Legal

End User Agreement

Effective as of 30 June 2025

Previous Versions:

• End User Agreement effective from 17th February 2024 
• End User Agreement effective from 1 July 2021

• “Account” means a depository account with a financial institution designated by You for the payment or receipt of monies pursuant to this Agreement.
• "Account Details" means our records for Confirmation of Payee Services, including the full legal account name, virtual account number assigned to a person on our system, as well as any relevant transaction activity.
• “ACH” is an acronym for “Automated Clearing House”. ACH transactions are payments sent from or received by Accounts through the ACH networks.
• “AFSL” means Zai’s Australian Financial Services Licence number 527370.
• "Agreement” means this End User Agreement.
• “BPAY Payer Terms” means the BPAY payer terms available at https://www.hellozai.com/company/policies/bpay-payer-terms.
• “BPAY Payments” has the meaning given to that term in the BPAY Payer Terms.
• “Buyer” means a third party who purchases, or offers, attempts or agrees to purchase, any Goods, Assets or Services from You via the Platform.
• “Card Network/Card Brand” means the network that powers credit card and debit card transactions. This includes, without limitation, Visa, MasterCard, American Express and Discover.
• “Chargeback” means a Refund, Transaction Fund Reversal or a dispute or claim by the Buyer, their financial institution, a Card Network, Zai, Zai's processor, the Platform or a Platform’s financial institution in relation to a transaction that involves payment with a credit card or by ‘credit’ on a debit card.
• “Collection Services” shall have the meaning given to it in clause 2.“Confirmation of Payee” means the initiative of the Australian Payments Plus (AP+) and is the industry-wide service which enables payers to check whether the account name they have entered in relation to a BSB and account number matches the account details held by the payee’s financial institution before making a payment.
• "Cuscal” means Cuscal Limited (ACN 087 822 455) of Level 2, 1 Margaret Street, Sydney NSW 2000, which is an Authorised Deposit-taking Institution within the meaning of the Banking Act 1959 (Cth).
• “Digital Wallet” means our ledger system that records Your Account and the funds we hold on Your behalf.  This is distinct from the Zai Stored Value Wallet, which is a wallet account that enables you to store value.
• “Fees” mean, unless expressly specified to the contrary in this Agreement, the fees payable by You to Zai comprising of a proportion of the fees that You pay to the Platform (such proportion as may be agreed between Zai and the  Platform), which is passed onto Zai from the Platform.
• “Goods, Assets and/or Services” means any goods, services or other property of any kind whatsoever (real, tangible or intangible) or any rights with respect thereto.
• “Losses” means any and all actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including lawyer, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise.
•  "Platform" means an e-commerce website, software application, API service or other digital intermediary service through which you access the Services.
• “Platform Provider” means the legal entity that provides the Platform to you. The Platform Provider is Zai’s customer.
• “Privacy Policy” means Zai’s Privacy Policy, which is available at https://www.hellozai.com/company/policies/privacy-policy.
• “Product Disclosure Statement” or “PDS” means the Zai Product Disclosure Statement for platforms and business, which will be provided to you before you are issued with a Zai product.
• “Prohibited Transaction” means the businesses, business activities or business practices that are prohibited by Zai, a Card Network or financial institution involved in the Transaction, details of which can be obtained here.
• “Purchase Price” has the meaning given to it in clause 6.
• “Representative” means a person’s affiliates, and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns.
• “Refund” means a payment reversal as a result of the Buyer not being satisfied with the supply or quality of the Goods, Assets or Services provided by You, changing his/her mind about the purchase for any reason, or You deciding to reverse a Transaction for any reason. For clarity, Refunds may include a Chargeback but do not include Transaction Funds Reversals.
• “Retail Client” means a customer or a potential customer of Zai who is not a Wholesale Client.
• “Sell” or “Sale” shall be interpreted broadly to mean to sell, transfer, lease, license, engage the services of, or otherwise assign or dispose of.
• "Services” means the Collection Services and the Zai Stored Value Wallet Services.
• “Third Party Provider” means a third party entity engaged by Zai to assist it provide services and may include, without limitation, parties such as banks, card acquirers and other financial or software intermediaries.
• “Transaction” means the purchase and sale of Goods, Assets or Services using the Platform, and may include a transfer, lease, licence, engagement of services, payment into or out of a Zai Stored Value Wallet, or other assignment or disposal of the Goods, Assets or Services.
• “Transaction Funds Reversals” are payment reversals that can refund a Buyer up to the full amount of the Transaction as a result of an error, mistaken payment, unauthorised, unlawful, suspicious, or Prohibited Transaction. For the avoidance of doubt, a Transaction Fund Reversal may include a Chargeback but does not include a Refund.
• “Wholesale Client” has the same meaning as in section 761G of the Corporations Act 2001 (Cth).
• "Zai Stored Value Wallet” means the wallet account that Zai makes available to Platform Provider, and if applicable to you, via the Platform which enables you to store value. The Zai Stored Value Wallet is issued by Zai and the stored value is held by Cuscal. For more information about the Zai Stored Value Wallet, see the applicable PDS (if you are a Retail Client) or Information Memorandum (if you are a Wholesale Client).
• “Zai Stored Value Wallet Services” means the service of making the Zai Stored Value Wallet available to you, which enables you to have a wallet account on the Platform from which you can receive, send and store funds. 
  
