Customer refers to an entity, platform, marketplace, merchant or individual who agrees to accept these PayTo Terms and Conditions.
End Customer refers to a buyer/debtor/payer user using the Customer’s platform/marketplace services.
Payment Initiator means a payment service provider (Zai) acting on behalf of the Customer, and is authorised by the End Customer to initiate payments from their bank account.
NPP means the New Payments Platform operated by NPP Australia Limited.
NPP Payments means electronic payments cleared and settled by participating financial institutions via the NPP.
Mandate Management Service (MMS) means the central, secure database operated by NPP Australia Limited of PayTo Agreements.
PayTo Agreement (Mandate) means a digital agreement that records authorised payment terms between the Customer or a Seller and its End Customer.
Mandated Payment Service (MPS - PayTo) means a service which enables:
(a) a Payment Initiator, on behalf of the Customer, to request, and the End Customer(s) to pre-authorise, an NPP Payment, or a series of NPP Payments, in accordance with a PayTo Agreement;
(b) a Payment Initiator on behalf of the Customer to amend, suspend, unsuspend/resume, and cancel PayTo Agreements.
MPS User means a Customer, Merchant (Platform/Marketplace) or a Payment Initiator (Zai) who is authorised and approved by an NPP participant to use the Mandate Management Service and Mandated Payment Service.
Authorised Payment Mandate (AUPM) is a type of PayTo Agreement which has been authorised by the End Customer and stored in the Mandate Management Service, authorising an NPP Payment, or a series of NPP Payments, to be made from the End Customer’s bank account as per PayTo Agreement payment terms.
Direct Debit means an automatic transaction to collect funds from Debtor/Buyer/Payer’s bank account via Bulk Electronic Clearing System (BECS) scheme based on the authority provided by the account holder via authorised Direct Debit Request (DDR) - sometimes referred to as a Direct Debit Authority (DDA).
Migrated DDR Mandate (MGCR) is a type of PayTo Agreement where the Customer holds a previously authorised valid BECS Direct Debit Agreement and is requesting its conversion to a PayTo Agreement.
PayTo Claims (Claims) means claims raised by the End Customer with their bank for any non-compliant or wrongful debits via PayTo from their bank account.
Documentation means any documentation that Zai may provide the Customer. This may include documents to assist the Customer or their End Customers with respect to using the Mandated Payment Service including; API docs, Guides, Manuals, Presentations, Emails whether in an electronic form or otherwise.
Zai Intellectual Property has the meaning given in clause 1.37.
Zai means Zai Australia Pty Ltd.
End Customer refers to a buyer, debtor, payer user of the Customer’s platform/marketplace.
1.1 To be eligible, and continue to be eligible to use PayTo services throughout the Term, the Customer must satisfy Zai’s eligibility requirements as communicated from time to time, including in relation to: the Customer’s organisational, administrative and financial capabilities; ability to comply with applicable laws and regulatory requirements; governance, privacy and data protection arrangements; security arrangements; and operational arrangements.
1.2 On the request of the Customer, Zai will create a Mandate on behalf of the Customer for either a new or existing End Customer. The Customer shall only request Zai to create a PayTo Mandate if and when the End Customer has requested the Customer to facilitate payments via PayTo.
1.4 The Customer will instruct Zai to produce a Mandate which will be included on the Mandate Management Service. The NPPA, through the Mandate Management Service will notify the financial institution of the End Customer about the Mandate, at which point the End Customer will receive a notification to either authorise or reject the Mandate.
1.5 The End Customer is required to authorise or reject the Mandate within the period of time specified in the Mandate, otherwise the Mandate will lapse. Such a period of time must not exceed 5 calendar days. For clarity, where the End Customer does not authorise or reject the Mandate within the specified period of time, the Mandate is deemed to be rejected, with an indication that the End User has not responded within the required timeframe.
