Payments – Terms & Conditions
(a) You agree to retain and appoint EzyCollect as your Payment Service Provider (PSP) for the collection and processing of recurring, ongoing and/or real time payments on these terms and conditions (Terms).
(b) We grant you a non-exclusive, revocable, non-transferable, non-sublicensable right to electronically access and use the Services solely for the purpose of accepting and receiving payments and managing the funds you receive.
(c) You must notify EzyCollect if you appoint another party to provide a similar or identical service to that provided by EzyCollect under these Terms.
(d) In these Terms, a reference to ‘EzyCollect’ ‘we’ or ‘us’ is to EzyCollect Payments Pty Ltd ACN 658 465 555 and each of its related entities as applicable.
2.1 Payment Partners
(a) EzyCollect is an approved Payment Service Provider operating with approval from its Payment Partners to utilise platforms and payment processing services.
(b) We facilitate payments including recurring Direct Debit billing from bank and card accounts, real time and e-Commerce card-based payments through our Payment Partners’ Payment Gateways.
(c) By agreeing to these Terms you agree to be bound by the relevant Payment Partner’s Services Agreement, as and modified from time to time.
2.2 Our obligations
(a) You acknowledge and agree that:
(i) we will collect recurring Direct Debit payments and any fees and interest owed by Customers;
(ii) we will process real time payments as initiated by the Customer;
(iii) Direct Debit payments may only be collected from Australian bank accounts, building societies, credit unions, credit cards and debit cards;
(iv) all funds collected by Direct Debit or Credit/Debit Card will be held in an account operated by our relevant Payment Partner until the funds are Cleared Funds in accordance with the guidelines and procedures of the Australian Payments & Clearing Association (APCA);
(v) funds collected from credit and debit cards through your own merchant facility will be settled directly to your assigned settlement account as per your merchant agreement with your merchant acquirer; and
(vi) subject to clause 2.2(b) below, we will credit funds processed through our Direct Debit facility or EzyCollect issued merchant account, following clearance in accordance with clauses 2.2(a)(iv) and 2.2(a)(v), to your nominated bank account less fees and any other amounts you owe us.
(b) You acknowledge and agree we may withhold Customer Payments:
(i) if any holding deposit, security, retainer or minimum account balance has been agreed between us, to the extent necessary to maintain such deposit, security, retainer or minimum balance; and
(ii) if we, for any reason whatsoever, suspect that you or your Customer have acted in a fraudulent, illegal, unlawful, unconscionable or improper manner in relation to Customer Payments or their collection or if we have been instructed to do so by a regulatory body.
3. Direct Debit Requests
You acknowledge and agree that:
(a) a Direct Debit Request (DDR), whether in hard copy or electronic format shall remain our property at all times;
(b) no other Direct Debit service provider or other financial institution may conduct debit transactions from Customer accounts as a result of the Customer completing a signed DDR using our branding unless otherwise authorised by us in writing;
(c) any debit transaction conducted by a company or institution without our authorisation shall breach these Terms and shall not be a valid transaction;
(d) you must store all DDRs, either in hard copy or electronic format, in a safe and secure place for at least seven (7) years from the date of the last transaction;
(e) the DDR is a separate confidential agreement we have with the Customer;
(f) if the Customer gives us seven days written notice of termination, we will terminate the DDR immediately in accordance with the APCA guidelines; and
(g) you must:
(i) not use DDRs for Customers who you do not have an ongoing relationship with; or
(ii) not use DDRs for services which in the reasonable opinion of EzyCollect have a significant opportunity for fraud.
(a) If you use electronic Direct Debit Requests (eDDRs) you must:
(i) only use eDDRs for services whereby you will have an ongoing relationship with the Customer; or
(ii) only use eDDRs for services that do not have a significant opportunity for fraud, in the reasonable opinion of EzyCollect.
