This document comprises two parts. Part A is our financial services guide (“FSG”), which tells you about the financial services we offer and is designed to help you decide whether to use them, and Part B is the product disclosure statement (“PDS”), which tells you about the BPAY Payment product. Information relevant to both the FSG and PDS may be included in one part and incorporated by reference in the other.
In this document, we, us, our or Zai means Zai Australia Pty. Ltd. (ABN 96 637 632 645). We provide products and services under our Australian Financial Services Licence No.527370.
This FSG contains information about:
• The financial products and services we provide
• The benefits paid to us and others in connection with our services
• Our dispute resolution processes and how you can access them
Zai is a financial services business which is authorised to provide general financial product advice and deal in and issue non-cash payment (NCP) products. We are authorised to provide these services to both retail and wholesale clients.
We predominantly provide these services to:
Some of our products include the ability to store value. This means that Platforms, and End Users if allowed by the relevant Platform, can hold a notional balance in a wallet account, and receive and make payments from that balance. More information about our products is in the relevant PDS, which you will be provided with if you are a retail client and one of our products is recommended to you.
There is an important difference between ‘general advice’ and ‘personal advice’. We are only authorised to provide you with ‘general advice’. This means that we have not considered any of your individual objectives, financial situation and needs.
If you do not understand any of the information in this FSG, or have any other questions relating to the terms on which we will be acting, please contact us.
In providing our services, other financial matters may arise, however, we are not authorised to assist with any financial products and services except those explained above. You should seek specific advice from the appropriate professionals on other matters relevant to you.
Our contact details are:
Telephone: 1300 047 883
Email: helpdesk@hellozai.com
Post: Level 22, 120 Spencer Street, Melbourne VIC 3000
Platforms primarily communicate with us via API, dashboard or other user interfaces but may also give us instructions via telephone, in person, or through email.
End Users can give us instructions via the relevant Platform.
a) Product Disclosure Statement
We will provide you with a PDS (where required by law) if we arrange for you to be issued with a financial product (or make an offer to arrange). The PDS contains information to help you make an informed decision about whether you wish to acquire the financial product. It includes information about the financial product such as fees payable, risks, benefits and significant characteristics.
We recommend that you read and consider the PDS before making any decision about whether to acquire any financial product.
A copy of the PDS for our BPAY Payment product is provided below.
b) General Terms and Conditions
In order to arrange for you to acquire a financial product, we may provide you with additional documentation to facilitate your request. For example, these documents may include agreements, terms and conditions and transaction documents.
Services to End Users are governed by the End User Agreement and services to Platforms by the Platform Services Agreement which are available online at www.hellozai.com
The Platform Services Agreement will be supplemented by a separate signed document with agreed fees to be charged, and which may also vary certain terms and/or impose additional terms.
a) Platforms
If you are a Platform, we will discuss and agree our fee structure with you before we provide you with services, as the NCP issuer. Fees are set out in our PDS and in the Platform Services Agreement, which you will enter into with us before we provide you with our services.
b) End Users
If you are an End User (a platform user of one of Zai’s Platform customers), we are the NCP issuer, even though you will only receive Zai’s services because of the relationship between the you as the End User and the Platform. As an End User, you will not be charged by Zai. However, you may be charged for the services you receive from the Platform, in accordance with the agreement between you and the Platform.
c) Staff Remuneration
Staff members of Zai are salaried employees who receive a salary, plus superannuation. Staff may also receive bonuses and other benefits from time to time.
d) Third-Party Referrals
If you have been referred to us by a third party, we may have an arrangement with that third party to pay remuneration (including a commission) for the referral.
You may request more details about the way these people or entities are remunerated within a reasonable time after receiving this document and before any financial services are given to you. If remuneration or other benefits are calculable at the time personal advice is given, it will be disclosed at the time that personal advice is given, or as soon as practicable afterwards. If remuneration is not calculable at that time, a statement of how the remuneration is calculated will be given to you at the time the advice is given, or as soon as practicable afterwards.
By using or continuing to use our services, you agree that:
All fees and charges received by us as described in this FSG (other than third party fees and charges) are a benefit given to us by you, in exchange for the services provided by us.
You understand, consent to, authorise and direct us to charge you in this way.
As above, Zai is authorised to issue financial products which are facilities for making non-cash payments, and it does this on its own behalf. Therefore, the general advice that we provide to you will likely relate to our own non-cash payment facility products.
If you are unhappy with us and would like to raise any concerns or complaints, please email us at helpdesk@hellozai.com or contact us by post at:
Zai Complaints Management, Level 22, 120 Spencer St, Melbourne VIC 3000.