  
  2. Payment Collection Services

Zai agrees to collect monies for you in relation to transactions you participate in through a Marketplace/Platform in consideration of the Fees.  
You authorise and instruct Zai to provide the following services to you in accordance this Agreement:

• to accept and collect monies on your behalf, for the purposes of processing the payment of those monies from the Buyer to you;
• to hold such monies on trust for you in our bank account as nominated by us to enable us to process the payment of the monies to you; and
• to forward those monies or an equivalent sum to your Account.

(collectively, the “Collection Services”).

If your Marketplace/Platform offers you the ability to make payments through the BPAY Scheme via Zai (“BPAY Payments”), then you will be bound by the BPAY Payer Terms when making such payments. If you make BPAY Payments then the term Collection Services in this Agreement shall be read to include Zai's services in facilitating BPAY Payments for you.
By way of clarification, the parties acknowledge and agree that Zai carries out the Collection Services as a contractor to You and not as agent for on behalf of any person (except, where relevant, insofar as set out in the BPAY Payments terms).

You agree that, except to the extent the Collection Services involve a Zai Stored Value Wallet or other regulated non-cash payment facility, you have no recourse against Zai or Cuscal.

3. Zai Stored Value Wallet Services 

Subject to the Platform being authorised by Zai, and Zai agreeing with the Platform Provider to offer the functionality to you, Zai has agreed to make the Zai Stored Value Wallet Services available to you in accordance with this Agreement.  You agree and acknowledge that you can only access the Zai Stored Value Wallet from the Platform, and that Cuscal is the holder of stored value with funds being held on trust in a Customer Funds Account, the underlying account to the notional Zai Stored Value Wallet.
You agree and acknowledge that Zai’s ability, and therefore Platform Provider’s ability, to offer and issue Zai Stored Value Wallets is dependent on Cuscal’s role as the holder of the stored value, and that such offer and issue is accordingly subject to Cuscal’s continuing authority.


4. Your Information

In order to provide the Services, Zai may need to verify Your identity.  You agree to promptly provide any of the following information upon Zai's request:

1. full legal name;
2. email address;
3. current address;
4. month and year of birth;
5. bank account details;
6. government Issued ID; and
7. any other information which Zai may reasonably request.

If You are operating a registered business (Partnership, Corporation, Pty Ltd, Partnership, Trust, Sole Trader, etc.), You will also need to provide Your:

• full company name;
• registered address;
• principal place of business (if different to registered address);
• business name and ABN;
• business phone;
• full name and contact details of the directors of your business; and
• any other information which Zai may reasonably request.

You consent to Zai collecting, using, disclosing and storing your information in accordance with its Privacy Statement and Privacy Policy for the purpose of providing the Services to you and, if required, for the purpose of verifying your identity. Further information is also set out in our Privacy Policy. 
 
