Volt Merchant Services Agreement — Australia

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General Terms
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Services Terms
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This Volt AU Services Agreement includes the Order Form, these General Terms, schedules and any documents and terms incorporated herein (“Agreement”).   

This Agreement is formed between Volt Connect Pty Ltd ACN 662 145 708 whose registered office is at Level 22/25 Martin Place, Sydney NSW 2000, Australia (“Volt”) and the entity which has signed the Order Form in order to receive the Services (“you”, “your” or "Merchant").  

The services include E-money Services, Payment Initiation Services, and/or any associated services (together the “Services”).  

Volt’s provision of the Services is supported by the Volt Solution (as defined later) which it makes available by way of remote internet access to merchants for integration in their websites so they may allow their authorised end users to access and use the Services.  

This Agreement governs Volt’s provision to you of access to and use of the Volt Solution and the Services as detailed in the Order Form.  

This Agreement is effective upon the date the order form is signed by both parties (“Effective Date”) and continues until you or Volt terminates it (this period, the “Term”). 

General terms

1. DEFINITIONS AND INTERPRETATION
   1. In this Agreement, unless otherwise stated, capitalised terms will have the meaning set out in Schedule 1 (Definitions). The rules of interpretation are also set out in Schedule 1 (Definitions).
   2. If and to the extent of any conflict or inconsistency between the terms of this Agreement, the order of priority for the purposes of construction is, in descending order:
      1. Order Form;
      2. Agreement;
      3. Schedules;
      4. Other documents incorporated by reference.
   3. This Agreement will not prevent Volt from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
2. CAPACITY TO CONTRACT 
    
   1. Volt will provide the Payment Initiation Service to End Users whose ASPSP is located in Australia. Where an End User’s ASPSP is located outside Australia, Volt’s Affiliates may provide a payment initiation service to such End Users under a separate agreement.
   2. Each party represents, warrants and undertakes that it has the requisite power, right and authority to enter into and perform its obligations under this Agreement, and this Agreement, when executed, will constitute valid, lawful and binding obligations on it, enforceable in accordance with its terms.
3. REGULATORY COMPLIANCE 
    
   1. You acknowledge that Volt will not provide the Services to you until you have passed Volt’s know-your-client checks (“KYC Checks”). Volt’s continued provision of the Services is subject to (i) ongoing successful Integration (as confirmed by Volt); and (ii) compliance with all Volt KYC and Documentation requirements.
   2. You warrant and represent that the information provided to Volt for purposes of Volt’s compliance with applicable AML Laws is complete and accurate at the date it is provided. You shall promptly update Volt of any changes to such information.
   3. You will provide Volt and any Regulatory Body with such additional information as to your identity, management structure, beneficial ownership and business nature as Volt may request for the purposes of compliance with all applicable AML Laws.
4. IMPLEMENTATION OF THE VOLT SOLUTION
   1. On the Effective Date Volt will provide you with access to relevant elements of the Volt Solution (and, in particular, the Volt API) and Documentation to enable you to implement the same into your Merchant Website as are required for you to take the benefit of the Services it has requested.
   2. Implementation of the Volt Solution has been designed to be a straightforward operation within the competency of your information technology support teams. Nevertheless, Volt will provide such reasonable support and assistance to support you in its implementation of the relevant elements of the Volt Solution.
   3. You will notify Volt when you consider you have successfully implemented the relevant elements of the Volt Solution. Volt will then promptly test the implementation to assure itself that implementation has been successfully carried out. Volt will notify you of the results of its test. In the event implementation has not been carried out adequately, Volt will detail the deficiencies to you and will provide reasonable support and assistance to help you resolve the same. When Volt is satisfied the implementation is satisfactory it will confirm that implementation has been successful in writing to you and at that point the Services will commence.
   4. You accept that the operation of the Volt Solution and the performance of the Services are dependent upon you having a system and technical environment that at least satisfies the minimum system requirements set out in the ​​Documentation (the “Minimum System Requirements”).
   5. In the event your system and technical environment does not at least comply with the Minimum System Requirements, Volt will not be liable for any deficiency in the performance or non-performance of the Volt Solution and/or the Services.
5. THE VOLT SOLUTION
   1. Following successful Integration as confirmed by Volt in accordance with clause 4.3 Volt will use reasonable endeavours to make the Volt Solution available to you in accordance with the terms and conditions of this Agreement.
   2. Subject to you complying with the terms and conditions of this Agreement, Volt grants you a non-exclusive, non-transferable right to permit you and its Authorised Users to access and use the Volt Solution and Documentation during the Term solely for your legitimate business purposes.
   3. Volt may suspend the provision of the Volt Solution by giving you no less than 10 (ten) Working Days’ notice, in circumstances where it is necessary for Volt to update or maintain Volt’s system and/or the Volt Solution. Volt may also suspend the provision of the Volt Solution for unscheduled maintenance provided it does so outside Business Hours and provided Volt has used reasonable endeavours to give you at least 48 hours’ prior notice. You accept that Volt may in emergency circumstances be unable to provide advanced notice. In those circumstances, Volt will notify you as soon as it is practically able to do so. Volt will, in its notice, inform you of the timing, the duration and the reasons for the proposed suspension.
   4. Volt may suspend your right to access and use the Volt Solution immediately upon notice to you if Volt determines:
      1. that your (or an Authorised User’s) use of or access to the Volt Solution (i) poses a security risk to Volt, the Volt Solution or any third party; (ii) may adversely impact availability or performance of the Volt Solution or Volt’s system; (iii) may subject Volt to liability; (iv) may be fraudulent; or (v) may cause a breach of Applicable Law;
      2. that you, or any Authorised User, is in breach of this Agreement.
   5. Volt will reinstate the suspended access once it has established the cause of the suspension under clause 5.4 has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, Volt may terminate this Agreement on notice.
6. VARIATION OF THE VOLT SOLUTION 
    
   1. During the Term and on the provision of reasonable notice, Volt will be entitled to change the Volt Solution to improve the functionalities of the Volt Solution; to fix defects, bugs, malfunctioning or errors; and/or to cure security vulnerabilities and assure compliance with Applicable Law.
   2. In the event of a change to the Volt Solution you will upgrade your Merchant Website and system to implement the change to the Volt Solution. Volt will not be liable for any deficiency in the performance or non-performance of the Volt Solution and/or the Services until you carry out such upgrade.
7. PROVISION OF SERVICES
    