End Users may also contact their Platform.
We’ll acknowledge your complaint as soon as practicable (and generally, within 1 business day) and aim to resolve your complaint within 30 calendar days.
If the complaint cannot be resolved to your satisfaction within 30 days, you have the right to refer the matter to the Australian Financial Complaints Authority (AFCA). AFCA provides fair and independent financial services complaint resolution that is free to consumers.
The contact details for AFCA are:
Australian Financial Complaints Authority
https://www.afca.org.au
info@afca.org.au
1800 931 678 (free call)
GPO Box 3, Melbourne, VIC 3001
We have arrangements in place to maintain adequate professional indemnity insurance as required by s912B of the Corporations Act. This insurance provides cover for claims made against us and our representatives, including claims in relation to the conduct of representatives who no longer work for us but who did so at the time of the relevant conduct.
Zai is committed to protecting your privacy. We have systems and processes in place which safeguard against the unauthorised use or disclosure of your personal information. Please contact us if you have any concerns.
A copy of our privacy statement is available online at www.hellozai.com/company/policies/privacy-policy.
Zai Australia Pty Ltd (Zai, us, we, our) is the issuer of the financial products described in this Product Disclosure Statement (PDS). This PDS does not cover all of the financial products that we offer.
This PDS relates to two of our non-cash payment facility (NCP) products:
This PDS explains what you need to know about the Zai NCP products and is designed to:
Before we will provide you with access to the Zai System and our services, including the Zai NCP products, you will need to agree to the Zai Platform Services Agreement. The Zai Platform Services Agreement, together with its schedules and annexures, contains terms and conditions that govern Zai’s relationship with you, including the issue of our Zai NCP products to you. There may also be other terms and conditions that we require you to agree to, including for example a corporate authorised representative agreement if you wish to offer the Zai payment facility or the Zai Stored Value Wallet to your own users.
You can obtain a free copy of this PDS by contacting us or visiting our website.
It is your responsibility to take all reasonable steps to ensure that you fully understand the products we offer, as well as how the products are used and the risks that are involved in such products. You may need further information to make these decisions.
General Advice Warning: This PDS does not take into account your financial situation, personal objectives or needs. Before using the products referred to in this PDS, you should read this PDS carefully, and then consider your objectives, financial situation and needs and take all reasonable steps to fully understand whether they are appropriate for you.
Location Warning: The products described in this PDS are intended for people in Australia. This PDS is not an offer or recommendation in any jurisdiction other than Australia, or to any person to whom it would be illegal for us to offer our products.
Client Type Warning: This PDS is only required to be provided to a Retail Client. If you are a Wholesale Client, then providing you with this PDS does not mean we wish to treat you as a Retail Client and this PDS does not apply to you.
Content Change Warning: Any information in this PDS that is not materially adverse information is subject to change from time to time and may be updated by inclusion on our website. You can also obtain a paper copy or electronic copy of any updated PDS (without charge) on request. Where this PDS includes a reference to content on our website, the relevant content of the website referred to forms part of this PDS. If you cannot find that information on our website, you can contact us and ask for a copy of the statement or information without charge.
Other Risk Warnings: See section 7 of this PDS for an explanation of significant risks.
Examples we use in this PDS are only for illustration and are included to help you understand our products. They are not exhaustive.
To the extent permitted by law, we do not accept any responsibility for any loss arising from your reliance on this PDS.
Should you have any queries about this PDS, please contact us. Our contact details are at the start of this PDS.
Zai is the issuer of the products described in this PDS.
We are authorised to provide general financial product advice in relation to non-cash payment products, and to “deal” in those same products, which includes making the products available to you. Cuscal Limited (Cuscal), is an Authorised Deposit-taking institution, and the ultimate holder of the stored value and settles the monetary obligations for the Zai Stored Value Wallet held in the Zai Customer Funds Account.
We will never provide you with personal financial product advice. We may, however, provide you with general advice. There is an important difference between general advice and personal advice. If we provide you with general advice, it means that we have not considered any of your individual objectives, financial situation and needs. See the General Advice Warning in section 2 for more details.
Read this PDS and the Financial Services Guide (FSG).
Read and acknowledge the Privacy Policy, and read, acknowledge and accept the Platform Services Agreement. The standard terms of the Platform Services Agreement are available on our website. The schedules annexed to the Platform Services Agreement will be tailored for your business to reflect the Zai NCP products and functionalities you wish to use, and any special conditions negotiated between the parties.
Integrate the Zai System with your platform.
