate guarantee and indemnity (as specified by RP) in respect of the performance of Your obligations under this Agreement.
- By acknowledging acceptance of this Agreement, You agree to pay RP’s Fees as set out in RP’s website at http://www.rewardpay.com.au. Such Fees may be changed by RP at its sole discretion and at any time.
- All Fees are due and payable to RP at the time You authorise payment to Your Nominated Payee via RP’s Payment Facility.
- RP’s Fees will be charged to Your American Express Card at the time of making a payment to Your Nominated Payee via RP’s Payment Facility. RP’s Fees are an incremental charge to Your American Express Card, in addition to Dollar Amounts paid to Your Nominated Payee.
11. Management of Funds
- You acknowledge the following:
- RP receives payments from You by charging Your American Express Card. Funds received from American Express less any Fees due and payable to RP are then remitted by RP to Your Nominated Payee.
- RP does not hold any funds on Your behalf. Funds received by RP are the property of RP from time of receipt, and are not held in a trust account. For the avoidance of doubt, RP is not acting as trustee on Your behalf.
- RP does not hold funds received from You in separate or distinct bank accounts. All funds received from You are deposited into a number of RP bank accounts as determined by RP.
- When RP receives funds from You, RP has a contractual obligation to make a payment to Your Nominated Payee. RP has no other obligations to You in relation to this payment, to the extent permitted under Australian law.
- You do not have any right to withdraw funds or request repayment of funds paid to RP, which are awaiting payment to Your Nominated Payee.
- RP is not acting as employee, partner or joint venture partner in the provision of its Payment Service to You.
- RP is not a financial institution or a bank, and has determined that it does not require an Australian Financial Services License to provide a Payment Service as outlined in clause 6. You acknowledge that non-cash payments, which are processed by credit card, are not a Financial Product as defined in Section 765a(1)(h) of the Corporations Act 2001.
12. Restriction, Cancellation or Suspension of RP’s Payment Facility service
- You agree that RP may, at its sole and absolute discretion:
- restrict, cancel or suspend the provision of its Payment Service at any time and for any reason without providing notice to You of same.
- re-instate Your User Account and User Access Code at any time following cancellation or suspension.
- re-instate at any time Your unrestricted use of RP’s Payment Facility, where restrictions previously existed.
- elect not to process payments to Your Nominated Payee as requested by You, where Your User Account has been suspended or cancelled. In such circumstances, where Your User Account is suspended or cancelled after Your American Express Card has been charged, but before payment has been made to Your Nominated Payee, RP will make a full refund via a credit to Your American Express Card in relation to such amounts, subject to any offset rights that exist under Clause 6(n) of this Agreement.
13. Indemnification and Limitation of Liability
- You will indemnify and hold harmless RP, its agents, officers, employees and Third Party Providers from and against all liabilities, losses, costs and expenses, including legal fees arising or alleged to have arisen from or in connection with Your breach or failure to perform under this Agreement. You further indemnify RP for any liability arising from or in connection with any act or omission done willfully, recklessly or negligently by You in connection with the provision by RP of services set out in this Agreement, or any violation of this Agreement or any applicable laws or regulations.
- RP will not be held responsible or liable for any tax or related penalties charged to You as a result of services provided under this Agreement. You indemnify RP in relation to any such liabilities that may arise.
- RP will not be liable for any action or consequence arising either directly or indirectly from Your failure to comply with the obligations set out in this Agreement. RP will not be be responsible or liable in respect of any claim by You for any incidental, indirect, speculative, consequential, special, punitive or exemplary damages of any kind, including but not limited to, any loss of profits, contracts, revenue, discounts or data howsoever arising out of or in connection with this Agreement.
- RP will not be liable for any breach of Your obligations to Your Nominated Payee.
- You acknowledge that RP and its Third Party Providers make no warranty that the Payment Service provided to You will be free from error. RP provides its Payment Service to You subject to Your statutory rights but otherwise without any warranty or condition, express or implied, except as specifically stated in this Agreement. RP does not have any control over the products or services that are paid for with its Payment Service and RP cannot ensure that a seller You are dealing with will complete the transaction or is authorised to do so.
- RP does not guarantee continuous, uninterrupted or secure access to any part of its Payment Service. RP will not be liable for any delay or failure in the provision of its Payment Service set out this Agreement. You acknowledge that Your access to RP’s website may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. RP will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and debit and credit cards are processed in a timely manner. RP will make every effort to ensure that the information contained in correspondence, reports, its website and given verbally by its directors, officers and staff is accurate to the best of its belief at the time the information is provided. However, RP cannot guarantee the accuracy of all such information in all circumstances and contexts, and no reliance should be placed on such information by You. You must check all correspondence carefully and tell RP as soon as possible if it includes something which appears to You to be wrong or not made in accordance with Your instructions.