   1. Following satisfactory implementation of the Volt Solution, Volt will provide the Services commissioned by you (as identified in the Order Form) using its reasonable endeavours to comply in all material respects with the provisions set out in the services description in the relevant Services schedule to this Agreement and with due skill, care and diligence in accordance with Good Industry Practice and in compliance with all Applicable Laws.
   2. Volt confirms that its personnel assigned to the Services will possess such qualifications, skill and experience necessary for the proper performance of the Services and its other obligations under this Agreement.
8. VOLT’S OBLIGATIONS
   1. Volt undertakes that:
      1. it is able to perform the Services, and does not have any agreement with anyone else that restricts its ability to perform such Services;
      2. the Volt Solution will perform materially in accordance with the Documentation;
      3. to the best of its knowledge at the Effective Date, the Services and your normal use of the Volt Solution in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party; and
      4. in the event that any aspect of the Services is dependent upon licences from a third Party, Volt will obtain all necessary rights, permissions and approvals and pay any and all royalties, fees or other compensation in connection with your use thereof, as applicable.
   2. The undertakings at clause 8.1 will not apply to the extent any non-conformance is caused by use of the Services or Volt Solution contrary to Volt ’s instructions, or any modification or alteration of the Services or Volt Solution by any party other than Volt. Volt is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services, Volt Solution and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   3. Without prejudice to clause 8.2 if the Services and/or the Volt Solution do not materially conform with the undertakings at clause 8.1 Volt will:
      1. investigate to seek to establish the cause of the non-conformance;
      2. determine whether a suitable workaround is available to provide you with an alternative means of accomplishing the affected performance and implement the same;
      3. discuss the outcome of its investigation in clause 8.3.1 with you and propose a set of remediation steps Volt considers appropriate promptly to remedy the identified cause of non-conformance; and
      4. use reasonable commercial endeavours to implement the remediation steps at its expense to correct any such non-conformance promptly.
   4. Volt’s compliance with clause 8.3 will constitute your sole and exclusive remedy for any failure to comply with clause 7.1 and/or for any breach of the undertaking set out in clause 8.1.  However, in the event Volt fails to implement the remediation steps as set out in clause 8.3 such failure will constitute a material breach of this Agreement.
   5. Volt does not warrant that your use of the Services or Volt Solution will be uninterrupted or error-free, or that the Services, Volt Solution, Documentation and/or the information obtained by you through the Services will meet your requirements.
   6. To the extent permitted by law, Volt disclaims all other conditions, representations, warranties or other terms which might have effect between the Parties with respect to the Services, the Volt Solution or Documentation, or be implied or incorporated into this Agreement, whether by statute, common law or otherwise.  Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any other Applicable Law that cannot be excluded, restricted or modified by agreement.
9. ACCEPTABLE USE 
    
   1. You will not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, reverse compile, disassemble, reverse engineer all or any portion of the Services, the Volt Solution and/or Documentation (as applicable) in any form or media or by any means;
      2. do or permit to be done anything which may adversely materially affect the reputation, goodwill or image of Volt;
      3. access or attempt to access any part or parts of the Volt Solution to which it has not been granted access to by Volt as evidenced in the Order Form;
      4. access all or any part of the Services, the Volt Solution and Documentation in order to build a product or provide a service which competes with the Services and/or, the Volt Solution;
      5. undertake any security testing of the Volt Solution without the prior written consent of Volt;
      6. attempt to obtain, or assist third Parties in obtaining, access to the Services, the Volt Solution and/or Documentation, other than as provided under this Agreement; or
      7. introduce any Virus into the Volt Solution or Volt’s system (and will adopt and maintain cyber security measures, procedures and protections at least to a Good Industry Standard).
   2. For the purposes of this Agreement any breach of clause 9.1 will be a material breach of this Agreement.
10. AUTHORISED USERS
    1. You will:
       1. ensure each Authorised User is a single individual;
       2. ensure that each Authorised User keeps any password(s) for the Volt Solution and Documentation secure and confidential; that such password(s) are changed no less frequently than once every ninety (90) days; and that Authorised Users do not share their password(s) with any other entity;
       3. disable Authorised Users passwords promptly when appropriate to do so, or notify Volt so that Volt may disable such user access;
       4. ensure that the Authorised Users use the Volt Solution and Documentation in accordance with the terms and conditions of this Agreement; and
       5. use its best endeavours to prevent any unauthorised access to, or use of, the Volt Solution and will notify Volt promptly if it becomes aware of any such unauthorised access or use.
11. YOUR RESPONSIBILITIES 
     