1.6 If the End Customer rejects a Mandate because they do not believe that it reflects the terms of the agreement that it will enter into with the Customer, the End Customer is required to contact and have the Customer amend and resubmit the details of the Mandate.
1.7 Once a Mandate has been authorised by the End Customer, the End Customer’s Financial Institution will update the Mandate Management Service with this information and the Mandate becomes an Authorised Payment Mandate.
1.8 The Customer may recall a Mandate at any time up until the point at which the End Customer authorises that Mandate in accordance with clause 1.5, or the Mandate expires.
1.9 The Customer must not submit any more than three Mandates per day to any individual End Customer for the same goods or services. Zai reserves the right to suspend or cancel such Mandates.
1.10 Where the Customer is an existing BECS Debit User, the Customer may apply to Zai for approval to allow them to create Mandates for existing Direct Debits (Migrated DDR Mandates). To create Migrated DDR Mandates, the Customer must inform the End Customer of their intent to process future transactions under the relevant Direct Debit arrangement through PayTo, including an option for the End Customer to opt out of the proposed DDR migration to PayTo, at least one full billing cycle before the new payment arrangements come into effect (and if the billing cycle is less than 14 days, then at least 14 days’ notice is to be given).
An approved Customer must ensure they hold the original DDR and evidence of authorisation by the End Customer. Note, the Customer must ensure that the DDR to be migrated is authorised and active prior to migration and the Customer must ensure that the Migrated DDR Mandate details in the creation request, accurately reflect the DDR terms. If it is not possible to ensure that the Migrated DDR Mandate terms matches the DDR terms, then it is required that an Authorised Payment Mandate is requested and explicitly authorised by the End Customer before PayTo payments are made.
Also, from the date of creation of the Migrated DDR Mandate, the Customer must cease processing Direct Debit payments based on the authority previously provided by the DDR. Where a DDR has been successfully migrated to PayTo as a Migrated DDR Mandate and the PayTo Mandate is subsequently cancelled by the End Customer, the Customer is not permitted to rely on the authority of the original DDR to resume the processing of Direct Debit payments via BECS.
1.12 The Customer acknowledges that they hold, and are able to produce evidence upon request, of each of the End Customers’:
1.13 If the Customer is approved by Zai to use Migrated DDR Mandates, they may request Zai to create a Migrated DDR Mandate, which will be included on the Mandate Management Service. Transactions in connection with Migrated DDR Mandates may be processed through PayTo from the date that is 5 calendar days after the date of creation (provided that this is consistent with any instruction provided by the End Customer) at which point the Migrated DDR Mandate may be treated as an Authorised Payment Mandate.
1.14 A Migrated DDR Mandate can be cancelled by a Customer or the End Customer at any time.
1.15 The Customer must not submit any more than one Migrated DDR Mandate to any individual End Customer relying on the same original DDR. Zai reserves the right to suspend or cancel such Mandates.
1.16 From time to time, the terms of the agreement between the Customer and each End Customer may be amended which will then need to be captured in the relevant Mandate. The amendment of a Mandate may be initiated by the Customer after obtaining the consent of the End Customer for any changes to the terms of the Mandate, before initiating an amendment to a Mandate.
1.17 The Customer acknowledges that they hold, and are able to produce evidence upon request, of each End Customer’s consent obtained pursuant to clause 1.16.
1.18 The Customer may instruct Zai to process, on their behalf, an amendment to the Mandate in the Mandate Management Service. The Mandate Management Service will then notify the End Customer Financial Institution of the amendment request, at which point the End Customer is required to either authorise or reject the amendment request.
1.19 The End Customer must either authorise or reject the amendment request within the specified period of time or within the maximum period of 5 calendar days, otherwise the amendment request will lapse. For clarity, where the End Customer does not authorise or reject the amendment request within the specified period of time, the amendment request is deemed to be rejected.