- Nothing in this Agreement shall limit RP’s liability resulting from its fraud or fraudulent misrepresentation, gross negligence, willful misconduct, for death or personal injury resulting from either RP’s or its subcontractors’ negligence or to the extent such limitation or exclusion is not permitted by applicable law.
- The maximum liability of RP under this Agreement for any breach, including negligence, will not exceed the amount of Fees paid by You to RP.
14. Acceptable Use
- You are independently responsible for complying with all applicable laws in all of Your actions related to Your use of RP’s Payment Service, regardless of the purpose of the use.
- You may not use RP’s Payment Service for activities that:
- violate any law, statute, ordinance or regulation (for example, those governing financial services including anti-money laundering, consumer protections, unfair competition, anti-discrimination or false advertising).
- relate to sales of illegal products and services, including narcotics, steroids, certain controlled substances, drug paraphernalia, items that encourage, promote, facilitate or instruct others to engage in illegal activity, items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, items that infringe or violate any copyright, trademark, right of publicity or privacy, ammunition or firearms.
- relate to transactions that show the personal information of third parties in violation of applicable law, support pyramid or ponzi schemes, are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card.
- involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
- violate applicable laws regarding the sale of tobacco products, prescription drugs and devices.
- involve gambling or gaming.
- RP is committed to Your privacy. RP will ensure that all information that it collects, records, handles and discloses about You adheres to the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) and associated legislation (the Privacy Act).
- Generally, RP collects, updates and utilises personal information (including without limitation Your American Express Card details) to facilitate the provision of agreed products and services to You. Personal information is used for:
- checking Your identity and assessing Your credit worthiness.
- researching and developing new products.
- providing RP’s Payment Service, training, quality control and verification purposes.
- communicating RP’s or a Third Party’s products and services to You.
- In the course of providing its Payment Service to You, RP may share Your information with Third Party businesses that provide services to RP. RP may also be required to provide information to third parties where it is required or authorised by law. RP imposes strict security and confidentiality on all Third Parties regarding their handling of personal information. Information is only shared with outside contractors to the extent required to perform their services.
- This Agreement and any other agreements, notices or other communications regarding Your User Account and/or Your use of RP’s Payment Service may be provided to You electronically. You agree to receive all communications from RP in electronic form. Communications will be posted on our website and/or sent to Your primary email address.
- Notices to RP should be given by mail to:
RewardPay Pty Limited, 10/68 Pitt St, Sydney, NSW, 2000 or by sending an email to [email protected] Notices are deemed as given when the email enters the server of Your email address. Alternatively, RP may give You notice by mail to the address that You have provided to us. In such case, notice shall be deemed given 3 days after the date of mailing.
- This Agreement and Your User Account may be terminated at any time and without providing notice to You.
- Upon termination of this Agreement You agree to the following:
- You must pay all Fees owing to RP at the date of termination.
- You must reimburse RP in relation to any payment to Your Nominated Payee that RP has made on Your behalf, but for which RP has not been paid in cleared funds.
- You agree that RP shall charge Your American Express Card for any amounts owing to RP, including those outstanding amounts referenced in clauses 17(b)(i) and (ii) at the date of termination.
- That any payments requested by You to be made to Your Nominated Payee that have not yet been made by RP at the date of termination will not be paid to that Nominated Payee. Where Your American Express Card has been charged for such transaction and RP has received funds from You into its bank account, You will be refunded the Dollar Amount received by RP, including any Fees paid, less any other amounts owing to RP either as part of this Agreement or any other dealings You may have had with RP.
- All obligations of a continuing nature will survive termination or expiry of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.
18. Prohibited Use of RP’s Payment Facility
- You are not allowed to use RP’s Payment Facility to make payments to any suppliers in the following industries. RP may, at its sole discretion, revise the selection criteria at any time based on RP’s experience that a supplier or an industry category presents RP with unacceptable risk, fraud or customer service disputes.
- Foreign exchange bureaus/ payment companies.
- Debt collection – includes collection agencies, factoring companies, liquidators, bailiffs and bankruptcy lawyers.
- Digital File Hosting (Cyberlockers) – online data hosting that provide remote storage space within a secure storage architecture. They can be referred to as online storage or cloud storage.
- Telecommunications – including wireless, cable, satellite, wire line, internet service providers.
- Travel – Including air travel, cruise line, car rental, and lodging.
- Leasing merchants. A merchant that conveys land, property, or other real estate to another for a specified time in return for regular periodic payment.
- Payment Aggregators – except to the extent the entity itself sells goods to which it has title.
- Credit restoration services – a service that promotes to remove negative factors from a consumer’s credit report.
- Fees pertaining to agency outside collection and bail bondsmen; licensed insolvency practioners.