    1. You will provide Volt with reasonable:
       1. co-operation in relation to this Agreement; and
       2. access to such information as may be required by Volt in order to provide the Services, including to Merchant Data, security access information and configuration services.
    2. You will:
       1. at all times comply with all Applicable Laws with respect to its activities under this Agreement;
       2. carry out its responsibilities set out in this Agreement in a timely and efficient manner;
       3. obtain and maintain all necessary licences, consents, and permissions necessary for Volt, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
       4. undertake appropriate back-ups to its data so as to be able to restore such data and media in the event of data loss or corruption from any cause;
       5. ensure End Users are aware that the Payment Initiation Service is entirely independent of any contract between you and such Authorised User;
       6. procure and maintain all network connections and telecommunications links to Volt’s data centres; and
       7. notify Volt promptly if you become aware of any Security Incident.
    3. Should you fail to comply with its obligations under this Agreement, without prejudice to any other right or remedy it may have, Volt will be relieved from the requirement to fulfil its obligations under this Agreement, will be granted an adjustment to any agreed timetable or delivery schedule as necessary and will be entitled to invoice you for any associated additional costs.
12. CHARGES
    1. You shall pay the Charges due to Volt as set out in the Order Form.
    2. Volt will be entitled to alter the Charges by the greater of 5% or the increase in the Consumer Prices Index in the preceding 12 months once annually on providing you with sixty (60) days’ written notice. In addition, where a change to Applicable Law results in Volt incurring additional costs to achieve compliance in relation to Volt’s obligations under this Agreement, Volt reserves the right to amend the Charges commensurately to reflect such additional or increased costs on no less than thirty (30) days' prior written notice.
    3. On or before the 10th day of each calendar month, Volt will invoice you for the Charges in electronic form by email together with information relevant to the calculation of the Charges in respect of the previous calendar month.
    4. You will make payment in full in cleared funds (in the currency specified in the invoice) within thirty (30) days of receipt of the invoice to a bank account nominated in writing by Volt from time to time.
    5. All Charges are exclusive of VAT which where applicable will be charged in accordance with the Applicable Law and will be paid by you against receipt from Volt of a valid VAT invoice in respect of making the relevant taxable supply thereof. If you are required to deduct or withhold any taxes from such payments, you shall pay Volt such additional amount as will, after such deduction or withholding has been made, leave Volt with the same amount as it would have been entitled to receive had no such deductions and withholding been made.
    6. All Charges payable to Volt under this Agreement will be paid in full without any set-off, counterclaim, exception, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law). The Charges are non-refundable.
    7. If you fail to make payment in accordance with this clause 13 then Volt will be entitled to charge interest at a rate of 6% per year above the cash rate target of the Reserve Bank of Australia until payment compounded on a monthly basis.
13. INTELLECTUAL PROPERTY
    1. All Intellectual Property Rights belonging to a Party prior to the execution of the Agreement or created by a Party independently of the Agreement will remain vested in that Party. In the event that any Intellectual Property Rights arise out of the joint efforts of the Parties, those rights will vest in Volt unless otherwise agreed in writing.
    2. Volt owns all Intellectual Property Rights in the Volt Solution and the Documentation together with the Intellectual Property Rights in any improvement, enhancements, adaptation or development (“Improvement”) of the same (irrespective of who makes such Improvement).  Should you make an Improvement you will transfer all relevant Intellectual Property Rights to Volt and will sign or procure the signature of any documentation needed to effect such a transfer.
    3. Volt hereby grants you a non-exclusive, worldwide, royalty free, non-transferable and non-sub-licensable licence to use the Volt Solution and the Documentation for the Term of this Agreement.
    4. You shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of you Data provided to Volt by or on behalf of you.
    5. You confirm you have and will maintain all rights and consents necessary to provide Merchant Data to Volt for the purposes set out in this Agreement.
    6. Volt shall not acquire any right, title or interest in or to your Data and you shall not acquire any right, title or interest in or to the Aggregated Data.
    7. You hereby grant Volt a limited, non-exclusive, royalty-free, non-transferable licence together with the right to grant sub-licenses to its sub-contractors, to collect, store, aggregate, analyse or otherwise process and use you Data to facilitate Volt to:
       1. perform its obligations under this Agreement and to create Aggregated Data;
       2. address security and operational issues concerning the Volt Solution; and
       3. improve and develop existing services, technologies, products and/or software and developing new services, technologies, products and/or software, provided that any personal data needed for the above purposes is anonymised or pseudonymised.
    8. You agree that Volt may use Aggregated Data for its internal purposes and share such Aggregated Data with third parties, as long as doing so does not disclose or otherwise identify you or any Authorised User.
    9. you warrant and represent that Volt’s and its sub-contractors’ use of the Data provided by you to Volt in accordance with the rights granted under this Agreement will not:
       1. infringe the rights of any third Party;
       2. breach any laws or regulations;
       3. give rise to any cause of action against Volt or its sub-contractors, in each case in any jurisdiction and under any applicable law.
    10. If Volt is requested by you to install Third Party Content on its system, you warrant and represent you hold all such consent and license necessary to permit such installation and it holds Volt harmless from any loss, cost or damage howsoever incurred from the breach of such warranty and representation.
    11. You grant Volt a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the Volt Solution any enhancement requests or feedback provided by you.
14. VOLT BRANDING 
     
    1. Unless agreed otherwise in the Order Form, you shall include the Volt Branding on your Merchant Website as set out in the Brand and Style Guidelines.
    2. Subject to your compliance with clauses 14.3 to 14.8 inclusive, Volt hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Volt Branding during the term of this Agreement, to:
       1. include the Volt Branding on your Merchant Website to advertise to Authorised Users the option to pay for Merchant Products and Services using the Payment Initiation Service;
       2. to generally market the Payment Initiation Service as part of the payment methods that you offers to its customers; and
       3. at all times in compliance with the Brand and Style Guidelines and any other specifications, standards and directions relating to the Volt Branding as notified in writing by Volt from time to time.
    3. You shall ensure that its use of the Volt Branding shall in no way reduce or diminish the reputation, image and prestige of the Volt Branding. You shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Volt Branding or the reputation or goodwill associated with the Volt Branding, Volt or any Volt Affiliates, or that may invalidate or jeopardise any registration of the Volt Branding.
    4. You shall not use in its business any other trade mark confusingly similar to the Volt Branding and shall not use the Volt Branding or any word confusingly similar to the Volt Branding as, or as part of it, its corporate or trading name, or as part of any domain name.
    5. You shall not apply for, or obtain, registration of:
       1. the Volt Branding for any goods or services in any country; and/or
       2. any trade or service mark in any country which consists of, or comprises, or is confusingly similar to the Volt Branding.
    6. You shall immediately notify Volt in writing giving full particulars, if any of the following matters come to its attention:
       1. any actual, suspected or threatened infringement of Intellectual Property Rights in the Volt Branding;
       2. any actual or threatened claim that Intellectual Property Rights in the Volt Branding are invalid;
       3. any actual or threatened opposition to Intellectual Property Rights in the Volt Branding; and/or
       4. any other form of attack, charge or claim to which the Intellectual Property Rights in the Volt Branding may be subject, and shall not make any admissions relating to these matters, other than to Volt, and shall provide Volt with all assistance that it may reasonably require in the conduct of any claims or proceedings.
    7. Volt makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Volt Branding nor as to whether the same infringe on any Intellectual Property Rights of third parties.
    8. Volt may at any time and for any reason, require you to change any use of the Volt Branding (and/or remove/replace any Volt Branding), in which case you shall promptly do so.
15. CONFIDENTIALITY OBLIGATIONS
     