You are now able to use Zai’s services, including the NCP product(s). The functionality of your Zai product, including whether you can maintain a Zai Stored Value Wallet and store value, will depend on the product you acquire.
Zai offers a number of products which fall into the category of “non-cash payment facilities”. A non-cash payment facility enables a person to make payments in a way that does not involve the physical delivery of cash, and is a type of financial product.
As noted above, this PDS covers two of our Zai NCP products:
The standard Zai NCP payment facility product is used to facilitate non-cash payments, between you and your customers.
The Zai Stored Value Wallet has the added functionality of enabling you to store value. This means that you can hold funds in your Zai Stored Value Wallet, or allow your customers to hold funds in their account on your platform. You can also receive payments into your Zai Stored Value Wallet and make payments from the balance of funds in your Zai Stored Value Wallet.
In addition to offering you the option to hold your own Zai Stored Value Wallet, Zai offers an extended functionality whereby you can provide wallet accounts to your end users. This enables users to hold notional balances with you and transact directly with you. However, these users will not be able to pay third parties from their notional balances, and have no relationship with or recourse to Zai or Cuscal.
This extended functionality is not available to every customer, and requires you to be pre-approved by Zai.
Information about the additional terms and conditions that apply to the Zai Stored Value Wallets, are set out in the Platform Services Agreement.
Our customers for whom this PDS is prepared are generally platforms or marketplaces in their own right, and use Zai products to make their own payments and collect payments from their end users. The Zai NCP products allow the customer to facilitate payments to and from you as the platform operator. In this case, Zai does not have any relationship with the end user or end-recipient. If you have access to the Zai Stored Value Wallet, in addition to facilitating payments, you can also offer wallet accounts to your end users. For example, if you operate a DCE, you can maintain a notional account for each user to store Australian dollars, which that user can load with value and use to purchase cryptocurrency from you and receive the proceeds of selling cryptocurrency to you. Similarly, if you have a property management business, you can maintain a notional account in relation to each property being managed, into which rent is collected.
As above, we offer an extended functionality to allow our customers to offer separate versions of the Zai NCP products to their end users, including the ability to store value and facilitate payments to third parties. Customers who want access to the extended functionality for their users must be authorised representatives of Zai’s AFSL, pursuant to a written agreement with Zai, or otherwise be authorised to provide the necessary financial services. The extended functionality involves another NCP product being made available to end users. That NCP is made available under the End User PDS, and not this PDS.
A.) Zai payment facility and Zai Stored Value WalletThe extended Zai Stored Value Wallet functionality has been developed for customers whose own users run platforms or marketplaces, or for customers who wish to provide their users with a facility to make payments to more than one party.
In addition to the functions and features of the standard Zai Stored Value Wallet offering listed above, the extended Zai Stored Value Wallet offering allows your users to use Zai’s NCP products, including using the Zai payment facility to pay more than one party and a Zai wallet account to hold a stored value balance. For example, a Zai customer can enable their end user to store value in a Zai wallet account that is integrated with the customer’s platform, and enable the user to pay their third party suppliers from that balance, using an approved payment method. In this way, you, as Zai’s customer, are effectively arranging for your own customer (ie the end user) to be issued with a Zai NCP product. You will therefore need to be authorised by Zai’s AFSL or be authorised under your own AFSL. This is because the extended functionality involves another NCP product being made available to your end users. That NCP is made available under the End User PDS, and not this PDS.
You and your end users, or a third party to whom you have provided the allocated BSB and account number details, can load funds into a Zai Stored Value Wallet in a number of ways, as agreed separately with Zai, including but not limited to the following options:
Zai may add, vary or remove the way in which payments can be made into, or from, the Zai Stored Value Wallet from time to time. Approval may be granted or withheld at Zai’s discretion. Any such decision will be based on many factors, including but not limited to our consideration of the risk and compliance requirements for the proposed flow of funds, the nature of goods and services being paid for, and the parties to the transactions.
When Zai receives funds for these collected payments, it will update your Zai Stored Value Wallet balance to reflect the funds received. This will only be updated once the funds are received and cleared in Zai’s account held with Cuscal. In some cases, funds received via the collection service may need to be returned to the sender, frozen or rejected. This will be done pursuant to the Platform Services Agreement, or any other relevant agreement that you have with Zai.
Approved customers can use the Zai Stored Value Wallet product to collect payments from its end users and other third parties, and to hold notional balances on their own behalf and on behalf of others. For example, you may elect to set up Zai Stored Value Wallets and sub-wallet accounts to attribute your notional balances to users of your platform/marketplace. Regardless of how you have structured your stored value, or who you may attribute value to within your platform, we maintain any amounts deposited into your Zai Stored Value Wallet on your behalf only and not on behalf of our Customer’s end-users. This is separate to the extended functionality, where you offer your end users a separate Zai wallet account.