- Investment on futures maturity of goods/services with an intention of gaining return on investment, e.g., stock market, wine futures, horse breeding, timber investment, precious metals).
- Lottery Sales.
- Mortgage payments – a payment which includes principal and interest paid by the borrower to lender of a home loan.
- Condo (Real estate) down payments. Down payment for purchase of a condominium.
- Travel tour operators – travel tour operators without membership to a travel industry bonding agency or who are not an authorised ticket agent.
- Telemarketing – travel related. Includes merchants who telemarket travel related products or services or other travel arrangements.
- Cheque cashing/guarantee.
- Cash at point of sales/cash on card – unauthorized cash disbursement provider or non-financial institution that provides cash advances.
- Payday lenders – establishments that lend customers money at high interest rates on agreement that loan will be repaid when the borrower receives their next paycheque.
- Person-to- person wire transfer – establishments that charge a fee to wire transfer money from one individual to another.
- Door to door sales – exception for payment on delivery directly to the company or to the franchisee.
- Tobacco and smokeless tobacco retailers.
- Pharmacies – online pharmacies selling prescription drugs/products.
- Unlawful Sale of prescription drugs.
- Marijuana dispensaries – sellers of marijuana whether sold for recreational or medicinal purposes.
- Multi-level Marketing / Pyramid selling.
- Unregulated charities.
- Political party donations.
- Virtual Currency e,g, bitcoin
- Gambling – exceptions for accommodation, restaurant bar or gift shop facilities within a casino complex.
- Internet Adult Digital Content – specifically, online digital content sites.
- Pornography including child pornography.
- Escort Services and Non-Licensed Massage Parlors
- You must not use RP’s Payment Facility for transactions other than bona fide payments to Your suppliers in relation to goods and services received in the general course of conducting Your business. You must not use RP’s Payment Facility to make payments that do not represent bona fide purchases of goods or services from Your suppliers. This means payments to Your own establishments by You, or Your family members, or employees, or any other person contrived for cash flow purposes.
- Payments to related parties are prohibited. This includes, but is not limited to, businesses with common directors, shareholders or businesses owned or controlled by family members.
- RP may alter some of the terms of this Agreement by posting the new terms on our website. This will not affect any rights or obligations that You already have, but You will be bound by the new terms when You enter into subsequent transactions. Your continued use of RP’s Payment Facility constitutes Your acceptance of the amended terms and conditions.
- This Agreement shall be interpreted in accordance with the laws of New South Wales, Australia and You submit to the jurisdiction of the courts of New South Wales, Australia.
- You must not assign, novate, subcontract or transfer any rights or obligations of this Agreement, in whole or in part, by operation of law or otherwise, without RP’s prior written consent which will not be unreasonably withheld. RP may assign, novate or transfer any rights or obligations which arise under this Agreement. Except as otherwise specified herein, this Agreement binds the parties and their respective successors and their permitted assigns.
- A party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. No waiver of any term of this Agreement will be effective unless it is in writing and signed by RP.
- The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
- Neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, power, communications, network or satellite failures, embargoes, government orders or any other force majeure.
- This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.
Agreement means this document, including all Schedules.
American Express means American Express Australia Limited (ABN 92108 952 085), its related Companies and licensees that issue the Card or participate in the Card Service.
Cardholder Name means the name located on the front of Your American Express Card.
Card Number means the unique number located on the front of Your American Express Card.
Card Expiry Date means the four-digit expiry date (month and year) located on the front of Your American Express Card.
Card Security Number means the four-digit number located on the upper right front section of Your American Express Card.
Dollar Amount means the amount that You have authorised to be paid to RP using Your American Card (exclusive of RP Fees), which is then paid by RP to Your Nominated Payee.
Fees means charges levied by RP as a percentage of the total Dollar Amount authorised by You to be paid to Your Nominated Payee, and in relation to Your use of RP’s Payment Facility.
Card Authorised Payments means all Dollar Amounts authorised by You that are pending distribution to Your Nominated Payee.
Nominated Payee means the supplier, person or entity that You have elected to make payment to using RP’s Payment Facility.
Payment Facility means the website located at http://www.rewardpay.com.au, and which facilitates payment to Your Nominated Payee using Your American Express Card.
Payment Page means the page located within RP’s Payment Facility (http://www.rewardpay.com.au) that lists all Dollar Amounts authorised by You and pending distribution to Your Nominated Payee.
Payment Service means the service provided by RP, which allows You to pay Your Nominated Payee utlising Your American Express Card.
User Access Code means Your unique code which is linked to Your User Account and enables You to log on to RP’s Payment Facility.
User Account means an account set up by You, which enables You to use RP’s Payment Facility, specifically for the payment of authorised Dollar Amounts to Your Nominated Payee.
You and Your means the American Express Cardmember who uses RP’s Payment Facility, and who agrees with the terms and conditions of this Agreement.