    1. The Parties expect that Confidential Information of each Party may be disclosed to, learnt, developed or otherwise acquired by the other.
    2. The Receiving Party will treat and keep all Confidential Information of the Disclosing Party as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.
    3. Clause 15.2 will not apply to the extent that the Receiving Party needs to disclose the Confidential Information of the Disclosing Party to any of its Group, or any Subcontractor in order to fulfil its obligations, exercise its rights under this Agreement or to receive the benefit of the Services, provided always that the Receiving Party will ensure that every person to whom disclosure is made pursuant to this clause 15 uses such Confidential Information solely for such purposes, and complies with this clause 15 to the same extent as if it were a Party to this Agreement.
    4. Clause 15.2 will not apply to any Confidential Information to the extent that:
       1. such Confidential Information is in the public domain at the Effective Date, or at a later date comes into the public domain, where such Confidential Information has come into the public domain other than as a result of breach of this Agreement;
       2. the Receiving Party can show that such Confidential Information was known to it before receipt pursuant to this Agreement, and had not previously been obtained or otherwise learnt under an obligation of confidence;
       3. the Receiving Party obtains or has available to it, such Confidential Information from a source other than the Disclosing Party without breaching any obligation of confidence;
       4. such Confidential Information is required by Applicable Law, or any competent regulatory authority or recognised stock exchange to be disclosed by the Receiving Party provided that the Receiving Party will, where not prohibited, give to the Disclosing Party prompt notice of such request and the opportunity to oppose such disclosure or obtain a protective order at its request;
       5. the Receiving Party can show such Confidential Information was independently developed or created by or on behalf of itself or any member of its Group otherwise than in connection with this Agreement, without the aid of any personnel who have or have had access to the Disclosing Party’s Confidential Information; or
       6. Information which the Disclosing Party confirms in writing is not required to be treated as Confidential Information.
    5. Each Party as a Receiving Party agrees to implement and maintain reasonable security measures to safeguard the Disclosing Party’s Confidential Information from unauthorised access, use or disclosure and to ensure proper and secure storage of all Confidential Information and any copies thereof. Such measures will be at least the same standard, whichever is the higher, as:
       1. the Receiving Party keeps its own Confidential Information; or
       2. the standard reasonably accepted as in line with the practices practiced in the same market.
    6. The Receiving Party will not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
    7. Upon the termination or expiration of this Agreement or otherwise at the request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all documents or materials in its control, custody or possession which contain, reflect, incorporate or are based on the Disclosing Party’s Confidential Information and not retain any copies, extracts or other reproductions thereof or will at the request of the Disclosing Party destroy all of the Disclosing Party’s Confidential Information (erasing all Confidential Information from its computer systems or which is stored electronically) and certify in writing to the Disclosing Party that it has complied with the requirements of this clause.
    8. The obligations laid down in this clause 15 will remain the responsibility of each of the Parties, even after the termination or expiration of the Agreement on any ground, for the period of 5 (five) years from the said termination or expiration. With reference to any Confidential Information expressly identified as a trade secret, confidentiality obligations will extend indefinitely until a time when such information ceases to be a trade secret.
    9. Notwithstanding the provisions of this clause 15, you agree that Volt shall be entitled to include your name and standard logo (as published by you) in Volt’s list of customers on its website and in its promotional materials. Volt shall be entitled to use such list and promotional materials freely in its commercial efforts. Any other use of your name, logo or information shall only occur with your prior written approval.
16. DATA PROTECTION
     
    1. In this clause 16, the terms "controller", "data subject", "personal data" and "processing" shall have the meaning given in Data Protection Legislation.
    2. The Parties acknowledge and agree that, except as set out at clause 16.6, each is a separate data controller in respect of personal data which is shared and processed by the Parties pursuant to this Agreement relating to each Party’s personnel and Authorised Users.
    3. Each Party shall, and shall procure that its personnel and agents to comply with:
       1. Data Protection Legislation when it processes personal data in connection with this Agreement; and
       2. good industry practice relating to data protection, and implementation and maintenance of information security policies, processes and back-up systems.
    4. You shall provide each member of its personnel whose personal data is provided to Volt a copy of Volt’s privacy notice, located at https://au.volt.io/legal/user-privacy/.
    5. Without limitation to clause 16.3 the Parties agree to:
       1. only process the data for the purposes agreed between the Parties from time to time, namely the fulfilment of each Party’s obligations under this Agreement and the provision of the Services to Authorised Users;
       2. ensure that all data subjects are notified, in a manner that complies with Data Protection Legislation, about the nature of the data being shared, the type of recipient that will be receiving the personal data and the nature of the activities that will be carried out by the respective parties;
       3. ensure that the personal data they share is accurate and, where necessary, kept up to date;
       4. respond to requests or notices from data subjects as required as a data controller and, where a request or notice received by a Party relates to the other Party's processing, notify the data subject that the other Party is a separate data controller and that the data subject should contact the other Party separately if he or she wishes to send a notice or make a request to that Party;
       5. notify the receiving Party without undue delay where it receives a request from a data subject that might reasonably be expected to affect the receiving Party's data processing;
       6. notify the receiving Party as soon as reasonably practical (in writing with full details) if it suspects or becomes aware of any breach of security of personal data, or loss or corruption or deletion of, or damage to personal data which has been shared with the receiving Party where this has the potential to cause business disruption or reputational damage to the receiving Party; and
       7. ensure that personal data will not be kept for longer than necessary and will be destroyed in an appropriate manner when no longer required.
          
          Data Processor Obligations
           
    6. In certain circumstances, Volt may act as a data processor on behalf of you in relation to certain activities (“Processing Activities”) where it procures or provides data processing services on behalf of you as set out at clause 16.2 (the “Processing Services”).

    7. The table below sets out the subject matter and the duration of the processing, the nature and purpose of the processing under this Agreement, the types of Merchant Personal Data that Volt will process and the categories of data subject whose personal data is processed:
        

       Required details	Description
       Subject matter	The provision of the Services to you.
       Duration of processing	The Term of this Agreement plus the period following the expiry or termination of this Agreement until the destruction or return of all Merchant Personal Data in accordance with the requirements of this Agreement.
       Nature and purpose of the processing	We will process Merchant Personal Data for the purpose of providing the Services to you in accordance with the terms of this Agreement.
       Data subjects	a. employees, temporary workers or contractors of you or your Affiliates; b. customers of you or your Affiliates; and/or; c. employees, temporary workers or contractors of (i) third party   suppliers to you and/or your Affiliates; and (ii) corporate customers of you and/or your Affiliates.
       Categories of data	Full name, email address, home address,phone number, mother’s maiden name, full date of birth, user names combined with passwords, location information, cookies and online identifiers, security questions plus answers, unique financial identifiers (e.g. credit card number), scanned or photocopied images of passports or driving licenses.
       Special categories of data (if applicable)	n/a