(b) You must indemnify EzyCollect for any loss or liability EzyCollect incurs in connection with:
(i) any fraud in relation to the eDDR;
(ii) any error, technological or otherwise in relation to the eDDR;
(iii) any failed transactions arising through use of the eDDR; and
(iv) any loss arising from an interruption in the eDDR sending complete and correct information to perform Customer Payments.
(c) You acknowledge that the eDDR contains confidential information which is the property of EzyCollect and that clause 13 shall apply in respect of such confidential information.
3.3 Client DDRs and eDDRs
(a) Nothing in these Terms prevents you from continuing to use existing Direct Debit Requests or electronic Direct Debit Requests (Client DDRs) which contain your branding to conduct debit transactions with your Customers, provided that you agree that you are solely liable for any loss or liability you incur as a result of your use of Client DDRs.
(a) This clause 4 applies to our standard merchant facilities using EzyCollect as a sub-merchant identifier (Merchant Facility) unless specified otherwise
(b) You acknowledge and agree that you will adhere to all the conditions which apply to the usage of an EzyCollect Merchant Facility for the acceptance and processing of card-based transactions in a recurring or real time environment.
(c) You will accept all valid cards and process all transactions in accordance with all laws, any obligations in these Terms and any direction of EzyCollect in carrying out activities related to the Merchant Facility.
(d) All transactions are to be processed in Australian dollars.
(e) You must not process or encourage transactions through the Merchant Facility that relate to, or are in connection with, the sale of goods or services that are in contravention with Australian law.
(f) We will not be responsible or liable for any delay that might occur in the processing of payments or any lost transactions that might occur where the Merchant Facility is not available for any reason.
(g) If, in the reasonable opinion of EzyCollect, you have excessive Chargebacks and/or fraudulent transactions, you must take immediate action to rectify the situation. Failure to resolve the cause of the problem may result in a suspension or cancellation of our services to you.
(h) You are required to obtain and hold cardholder authorisation for all recurring transactions and ensure the nominated card is within current validity at all times.
(i) You may not use the Merchant Facility for:
(i) impersonating any person or entity or falsely claiming an affiliation with any person or entity;
(ii) accepting payments for goods or services provided by someone other than you;
(iii) providing yourself or others with a cash advance from a credit card;
(iv) any illegal purpose, or violating any local, state, national, or international law;
(v) defaming, harassing, abusing, threatening, or defrauding others;
(vi) competing with EzyCollect or EzyCollect’s business partners;
(vii) abusing the payment card system or violating the operating rules of the Merchant Facility as reasonably determined by EzyCollect;
(viii) transferring funds between bank accounts held in the same name; or
(ix) accepting payments for goods and services you may provide outside the industries that you have nominated when applying for the facility.
If you are conducting eCommerce transactions over the internet:
(i) you are responsible for all goods and services offered through your website, and all acts and omissions in connection with your website;
(ii) the URL of your website must be substantially similar to your trading name and designed in such a way that a reasonable cardholder is able to identify it as your website;
(iii) you must not return the cardholder’s number to the cardholder either online or on the transaction receipt;
(iv) you must not substantially change your goods or services being sold on your website or other material aspects of your website from the time merchant facilities were provided by us;
(v) you must keep all information on the website true, accurate, current and complete; and
If you are conducting eCommerce transactions over the internet, you will display the following on your website:
(i) contact information including trading name, ABN, trading address, telephone number, fax number, email address and your country of domicile;
(ii) a complete description of all goods and services you offer on your site;
(iii) a clear explanation of shipping practices and delivery policy;
(iv) transaction currency;
(v) total cost of goods offered including shipping/handling charges and taxes;
(vi) Customer Service policies, including usual delivery timeframes and processes if you cannot fill the order for any reason;
(vii) export restrictions, if known;
(viii) refund/return policy; and
(l) You are responsible for:
(i) ensuring that the connection between your website and us is operational. We do not warrant that the provision of the Services will be continuous, uninterrupted or without errors; and
(ii) ensuring that your website is secure and that Cardholder information is encrypted during the exchange of Cardholder information between your website and us. .