While we may receive and match inbound payments from your end users or other third parties, Zai’s relationship is with you, the Customer, and not any other third party user or payer.
Cuscal is the ultimate holder of stored value. You have a beneficial interest, and not a legal interest, in the stored value held in your Zai Stored Value Wallet. Zai acts as trustee of the stored value in your Zai Stored Value Wallet for your benefit, in accordance with the applicable terms in the Platform Services Agreement.
While you can maintain a balance of funds in a Zai Stored Value Wallet, the Zai Stored Value Wallet is not a bank account. As reiterated in this PDS, these products are non-cash payment facilities with a stored-value functionality that is supported by our partnering bank, Cuscal. The funds are held separately from our own and are regulated client monies under the Corporations Act 2001 (Cth).
For clarity, neither Zai nor Cuscal will pay any interest to you or to the users linked to the Zai Stored Value Wallets.
Unless explicitly agreed to separately with Zai, you are not entitled to and will not earn interest on your balance. Zai can keep any interest it may earn on Zai Stored Value Wallet balances in its absolute discretion.
A balance in a Zai Stored Value Wallet may be used to fund outbound payments to a user’s nominated bank account in supported jurisdictions via various agreed non-cash payment options. These options will be available pursuant to the Platform Services Agreement, or other relevant agreement that you have with Zai, and shall be in line with your Zai approved payment flows and the product chosen. Options include: Direct Credit, NPP real time payments, or payment of bills via BPAY. Currently, the Zai NCP products do not support currencies other than AUD, but this may change in the future.
Note: not all non-cash payment methods are available to every customer. The approved methods of payments for your agreed payment flows and any associated fees and charges will be outlined and agreed to in a schedule of your Platform Services Agreement.
Importantly, and as noted throughout this PDS, the store of value in the Customer Funds Account is held by Cuscal, not by Zai. The Customer Funds Account is the underlying account where the funds are settled, held and processed, not the Zai Stored Value Wallet., It is Cuscal that makes payments based on the instructions of the customer.
Note, your funds are not covered by the Financial Claims Scheme, Cuscal is not providing you with an account and does not have any contractual relationship with you.
Our products provide a range of benefits, including convenience and efficiency. The significant benefits of using our services include:
Please refer to our current Financial Services Guide (FSG) for a description of how we, our employees and related parties are paid, and for fees that may be payable in relation to the products described in this PDS.
Our FSG is available on our website. Alternatively, you can contact us to obtain a free hard copy of the FSG using the details at the beginning of this PDS.
The tables below outline the type of fees that may be applicable to you, depending on which approved payment options you choose to use to fit your particular model and payment flows. However, it is a guide only. Details of all fees and costs will be disclosed and agreed to prior to your use of the Zai NCP products covered by this PDS, as a schedule to the Platform Services Agreement.
The standard fees for our products are outlined in the tables below, but may vary in accordance with the Platform Services Agreement. All prices indicated are exclusive of GST.
Fees and costs (exclusive of GST)
|
Transaction Services |
Fee* |
Frequency |
|
Direct Debit Transaction - Successful |
up to $1.50 |
Per successful transaction |
|
Direct Debit Transaction - Failed |
up to $1.50 |
Per failed transaction |
|
BPAY Biller Transaction - Inbound |
up to $1.00 |
Per transaction |
|
BPAY - Error Corrections |
up to $10.00 |
Per Error Correction |
|
Direct Credit Transaction - Inbound |
up to $1.00 |
Per transaction |
|
Create Virtual Account Number |
up to $1.00 |
Per account |
|
NPP Real Time Payment - Inbound |
up to $0.50 |
Per transaction |
|
PayID Registration |
up to $0.50 |
Per registration / de-registration |
|
Validate PayTo Agreement |
up to $0.50 |
Per request |
|
Create PayTo Agreement |
up to $0.50 |
Per request |
|
Initiatie Change to PayTo Agreement |
up to $0.50 |
Per request |
|
PayTo Payment Initiation Request |
up to $1.00 |
Per request |
|
BPAY Payer Transaction - Outbound |
up to $0.50 |
Per transaction |
|
NPP Real Time Payment - Outbound |
up to $1.00 |
Per transaction |
|
Direct Credit Transaction - Outbound |
up to $1.00 |
Per transaction |
|
Transactions requiring manual handling |
up to $35.00 |
Per transaction |
|
Other Services / Fees |
Fee* |
Frequency |
|
Setup & Implementation (Establishment) Fee |
up to $50,000 |
Once off per Implementation |
|
Minimum Monthly Fee |
up to $2,500 |
Monthly, if fees less than minimum |
|
Monthly Service Fee |
up to $20,000 |
Monthly - may negate other fees |
|
Monthly Stored Value Fee |
up to $20,000 |
Monthly - may negate other fees |
Fees are either invoiced to you, or automatically charged to your Zai Stored Value Wallet as and when the fee is incurred.