    8. Where you appoint Volt as its data processor for the purposes of providing the Processor Services as indicated in clause 16.2, it authorises Volt to sub-contract such processing to third parties provided that such sub-contracting complies with clauses 16.6 to 16.9 of this Agreement.
    9. Where Volt acts as a data processor, it undertakes to you that it shall comply with this Agreement, and that it shall only process personal data shared as part of a Processing Activity as a data processor. In particular, Volt shall:
       1. process the personal data only in accordance with written instruction from you (as set out in this Agreement or as otherwise agreed between the Parties) and not for Volt’s own purposes, unless the Parties agree that Volt acts as a data controller for certain data processing (in which case, clauses 16.1 to 16.5 inclusive shall apply to those activities). If Volt is required to process the personal data for any other purpose by European Union or Member State law to which it is subject, it shall inform you of this requirement before the processing, unless that law prohibits this on important grounds of public interest;
       2. notify you if, in Volt’s opinion, an instruction for the processing of personal data given by you infringes applicable Data Protection Legislation;
       3. taking into account the nature of the processing, assist you by appropriate technical and organisational measures and in so far as it is possible, in fulfilling your obligations to respond to requests from data subjects exercising their rights;
       4. taking into account the nature of the processing and the information available to Volt, assist you in ensuring compliance with the obligations pursuant to Data Processing Legislation (including Articles 32 to 36 of the GDPR);
       5. implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected and the nature of the processing;
       6. ensure that personnel required to access the personal data have committed to keep personal data confidential and comply with the obligations set out in this clause 16 or are under an appropriate statutory obligation of confidentiality;
       7. at the end of the Processor Services, upon your request, securely destroy or return personal data to you and delete existing copies (unless Data Protection Legislation requires or permits Volt to continue storing the personal data, or the personal data is otherwise held by Volt as a data controller in accordance with this Agreement); and
       8. allow you and its respective auditors or authorised agents to conduct audits or inspections during the term of the Agreement which will include providing reasonable access to the premises, resources, and personnel, Volt or Volt’s sub-contractors used in connection with the provision of the Processor Services, and provide all reasonable assistance in order to assist you in exercising its audit rights under this clause 16.9.8. The purposes of an audit pursuant to this clause 16.9.8 include verifying that Volt and its sub-contractors are processing personal data in accordance with the obligations under this Agreement and applicable Data Protection Legislation. The scope, timing and cost of any audit to be carried out under this clause shall be agreed in writing by the Parties in advance.
    10. If Volt becomes aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that Volt processes in the course of providing the Processor Services, it shall notify Volt without undue delay.
    11. Volt must not give access to or transfer any personal data to any third party (including any affiliates, group companies or sub-contractors) without the prior written consent of you. You consent to Volt appointing sub-contractors as necessary to perform the Processor Services and as listed in the table at clause 16.2 subject to clauses 16.7, 16.8, 16.9 and 16.10 below.
    12. Where you do consent to Volt engaging a sub-contractor to carry out any part of the Processor Services, Volt must:
        1. ensure the reliability and competence of the third party, its employees and agents who may have access to the personal data and must include in any contract with the third party provisions which are the same or substantially similar to those in this clause 16 and as are required by applicable Data Protection Legislation; and
        2. inform you of any intended changes concerning the addition or replacement of any sub-contractors, and you shall have the right to object to, and prevent, any such addition or replacement of subcontractors within such class.
    13. For the avoidance of doubt, where a third party fails to fulfil its obligations under any sub-processing agreement or any applicable Data Protection Legislation, Volt will remain fully liable to you for the fulfilment of Volt’s obligations under this clause 16.
    14. Volt shall transfer personal data outside Australia, including holding such data in the EEA.  Volt will not transfer the personal data outside Australia and the EEA without the prior written consent of you and by taking such steps as may reasonably be requested by you on an ongoing basis to ensure there is adequate protection for such personal data in accordance with applicable data protection laws. Each party gives its approval, in this Agreement, to transfers of personal data which are within Australian and the EU Equivalent Protection Area, and also to Volt entering into Standard Contractual Clauses (in the form adopted pursuant to the Data Protection Legislation, or as subsequently replaced, and with Appendices substantially in the form of the table set out at clause 16.2) with a relevant sub-contractor on your behalf in order to provide adequate protection for such personal data.
    15. If the European Commission lays down, or an applicable supervisory authority adopts, standard contractual clauses for the matters referred to in Article 28(3) and Article 28(4) of the GDPR pursuant to Article 28(7) or Article 28(8) of the GDPR (as appropriate) and the parties agree that they wish to incorporate any element of any such standard contractual clauses into this Agreement, the parties shall enter into appropriate discussions to agree to such changes to the Agreement as are reasonably required.
    16. Volt shall not perform its obligations under this clause 16 in such a way as to cause you to breach any of its obligations under applicable Data Protection Legislation.
17. INDEMNITIES
    1. You indemnify and hold Volt, its Affiliates and sub-contractors harmless against any and all damages, claims, actions, proceedings, losses and reasonable costs (including legal fees) and expenses arising from any third party claims or actions arising out of or in connection with:
       1. you or your Authorised Users’ use (or misuse) of the Volt Solution in breach of this Agreement;
       2. breaches of this Agreement and of any Applicable Law by you; and/or
       3. your Products and Services.
    2. You shall give Volt prompt notice of any contact from regulatory or law enforcement authorities which may invoke the provisions of clause 17.1.
    3. Subject to the provisions of this clause 17.3, clause 17.4 and clause 17.5, Volt shall indemnify you and hold you harmless in respect of all damages and reasonable costs (including court costs and legal fees) awarded by a court of competent jurisdiction arising directly from any claim that your use of the Services or access to the Volt Solution and/or Documentation infringes a third party’s intellectual property rights (an “IPR Claim”) provided that:
       1. you shall give Volt prompt notice of any actual or threatened IPR Claim;
       2. you shall not admit any liability or agree to any settlement or compromise of an IPR Claim without the prior written consent of Volt;
       3. Volt shall be entitled at any time to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim);
       4. you shall, at Volt's request, cost and expense, give Volt all reasonable assistance in connection with the conduct of the IPR Claim (including taking such steps as is necessary to enable Volt to assume conduct of the IPR Claim pursuant to clause 17.3.3); and
       5. you take all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this clause 17.3.
    4. If any IPR Claim is made, or in Volt's reasonable opinion is likely to be made, against you, Volt may at its option and expense:
       1. obtain for you the right to continue using the Volt Solution in the manner permitted under this Agreement; or
       2. modify or replace the infringing part of the Volt Solution so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Volt Solution; or
       3. terminate this Agreement immediately by providing written notice to you.
    5. Under no circumstances shall Volt be liable to you under clause 17.3 or 17.4 (or otherwise) to the extent that the infringement (whether actual or threatened) is based on: (a) any changes, modifications, updates or enhancements made to the Volt Solution other than by Volt; (b) any use of the Volt Solution by you in a manner contrary to Volt's instructions and/or in breach of this Agreement; or (c) your use of the Volt Solution after notice or becoming aware of the actual or threatened IPR Claim.
18. LIMITATION OF LIABILITY
     
    1. Nothing in this Agreement shall limit or exclude either Party's liability to the other for:
       1. any liability arising under any indemnity provided under this Agreement;
       2. death or personal injury caused by negligence;
       3. fraud or fraudulent misrepresentation by it or its employees; or
       4. any other liability that cannot be excluded or limited by Applicable Law.
    2. Subject to clause 18.1 neither Party shall be liable to the other whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise, even if such Party has been advised of the possibility thereof, for:
       1. any loss of profits, loss of business, loss of savings, depletion of goodwill and/or similar losses or any loss of corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or
       2. any special, indirect, exemplary, punitive, incidental or consequential loss or damage whatsoever.
    3. Provided that Volt has performed its obligations under this Agreement, Volt shall have no liability to you if you fail to receive any amount into your bank account.
    4. Subject to clauses 18.1 and 18.2 and 18.3 the maximum aggregate liability of each Party to the other under or in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise, shall not exceed:
       1. in relation to any event or series of events giving rise to a claim during a Contract Year, an amount equal to the total amount of Charges received by Volt under this Agreement from you in the relevant Contract Year (to be ascertained at the end of the relevant Contract Year); and
       2. in relation to all events or series of events giving rise to a claim which occur after the end of the Term, an amount equal to the total Charges received by Volt from you under this Agreement in the last complete Contract Year prior to the termination of this Agreement.
    5. For the purposes of this clause 18a “Contract Year” means any twelve (12) month period commencing on the Effective Date and any anniversary of that date, and a claim will fall within a particular Contract Year where the event which is the basis of the claim or the first event in a series of events forming the basis of the claim occurred during that Contract Year.
19. TERM AND TERMINATION
     