5. Fees and payment
(a) You agree that in exchange for us providing the Services, you will pay to us the Fees as quoted within the Application Form signed by you.
(b) You may request for us to collect transaction fees from the Customer in addition to the requested payment amount. You agree that if transaction fees passed to the Customer are unable to be collected for any reason, our transaction fees will remain payable by you.
(c) You agree and authorise us to deduct any fees or other monies owing from funds collected by us or from the nominated billing account.
(d) You agree and acknowledge that we may increase our Fees as outlined in the Fee Schedule upon giving you 30 days’ written notice.
(e) You agree to:
(i) promptly pay us all fees and other amounts due under these Terms;
(ii) ensure that your Customers execute a DDR or eDDR in a form approved by us; and
(iii) reimburse us promptly for any funds which have been paid to you but to which you are not entitled under these Terms.
(a) advise if GST has been included or excluded on all fees quoted; and
(b) provide you with a statement and Tax Invoice at the end of the month reconciling to the funds deposited into your nominated account.
(a) Where a Customer Payment has been collected from a banking account, we will not enter into any agreement that requires us to transfer funds to a Customer as a refund and are not, pursuant to these Terms or otherwise, required to do
(b) Subject to these Terms, all funds debited from a Customer’s banking account are held on your behalf in trust and will, in the ordinary course, be transferred to your nominated settlement account.
(c) You acknowledge and agree that it is your obligation to determine the circumstances in which refunds will be made to your Customers and to perform any refunds relating to Customer Payments from banking accounts external to our system.
(d) Where the Customer Payment has been collected from a credit or debit card via a merchant account issued by us, should the refund value exceed your refund limit, a refund to the Customer will only occur upon written request by you.
(e) You acknowledge and agree that:
(i) any and all transaction fees paid to us for the original transaction will not be refunded to you; and
(ii) we may charge a fee for the processing of each refund should its cost exceed the original fee incurred to facilitate the transaction.
(a) We may refuse to accept any transactions (herein referred to as Chargebacks), if in our reasonable opinion:
(i) the transaction is invalid;
(ii) the transaction is deemed to be not for the entity that the service is provided to;
(iii) the transaction is fraudulent; or
(iv) the cardholder claims that the transaction is invalid or disputes liability for any reason.
(b) Transactions which are invalid or which the cardholder claims are invalid or disputes for any reason, where funds have been reversed back to the cardholder, will be charged back to your account.
(c) Chargebacks may be processed against your nominated account up to eighteen months after the date of the original transaction.
(d) Should a Customer Chargeback be successful, notification of the Chargeback will be made to you.
(e) We will not enter into any disputes between you and your Customer in respect to a Chargeback.
(f) Fees related to a transaction that has been charged back to the Cardholder are not refundable.
(g) We will apply a Chargeback Fee, as described within the Fee Schedule, to each returned transaction, which will be deducted from your next settlement or debited from your nominated billing account in conjunction with the chargeback transaction.
(h) You must ensure that Chargebacks do not exceed 0.5% of your total transactions processed by us in any calendar month. Where Chargebacks exceed 0.5% of total transactions, your Service may be suspended immediately without notice to you. We reserve the right to not re-activate your Service, or if your Service is re-activated, we reserve the right to request a holding deposit for any further Chargebacks that may occur as a condition of re-activating the Services.
(i) To reduce the incidence of disputes, claims, dishonours, and Chargebacks and to comply with all applicable Card Payment Scheme regulations, we may include all or part of your business/trading name in the Debit transaction description on your Customers account statement. You hereby consent and authorise us to establish, obtain and identify any Credit Card Merchant or Direct Debit facility by name/code which includes all or part of your business/trading name.
8. Failed Payment
In the event that a Customer has a Failed Payment, you agree that should the Customer first contact us, we will direct the Customer to contact you or your nominated representative directly on the nominated email or contact points.
9. Disputes and dishonours
(a) In the event that we receive a disputed claim in relation to a transaction, we will request from you evidence and supporting documentation to supply to the claimant’s financial institution.
(b) Should a disputed payment claim by a Customer be successful, we will notify you of the claim and the transaction to be refunded.
(c) Upon receipt of a claim notification from a Customer’s financial institution, we will apply a Dispute Fee, as described in the Fee Schedule, for each notification of claim. This Dispute Fee will be deducted from your next settlement or debited from your nominated billing account in conjunction with the chargeback transaction.
(d) We reserve the right, and you agree, to deduct the amount of any such claim or late dishonour from monies held in your linked account in the first instance and you acknowledge and agree for us to debit any settlement account or billing account for the amount.
(e) You agree to make payment to us of all monies due and owing to us pursuant to this clause within 7 days of being notified by us.
By agreeing to these Terms, you warrant that:
(a) you are a duly incorporated company or registered business and conduct operations as a business;
(b) if you are a trustee, the trust is validly formed;
(c) if you are a trustee, you have the right of indemnity from the trust assets in respect to these Terms;
(d) you have the legal capacity and authority to execute the Application Form and to be bound by these Terms;
(e) the person who executed the Application Form is duly authorised to execute on your behalf;
(f) you will obtain authority from the Customer for EzyCollect to Direct Debit the Customer’s account; and
(g) you are not currently and are not likely to be declared insolvent and will endeavour to not become so during the term of these Terms.
11. Indemnities and liability
You agree to release, indemnify and hold EzyCollect, including its agents and assigns, harmless from and against all liability, claims, damages, actions or losses suffered or incurred by us, including Customer claims; arising in any way from our collection of Customer Payments or the provision of these Terms, including but not limited to:
(a) any failure by you to pay any fees;
(b) any failure by you to pay any other amount due under these Terms;
(c) any matter affecting the validity of Customer Payments, affecting the creditworthiness of a Customer and/or any misrepresentation of the identity of a Customer;
(d) any breach by you of your obligations under or in connection with these Terms;
(e) any failure by you or a Customer to provide correct information to us;
(f) any bank fee or charges incurred in respect of a Customer Payment under circumstances described in this clause;
(g) any failure of a Customer Payment or any of its operations or processes due to any accident, neglect or misuse by you or a third party;
(h) any failure of a Customer Payment or any of its operations or processes due to a computer failure;
(i) any failure of a Customer Payment or any of its operations or processes due to incorrect, partial or inaccurate information being provided by an integrated software management program;
(j) any failure of a Customer Payment or any of its operations or processes due to any viruses, security hacking or any errors in code or software;
(k) any instance where we hold your funds in accordance with these Terms;
(l) your negligence or fraud or that of any of your employees, contractors or agents;
(m) the fraudulent use, misuse or theft of a DDR or eDDR or the information stored in a DDR or eDDR, whether lost, stolen or otherwise;
(n) any dispute arising between you and your Customer;
(o) any representation, warranty or statement made by you or your employees, contractors or agents, to a Customer;
(p) any misrepresentation, breach of contract or failure of consideration in relation to your dealings with a Customer;
(q) any Failed Transaction;
(r) any use of an eDDR or Payment Gateway;
(s) any claim that a payment, obligation, transaction or transfer in connection with these Terms is void or voidable under any insolvency law; and
(t) any failure by you to comply with the PCI Security Standards.
11.2 No warranty
(a) If we process a Direct Debit transaction, we are not warranting that:
(i) the transaction is valid;
(ii) the identity of the Customer is correct;
(iii) or the Customer is creditworthy.
(b) You agree that we shall be entitled to utilise and transfer any funds held in any account held or operated by us on your behalf to our own account in satisfaction of the indemnity granted in clause 11.1 above after referral to you and you agree to release us in relation to any liability in respect of any such funds so applied or used.