1.20 If the End Customer rejects the amendment request because they do not believe that it reflects the updated terms of the agreement that it has with the Customer, the End Customer must contact the Customer and have them resubmit the amendment request with the correct details.
1.21 Once an amendment request has been authorised by the End Customer, the End Customer Financial Institution will promptly update the Mandate Management Service with this information. The updated terms will be effective immediately.
1.22 The Customer must not submit any more than three amendment requests per day to any individual End Customer for the same Mandate. Zai reserves the right to recall such amendment requests, if not already authorised by the End Customer.
1.23 Subject to the terms of the agreement between the Customer and each End Customer, the Customer may suspend (pause) or unsuspend (resume) a Mandate via Zai. Any suspension or unsuspension of a Mandate will generally be effective immediately. The End Customer Financial Institution will be notified of the suspension or unsuspension, and will in-turn promptly notify the End Customer.
1.24 Similarly, subject to the terms of the agreement between the Customer and the End Customer, the End Customer may suspend and unsuspend a Mandate. Zai will promptly notify the Customer of any such suspension or unsuspension as per the Customer’s certified integration with Zai.
1.25 Subject to the terms of the agreement between the Customer and each End Customer, the Customer may cancel a Mandate via Zai. Any cancellation of a Mandate will generally be effective immediately. The End Customer Financial Institution will be notified of the cancellation, who will in-turn promptly notify the End Customer.
1.26 Similarly, subject to the terms of the agreement between the Customer and each End Customer, the End Customer may cancel a Mandate. Zai will promptly notify the Customer of any such cancellation via the Customer’s certified integration with Zai.
1.27 The Customer will be responsible for the accuracy of the information that they provide to Zai in connection with all Mandates. The Customer will be liable for any loss that Zai suffers in connection with any incorrect information provided by the Customer.
1.28 The Customer must notify Zai immediately if they no longer own or have authority to use the bank account to which an Authorised Payment/Migrated DDR Mandate has or will be made.
1.29 The Customer must promptly respond to any notification that they receive from Zai regarding the suspension of any Mandate for misuse, fraud or for any other reason. Zai will not be responsible for any loss that the Customer suffers as a result of them not promptly responding to such a notification.
1.30 The Customer is responsible for ensuring that they comply with the terms of any agreement that they have with their End Customers.
1.31 The Customer must ensure that any billing notices are issued to End Customers in accordance with the terms of the agreement with the relevant End Customer.
1.32 The Customer should immediately report to Zai any activity that appears suspicious or erroneous. This report should be made via email to the Customer’s Zai Account Manager and to the Zai Fraud Team at firstname.lastname@example.org.
1.33 From time to time Zai will send the Customer a notification via email requiring them to confirm that all of the Customer’s Mandates are accurate and up to date. The Customer must promptly respond to this notification.
1.34 The Customer must not use PayTo for fraudulent or improper purposes, which for clarity, includes (but is not limited to) where the Customer contravenes clauses 1.9, 1.15 or 1.22 of these PayTo Terms and Conditions, or where the Customer cancels or suspends a Mandate without a lawful basis. The Customer must have sufficient controls in place to prevent; unauthorised access, improper use and or fraudulent activity by employees, contractors or any other unauthorised party.
1.35 Once a Mandate has been established, the Customer shall not amend the Mandate (PayTo Agreement) Creditor information, as defined in Zai’s API documentation, without receiving prior approval of Zai to do so. The Customer shall not request Zai to amend the payment details of another party. Zai will not be liable for any loss that the Customer or the End Customer or any other person may suffer as a result of non-compliance with this provision.
1.36 Zai may provide the Customer with separate documentation to assist them in using the PayTo / Mandated Payments Service including manuals and guides, whether in an electronic form or otherwise (Documentation). The Customer must comply with all terms in such Documentation that apply to their organisation. Should there be any inconsistency between such Documentation and these PayTo Terms and Conditions, the PayTo Terms and Conditions will prevail.
1.37 All intellectual property, including but not limited to, the PayTo trademarks and all Documentation, remains Zai’s property, or that of our licensors (Zai’s Intellectual Property). Zai grants to the Customer a royalty free, non-exclusive licence (or where applicable, sub-licence) for the Term to use Zai’s Intellectual Property for the sole purpose of using PayTo in a way that is consistent with these PayTo Terms and Conditions, within Australia and any other territory from which Zai send or receive a message to or from PayTo.
1.38 Where an intellectual property infringement claim is made against the Customer, Zai will have no liability to the Customer under these PayTo Terms and Conditions, to the extent that any intellectual property infringement claim is based upon:
1.39 Zai may terminate the arrangement for PayTo services immediately if:
Zai reserves the right to suspend or terminate the PayTo Services due to any non-compliance or insolvency event. Zai also reserves the right to immediately terminate the use of PayTo Services should the Customer’s activities or behaviours cause them to fall outside of the risk appetite of Zai or that of Zai’s PayTo sponsoring financial institution.
1.40 The Customer must comply with all applicable laws in connection with their use of PayTo. In addition, the Customer should initiate PayTo payments (including retries) strictly as per PayTo Agreement terms and in line with the PayTo payment workflows / use cases approved in writing for use by the Customer.
The Customer will be responsible and financially liable for any PayTo Claims where Zai investigations conclude the Customer is liable, which may be due to non-compliance, negligent actions or inactions, fraudulent behaviour or other actions or inactions that are deemed to have contributed to any losses incurred with respect to the Claim.
Note, a PayTo Claim amount can be more than the original payment amount, to cover any additional losses incurred by the End Customer as a result of the behaviours that gave rise to the successful PayTo Claim.
During offboarding of the Customer, the Customer must cancel all active/suspended PayTo Agreements with their End Customers. Even post offboarding, the Customer will remain responsible and liable for any successful Claims raised against the Customer.
1.41 The Customer must act promptly in relation to any instructions or PayTo Claims initiated by their End Customers.
With respect to any Claims raised, the Customer should promptly respond to communication from Zai regarding the same and either accept/reject the claim with valid proofs and details within three business days.
1.42 The Customer confirms that they are either obliged to comply with the Privacy Act 1988 (Cth), or if they are not obliged to comply with the Privacy Act 1988 (Cth), they confirm that they will comply with the Privacy Act 1988 (Cth) as if they are an “APP Entity” (as that term is defined in the Privacy Act 1988 (Cth)).
1.43 Zai will accurately reflect the information provided by the Customer in connection with a Mandate in the Mandate Management System.
1.44 Zai may monitor the Customer’s requested Mandates for potential misuse, fraud and any other security reasons. The Customer acknowledges and provides consent to Zai suspending all or some of the Mandates if Zai reasonably suspects misuse, fraud or security issues. Zai will promptly notify the Customer by email of any such action to suspend a Mandate.
1.45 Zai may temporarily or permanently restrict use of PayTo and the Mandate Management Service if the Customer fails to meet the requirements of these PayTo Terms and Conditions, breach a law or regulation relevant to PayTo (or the Customer is suspected of breaching such a law or regulation), or the Customer suffers an insolvency event.
1.46 Zai will not be liable for any Loss that the Customer or the End Customer may suffer as a result of the creating, amending, suspending or cancelling of a Mandate, that is inconsistent with the terms and conditions the Customer has agreed with the End Customer outside the context of the PayTo Agreement / Mandate.
1.47 The Customer:
(a) confirms that they have obtained all necessary privacy consents from their End Customers to provide the End Customers’ personal information when initiating or migrating a Mandate; and
(b) authorises Zai and any End Customer Financial Institution to collect, store and use the Customer’s personal information (amongst other information) in connection with PayTo, including for the purposes of constructing NPP Payment messages and enabling Zai to receive NPP Payments on behalf of the Customer.