    1. This Agreement will commence on the Effective Date and will continue in force unless terminated in accordance with this 19 for an initial term of two (2) years ("Initial Term") at the end of which the Agreement will automatically renew for a further twelve months unless either Party has served prior written notice of termination of at least sixty (60) days at the end of the extension term and subsequent extension terms the same renewal process will occur.
    2. Without prejudice to any other rights pursuant to the law and this Agreement, if either Party is in material breach of any term of this Agreement, the other Party will have the right to terminate the Agreement with immediate effect, at its discretion, if such breach is irremediable or (if such breach is remediable) if the other Party  fails to remedy such breach within fourteen (14) days of written notice via registered mail of any such breach.
    3. Either Party may by written notice to the other Party immediately terminate this Agreement where the other Party is subject to an Insolvency Event.
    4. Volt may terminate this Agreement immediately on written notice where it deems it necessary to do so for compliance with regulation and Applicable Laws.
    5. Volt may terminate this Agreement and/or suspend your access to and use of the Volt Solution, Volt API and Volt Branding immediately if:
       1. you fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
       2. you fail to use Volt’s E-Money Account service as intended and your E-Money account is dormant for at least ninety (90) days;
       3. Volt is instructed to terminate this Agreement by a Regulatory Body (or any other person appointed by them) including if the Regulatory Body (or any other person appointed by them) is no longer in a position to effectively supervise Volt;
       4. Volt believes (in its sole discretion) that by continuing to provide the services under this Agreement Volt would be in breach of AML Laws or you have failed to provide any information requested by Volt under Clause 3.3 within thirty (30) days of the date of request;
       5. there has been a material increase in the risk profile of you since KYC Checks were carried out (or updated);
       6. Volt has reasonable grounds to suspect that: (i) you may be breaching any Applicable Laws or regulations with respect to its activities under this Agreement; or (ii) you are engaged (or will be engaged) in activities that can harm the reputation of Volt;
       7. in Volt's reasonable opinion, it is required to prevent any imminent threat to the security of the Volt Solution and/or Volt API; or
       8. the cooperation between Volt and any Technical Service Provider involved in the provision of the Payment Initiation Service ceases or is terminated for any reason, unless Volt represents that it has entered into another agreement with an alternative third-party technical service provider (that is licensed or otherwise authorised in Australia to provide the Payment Initiation Service) which shall enable Volt to continue providing the Volt Solution. In the latter case, the parties may renegotiate the terms of this Agreement which may need to be modified according to the new circumstances.
20. CONSEQUENCES OF TERMINATION AND EXPIRATION 
     
    1. The Parties agree that in case of the expiration or termination of this Agreement for any reason:
       1. you will pay before the expiration or termination date any outstanding unpaid Charges upon receipt of the relevant invoice;
       2. Volt will not delete the existing Merchant Data until the Retrieval Period or the Transfer Period under clauses 20.1.3 and 20.1.4 have expired;
       3. upon request of you to be sent within 15 days after the termination or the expiration date, you will be entitled to retrieve Merchant Data stored on the System in a structured and widely-used format, capable of ensuring portability of Merchant Data, for a period of 30 days after the expiration or termination date ("Retrieval Period"). Should Volt be requested to assist the retrieval process it will be entitled to charge you for its reasonable costs in doing so;
       4. upon request of you to be sent within 15 days after the expiration or termination date, Volt, at your expense, will transfer Merchant Data in the format under clause 20.1.3 to you or to any third party designated by you within the agreed timing ("Transfer Period");
       5. once the Retrieval Period has expired, or upon completion of the Transfer Period, Volt  will definitively destroy copies of, and erase, all Merchant Data stored in the System and all storage media and provide proof thereof to you within 30 days following the expiration of the Retrieval Period or the Transfer Period, as applicable. You have the right to ask the deletion of Merchant Data without any retrieval or transfer of Merchant Data;
       6. at Volt’s request, you will return or erase any Volt Content, Documentation, data or Software delivered or licensed to you for the purposes of providing the Volt Solution;
       7. the Parties may agree any other possible activities or services connected with the expiration or termination of this Agreement upon the mutual agreement of the Parties on the terms and conditions of such activities.
    2. Without prejudice of clause 20.1, in case of termination or expiration of the Agreement the following provisions will apply:
       1. the rights, remedies, obligations or liabilities of either Party which have accrued up to the date of termination or expiry, will not be affected;
       2. you will stop any use of and immediately return to Volt any equipment, material, Software, Documentation or Confidential Information of Volt and you will be responsible for their loss or for any damage occurred thereto up to the return to Volt. you may not withhold such delivery for any reason, including because a dispute is ongoing;
       3. all licenses granted under this Agreement will immediately terminate and you will immediately cease all use of the Volt Solution; and
       4. any provisions of this Agreement which expressly, or by implication, are intended to come into or remain in force on or after termination or expiry of this Agreement, will remain in full force and effect.
21. SUBCONTRACTING
    1. Volt may subcontract any or all of the Services under this Agreement to other members of Volt’s Group or to Subcontractors.
    2. Volt will use reasonable endeavours to procure that its Subcontractors comply with the terms of this Agreement and will be liable for any breaches of the obligations hereunder by such parties.
    3. Volt will:
       1. remain your sole point of contact regarding the Services, including with respect to payment of the Charges; and
       2. not disclose Confidential Information of you to a Subcontractor unless and until such Subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Volt under this Agreement.
    4. Notwithstanding the above, the Parties agree that while Volt may subcontract the performance of appropriate obligations to Amazon Web Services ("AWS") as an approved subcontractor, Volt’s liability to you for breaches of any such subcontracted obligations by AWS will in all circumstances be limited to such recovery as Volt achieves from AWS in respect of such breaches.
22. NOTICE
    1. Unless otherwise agreed, all communications between the parties shall be in the English language.
    2. Any notice sent by a party under this Agreement shall be sent by prepaid registered mail or by e-mail to the relevant contact persons set out in Clause 22.3, except that the following notices may not be delivered by e-mail:
       1. any notice of a dispute or terminating this Agreement;
       2. any notice under Clauses 24.2 (Force Majeure) or 23.5 (Updates to this Agreement), each a “Formal Notice”. 

    3. The details of the parties for the purpose of delivery of notices are as follows: 
       Volt
        

       For attention of	Legal Department
       Address	Level 22/25 Martin Place, Sydney NSW 2000
       Email	legal@volt.io

       
       Merchant
       As set out in the Order Form under the heading “Merchant details for notices”.

    4. Each party may alter the above details which relate to itself and must promptly notify the other party of any such change by a Formal Notice in accordance with this Clause 22. The change will take effect seven (7) days after the day on which the Formal Notice of the change is deemed to be delivered in accordance with Clause 22.5.
    5. A notice shall be deemed delivered on the date of recorded delivery for registered mail or one (1) Business Day after it has been sent by e-mail.
    6. The sender of a notice must:
       1. where the notice is delivered by email, send the notice as a pdf attachment and keep a saved sent copy of the email; or
       2. where the notice is delivered by recorded delivery or any equivalent postal service, keep a receipt issued by the relevant postal service.
23. GENERAL PROVISIONS
     
    1. A party shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with this Agreement, or with any or all of its rights or obligations under this Agreement, except:
       1. to a related body corporate; or
       2. otherwise, with the prior written consent of the other party (such consent not to be unreasonably withheld).
    2. Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except, in the case of you, payment of the Fees) if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (including, in the case of Volt, its own workforce), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of suppliers or sub-contractors. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, either Party may terminate this Agreement by giving twenty (20) days' written notice to the other Party.
    3. Volt may audit your compliance with this Agreement and you shall provide all reasonable assistance and information to Volt necessary to enable Volt to conduct such audits, including to establish that the Volt Solution is only being accessed and used in accordance with this Agreement.
    4. Where you receive any complaint from an End User in relation to any Service provided by Volt to an End User, you shall:
       1. within one (1) Business Day of receipt refer the End User to support@volt.io raise a complaint with Volt;
       2. promptly inform the End User in a response (which shall be subject to Volt's sign-off (acting reasonably) prior to it being sent to the End User) of why the Complaint has been forwarded to Volt, and include Volt's contact details in such response; and
       3. provide to the End User with any transaction reference and all cooperation reasonably required by Volt in order to resolve the Complaint and achieve the best possible outcome for all parties.
    5. Volt may amend this Agreement from time to time by providing thirty (30) days’ prior notice to you (an “Update Notice”). Any changes to this Agreement will be binding on you from the date set out in the Update Notice. If you do not agree to the changes to this Agreement as identified in an Update Notice, you may terminate this Agreement by providing written notice to Volt in advance of the date on which the amendments would become binding. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Volt Solution and/or receiving Services, you agree that it consents to any such changes to this Agreement.
    6. Except as otherwise expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.  Volt and you may agree to rescind or vary this Agreement without the consent of any other person or entity. Except as provided above, this Agreement is not intended to be for the benefit of and shall not be enforceable by any third party.
    7. Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement will not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance will not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach will not operate as a waiver of any subsequent breach. No waiver in connection with this Agreement will, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the Party granting it and is communicated to the other Party.
    8. This Agreement (together all Schedules and other documents referred to herein) constitutes the entire agreement between the Parties and, to the extent permissible by law, it supersedes any and all prior agreements, understandings, promises, warranties and representations made by each to the other concerning this subject matter. The Schedules and other documents referred to herein will be governed by the terms and conditions of this Agreement as well and made a part hereof.
    9. Each Party confirms that in entering into this Agreement it does not rely on any oral or written statement, collateral or other warranty, assurance, undertaking promise or representation made by the other Party (“Pre-Contractual Statements”) other than those as are set out expressly in this Agreement. Each Party waives all rights and remedies which might otherwise be available to it in relation to any Pre-Contractual Statement provided that nothing shall exclude or limit the liability of either Party arising out of any pre-contractual fraudulent misrepresentation of from fraudulent concealment.
    10. Should any provision of this Agreement be deemed unenforceable, invalid or illegal, the remaining provisions will nevertheless continue in full force and effect. The remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The Parties further agree that any such illegal, invalid or unenforceable provisions will be deemed replaced with valid, legal and enforceable provisions that achieve, to the extent possible, the business purposes and intent of such invalid, illegal or unenforceable provisions.
    11. Volt is providing the Services as an independent contractor. Nothing herein contained will be deemed to create an agency, joint venture, partnership or fiduciary relationship between the Parties hereto. Neither Party may bind the other to any agreement with anyone else based upon this Agreement.
    12. Unless otherwise expressly stated in this Agreement, all remedies provided in this Agreement based on a Party's failure of performance will be cumulative and in addition to all other remedies.
    13. This Agreement and any dispute or claim arising out or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with Australian law.
    14. The Parties agree that the courts of New South Wales, Australia shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims)

SCHEDULE 1 - DEFINITIONS AND INTERPRETATION

1. The following interpretation rules apply:
    
   1. a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
   2. the Schedules hereto form part of this Agreement and will have effect as if set out in full in the body of this Agreement;
   3. a reference to a "company" will include any company, corporation or other corporate body, wherever and however incorporated or established;
   4. unless the context otherwise requires, words in the singular will include the plural and words in the plural will include the singular;
   5. a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement;
   6. a reference to "writing" or "written" includes e-mail;
   7. any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
   8. any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the preceding phrase.

"Account Information" means, in relation to an Authorised User, information on one or more Payment Accounts held by that Authorised User with a Payment Service Provider or with more than one Payment Service Provider, including (but not limited to) such information set out in Schedule 1; 

AML/CTF Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth); 

AML/CTF Laws means the AML/CTF Act or AML/CTF Rules as the context requires; 

AML/CTF Rules means the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No.1) (Cth); 

"Applicable Laws" means legislation, regulations, codes of practice, guidance and other requirements of any relevant government, governmental, regulatory or other relevant body;  

"ASPSP" means a third-party payment account servicing payment services provider;  

"Authorised Users" means those persons who are authorised by you to use the Volt Solution and the Documentation in accordance with this Agreement;   

"Brand and Style Guidelines" means the brand and style guidelines relating to the Volt Branding notified to Merchant by Volt, as may be updated by Volt from time to time; 

"Business Hours" means between 8.00 am and 6.00 pm during Working Days; 

“Circuit Breaker" is the anti-fraud tool which Volt provides to you via the Fuzebox Portal, as the same may be updated from time to time whose specification and more particular description is available at https://docs.volt.io/circuit-breaker/ as the same may be updated from time to time; 

"Charges" means collectively the charges payable by you to Volt set out in the Order Form;  