12. Term and termination
(a) These Terms commence from the date we accept the Application Form submitted by you and remain in force for the term specified in the Application Form (Term), or any successive Renewal Term unless terminated by either party on 60 days written notice to the other party, either:
(i) prior to the expiry of the Term; or
(ii) during any Renewal Term or successive Renewal Term.
(b) These Terms shall automatically renew on completion of the Term for a further term of the same duration as that which has just expired(Renewal Term), unless terminated in accordance with the provisions of clause 12.1.
(a) We may terminate the agreement made pursuant to these Terms upon seven (7) days’ notice in writing where you fail to comply with any material obligations set out in these Terms.
(b) We may terminate the agreement immediately without notice if, in our reasonable opinion, you have utilised the Services in any unlawful, or unconscionable manner, or are in breach of the PCI Security Standards.
(a) We may immediately and without notice, suspend your account and refuse to process any payments or remit any payments to you if we reasonably suspect or have been advised that you have acted in an unlawful or unconscionable manner in utilising the Services.
(b) For the avoidance of doubt, we may terminate any account suspended in accordance with clause 12.3(a) and in accordance with clauses 12.1 and 12.2 above in our sole discretion, without lifting the suspension imposed in accordance with clause 12.3(a).
Clauses 3.3(a)(iv), 11 to 14 and 17 to 19 survive termination of these Terms or our agreement with you.
(a) Each party agrees to and shall ensure each of its personnel hold in strict confidence all, and not disclose or permit the disclosure of any, Confidential Information of the other party and only such Confidential Information solely to perform or to exercise its rights under these Terms.
(b) Clause 13(a) does not apply to the extent necessary to enable disclosure required by law or where the Confidential Information has entered the public domain other than as a result of a breach of these Terms.
(c) Neither party may mention the other party or any information concerning these Terms in any public marketing or similar format without the other party’s express written consent, which may be granted or withheld in its discretion.
(b) Without prejudice to the generality of clause 14(a), you agree and warrant that you have all necessary and appropriate consents and notices in place to enable lawful transfer to us of any personal data or information, including without limitation in connection with the Provided Information, for the duration and purposes of these Terms so that we may lawfully use, process and transfer the personal data in accordance with these Terms.
15. Force Majeure
Neither party shall be liable for any delay or failure to perform their obligations in a timely manner pursuant to this document if such delay is due to a Force Majeure Event.
16. Change of ownership
(a) You must provide us with sixty days’ written notice of any actual or intended Change of Control of your business.
(b) If you give us notice under clause 16(a), we may, at our election terminate the agreement on thirty (30) days written notice.
(c) If we do not exercise our right to terminate:
(i) the new owner will be required to complete an Application Form and return the executed documents with the required additional information to us thirty (30) days prior to taking ownership, control or management of the business and/or its operations; and
(ii) you agree to provide the new owner the original or copies of the original signed or authorised DDR or eDDR forms.
(d) You acknowledge that it is your responsibility to ensure the new owner completes and provides the necessary documentation to us within the specified period prior to taking over control or settlement.
(e) Upon the date of the Change of Control (herein referred to as Handover Date) the following processes shall apply:
(i) payments conducted prior to the Handover Date will be paid to the outgoing owner; and
(ii) payments conducted on or after the Handover Date will be paid to the incoming owner.
(f) We may:
(i) refrain from accounting to the new owner until we receive satisfactory evidence of the change of ownership, control or management; and/or
(ii) refrain from accounting to the new owner until we receive properly amended ASIC records of business name records.
(g) You acknowledge that continued transaction processing may be disrupted if this clause has not been adhered to.
(a) Where a variation to these Terms would:
(i) have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect, provided that if you do not agree to the variation, you may terminate these Terms without penalty by providing us with written notice prior to the date that the variation will take effect. We will give you an additional notice 3 days before the expiration of that period; or
(ii) not have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect. .
(b) The laws of New South Wales govern these Terms and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.
(c) A clause or part of a clause of this document that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.
(d) These Terms supersede all previous agreements about its subject matter. This agreement embodies the entire agreement between the parties.
(e) Each party must do all things reasonably necessary to give effect to this document and the transactions contemplated by it.
(a) A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person’s address as the person notifies the sender.
(b) A notice, consent or communication is given and received:
(i) if it is hand delivered, on the day it is given;
(ii) if it is sent by post, three Business Days after posting (if within Australia) or seven Business Days after posting (if outside Australia); and
(iii) if it is sent by email, that day, if the time of departure from the sender’s mail server is before 5.00pm on a Business Day, or the next Business Day in any other case, unless the sender receives an automated message generated by the recipient’s mail server (other than an ‘out of office’ message or other response generated by or at the instigation of the recipient) that the email has not been delivered within two hours.
19. Defined terms & interpretation
19.1 Defined terms
In these Terms:
(a) Application Form means an application form signed by you and accepted by EzyCollect for the provision of Services.
(b) BECS Procedures means the procedures issued by the Australian Payments Network Ltd that govern the operation of the Bulk Electronic Clearing System.
(c) Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.
(d) Change in Control means a change in the directors or shareholding of a party or its holding company so that a different person or group of persons, either:
(i) becomes a director(s) and can control 50% or more of the votes at meetings of directors; or
(ii) acquires 50% or more of the shares giving a right to vote at general meetings.
(e) Chargeback has the meaning set out in clause 7(a).
(f) Chargeback Fee has the meaning set out in the Fee Schedule.
(g) Confidential Information means any information relating to a party, a party’s prospective customers, the content of any recurring request authorisation form, policies and procedures, operations, systems and future business plans, including but not limited to technical, developmental, marketing, sales, operating, performance, cost, know-how, computer software and database programming techniques and any record containing or disclosing such information or techniques, which is disclosed pursuant to these Terms.
(h) Customer means your customers.
(i) Customer Payment means an electronic payment made by a Customer through a Payment Partner’s Payment Gateway.
(j) Dispute Fee has the meaning set out in the Fee Schedule.
(k) Failed Payment means payment transaction that was declined by a Customer’s credit card issuer or bank.
(l) Fee Schedule means EzyCollect’s schedule of fees attached to the Application Form.
(m) Fees mean the fees as described as such set out in the Fee Schedule as amended from time to time.
(n) Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of a party affected by it including, without limitation a war (declared or undeclared), insurrection, civil commotion, military action, or an act of sabotage; a strike, lockout or industrial action, dispute or disturbance of any kind; an act of a government or a government authority; an act of God; a storm, tempest, fire, flood, earthquake, pandemic or other natural calamity; or such other event as is outside the reasonable control of the parties, other than an obligation to pay money.
(o) Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, patents, trademarks, service marks, designs, confidential information, trade secrets, know how, data and databases, systems and domain names.
(p) Merchant Facility has the meaning set out in clause 4(a).
(q) Payment Partner means the technology partner ezyCollect has utilised to support the Services, and includes the following payment partners:
(i) for Credit and Debit Card: Stripe Payments Australia Pty Ltd (ACN 160 180 343) with services rendered pursuant to its Services Agreement located at https://stripe.com/en-au/legal as amended from time to time.
(ii) for Direct Debit: Payrix Australia Pty Ltd (ACN: 135 196 397) with services rendered pursuant to its Services Agreement located at https://www.payrix.com/au/useful-documents as amended from time to time.
(r) PCI Security Standards means the Payment Card Industry Security Standards issued by the Payment Card Industry Security Standards Council, as amended from time to time.
(s) Privacy Legislation means the Privacy Act 1988 (Cth), the Australian Privacy Principles contained in schedule 1 of the Privacy Act; and all other laws, regulations, registered privacy codes, privacy policies and contractual terms applicable in the jurisdiction where the Services are being provided that relate to the processing of personal information.
(u) Services means the services to be provided by us as specified in clause 1(a) or as otherwise agreed between the parties.
(v) Services Agreement means the services agreement pursuant to which the relevant Payment Partner will provide services.