5. Privacy Statement

We recognise the importance of protecting your personal information and are committed to complying with Our privacy law obligations.  
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We collect your personal information to provide you with the Services. While we usually collect your information directly from you, there may be circumstances where we may also collect it from a third party such as the Platform Provider, a financial institution involved in the Transaction or an identity verification provider. If you don’t provide us with the information, we may not be able to provide the Services to you.
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We may disclose your information to a Third Party Provider to help us verify Your identity or provide the Services to You. This includes Third Party Providers who may be overseas and who may host or access your personal information.  

If applicable to the Services you receive from us, you acknowledge and authorise us to use and disclose your Account Details for Confirmation of Payee.

To the extent Account Details and the use of Account Details constitutes disclosure, storage and use of your personal information (as set out in our privacy policy) you acknowledge and agree that they consent to that disclosure, storage and use.

If you do not want Account Details to be used and disclosed for these purposes, then you may opt-out of Confirmation of Payee in some circumstances. You must contact us directly if you wish to do so, however you acknowledge that opting out may adversely impact your experience and cause delays with payments. For example, you may no longer be able to receive or send real time payments. We are not liable for any loss you suffer, including consequential loss, in connection with you electing to opt out of Confirmation of Payee.

‍The countries we may transfer, disclose or store your information to include, but are not limited to, the United States of America, United Kingdom, Philippines and Singapore.  Where information is transferred, disclosed or stored overseas, we will seek to ensure the recipient has security systems to prevent misuse, loss or unauthorised disclosure in line with Australian laws.
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We may also use your personal information for other purposes such as marketing and promotion of our products and services, market research and development, customer communications and surveys, direct marketing, and creation of statistical information and data analytics. 
More information about how we collect, store, disclose and use your personal information, and information about how you can access and correct your personal information, is in our Privacy Policy. 

6. Payment and Account Authorisation

You instruct Zai to receive, on Your behalf, payment in full or in part of the purchase price of any Goods, Assets or Services Purchased by a Buyer less any fees or charges you have agreed to pay the Platform Provider (the “Purchase Price“).

You authorise Zai to do the following:

1. make, or arrange to make, debit and credit entries in your Digital Wallet and/or Zai Stored Value Wallet to reflect the collection and payment to you of the Purchase Price received;
2. pay, or arrange to be paid, into your Account and/or Zai Stored Value Wallet an amount equal to the Purchase Price;
3. debit, or arrange to debit, your Account and/or Zai Stored Value Wallet to discharge your obligations pursuant to this Agreement; and
4. debit, or arrange to debit, your Account, your Digital Wallet and/or your Zai Stored Value Wallet based on the instructions of the Platform Provider to collect any fees and charges that You have agreed to pay the Platform Provider. You acknowledge that we will be acting on behalf of Platform Provider in relation to such debits.

Zai may pay the Purchase Price or an equivalent sum to you at such times agreed between You and the Platform Provider (including, at the discretion of Zai, prior to funds having been received by Zai) and by any means it considers appropriate including but not limited to PayPal, direct credit or via a Zai Stored Value Wallet, or ACH via a direct debit/ACH agreement that you are a party to. The payment of any sum to you will reduce the amount held on trust for You by a corresponding amount.

7. Funds Held for Your Benefit 
Zai receives and holds the Purchase Price on Your behalf, on trust for You, in Our bank account.  Zai has sole discretion over the establishment and maintenance of its bank accounts, other than the account that holds the stored value. Cuscal is the holder of stored value with funds being held on trust in the Customer Funds Account, which is a pooled funds account and the underlying account to the notional Zai Stored Value Wallet.. You acknowledge and agree that the monies received by Zai may be held in this pooled funds account with monies held by Zai for its other customers..  

For the avoidance of doubt, you are not entitled to any interest or other compensation associated with any funds held on your behalf in our bank account. You irrevocably assign to Us all rights and legal interests to any interest or other earnings that accrue or are attributable to any of your funds in our bank account.

Zai maintains a Digital Wallet for You that allocates the amount held in Our bank account on Your behalf, being the amount of Your Purchase Price received by Us. This is distinct from your Zai Stored Value Wallet.

You agree and acknowledge that You have no recourse against Zai or Cuscal in relation to funds held if Zai is not issuing you with a Zai Stored Value Wallet or other regulated non-cash payment facility.

8.  Funds Held in your Zai Stored Value Wallet

The funds held in your Zai Stored Value Wallet will be held on trust for you. For the avoidance of doubt, you are not entitled to any interest or other compensation associated with any funds held in your Zai Stored Value Wallet, whether or not the funds are held on trust for you, and whether or not the funds are held in a segregated bank account pursuant to client money rules pursuant to the Corporations Act 2001 (Cth).

9. Taxes
Zai is not responsible for withholding or payment of any sales, use, personal property or other governmental tax or levy imposed in connection with any Transaction.

10. Illegal and Prohibited Transactions

You agree you will not use the Services for, or otherwise accept payments in connection with, any illegal activity or Prohibited Transactions.  

11. Right to Refuse to Provide Services

You agree that Zai may refuse to provide Services without further notice if:

1. Zai has any reason to believe that to do so may violate any law, rule or regulation;
2. requested by a court, tribunal, governmental or regulatory body; or
3. the agreement between Marketplace/ Platform Provider and Zai is terminated for whatever reason.

You agree and acknowledge that Zai’s provision of Services may automatically and immediately terminate if Zai loses authorisation to provide the Services, including due to Cuscal refusing to offer the stored value facility to Zai or if the AFSL is suspended or cancelled. 

12. Transaction Funds Reversals, Refunds and Disputes

You acknowledge that a Transaction Funds Reversal, Refund or dispute, including but not limited to those in relation to fraudulent, mistaken or unauthorised payments, may result in a return of part or all of the Purchase Price to the Buyer, Card Network or financial institution requesting the reversal.

If a Transaction is disputed, or a Transaction Funds Reversal or Refund is being sought, You will be fully liable for the dispute, reversal or refund of the Purchase Price and any associated fees or fines and You agree:

1. to be bound by any payment industry or banking rules and regulations applicable to the dispute, Transaction Funds Reversal or Refund;
2. to take reasonable steps to resolve any dispute in a timely manner including a dispute involving a Transaction Funds Reversal or Refund;
3. to provide, and instruct Zai to provide, timely assistance and reasonable information to the Platform Provider, the Card Network, Zai's processor or any financial institution in relation to any dispute, Transaction Funds Reversal or Refund;
4. that if the payment industry or banking rules and regulations require the Transaction Funds Reversal, Zai is instructed by You or by the Platform Provider acting on Your behalf pursuant to Your arrangement with the Platform Provider, without further notice, to give effect to the reversal by holding an amount in Our bank account to cover the reversal, restricting Your access to the funds in Our bank account, debiting the Transaction Funds Reversal amount and any associated fees or fines from Our bank account (or direct debiting Your Account or Zai Stored Value Wallet for an amount covering the Transaction Funds Reversal), and adjusting Your Digital Wallet or Zai Stored Value Wallet to reflect the reversal; and
5. that if a Refund is being sought, to provide timely instructions directly to Zai or to the Platform acting on Your behalf in relation to the Refund.

Zai assumes no liability for any Transaction Funds Reversal, Refund or dispute and You agree to hold harmless Zai for acting in accordance with clause 10 and this clause 12 of this Agreement. Without limiting clause 16, you also agree to indemnify Zai for any Transaction Funds Reversal, Refund or dispute and any associated fees or fines.
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Zai may take any legal action against You to enforce its indemnity or otherwise recover any funds from You in relation to any Refund or Transaction Funds Reversal.

Without limiting this clause 12, You acknowledge and agree that Zai may delay or reject Transactions that Zai considers, or which a material Third Party Provider that Zai relies on to provide the Collection Services and/or Zai Stored Value Wallet Services considers, to be potentially fraudulent or unauthorised. 

13. Termination
Zai reserves the right to immediately terminate this Agreement at any time if:

1. it is reasonably necessary to protect its legitimate business interests; or
2.  if it is no longer able to provide the Services to you for reasons out of Zai’s control, including but not limited to a change in regulation or laws, no longer being authorised to provide a service or no longer being engaged by the Platform Provider.

You may terminate this Agreement at any time by notifying the Platform of the termination of Your use of the Platform in accordance with any applicable terms governing Your use of the Platform Provider. 