Your funds may be held within Zai's designated Customer Funds Account, pending disbursement to you or a third party bank account that you nominate, or to a BPAY Biller that you nominate.
If there is an increase in our fees or charges, we will give you at least 30-days prior written notice, in accordance with the terms in the Platform Services Agreement.
The funds in your Zai Stored Value Wallet will be held on trust for you. Funds deposited by you or your clients are segregated from our money and held in a pooled trust account in accordance with Australian law, on your behalf. Whilst our product provides functionality that may allow you to notionally collect and maintain balances on behalf of your end users, we maintain any amounts deposited into your Zai Stored Value Wallet on your behalf only. Unless stated otherwise in the Platform Services Agreement, we have no relationship with your end users and do not maintain any funds on their behalf.
By using our products, unless explicitly otherwise agreed with Zai, you relinquish the right to any interest on funds deposited in Zai Stored Value Wallets. Individual client account funds are not separated from each other but are pooled together. The money is held on trust for you until you withdraw the money or otherwise provide us with an instruction to allocate funds to a third party.
We cannot use your client money for our own capital purposes.
Sometimes there may be a discrepancy in the balance shown to you in your Zai Stored Value Wallet, and the amount of client money we hold on your behalf. That may be because of uncleared funds, software malfunction, or if we otherwise take action pursuant to the Platform Services Agreement.
You can ask us for records about money we have received from you, on your behalf, or for your benefit, where that money was client money. We will provide you with the records within 5 business days or such longer period as we may agree to in writing with you.
Because we rely on partnering banks to process transactions, and to hold stored value, there is a counterparty risk that you may lose some or all of your money if there is a deficiency in the account used by the relevant banking partner to support the Zai NCP products.
The Platform Services Agreement is provided to and agreed to by you before we agree to provide you with our services and issue you a Zai NCP product. The standard form section of the Platform Services Agreement is available on Zai’s website and must be read and agreed to, in addition to the tailored schedules, before we will provide you with our Zai NCP products. When you use our products, you will be bound by the Platform Services Agreement, as amended from time to time.
In the event of inconsistency, the terms in the legal documents described below will rank according to the following priority, but only to the extent of that inconsistency:
Information in this PDS is subject to change from time to time and is up to date as at the date stated at the start of this PDS.
There is no cooling off period for any product that we offer.
You must provide all information to us which we reasonably require of you to comply with any law in Australia or any other country. In particular, you must provide adequate identification information before you can use our products or services.
We may disclose any information that you provide to a relevant authority where required by any law in Australia or any other country.
We may delay, block or refuse to enter, adjust or complete a transaction if we believe on reasonable grounds that making the payment may breach any associated payment system or payment scheme rule or any law in Australia or any other country, and we will incur no liability if we do so.
Unless you have disclosed to us that you are acting in a trustee capacity or on behalf of another party, you warrant that you are acting on your own behalf when obtaining products or services from us.
When you use our products or services, you are promising that you will not breach any law in Australia or any other country.
Using Zai’s services may have tax implications. The taxation consequences can be complex and will differ for each individual’s financial circumstances. We recommend that you obtain independent taxation and accounting advice on your particular financial situation.
Zai is committed to protecting your privacy. The personal information you provide to Zai and any other personal information provided by you in connection with Zai products and services will primarily be used for providing you with the services and for complying with certain laws, regulations and or related payment system or payment scheme rules. We have systems and processes in place which safeguard against the unauthorised use or disclosure of your personal information. Please contact us if you have any concerns.
A copy of our privacy statement is available online at www.hellozai.com/company/policies/privacy-policy.
In the event you have a complaint about us, you can contact us and discuss your complaint. We will try and resolve your complaint quickly, fairly and within prescribed time limits (30 days).
If the complaint cannot be resolved to your satisfaction, you may have the right to refer the matter to the Australian Financial Complaints Authority (AFCA) which is an external dispute resolution service of which Zai is a member.
You can contact AFCA: