Legal

Platform Services Agreement

Effective as of 30 June 2025

Previous Versions:

• Platform Service Agreement effective from 30th April 2024
• Platform Service Agreement effective from 17th February 2024
• Platform Service Agreement effective from 1st November 2022
• Platform Service Agreement effective before 1st November 2022
  

This Services Agreement (“Agreement”) is a binding legal agreement by and between Zai Australia Pty Ltd (“Zai”) and the entity or individual who agrees to or enters this Agreement (“Customer”).

This Agreement sets out the terms and conditions which will govern Customer’s use of Zai’s Services, as defined below.  . If you are a Retail Client, this Agreement incorporates the terms in the Product Disclosure Statement.  If you do not agree to this Agreement, you must not use Zai’s Services.

The Agreement is effective and legally binding on the date when Customer accepts the Agreement in writing or electronically, or otherwise uses Zai’s Services (“Effective Date”).

1. Definitions
“Account” means a depository account with a financial institution designated by Customer for the receipt of monies pursuant to this Agreement. This is not the same as a Zai Stored Value Wallet.
“Account Details” means Zai’s records for Confirmation of Payee purposes including any account name or virtual account number assigned to a person on our system (including to the Customer’s Ledger or Zai Stored Value Wallet) as well as any relevant transaction activity.
“ACH” is an acronym for “Automated Clearing House” which, in Australia, includes the system for clearing and settling account-to-account payments, known as Direct Entry payments, via the Bulk Electronic Clearing System (BECS). ACH transactions are payments sent from or received by Accounts through the ACH networks.
“Affiliate” means any company or other legal entity that controls, is controlled by, or is under common control with the subject entity.
"AFSL” means Zai’s Australian Financial Services Licence, Licence number 527370.
"Agreement” means this agreement, and includes any schedules or annexures to it.
"AML/CTF laws” means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No. 1) (Cth).
“APIs” means Zai’s front-end integration, the Zai Dashboard and Application Programming Interface.
“Approved Use Case” is defined in clause 4.1.
"Authorised Representative Agreement” means a written agreement between Customer and Zai which authorises Customer to provide financial services on behalf of Zai pursuant to the AFSL.
“Banking/Payment Arrangements” means the arrangements between Zai and its banks or other financial institutions allowing it to receive amounts from the Buyers, including any applicable Card Scheme or other banking or payment industry rules or regulations. 
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Victoria, Australia.
“Card Acquirer” means a recognised third-party financial institution or card scheme member which has an agreement with Zai to process the card related payment instructions received from the Customers and/or Platform Buyer and thereafter effect the payment of the relevant funds to the Customer and/or the Platform Seller.
“Card Network” or “Card Brand” or “Card Scheme” means the network that powers credit card transactions. This includes, without limitation, Visa, MasterCard, American Express and Discover.
“Confidential Information” is defined in clause 9.
“Confirmation of Payee” is 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.
“Collection Services” has the meaning given to it in clause 1 of the Zai User Agreement. 
“Currency” means the coin and paper money of Australia or another country that is designated as legal tender and circulates and is customarily used and accepted as a medium of exchange in the country of issuance.
"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).
“Customer IP” means intellectual property in respect of which Customer owns or licenses the Intellectual Property Rights (including (without limitation) the Customer Marks).
“Customer Funds Account” means an account that Zai has with Cuscal which holds its customers funds in accordance with the requirements of the Corporations Act 2001 (Cth) for holding of client monies, and which may also be (but is not required to be) a settlement account.
“Customer Marks” means the trademarks, service marks and/or logos of Customer (including its Affiliates, where applicable) as Customer, in its sole discretion, as set forth herein, may provide to Zai to be used in connection with this Agreement, if any.
“Customer Platform” means Customer’s e-commerce internet site, mobile application, software application(s) or system and/or API services (where applicable) where Platform Buyers and Platform Sellers who have registered with Customer are able to Purchase, transfer or otherwise access Customer’s goods, assets and/or services.
“Customer’s Ledger” means Zai’s digital ledger system that records the amount held for the Customer. The Customer’s Ledger is distinct from the Customer’s Zai Stored Value Wallet.
“Data Laws” is defined in clause 10.3.
“Discloser” is defined in clause 9.1.
“Exceptions” is defined in clause 3.9.
“Faster Payments” means account-to-account based payments that are processed via a payments network that facilitates near real time clearing and settlement between participating institutions and optional use of an alias for account details. This includes NPP Australia, a wholly owned subsidiary of Australian Payments Plus, and includes an account alias option, known as a PayID and a request-for-payment / pre-authorised payments service, known as PayTo.
“Funds” means Currency or a claim that can be converted into Currency through a financial institution, electronic payments network, or other formal or informal payment system.
“Insolvency Event” means means, in relation to a party, any of the following events:
a) the party is or states that it is insolvent or is presumed to be insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth);
b) the party is unable to pay its debts as and when they fall due or is deemed to be so under applicable legislation;
c) the party resolves to appoint or has an administrator, liquidator, receiver, manager, controller, provisional liquidator or similar officer appointed to it or any of its property;
d) an application is made or a resolution is passed for the winding up or dissolution of the party, or a notice of intention to propose such a resolution is given, except for the purpose of solvent reconstruction or amalgamation approved in advance in writing by the other party;
e) the party enters into or proposes to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them, or a moratorium is declared in respect of any of its debts;
f) a judgment is entered against the party for more than $50,000 (or such other amount as agreed by the parties in writing) which is not satisfied or appealed within 20 Business Days;
g) anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
“Intellectual Property Rights” means all and any the rights and to intellectual property including (without limitation) the rights in and to trade marks, service marks, unregistered trade names, domain names, logos, get-up, patents, provisional patents, inventions (whether patentable or not), know-how, confidential information, utility models, registered and unregistered design rights, copyright, semi-conductor topography rights, database rights, rights in respect of any new or existing compilation of any data or information not covered under any existing copyright, any structured analysis, reports, application and any resulting know-how, use or any other results originating or following from or as a consequence of data being made available in respect of any of the aforementioned or part thereof, and all similar proprietary rights which may subsist in any part of the world including, (without limitation), any registration of such rights and applications and rights to apply for such registrations.
“Losses” means any actions, third party claims (including without limitation that of the Customer’s Users), demands, losses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise.
“Mandatory Reversals” are payment reversals that can refund a Buyer up to the full amount of the Transaction as a result of the Transaction being unauthorised, unlawful, suspicious, fraudulent or a Prohibited Transaction, or a claim in respect of the Goods, Assets and/or Services, where Zai is required to refund under the terms of its Banking/Payment Arrangements or any law. This includes any “chargebacks” under the Banking/Payment Arrangements. Mandatory Reversals are usually initiated through the Buyer’s and/or Zai’s bank or financial institution.
“PCI Standards” mean an approved version of the Payment Card Industry Data Security Standard.
“Person” means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, or any similar entity by whatever name known, governmental entity, and a natural person in such person’s capacity as trustee, executor, administrator or other legal representative.
“Platform Buyer” means a third party who purchases, or offers, attempts or agrees to purchase, any Platform goods, assets and/or services from the Platform Seller via the Customer Platform.
“Platform Fees” mean the fees and charges payable by a Platform User to the Customer in accordance with the terms of the Platform User Agreement.
“Platform goods, assets and/or services” means any goods, services or other property of any kind whatsoever (real, tangible or intangible) for sale or purchase, or sold or purchased, through a Customer Platform and includes any and all rights with respect thereto.
“Platform Seller” means a third party who Sells, or offers, attempts or agrees to Sell, any Platform goods, assets and/or services to a Platform Buyer via the Customer Platform.
“Platform Transaction” means a Transaction involving the Purchase and Sale of Platform goods, assets and/or services by Platform Buyer and Platform Seller using the Customer Platform.
“Platform User” means any end user who may use the Customer Platform either as a Platform Buyer or a Platform Seller.
“Platform User Agreement” means the agreement between Customer and its Platform Users setting forth the terms and conditions for the Purchase and Sale of Platform goods, assets and/or services, including if relevant terms regarding the maintenance and use of Zai Stored Value Wallets, or using the Customer’s Platform. Zai neither accepts nor assumes any liability for the rights or obligations of the Customer under a Platform User Agreement.
“Primary Contact” is defined in clause 16.3.
“Prohibited Transactions” mean 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 (as amended from time to time) can be obtained on https://www.hellozai.com/company/policies/restricted-businesses and is incorporated by reference into this Agreement.
“Purchase” shall be interpreted broadly to mean purchase, buy, obtain, lease, license or otherwise acquire or assume.
“Refunds” mean a payment reversal as a result of the Platform Buyer not being satisfied with the supply or quality of the Goods, Assets and/or Services provided by the Platform Seller, changing his/her mind about the purchase for any reason, or the Seller decides to reverse a Transaction for any reason. For clarity, Refunds do not include Mandatory Reversals.
“Report” is defined in clause 3.12.
“Recipient” is defined in clause 9.
“Representative” is defined in clause 14.2. 
"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, hypothecate or otherwise assign or dispose of.
“Security Incident” is defined in clause 10.4.
“Service Fees” is defined in clause 5.1.
“Services” means the services that Zai provides to the Customer pursuant to this Agreement as set out in clause 3.2.
“Service Provider” means an entity engaged by Zai to assist it to provide the Services and may include, without limitation, third parties such as banks, Card Acquirers and other financial intermediaries and Zai’s related parties including Zai’s affiliates and subsidiaries.
"Stored Value Wallet Services” means the provision of the Zai Stored Value Wallet, which is a regulated non-cash payment product issued by Zai that incorporates a purchased payment facility, which enables Customers to store value.  Cuscal is the holder of the Stored Value.
“Transaction” means a Platform Transaction.
“User Data” is defined in clause 10.3. 
“Wholesale Client” is defined in section 761G of the Corporations Act 2001 (Cth).
“Zai Dashboard” means the Zai interface where Customer can view and interact with the data and actions being processed under the Services, which can also be provided via API call.
“Zai Developer Documentation” means the documentation located at https://developer.hellozai.com/docs
"Zai Stored Value Wallet” means the Zai wallet account that Zai makes available to Customer, through its arrangement with Cuscal, which enables Customer to maintain accounts through which Customer can store Funds, and make and receive payments. The Zai Stored Value Wallet is issued by Zai., The funds are held in a Customer Funds Account with Cuscal in Zai's name on trust for Zai Customers, which is a pooled funds account.
“Zai IP” means the intellectual property (a) in respect of which Zai owns or licenses the Intellectual Property Rights for the purposes of the Agreement; and/or (b) which Zai otherwise uses or deploys under or in connection with the Agreement, (including (without limitation) the Zai Marks, the Zai System, the APIs, and the Services).
“Zai Marks” means the trademarks, service marks and/or logos of Zai provided by Zai to Customer to be used in connection with this Agreement.
“Zai End User Agreement” means the agreement between Zai, on the one hand, and Platform Sellers, on the other hand, as the same may be amended or modified by Zai from time to time, with or without notice to Customer. 
“Zai System” has the meaning given to that term in clause 3.22.
“Zai’s Privacy Policy” means Zai’s privacy policy, as updated form time to time, which is available at https://www.hellozai.com/company/policies/privacy-policy. 

2. Purpose and Overview of Services

2.1. Zai provides services to platforms, marketplaces and their merchants/sellers, as well as to ecommerce merchants directly, to collect and facilitate payment for goods or services.  These services may include, but are not limited to, receipt and processing of instructions related to payment by debit/credit card and various account-to-account based payments including bank transfers, direct debit/mandate based payments, ACH payments, the functionality to maintain Zai Stored Value Wallets, and Faster Payments, as well as other services as more fully described within this Agreement, through Zai’s API.
2.2. Customer desires to engage Zai to provide the Services, as defined below, in accordance with the terms and conditions set forth more specifically in this Agreement.

3. Services and Licence Grant

Services

3.1. Zai will provide:

a) the Collection Services to the Platform Seller in accordance with the Zai End User Agreement; and
b) the Services to the Customer in accordance with this Agreement, during the term of this Agreement.
3.2. The Services to the Customer consist of:
a) the Collection Services, which includes collecting, on the Customer’s behalf, the Platform Fees from a Platform User;
b) payment services, which includes accepting instructions from Customer to facilitate payments to and from third parties and, if applicable, from Platform Users;
c) API integration services; 
d) offering and maintaining the Zai Stored Value Wallet(s) for Customer and, if applicable, Platform Users. This may extend to Zai enabling Customer to maintain notional wallet accounts for Platform Users; and
e) fraud management services, as set out in clauses 3.13-3.14.
If Customer is also an authorised representative of Zai’s AFSL, Zai will also authorise Customer to provide financial services, pursuant to an Authorised Representative Agreement.
3.3. The Customer agrees and authorises Zai to:
a) hold the Platform Fees on trust for the Customer in Zai’s bank account, which is a pooled funds account;
b) make credit entries and debit entries in the Customer’s Ledger, as instructed by the Customer, to reflect the collection of Funds or the receipt of Funds, as applicable, including in relation to payment to the Customer of the Platform Fees, and arrange for Cuscal to do same in relation to the Stored Value Wallets;
c) debit, or arrange to debit, the Customer’s Account or Zai Stored Value Wallet (as applicable) or apply Funds received on account of Platform Fees towards satisfaction of the Customer’s obligations pursuant to this Agreement, including in relation to the payment of Zai’s Service Fees and expenses and in respect of the settlement of Refunds and Mandatory Reversals;
d) submit transactions to, and receive settlement from a Card Scheme  on behalf of Customer;
e) unless specifically agreed in writing otherwise, retain any interest or any other earnings on the Platform Fees or other amounts held in Zai’s bank account on trust for the Customer, and Customer irrevocably assigns to Zai all rights and legal interest to any interest or other earnings that accrue or are attributable to any of the Customer’s funds in Zai’s bank account;
f) pay the Platform Fees to the Customer in accordance with Schedule 2; and
g) share, retrieve and verify information about Customer, Platform Users, and its Affiliates through Service Providers to the extent required to provide the Services, including to the extent necessary for Zai to comply with its obligations under AML/CTF laws. Zai may require that this information be updated from time to time, and Customer must comply and assist Zai with any such request.  Any Customer information collected by Zai shall be subject to the terms of this Agreement, including Confidential Information (clause 9) and Data Security (clause 10) provisions; and
h) arrange for Cuscal to hold the stored value on trust for Customer in a Customer Funds Account, the underlying account to the notional Zai Stored Value Wallet. If Customer offers notional wallet accounts to Platform Users, the stored value is held on trust for the Customer only and not Platform Users. Zai enabling Customer to maintain notional wallet accounts for Platform Users is an extension of Zai’s Stored Value Wallet offering to Customer, and does not involve Zai issuing any product or providing any service to Platform Users. 

3.4. Customer agrees that Zai may refuse to provide the Services:
a) Zai has any reason to believe that providing a Service may violate any law, rule, regulation or industry standard;  
b) requested by a court, tribunal, governmental or regulatory body or Cuscal; 
c) Zai considers that the Transaction is unauthorised, fraudulent or is a Prohibited Transaction; or
d) 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.
3.5. If Zai is unable to provide the Services for any reason, Zai will notify Customer by e-mail. For the avoidance of doubt, Zai is not required to provide you with its reasons for not providing its Services.

3.6. Zai will make available to Customer a Transaction history through the Zai Dashboard and API. The Customer may request additional information regarding Transactions. For the avoidance of doubt, this clause does not oblige Cuscal to provide any information to Customer.

3.7. Customer acknowledges that Zai will be acting on behalf of the Customer in relation to the collection of the Platform Fees and any other Funds that Customer instructs to be paid into a Zai Stored Value Wallet.
3.8. Neither Customer nor its Platform Users are entitled to any interest or other compensation associated with any Funds held, whether or not the interest relates to Funds held on trust for them in Zai’s bank account, and whether or not the Funds are held in a segregated bank account pursuant to client money rules under the Corporations Act 2001 (Cth).

3.9 Customer agrees and acknowledges that Platform Users have no recourse against Zai or Cuscal in relation to notional wallet accounts or Digital Wallets that Customer makes available to Platform Users.

Settlement Time 

3.10 Zai will generally settle funds to the Customer within 2 Business Days following the completion of a Transaction. Zai may extend settlement times under certain conditions, including (without limitation):

a) For newly onboarded Customers, an extended settlement period may be applied during an initial evaluation phase to assess Transaction patterns and risk.;

b) Customers processing unusually high volumes of Transactions may be subject to extended settlement periods to manage associated risks effectively; and

c) Transactions involving product categories prone to disputes or fraud, such as electronics or high-value items, may be subject to longer settlement times.

3.11 In cases where Zai suspects fraudulent activity, anticipates disputes, or is subject to governmental or regulatory investigations related to the Customer's Transactions, Zai reserves the right to hold the relevant funds beyond the standard settlement period. The duration of such holds will be determined reasonably based on the specific circumstances and may continue until the resolution of any related issues.

Fraud Scanning

3.12. If requested by Customer, and without limiting Zai’s rights to reject any Transaction under clause 7.2, Zai may, in its discretion, provide Customer via email with a report (the “Report”) identifying any transactions that were rejected or flagged as potentially fraudulent or suspicious and any chargebacks, Buyer User claims, retrieval requests, Refunds and Mandatory Reversals (collectively “Exceptions”), together with sufficient information to identify the Platform Transaction resulting in the Exception. For the avoidance of doubt, Zai is not required to provide a Report and may refuse to do so, including but not limited to if the provision of such Report would breach Zai’s obligations under AML/CTF laws. Customer acknowledges that Zai assumes no liability in connection with anything contained in the Report.

Optional Additional Fraud Management Services

3.13. For additional fees, as set out in Schedule 2, Zai will provide Customer with certain fraud management services. These services may include, but are not limited to, the application of fraud rules to detect and help prevent suspicious card transactions, buyer verifications, chargeback investigation management, and 3-D Secure (3DS) authentication service.

Zai may require Customer to review its fraud prevention policies and measures and use the Zai provided 3DS authentication service for card payment transactions where:

a) the Customer’s related merchant category, industry, country location or business model is considered by Zai to be an unacceptable risk with respect to potential fraud and or chargebacks;

b) Cuscal, a Card Acquirer or relevant Card Scheme, or other material service provider requires Zai to review its own fraud prevention policies and measures; or

c) where the observed chargeback rate and or value of fraud related losses experienced by Customer is higher than industry standard, as reasonably determined by Zai, with reference to industry information acquired by Zai or provided by the Card Acquirer, a partnering financial institution, Cuscal or relevant Card Scheme. 

3.14. Zai retains, in its sole discretion, the decision-making authority to process or deny a Transaction based on the Transaction’s fraud risk characteristics. 

Suspension of Services

3.15 Zai may suspend the provision of any or all Platform Services (including suspending Customer access to the Zai Platform, withholding settlement amounts, or ceasing the processing of Transactions) immediately and without notice if:

a) the Customer requests that Zai suspend the Services;

b) Zai is required to do so in order to comply with any applicable law, regulation, court order or direction of a regulatory or enforcement authority;

c) Zai reasonably suspects that the Customer, or any party acting on its behalf, has engaged in fraudulent, unlawful, or improper conduct in connection with the use of the Platform Services;

d) Zai reasonably considers that the Customer has breached this Agreement and has not remedied that breach within a timeframe specified by Zai;

e) Zai reasonably considers that the Customer’s access to or use of the Platform Services poses a material risk to the security, integrity or reputation of Zai, the Zai Platform or Zai’s other customers;

f) Zai receives a materially excessive volume of chargebacks, transaction disputes or fraudulent activity associated with the Customer’s use of the Platform Services; or

g) there is a dispute regarding the control, ownership, or legal authority of the Customer or the parties entitled to receive settlement amounts under this Agreement.

3.16 Zai will use reasonable efforts to notify the Customer of a suspension under clause 3.15 as soon as practicable, and may request additional information from the Customer to determine whether the cause of the suspension has been resolved.

3.17 The Customer must cooperate in good faith and promptly provide any information reasonably requested by Zai to assess the basis for the suspension and determine whether the Platform Services may be reinstated.

3.18 Zai may reinstate access to the Platform Services if it is satisfied (acting reasonably) that the circumstances giving rise to the suspension have been adequately resolved. Zai may impose reasonable conditions on any reinstatement, including the provision of financial guarantees, security deposits, revised processing terms, or enhanced reporting requirements.

3.19 If Zai determines that the Platform Services should not be reinstated, it may, at its discretion, terminate this Agreement or withhold settlement amounts as permitted under this Agreement or applicable law.

3.20 The suspension or withholding of Services under this clause does not affect the Customer’s obligation to pay any Fees or amounts due under this Agreement.

3.21 To the extent permitted by law, Zai will not be liable for any loss or damage suffered by the Customer as a result of a suspension effected in accordance with clauses 3.15-3.21.

Licence Grant

3.22. Zai hereby grants the Customer, for the term of this Agreement, a non-exclusive, non-transferable, revocable licence to access and use the API and to utilise any software, systems, and/or communication links furnished by Zai in conjunction with the APIs and/or the Services (collectively, the “Zai System”), if applicable including that which is licensed to Zai and furnished to Customer as part of the Zai System, in accordance with this Agreement and any other implementation and use requirements provided to Customer by Zai from time-to-time in writing.

3.23. Customer may not rent, lease, assign, sublicense or otherwise transfer its rights in the Zai System to any other Person without the prior written consent of Zai (which may be withheld at its sole discretion). Customer may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from or included in the Zai System. All rights, title, and interest to the Zai System, including any Zai IP and Marks or IP and marks of a third party, are either owned exclusively by Zai or licensed to Zai.

3.24. Customer shall not use or allow the use of any marks of a third party displayed by Zai as part of the Services, without the prior written consent of that third party and in accordance with any applicable laws and regulations (including Card Scheme rules).  Customer acknowledges that such third party may, at any time and without prior notice, prohibit Customer from using those marks for any reason.

3.25. Customer acknowledges and agrees  that any third party marks displayed in connection with the Services will remain the sole property of that third party, and will not contest or challenge the ownership or validity of those marks. 

3.26. Customer must not, and must ensure that no other person accessing the Services through the Customer does, circumvent, attempt to circumvent, reverse engineer, duplicate, mimic, use or copy, in whole or in part, any proprietary technology to which access is provided in connection with the Services.

3.26. In relation to the Stored Value Wallet services, Customer agrees and acknowledges that Zai’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. Customer Obligations

Approved Use Case

4.1. Customer agrees that the Services will only be provided in connection with the business model and payment flow documented in the certification approved by Zai at the finalisation of the onboarding process (Approved Use Case).

Information

4.2. Customer agrees to provide Zai with any necessary information to perform the Services contemplated in this Agreement, including but not limited to the following (as relevant):

a) full legal name, including ACN (if relevant);

b) email address;

c) registered business address;

d) place of business (if different to the registered business address);

e) bank account details;

f) business ABN;

g) business phone number;

h) director’s full names and contact details; and

i) any other information which Zai may reasonably request, including but not limited to information required for the purpose of Zai’s compliance, or a Service Provider’s compliance, with AML/CTF Laws.

4.3. Customer agrees to provide to Zai, via its API or otherwise, such data and information regarding Platform Users, as is necessary for Zai to establish accounts, including any Zai Stored Value Wallet, to comply with applicable laws and payment industry rules or standards (including any Card Scheme rules), or as is otherwise reasonably necessary for Zai to provide the Services to Customer.

4.4. The Customer must promptly and fully cooperate with Zai in connection with any investigation, audit, inquiry, or proceeding conducted by Zai, a financial institution, Card Scheme, regulatory authority, or law enforcement body relating to the Customer’s use of the Platform Services. This includes, without limitation, providing access to relevant records, systems, personnel and information reasonably requested by Zai, and preserving all relevant documents and data. 

Audits

4.5. Where Customer utilises card payment services, during the term of this Agreement and within 14 days' written notice from Zai, Customer will: (a) permit Zai and/or its duly authorised representatives to access, during business hours, such premises or systems on which the Customer (and/or its Platform User/s) trades or where the Customer’s (and/or its Platform User’s/s’) records and/or stock are located and to take and retain copies of all such records to ascertain if the Customer (and/or its Platform User/s) are performing its obligations hereunder; and (b) provide all reasonable cooperation in relation to such audit.
Where an audit under this clause is undertaken at the specific request of a Card Acquirer, Cuscal and/or other Card Scheme Member, the Customer shall pay any reasonable costs and charges incurred by Card Acquirer and/or other Card Scheme Member in respect of such audit.

Platform Seller

4.6. Customer must not permit a Platform Seller to transact on the Platform until the information required to be provided under the Zai User Agreement is provided to Zai. Customer must ensure that the information it provides to Zai is accurate and current.

4.7. Customer must notify and provide to the Platform Sellers details of any changes to the Zai End User Agreement at such time and in such manner as reasonably requested by Zai.

4.8. Customer must ensure that its Platform Agreement with each Platform Seller properly authorises it to provide, on behalf of the Platform Seller:

a) assistance, information and instructions to Zai in accordance with clause 4.12; and

b) where necessary, authorisation to give effect to a Mandatory Reversal in accordance with clause 4.12.

4.9. Zai may refuse to provide the Services if Customer does not comply with clauses 4.6, 4.7 or 4.8.
Bank Account

4.10. Customer will designate either an Account or Zai Stored Value Wallet into which all amounts due to the Customer pursuant to this Agreement shall be paid.
Platform Fees

4.11. In the event that any Platform Fees are to be paid to Customer by a Platform User, Customer shall ensure, and hereby covenants, represents and warrants, that the Customer’s Platform Agreement clearly authorises and sets forth the manner in which such fees will be calculated and paid.

Disputes, Mandatory Reversals and Refunds

4.12. The Customer acknowledges that a Transaction marked as "approved" or "successful" via the Platform Services does not guarantee final settlement and may remain subject to dispute, Mandatory Reversal or Refund raised by the payer or the payer’s financial institution.

4.13. If a Transaction is disputed or a Mandatory Reversal or Refund is being sought by a Platform User, the Customer acknowledges that Zai may be required to return the Funds or part thereof received by Customer in relation to the disputed Transaction to the Buyer, Card Network or financial institution requesting the reversal or refund. 

4.14. The Customer is solely responsible for managing and resolving all transaction disputes raised by its end-users or customers. Where a dispute is communicated to Zai directly, Zai may refer the relevant party to the Customer’s nominated contact details.

4.15 Upon request by Zai, the Customer must provide relevant documentation or information to substantiate any disputed transaction. This may include transaction records, contracts, customer communications, billing details, or proof of service delivery.

Customer agrees:

a) t is  responsible for managing and resolving Transaction disputes raised by its users.  Where a dispute is communicated to Zai directly, Zai may refer the relevant party to Customer’s nominated contact details;

b) upon request by Zai, it will provide relevant documentation or information to substantiate any disputed Transaction;

c) to be bound by any payment industry or banking rules and regulations applicable to the dispute, Mandatory Reversal or Refund;

d) to take all reasonable action to resolve or assist in resolving any dispute in a timely manner including a dispute involving a Mandatory Reversal or Refund;

e) that if a Refund is being sought, to provide timely instructions on behalf of the Platform Seller including whether to accept or reject the Refund request;

f) to repay part of or all Platform Fees in respect of a Transaction (as applicable) received by the Customer, or by Zai on the Customer’s behalf, where a Mandatory Reversal or Refund is payable in respect of the Transaction; 

g) to provide any information about the Transaction in relation to which the Mandatory Reversal or Refund is being sought to Zai upon request; and

h) to indemnify Zai in accordance with, as applicable, clause 7.3 and clause 14 of this Agreement.

4.16. Customer acknowledges and agrees that if the Banking/Payment Arrangements require the Mandatory Reversal or payment of any charges or fine, Zai is authorised on behalf of the Platform Seller under the Zai End User Agreement to give effect to the reversal or payment by holding an amount in Zai’s bank account to cover the Mandatory Reversal, charges or fine, restricting the Platform Seller’s access to the funds in Zai’s bank account, debiting the Mandatory Reversal amount and any associated charges or fines from Zai’s bank account (or direct debiting the Platform Seller’s Account for an amount covering the Mandatory Reversal, charges or fine), and adjusting the Platform Seller’s and the Customer’s Ledger, or arranging for the Platform Seller and Customer’s Zai Stored Value Wallet to be adjusted, to reflect the Mandatory Reversal.

4.17. Unless expressly stated otherwise in this Agreement, the Customer is solely responsible for determining when a Refund is appropriate.

4.18. Zai has no obligation to process any Refund unless otherwise agreed in writing. The Customer must ensure it maintains adequate funds to support any Refund obligations.

4.19. Zai will only process a Refund initiated by the Customer if sufficient funds are held by Zai on the Customer’s behalf (or otherwise available in the Customer’s nominated account) to cover the full refund amount and any applicable service fees. Upon processing, the Refund amount and any related service fees will be deducted from amounts payable to the Customer or debited from the Customer’s nominated account.

4.20. Refunds must only be made to the same account or card from which the original transaction was made. Cash refunds or refunds to different accounts or cards are not permitted.

4.21. The Customer must ensure that chargebacks do not exceed 1% of total transaction volume processed via the Platform Services in any calendar month. If this threshold is exceeded and not remedied within thirty (30) days of written notice from Zai, Zai reserves the right to suspend or restrict access to the Platform Services in accordance with this Agreement.

4.22. Without limiting clause 7.3 or clause 14, where a chargeback or dishonour occurs and Zai determines (acting reasonably) that a Transaction was invalid, unauthorised, or not adequately substantiated, the Customer will be liable for any such Mandatroy Reversal or Refund and must indemnify Zai for the amount of the Mandatory Reversal or Refund and any fees or charges in connection with same.  Zai may deduct such amounts from settlement amounts held for the Customer or debit the Customer’s nominated account.

Card Brand Rules

4.23. If the Services used include card payment services, Customer acknowledges and agrees to the Card Brand Rules set out in Schedule 1, which may be updated from time to time as notified by Zai to Customer.

4.24. Customer acknowledges and agrees that a Card Brand shall be a third-party beneficiary of this Agreement, with the right (but not the obligation) to enforce any terms of this Agreement against Customer as necessary to protect the integrity, security, and reputation of the Card Brand.

Transaction Records

4.25. Customer agrees to maintain records of each Transaction for 7 years from Transaction date and to make these records available to Zai upon request. Customer’s Transaction history will be available through the Zai Dashboard and API. Customer is solely responsible for reconciliation of Transaction history with its own books. However, should Customer find any discrepancy during reconciliation, Customer agrees to notify Zai and Zai will promptly investigate and attempt to resolve any reported discrepancies.

Prohibited Transactions

4.26. Customer must not use the Services for, or otherwise accept payments in connection with, any illegal activity or Prohibited Transactions.

4.27. Customer agrees to use commercially reasonable efforts to monitor and take action to decrease the likelihood of Prohibited Transactions and to comply with all applicable laws and regulations.

4.27. Customer must ensure that the Customer Platform does not contain libelous, defamatory, obscene, pornographic or profane material or any information that may cause harm to any individuals, Zai,  its Service Providers or Card Schemes.

4.28. Zai may at any time and for any reason access and monitor Customer’s websites (including any private customer access or restricted parts or sections thereof or linked websites of Platform Users) to ensure compliance by the Customer with its obligations under any agreement with Zai and/or any third party, including this Agreement, any applicable Laws and any relevant Card Network/Card Brand Rules, including any rules dictated by Cuscal.  Customer agrees and acknowledges that Zai shall advise Customer of the results of any review made. As soon as Zai becomes aware of, or reasonably suspects, a breach by Customer, and/or upon third party request, Zai shall request, and Customer shall comply so that Customer amends its website (or ensures amendment of its Platform User’s/s’ website) as required by Zai and/or relevant third party to ensure compliance with Customer’s applicable obligations under this Agreement, relevant law or regulation or Card Network/Card Brand Rules.

Financial Services, Privacy and Anti-Money Laundering

4.29. Customer agrees to comply with all applicable laws, and require that its Platform Users to comply with all applicable laws, relating to the conduct of the Customer Platform including any financial services, privacy and anti-money laundering and counter terrorism laws to the extent applicable to its Platform.

4.30. Further, Customer agrees to assist Zai with its customer due diligence requirements (if applicable) by ensuring that its Platform Users provide any information requested by Zai pursuant to this Agreement or the Zai End User Agreement.

4.31. Customer must include the applicable language set forth in Schedule 3 in its Platform Agreement and provide written confirmation of the same to Zai within a commercially reasonable period of time.
PCI Standards - Payment Card Data Security

4.32. Without limiting the generality of clause 10, where the Services used include card payment services, Customer represents and warrants that it shall implement and maintain certification of PCI Data Security Standards (requirements available at  https://www.pcisecuritystandards.org/) and that it shall undergo independent third party quarterly system scans that test and audit for all known methods hackers use to access private information, in addition to vulnerabilities that would allow malicious software (i.e. viruses and worms) to gain access to, or disrupt, the network devices.

4.33. Where the Services used include card payment services, and if during the term of the Agreement, Customer undergoes, or has reason to believe that it will undergo, an adverse change in its certification or compliance status with the PCI Data Security Standards and/or other material payment card industry standards, it must promptly notify Zai of such circumstances. 

4.34. Where the Services used include card payment services, Customer agrees promptly to provide, at least annually or at the request of Zai, current evidence, in form and substance reasonably satisfactory to Zai, of compliance with PCI Data Security Standards, which an authority / PCI Qualified Professional, recognised by the Payment Card Industry Security Standards Council for that purpose, has properly certified. Refer PCI Security Standards Council website for further information -  https://www.pcisecuritystandards.org

4.35. Where the Services used include card payment services, Customer must maintain and protect, in accordance with all applicable laws and PCI Data Security Standards, the security of all cardholder data within its possession or control. Customer will provide reasonable care and efforts to detect fraudulent card activity in connection with any card payment services Transactions.

Notification of Changes

4.36. Customer must promptly provide Zai with notice of any payment process changes, payment flow changes after Zai integration certification, business changes, shareholder changes, Company Director changes, bank Account changes or regulatory changes that affect, or may affect, its Platform or Zai’s ability to provide services to Customer.

4.37. If Customer receives notice from any governmental or regulatory body that any Transaction processed by Zai under this Agreement is not in compliance with applicable law, Customer must immediately notify Zai after receiving such notice unless it would be unlawful for it to do so.

Reference to Zai

4.38. Customer must obtain Zai’s prior written consent before making any reference to Zai in Customer’s marketing materials, media content, Platform Agreements, website or any other written or electronic content. Customer must not make any reference to Cuscal in Customer’s marketing materials relating to the Zai Stored Value Wallet, unless that material has been provided and approved by Zai for distribution to Platform Users.

PayTo

4.39.  Where Customer receives payment services through PayTo facilitated by Zai (“PayTo Payments”), Customer will be bound by the relevant parts of the PayTo Terms and Conditions when making such payments and Customer will, to the extent necessary, ensure that Platform Users adhere to the relevant aspects of the PayTo Terms and Conditions and any other required terms and conditions imposed by the relevant PayTo scheme rules.
 
5. Service Fees, Expenses and Taxes

Service Fees and Expenses

5.1. Customer must pay Zai the fees for providing the Services (“Service Fees”) in the manner and at the times set out in Schedule 2. The Service Fees may be reasonably increased from time to time by Zai upon 30 days prior notice to the Customer. Customer further agrees to pay the minimum Service Fee if expressly stated in Schedule 2.

5.2. In addition, Customer must reimburse Zai for all expenses, charges, disbursements and levies imposed by a Service Provider in connection with any Transaction or Services and as set out in Schedule 2.  

5.3. Customer hereby authorises Zai to set off and deduct the amount of all Service Fees and other amounts payable to Zai from amounts due and payable hereunder to Customer for Platform Fees (or any other amounts due to Customer under this Agreement), including any reversed or invalidated payments, Mandatory Reversals, Refunds or other amounts that Customer be obliged to pay to Zai under this Agreement.

Taxes

5.4. Zai is not responsible for the withholding or payment of any sales, use, personal property or other governmental tax or levy imposed on any Goods, Assets or Services Purchased or Sold or otherwise arising from any Transaction.

Failure to make payment and Suspension of Services

5.5. Customer agrees to pay Services fees in line with Schedule 2 (and in the event no such timelines are mentioned in the Schedule 2, within 7 days of issue of a valid invoice by Zai).  
In the event that the Customer fails to make any payment due under this agreement within the specified time period, the Zai reserves the right to: (i) Suspend provision of services (in accordance with clause 3.15) until payment, including applicable interest, is received in full; (ii) Charge interest on any overdue amounts at a rate of eight percent per annum, calculated daily and compounded monthly, from the due date until the date of payment in full; and, (iii) Pursue legal action or engage a third party debt collector to recover any outstanding amounts including interest and any additional costs incurred in the process. For the avoidance of doubt, please note Zai will not be liable for any losses, of whatsoever nature and/or howsoever incurred, suffered by the Customer and/or third party, directly and/or indirectly, as a consequence of the suspension of Services due to non-payment of amounts due under this agreement.

6. Set Off and account authorities

6.1. Customer must make all payments to Zai in connection with this Agreement in full without set-off or counterclaim, and without any deduction or withholding unless required by law.

6.2. Zai may set off any amount owing by Zai to the Customer (whether or not due for payment) against any amount due for payment by the Customer to Zai in connection with this Agreement.

6.3. The Customer grants to Zai authority to debit, or arrange to debit, any Fees that are due and owing from Customer’s account and/or Zai Stored Value Wallet.

6.4  Without prior notice, Customer agrees that Zai may defer payout of, or restrict access to, Funds related to a disputed Transaction or a suspicious Transaction including access to Funds held in a Zai Stored Value Wallet, or if payout has already occurred, Zai may directly debit, or arrange to directly debit, Customer’s Account or Zai Stored Value Wallet for the amount charged back.

7. Fraud or Excessive Mandatory Reversals

7.1. If, in Zai’s reasonable opinion, the Mandatory Reversal rate is more than 5 per cent higher than that experienced by Customer’s industry, Customer must co-operate and assist Zai to immediately address the issue and comply with Zai’s reasonable request for any changes.

7.2. Customer understands and agrees that Zai may delay the processing of, or reject, Transactions that Zai considers potentially fraudulent in its sole discretion and without prior notice or explanation to the Customer.

7.3. Customer must ensure that its business practices take into account the possibility of Zai delaying or rejecting a Transaction due to actual or potential fraud, including by allowing for such delay in Customer’s own Platform User Terms.  Customer acknowledges that if it makes a payment instruction to Zai with respect to payment to a Platform User when the Transaction has been delayed or rejected by Zai with or without prior notice by Zai, the Customer fully accepts the risk that it may not be possible to recover the payment. Without limiting clause 13 or clause 14, the Customer indemnifies and holds Zai harmless for delaying or rejecting the processing of any Transaction.

7.4. Customer agrees to allow Zai to share information about a card payment related chargeback or other payment dispute/claim with the relevant Platform User, with Cuscal, or the financial institution where the Platform User’s Account is held or related card is issued, to investigate or otherwise resolve a dispute, claim or chargeback.

8. Commercial Entity

8.1. If Zai’s financial institution, Zai’s Card Acquirer (where or where Services used include card payment services), Cuscal, or other material Service Provider, requires Customer to enter into further terms and conditions, Customer acknowledges that if it does not do so, Zai may be unable to provide the Services.

8.2. In the event that the Customer fails or refuses to enter into such further terms and conditions required by Zai’s financial institution or Card Acquirer or a material Service Provider, this Agreement may be terminated by Zai under clause 15.3.

9. Confidential Information

9.1. Each party acknowledges and agrees that all non-public information disclosed by one party (“Discloser”) to the other party (“Recipient”) in connection with this Agreement and the Services, including, but not limited to, the terms of this Agreement, a party’s confidential business and financial information, licences, business plans, data, computer software (source and object codes), intellectual property, forecasts, techniques, inventions, discoveries, know-how, trade secrets, User Data, and processes which are (a) identified at the time of disclosure as confidential, either written or verbally, or (b) disclosed in a manner such that a reasonable person would understand its confidential or proprietary nature shall be considered “Confidential Information”.

9.2. Confidential Information also includes each party’s customer information, and all personal information of potential and actual Platform Buyers/Sellers. Recipient will hold the Confidential Information in strict confidence, and will restrict its use of Confidential Information to the purposes anticipated in this Agreement.

9.3. Recipient hereby acknowledges the Discloser is the owner or licensee of the Confidential Information. Notwithstanding the foregoing to the contrary, Recipient will not be obligated to hold confidential any information from Discloser which (a) is or becomes known to the general public; (b) is rightfully received by Recipient from a third party without a duty of confidentiality; or (c) was already known to Recipient prior to the disclosure, and that knowledge was evidenced in writing prior to the date of disclosure.

9.4. If a valid order or subpoena is issued by a court or government agency requiring Recipient to disclose Confidential Information, such disclosure will not violate this Agreement, however, Recipient shall notify Discloser of the request unless prohibited from providing such notification. The rights and obligations of this clause will survive termination of this Agreement for the longer of five (5) years from expiration or termination of this Agreement, or the confidentiality period required by applicable law, whichever is longer.  Zai sharing Confidential Information with Cuscal does not violate this Agreement, to the extent that such disclosure is necessary for Cuscal to provide the stored value facility to Zai, and for Zai to provide the Zai Services to the Customer and/or Platform Users.

9.5. Each party acknowledges that unauthorised disclosure or use of the Confidential Information by a party may irreparably damage the other party in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorised disclosure or use of any Confidential Information shall give the Discloser the right to seek injunctive relief restraining such unauthorised disclosure or use, in addition to any other remedy otherwise available (including reasonable legal fees).

10. Data Security

10.1 Each party is responsible for ensuring data security on their website, mobile device and their related software applications and for all data and Confidential Information acquired during the provision of Services under this Agreement.

10.2. Each party agrees to comply with all applicable laws and regulations, including where the Services include card payment services, PCI Standards regarding the handling and storage of personal and financial data of Platform Buyers, and Platform Sellers.

10.3. Zai uses both technical and procedural measures to secure the non-public personal information and data of Customer, Platform Buyers/Sellers and other Platform Users (collectively, “User Data”). Zai agrees to (a) collect, store, copy, transfer and use User Data only for purposes of this Agreement and or the Zai End User Agreement, (b) comply (and cause its representatives to comply) with all applicable laws, rules or regulations relating to privacy and data protection (“Data Laws”), (c) not knowingly do or cause or permit to be done anything which may cause or otherwise result in a breach by Customer of applicable Data Laws.

10.4. Unless otherwise prohibited by law, upon Zai’s discovery of any unauthorised access, use, copying, alteration, transfer, or other breach of security (electronic or physical) involving any of the User Data (a “Security Incident”), Zai will promptly provide detailed written notice to Customer and cooperate (and cause any subcontractors to cooperate) fully with Customer in the investigation and resolution, of such Security Incident. Zai agrees to comply with Payment Card Industry Data Security Standards (PCI-DSS) requirements available at  https://www.pcisecuritystandards.org/.

10.5. Customer is responsible for maintaining the confidentiality and security of any User Data and Confidential Information in its possession, custody or control and its Zai account. This includes, but is not limited to, securely storing and protecting Customer’s Zai API-key and Dashboard login credentials. Customer agrees to immediately notify Zai of any unauthorized access to or use of the Service. Customer also agrees to (a) not store CVV or CVV2, (b) use Zai or otherwise securely transmit payment information to Zai, and (c) upon request by Zai, provide a copy of its card data security implementation details. If any deficiencies are found in Customer’s data security, including, but not limited to, the collection, storage or transfer of payment information, Customer agrees to work with Zai to remove the deficiencies. Customer agrees to comply with all applicable laws, rules and regulations in connection with the transfer, collection, security and dissemination of any personal, financial or Transaction information.

Confirmation of Payee

10.6 Zai will always reflect Account Details according to the most recent information provided by Customer to Zai. Customer must promptly notify Zai of any changes to Account Details.

10.7 Customer acknowledges and authorises:

a) Zai to use and disclose Account Details for Confirmation of Payee; and

b) payers’ financial institutions to use Account Details for the purposes of Confirmation of Payee and prior to making payments to Customer, including that they may disclose Customer's   Account Details to their customers to check the likelihood the Account name they enter matches Customer's   Account Details before making a payment to Customer.

10.8 To the extent Account Details and the use of Account Details constitutes disclosure, storage and use of Customer's personal information within the meaning within the Data Laws, Customer acknowledges and agrees that they consent to that disclosure, storage and use.

10.9 If Customer does not want Account Details to be used and disclosed for these purposes then Customer may opt-out of Confirmation of Payee in some circumstances.  Customer must contact Zai directly if they wish to do so, however Customer acknowledges that opting out may adversely impact Customer's banking experience and cause delays when receiving or sending payments.  For example, Customer may no longer be able to receive or send real time payments. Zai is not liable for any loss Customer suffer, including consequential loss, in connection with Customer electing to opt out of Confirmation of Payee.

11. Intellectual Property

11.1. All digital and intellectual property developed by Zai for the purposes of this Agreement remains the exclusive property of Zai.

Zai hereby grants to Customer a limited, non-exclusive, royalty-free, non-transferable, non-sublicensable and non-assignable license to display the Zai Marks on the Platform during the Term of this Agreement. For the avoidance of doubt (a) Customer (and/or its Platform Users) are prohibited from using any non-Zai Marks (i.e. third party marks) which may be displayed on the Zai website or otherwise utilised by Zai in the provision of the Zai Services, (b) the use of third party marks by either Zai and/or the customer will not lead to any ownership rights in those third party marks and (c) where a third party mark relates to the utilisation of card payment services, the use by the customer of that third party mark, with or without the prior consent of the mark owner, shall be deemed consent to adherence to the relevant Card Scheme/Card Brand Rules by that Customer (and or its Platform Users) with such Customer indemnifying Zai for any loss or damage suffered by Zai and/or the third party mark owner stemming from the use of the third party mark by the Customer and/or its Platform Users.    

11.2. Customer hereby grants to Zai a limited, non-exclusive, royalty-free, non-transferable, non-sublicensable and non-assignable license to display the Customer Marks on its website for the Term of this Agreement.
Developed Materials

11.3. Customer’s IP, Zai’s IP, and all digital and intellectual property developed by either party for the purposes of this Agreement remains the exclusive property of that party, subject to, and in accordance with, the provisions set out in this clause, except to the extent that Cuscal has any right to such intellectual property.

11.4. Unless expressly agreed otherwise, Customer acknowledges that any and all of the intellectual property created by Zai in connection with the Services, including any enhancements or adaptations to the Zai IP (“Zai Developed Materials”), are and will remain the sole property of Zai. 

11.5. Zai acknowledges that any and all of the intellectual property created by Customer in connection with the Customer IP, including any enhancements or adaptations thereto (“Customer Developed Materials”), are and will remain the sole property of Customer.

11.6. Each party grants to the other party a limited, non-exclusive, non-transferable, revocable, royalty free licence, with no right of sub-licence to use its Developed Materials (including any modified or updated versions of the Developed Materials), as may be created under this Section, provided it is solely for the purposes of performing their respective obligations under this Agreement and the Zai Developer Documentation and to enable Zai to perform its obligations under the Zai User Agreement; and it is only for the duration of the Term of the Agreement.

Intellectual Property Warranties

11.7. Both parties warrant that their respective IP, Marks, and Developed Materials are owned by or licensed by that party and do not infringe any Intellectual Property Rights of a third party.

12. Warranty and Disclaimer

Warranties

12.1. Zai hereby represents, warrants and covenants that:

a) it is presently in compliance with, and will remain in compliance with, an approved version of the PCI Data Security Standards, as the same may be amended, updated, replaced or augmented, and will perform the Service in compliance with the PCI Data Security Standards;

b) the Service will be provided in a workmanlike and professional manner and will conform with all descriptions thereof provided to Customer (including under this Agreement); and

c) the Services will be provided in compliance with all laws and regulations applicable to the Services.

Disclaimers

12.2. If the Australian Consumer Law or any similar law applies to the Services as provided to Customer, then Customer may have the additional benefit of consumer guarantees or other consumer protections. Where this is not the case, then:

a) other than the representations and warranties set out in clause 12.1, the Services are provided ‘as is’ or ‘as available’ and Zai makes no representations or warranties, express or implied, regarding the Services, the Goods, Assets or Buyer Services which are subject of a Transaction, that the Services will meet the Customer’s operational or legal requirements or that the Services or the Zai System will be uninterrupted, timely or error free; and

b) other than the representations and warranties set out in clause 12.1, Zai expressly disclaims any and all express and implied warranties, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the generality of the foregoing, Zai does not warrant, endorse, guarantee, or assume responsibility for any asset or service advertised, offered, sold or purchased sold by Customer or any Platform User and Zai will not be a party to any Transaction.

12.3. Zai does not endorse the Platform 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.  

12.4. In no event will Zai be liable for any act or omission of any third party, including but not limited to, a Platform User’s financial institution, any payment system, any Service Provider, Cuscal, 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, act of God, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, filtration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services).

13. Limitation of Liability

Consequential Damages

13.1. In no event shall Zai or any of its Representatives be liable for any lost profits, data, or any indirect, punitive, incidental, circumstantial, special, consequential, or exemplary damages arising out of, in connection with, or relating to this Agreement or the Services.

Error of Judgment

13.2. Zai is not liable for any error in judgment for any act taken or not taken or for any mistake of fact or law except as expressly provided for in this Agreement.
Mandatory Reversal or Refund

13.3. Zai is not liable for any Mandatory Reversal, Refund or any dispute in connection thereto.

13.4. Since the use of a bank account, credit card or debit card account, or the making of an electronic funds transfer may be limited by a participant’s agreement with its financial institution and/or by applicable law, Zai is not liable for any incomplete Transactions as a result of any such limit, or if a financial institution fails to honour any credit or debit to or from any Account or Zai Stored Value Wallet. For the purpose of this clause, a participant means the Customer, Platform User or Zai (as applicable).

Configuration of Zai System

13.5 The Customer is solely responsible for ensuring the proper configuration, integration, and ongoing maintenance of the Zai System as implemented within the Customer’s environment or technology stack, including any customisation, third-party connections, or internal settings used in conjunction with the Platform Services.

13.6 The Customer must ensure that any personnel, systems integrators, or third-party providers involved in the setup or use of the Zai System have appropriate expertise and act in accordance with Zai’s published technical documentation, usage guidelines, and integration standards.

13.7 Zai will not be responsible for any delay, disruption, error, or loss arising from:

a) the Customer’s failure to configure or maintain the Zai System correctly;

b) improper use, modification, or interference with the Zai System; or

c) the Customer’s use of third-party systems, tools, or code that adversely impact the operation of the Zai Platform.

13.8 The Customer must notify Zai promptly of any actual or suspected issues with the Zai System that may impact the performance of the Platform Services.

Maximum Aggregate Liability

13.9. In relation to the Services, and to the extent permitted by law, Zai’s maximum aggregate liability arising from or relating to any claim (or series of related claims) by the Customer, including a claim from a Customer’s Platform User, arising out of or in connection with the Services shall not exceed the aggregate amount of 100% of the Service Fees it receives from the Customer during the 12-month period preceding the date such claim(s) is/are made. This clause 13.9 does not apply to limit Zai’s liability to Customer in the event that Customer’s funds held in a Zai Stored Value Wallet are lost, where that loss is directly caused by Zai.

13.10. Customer shall include the limitation of liability language, as set out in Schedule 3, in its Platform User Agreement.

14. Indemnification

14.1. Customer agrees to indemnify and hold harmless Zai for acting in accordance with clauses 3.4, 4.9, 4.12 or 7.2 of this Agreement.

14.2. Customer agrees to indemnify, defend, and hold harmless Zai and its Affiliates, and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns (collectively, “Representatives”), from any and all actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including legal, accountant, and expert witness fees and costs) contingent or otherwise (collectively, “Losses”), arising out of or relating to:

a) any misrepresentation or breach by Customer of its representations and warranties set forth in this Agreement;

b) any failure of Customer to comply with or breach of any covenant or agreement made by it in this Agreement;

c) Customer’s negligence or wilful/intentional misconduct;

d) any claim by a Platform User regarding the payment of any Platform Fees to Customer hereunder; or

e) any claim by any Platform User, or any other Person or third party regarding any Transaction or use of the Marketplace/Platform (except to the extent the claim is subject to clause 14.3) below).

14.3. Zai agrees to indemnify, defend, and hold harmless Customer and its Affiliates and each of their respective Representatives from any and all Losses arising out of or relating to:

a) any material misrepresentation or material breach by Zai of its representations and warranties set forth in this Agreement; or

b) Zai’s gross negligence or wilful misconduct.

Zai’s indemnification obligations are subject to the liability limitations set out in this Agreement. For the avoidance of doubt, Zai does not make any representations or warranties in relation to, or on behalf, of Cuscal.

15. Term and Termination

15.1. This Agreement will remain in full force and effect for the period set out in Schedule 2 (“Term”). Thereafter the Term shall automatically renew for additional one (1) year periods unless earlier terminated in accordance with this clause.

15.2. Either party may terminate this Agreement at any time for convenience, with or without reason or cause, upon ninety (90) days’ prior written notice. The ninety (90) day notice period begins upon a party’s receipt of such written notice.

15.3 Zai may terminate this Agreement or any part of the Platform Services with immediate effect by written notice to the Customer at any time (including under any suspension period) if:

a) the Customer is subject to an Insolvency Event or ceases trading;

b) the Customer commits a material breach of this Agreement and fails to remedy such breach within twenty (20) days of receiving written notice of the breach from Zai;

c) the Customer fails to provide, or delays in providing, information reasonably requested by Zai to assess compliance with this Agreement or applicable laws;

d) the Customer fails to enter into further terms and conditions as required by Zai’s financial institution or material Service Provider pursuant to clause 8;

e) Zai reasonably suspects the Customer has used, or attempted to use, the Platform Services in an unlawful, fraudulent, misleading, or improper manner;

f) the Customer fails to reduce excessive chargebacks, disputes or refund levels within thirty (30) days after being notified by Zai;

g) the Customer is in breach of Card Scheme rules, payment system regulations, or applicable financial services or AML/CTF laws; or

h) Zai determines (acting reasonably) that continued provision of the Platform Services presents a material risk to Zai, its financial institution partners, its Service Providers, or the integrity or reputation of the Zai Platform.

15.4 The Customer may terminate this Agreement with immediate effect by written notice to Zai if:

a) Zai is subject to an Insolvency Event;

b) Zai commits a material breach of this Agreement and fails to remedy that breach within twenty (20) days of receiving written notice from the Customer;

c) Zai fails to provide the Platform Services continuously for a period of fourteen (14) days (other than due to a suspension permitted under this Agreement); or

d) Zai provides notice of a variation to Fees under this Agreement and the Customer does not accept the variation.

15.5. The individual provisions of this Agreement insofar as they relate to:

a) the utilisation of card payment services, will automatically and immediately terminate if Zai (i) is de-registered as a Payment Facilitator under the relevant Card Network/Card Brand Rules, (ii) if the relevant Card Acquirer utilised by Zai ceases to be a member of the relevant Card Network/Card Scheme, (iii) if the relevant Card Acquirer fails to hold a valid licence to use any related relevant Card Scheme Marks, or (iv) if Zai ceases to hold a current contract with a suitable Card Acquirer; and

b) the issue of a Zai Stored Value Wallet, may automatically and immediately terminate if Cuscal no longer agrees to offer the stored value facility to Zai..

15.6 Termination of this Agreement does not affect any accrued rights or obligations of either party.

15.7 On termination of this Agreement for any reason, Zai:

a) will immediately cease accepting any new orders/payment instructions for the Services; and

b) will refund any Funds stored in a Zai Stored Value Wallet to Customer’s Account, which Customer will be responsible for returning to Platform Users (if relevant); and

c) will stop the creation of new Users and accounts and prevent new credit/debit card charges, where applicable;

d) may cancel pending Transactions or not provide Collection Services to the Platform Seller in respect of Platform goods, assets and/or services sold or provided Goods, Assets or Services sold prior to the termination.  Where the Platform Fees or Purchase Price (as that term is defined in the Zai User Agreement) has been received by Zai, Zai must return the Platform Fees or the Purchase Price to the Customer within a reasonable period of time;

e) may charge Customer for the migration of tokens (if applicable);

f) will maintain User Data and Customer information stored by the Service as prescribed by its applicable data retention policies, applicable laws and regulations, the Zai Privacy Policy, and clause 9 (Confidential Information) and clause 10 (Data Security) of this Agreement; and

g) if applicable, may cancel Customer's appointment as an authorised representative and authorisation under its AFSL.

15.8 On termination of this Agreement for any reason, Customer:

a) must immediately cease using the Platform Services and associated materials; and

b) will remove any Zai Marks, IP, logos or other references to Zai from its platform, website, user flows, sales and advertising media.

15.9 Zai may retain settlement funds for a period of up to six (6) months to offset potential chargebacks, refunds, disputes, or other liabilities, to the extent permitted by law.

15.10. The rights and obligations under this Agreement, which by their nature would reasonably continue beyond the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement. Without limiting the generality of the foregoing, the following sections will survive any termination or expiration of this Agreement: clause 5 (Service Fees, Expenses and Taxes), clause 9 (Confidentiality), clause 11 (Intellectual Property), clause 13 (Limitation of Liability), clause 14 (Indemnification), and clause 18 (General).

16. Maintenance

16.1. Scheduled Service Maintenance: Zai shall make commercially reasonable efforts to provide Customer with at least forty-eight (48) hours prior notice to Customer’s Primary Contact provided by Customer to Zai. It is Customer’s responsibility to share that information with its Platform Users.

16.2. Unscheduled Service Outage Notification: In the event of unscheduled Zai outages, Zai will notify the Primary Contact set forth below. Zai will make commercially reasonable efforts to provide this notification within its goal of twelve (12) hours. Such notice shall include an estimated time of Services restoration, if Zai can reasonably make such determination. Once the Zai outage is resolved and services are restored, Zai will provide a follow-up notice to Customer as soon as reasonably possible explaining the reason for the outage, the duration of the outage, and the corrective action taken by Zai, if appropriate.

16.3 Primary Customer Contact: In order to obtain the notice, as set forth above, the Customer shall designate and provide to Zai, a representative (“Primary Contact”), along with a contact phone number and email address, who shall act as the Customer’s support liaison. If the Primary Contact is not available, the Customer may designate alternate representatives until such time as the Primary Contact is again available provided it notifies Zai of the names, phone numbers, and email addresses of the alternate Primary Contacts.

17. Privacy Statement

17.1. To the extent that Zai collects personal information about the shareholders and or directors or other individuals within Customer’s business to meet its obligations and provide the Services, and while we usually collect such information directly from the individual, there may be circumstances where we may also collect it from a third party. If Zai does not receive the necessary personal information, we may not be able to provide the Services.

17.2. Zai may disclose personal information to a Service Provider to help it verify the individual’s identity or to provide the Services. This includes Service Providers who may be overseas entities.  

17.3 Customer consents to Zai disclosing Transaction Data, Customer’s Information and other relevant information to a Card Network and its Affiliates, agents, subcontractors, and employees. The Card Network and its recipients may use this information to:

(i) comply with Card Brand operating rules;

(ii) operate, promote, and secure the Card Network;

(iii) conduct analytics, risk management, and reporting; and

(iv) pursue any other lawful business purpose.

The Customer warrants it has obtained all necessary consents for the disclosure of Personal Information.

17.4. The countries Zai may transfer, disclose or store Customer's information include, but are not limited to, are the USA UK, Singapore, Philippines and New Zealand. Where information is transferred, disclosed or stored overseas, Zai will seek to ensure the recipient has security systems to prevent misuse, loss or unauthorised disclosure in line with Australian laws.

17.5. Customer consents to Zai using the Customer’s information (personal or otherwise) 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.

18. General

Modifications to the Agreement

18.1. Zai reserves the right to update or modify this Agreement from time to time to protect our legitimate business interest on reasonable notice having regard to the nature and effect of the update or modification, of which notice will not be less than 2 Business Days. Any use of Services after publication of such notice and the notice period elapsing shall constitute Customer’s acceptance of the modifications.
Entire Agreement

18.2. This Agreement and all incorporated attachments or exhibits constitute the entire agreement between the parties and replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. For the avoidance of doubt, if Customer is appointed as an authorised representative of the AFSL, this clause 18.2 does not operate to limit or exclude any agreement with between Customer and Zai in relation to that authorisation, including to the extent that any such agreement relates to the Services. 

Governing Law and Jurisdiction

18.3. This Agreement will be governed in accordance with the laws of Victoria, Australia.

Waiver

18.4. 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

18.5. 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.

Notices

18.6. All notices shall be delivered to the representative below at the address specified below, or as otherwise specified in writing by a party, and shall be deemed delivered on the date received, whether sent electronically or by overnight courier.
Assignment and Change of Control

18.7. Customer may not assign this Agreement, in whole or in part, to any other person or entity, including but not limited to any Affiliate or subsidiary of the Customer, without the prior written consent of Zai (which shall not be unreasonably withheld).

18.8. In the event of a change of control of Customer’s business, as generally understood, Customer shall notify Zai before such change of control occurs (closes). Customer’s right to use the Services shall not be sold or transferred to any other person or entity without the prior written consent of Zai. Zai may assign this Agreement upon notice to Customer. Any assignment or transfer in violation of this provision shall be void.

Independent Contractor

18.9. The relationship between Customer and Zai is one of independent contractors. Other than for Customer acting as agent for Zai to bind Platform Sellers to Zai’s End User Agreement in accordance with Schedule 3, neither Customer nor any of its employees, consultants, contractors or agents shall be agents, employees, partners or joint ventures of Zai under the terms of the Agreement. Nothing in this Agreement shall create an agency, employment, partnership or joint venture relationship between Customer and Zai.

Costs and expenses

18.10. Except as may be expressly provided for elsewhere in this Agreement, each party will be responsible for all costs and expenses incurred by it in performing its obligations under the Agreement.

Headings

18.11. The headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.

Force Majeure

18.12. If performance the Agreement is interfered with or delayed by an act of God, civil unrest, war, hostilities, terrorism, seizure or expropriation of assets (other than that caused by the actions or omissions of a party), or other destructive event outside a party’s immediate control (a “Force Majeure Event”), the affected party shall give written notice to the other party and the affected party shall be excused from such performance during, but not longer than, the continuance of such condition.

18.13. Each party shall bear their own costs arising from the Force Majeure Event and shall take all reasonable steps to find ways to perform their obligations despite the Force Majeure Event.

18.14. If the Force Majeure Event continues for more than fifteen (15) consecutive days, either party may immediately terminate the Agreement on giving written notice to the other party.

Understanding of Agreement

18.15. Customer acknowledges that it has read, understood and agrees to be bound by and comply with the terms and conditions of this Agreement and corresponding attachments and exhibits. Customer further acknowledges that it has been given reasonable opportunity to obtain independent legal advice on this Agreement.

18.16. Customer acknowledges that, in the event of inconsistency between the terms of this Agreement and those agreements incorporated into this Agreement by reference, the terms in the following documents will rank according to the priority listed, but only to the extent of that inconsistency (noting that each of the documents below may not apply to Customer):

a) Authorised Representative Agreement;
b) the Product Disclosure Statement or Information Memorandum (as applicable);
this Agreement. 

18.17. Customer represents and warrants that the person signing this Agreement has the necessary authority to bind the Customer.

Schedule 1 - Card Brand Rule

1. Card Acceptance Rules. In order to accept card payments, Customer agrees to follow the applicable Card Brand operating rules. Substantial portions of Payments Network/Card Brand Operating Rules agreements are available their respective websites:

Visa: https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf
Mastercard:https://www.mastercard.us/content/dam/public/mastercardcom/na/global-site/documents/mastercard-rules.pdf
American Express:https://www.americanexpress.com/content/dam/amex/au/merchant/pdfs/AmericanExpressMerchantTermsandConditions.pdf
Discover: http://www.discovernetwork.com/

2. Soft Descriptor Requirements (if applicable): In accordance with card brand rules, Zai may be required to prefix the soft descriptor on each transaction with “ZAI* ”. Customer shall have the remaining 19 characters to identify themselves and describe the Transaction. Cardholders will see the following lines appear on their billing statements:

ZAI*CUSTOMER_TEXT Customer Support Phone#

Zai strongly suggests that the descriptor be formatted any of 3 ways:
ZAI*CUSTOMER_NAME-SELLER_USERNAME
ZAI*SELLER_USER_NAME
ZAI*Customer_NAME

If Customer uses soft descriptors that are too confusing or is conducting large amounts of transactions, Zai may require Customer to restructure it according to the suggestion above.

3. Card Brand Discrimination. Unless permitted by Card Brand Rules, Customer shall not engage in any practice that discriminates against or provides unequal treatment of any Card Brand relative to any other Card Brand.

4. Refund Policies: Customer must ensure that its refund policies for purchases made using a Card are at least as favourable as the refund policies applicable to purchases made using any other payment methods. The Customer’s refund policy must be clearly disclosed to, or reasonably accessible by, Card Members at the time of purchase and must comply with all applicable laws and regulations.

5. Limitation of Liability: To the extent permitted by law, Customer acknowledges and agrees to comply with any limitations of liability contained  in any applicable Card Brand operating rules.

6. Card Brand Marks. Customer may use Card Brand logos or marks on Customer’s promotional materials and website only to indicate that Cards are acceptable methods of payment. No Card brand logo shall be given special precedence (i.e. displayed in larger size or in colour with other Card brands shown in grayscale).

Schedule 2 – Service Fees and Expenses
As provided to Customer separately.

Schedule 3 - Language Customer Shall Include in its Platform User Agreement
Language related to Zai’s Privacy Policy and User Agreement:
…………………………………………………………………………………………………………..
Zai Services

(Platform Seller) acknowledges that Zai will provide (Platform Seller) with services in accordance with the Zai User Agreement, which is located at: https://www.hellozai.com/company/policies/end-user-agreement.
By selling items on (Customer).com, the (Platform Seller) acknowledges that (Platform Seller) has read and agrees to be bound by the Zai User Agreement. If (Platform Seller) does not agree to the terms and conditions in the Zai User Agreement, it must not sell or otherwise access the Zai services on www.(Customer).com.

Privacy statement

By selling on www.(Customer).com, (Platform Seller) acknowledges that Zai may collect (Platform Seller’s) personal information from (Customer), or from the financial institution involved in the Transaction, in order to provide (Platform Seller) with services.  If the personal information is not provided, Zai may not be able to collect the transaction proceeds for the (Platform Seller).

Zai may disclose (Platform Seller’s) personal information to a service provider to verify (Platform Seller’s) identity or to enable Zai to provide the services. The disclosure to service providers may include those located overseas or who may host or access your personal information overseas.  
The countries Zai may transfer, disclose or store (Platform Seller’s) personal information to include but are not limited to the United States of America, United Kingdom, New Zealand, Philippines and Singapore. If information is transferred, disclosed or stored overseas, Zai will seek to ensure the recipient has security systems to prevent misuse, loss or unauthorised disclosure in line with Australian laws.

Zai may also use (Platform Seller’s) 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.
If (Platform Seller) wishes to opt out of receiving direct marketing, (Platform Seller) may contact Zai at support@hellozai.com
A copy of Zai’s Privacy Policy can be obtained at: https://www.hellozai.com/company/policies/privacy-policy.