Upon Termination:

1. Your Digital Wallet and/or Zai Stored Value Wallet (as applicable) will be flagged as dormant and the Services will cease; and
2. any pending Transactions will be cancelled and all amounts held on Your behalf in Our bank account, including the Purchase Price to be received from Transactions completed prior to the termination, shall be paid to You.
   Without limiting clause 16, You agree that Zai will not be liable for any damages or responsible for any compensation in connection with the termination or suspension of the Services.

14. Survival of Termination

Section 12 (Chargebacks and Disputes),  Section 15 (Buyer/Seller Dispute Resolution), Section 16 (Liability), and Section 17 (Disclaimer) of this Agreement as well as any other of Your remaining obligations and any other terms necessary to enforce or address such obligations shall survive the termination of this Agreement.

15. Buyer/Seller Dispute Resolution
You agree to be bound by any applicable dispute resolution process required by any payment industry or banking rules and regulations applicable to the Transaction, Refund or Transaction Funds Reversals. 
If the Services have involved you being issued with a financial product as a Retail Client, the dispute resolution process set out in the PDS will apply.

16. Liability

Subject to Zai being fraudulent or grossly negligent, neither Zai nor any of its Representatives will be liable to You for any Losses arising out of or in connection with Your use of our Services.   
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In the event of Zai’s fraud or gross negligence, or in the event Zai’s liability cannot be excluded, Zai's maximum aggregate liability arising from or relating to any claim (or series of related claims) by You arising out of or in connection with the Services shall not exceed the aggregate amount of 100% of the Fees received in relation to your Transaction during the 12 month period preceding the date such claim(s) is/are made.  
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If any legislation applies to imply warranties or conditions or impose obligations upon Zai which cannot be excluded, restricted or modified, to the extent Zai is able to do so, Zai's liability will be limited to the supply of the services again, or payment of the reasonable cost of having the services supplied again.
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In no event shall Zai be liable for any lost profits, data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Services.

‍17. Disclaimer of Warranty

Nothing in this clause or any other clause in this Agreement is intended to limit Zai's obligation to render its services with due care and skill, or any other guarantees or warranties provided for by applicable law. 
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To the extent permitted by law, the Services are provided “as is” or “as available” and Zai makes no representations or warranties, express or implied, to You regarding the Collection Services, including without limitation, that the Services will meet Your requirements or that the Services or the Zai systems will be uninterrupted, timely or error free.  
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Zai does not warrant in any way the legality of the Transaction, title or condition of any Goods, Assets or Services, whether the arrangements between the parties properly and legally transfer ownership or any other aspect of any or all of the agreements between the parties.  

Zai does not endorse the Platform, Cuscal or any third party website, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising therefrom or any fraud or other crime facilitated thereby. In no event will Zai be liable for any act or omission of any third party including but not limited to You or Your financial institution, any payment system, any Third Party Provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Zai's control (including but not limited to fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party or failure or interruption of electrical, telecommunications or other utility services). 

18. Your Representation

You agree, and hereby represent and warrant, that:

1. You have the legal capacity to enter into and be bound by this Agreement
2. You have the authority to enter into and perform the obligations set out in this Agreement.
3. If You are carrying on a business, You hold all necessary licences and authorisations to do so.
4. The information You provide pursuant to this Agreement is complete and correct as to the best of Your knowledge.
5. You shall fulfil the obligations of any Sale of Your Goods, Assets or Services.
6. Your use of Zai's Services as well as Your Transactions comply with the laws and regulations applicable to You and Your business.
7. You will not used the Services for a Prohibited Purpose.

19. Commercial Entity

If you process over a threshold amount (as determined by Zai's bank partner and notified to you by Zai), you may be required to enter into further terms and conditions with the bank partner. This will not change any transaction arrangements, fees, or fulfilment structures between you, Zai, or the Platform Provider.

20. General

• Modifications to the Agreement.  Zai reserves the right to update or modify this Agreement at any time by providing you with notice that Zai considers reasonable according to the nature and extent of the changes, which notice will not be less than 2 business days. Notice may include notice on our website or the applicable Platform. Any use of our Services after publication of such notice shall constitute Your acceptance of the modifications.
• Governing Law. This Agreement will be construed in accordance with and governed by the laws of Victoria, Australia.
• Waiver. If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.
• Severability. If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.