"Confidential Information" means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after this Agreement by or on behalf of the disclosing Party (hereinafter, "Disclosing Party") to the receiving Party (hereinafter, "Receiving Party") in writing, orally, through visual means, or by the Receiving Party’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the Effective Date of this Agreement, owned or controlled by the Disclosing Party. Confidential Information will include i) Merchant Data; ii) the Charges and any applied discount, and, iii) the trade secrets, discoveries, know how, designs, specifications, drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, object or machine codes, source codes, computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information, and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the Parties’ customers, which is of a confidential nature; iv) all the information under point iii concerning or related to the Group of the Disclosing Party; 

"Controller" or "Data Controller" means the natural or legal person, public authority, organisation, agency or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data; 

"Corporations Act" means the Corporations Act 2001 (Cth); 

"Data Protection Legislation" means the GDPR, the Directive on Privacy and Electronic Communications 2002/58/EC and national data protection laws and regulations enacted under those laws or otherwise, (including the UK Data Protection Act 2018 and UK Privacy and Electronic Communications Regulations 2003), the Australian Privacy Act 1988 (Cth) and any successor laws and regulations as amended from time to time and any and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities; 

"Data Subject" means an identified or identifiable person to whom the Personal Data relate; 

"Documentation" means all and any user specifications, guides and operating or other similar manuals and/or documentation, provided in hard copy or soft copy, necessary to enable you to make full and proper use of the Volt Solution and/or the Services; 

"Effective Date" means the date of this Agreement; 

“Electronic money” means electronically (including magnetically) stored monetary value as represented by a claim on a provider of payment services for the purpose of making payment transactions to another person.  

“Electronic money account” or "E-Money account" means an account where Electronic Money is stored. 

 “End User Terms of Service” means those terms of service between Volt and the End User in respect of the Payment Initiation Service; 

“External Account” means any payment account (for instance, a bank account) that is not an E-money account; 

“E-money Services” means a NCPF involving the issue of Electronic Money to a holder's E-money account and related payment services;  

“Fuzebox Portal” means Volt’s software application described at https://docs.volt.io/fuzebox/; 

"GDPR" means, in each case to the extent applicable to the processing activities: (i) Regulation (EU) 2016/679; and (ii) the UK GDPR, as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;  

"Group" means in relation to each Party, means that Party, its subsidiaries, its holding companies and every subsidiary of each such holding company from time to time;  

GST has the meaning given to that expression in the GST Act; 

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth); 

"Insolvency Event" means with respect to either Party, that such Party: (a) its winding up, liquidation or provisional liquidation; (b) the appointment of an administrator under the Corporations Act; (c) the appointment of a Controller or analogous person to it or any of its property; (d) being deregistered as a company or other body corporate or otherwise dissolved; (e) being unable to pay any of its debts as and when due and payable or being deemed to be insolvent under any Law; (f) seeking protection from its creditors under any Law or entering into a compromise, moratorium, assignment, composition or arrangement with, or for the benefit of, any of its members or creditors; (g) it otherwise becomes a Chapter 5 body corporate, as defined in the Corporations Act; (h) an analogous event or circumstance to any listed above occurs in any jurisdiction; (i) suspending or threatening to suspend payment of its debts as and when they become due; (j) ceasing or threatening to cease to carry on business; or (k) taking any step or being the subject of any action that is preparatory to, or reasonably likely to result in, any of the above; 

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and proprietary rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; 

"Merchant Data" means any and all data, information and content which is i) uploaded, stored or installed by you and/or any Authorised User onto the System or ii) created, realised or developed by you while using the Volt Solution, including, data, information, software, data-base, documents, pictures, images, photographs, text, files, music, video; 

“Merchant Website” means the website and its subdomains, mobile application or similar related platforms or interfaces as identified in the Order Form under the heading “Merchant Website” through which you, following the successful completion of the Integration in accordance with this Agreement, enable Authorised Users to use the Payment Initiation Service;  

"NCPF" means a non-cash payment facility as defined in the Corporations Act;   

"Order Form" means a document setting out the commercial terms and any special terms upon which Volt provides the Volt Solution to you;  

"Party" means you or Volt (together "Parties"); 

"Payment Initiation Service" means the payment initiation services  which Volt is providing to the Authorised Users for the purposes of enabling such Authorised Users to pay for Merchant Products and Services via the Volt Solution, as described in the Services Schedules; 

“Payment Services Provider” and “PSP” means a provider of payment services, including without limitation, credit institutions, electronic money institutions and payment institutions, as defined in the relevant laws and regulations;  

 “Payment Transaction” means an act, initiated by the payer or recipient, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the recipient; 

"Personal Data" means any information relating to an identified or identifiable natural person (as defined pursuant to Article 4(1) of the Regulation (EU) 2016/679 - General Data Protection Regulation) and any personal information within the meaning of the Privacy Act 1988 (Cth). This includes information that can be linked, directly or indirectly, to a natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or using all means which can reasonably be used by the Data Controller or a third party to identify a natural person (e.g. one or more factors specific to his physical, physiological, mental, economic, cultural or social identity); 

"Processing of Personal Data" means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction; 

"Processor" or "Data Processor" means the natural or legal person, public authority, agency or any other body which processes Personal Data on behalf of Controller and according to its written instructions; 

"Regulatory Body" means any person or professional body or law enforcement agency anywhere in the world having regulatory, supervisory or governmental authority (whether under a statutory scheme or otherwise) to regulate, investigate or influence all or any part of the Volt Solution (or any other services provided by Volt under this Agreement) or all or any part of the businesses, assets, resources, operations or employees of Volt and/or you, including the Australian Securities and Investments Commission, UK Financial Conduct Authority or a supervisory body; 

"Rules" means (where you are using Circuit Breaker) the rules according to which payments will be initiated by Volt following a request from an Authorised User, as configured by you using Circuit Breaker; 

“Security and Log-in Details” mean the log-in details, passwords, personal identification number or any other identification or security features relating to an Authorised User’s use of an E-money account; 

“Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed. 

"Services" means the services to be provided by Volt to you under this Agreement; 

"Successful Information Receipt" means information provided by the ASPSP as requested by Volt. 

"Software" means the software and online services applications used by Volt in delivering the Volt Solution; 

"Subcontractor" means any third party appointed by Volt to perform some activities of the Services in accordance with clause 21; 

"Successful Transaction" means any Transaction in respect of which Volt notifies you that the status is “completed”; 

"Technical Service Provider" means a third-party technical service provider that is licensed to provide services in connection with the Payment Initiation Service;  

"Term" means the term of this Agreement; 

"Terms" means the terms and conditions for using Volt Solutions as outlined in the Schedules; 

"Third Party Content" means any and all content owned by a third party made available or provided by Volt to you through the Volt Solution including, without limitation, data, information, software (including open source software), data-base, documents, pictures, images, photographs, text, files, music, video; 

"Trademark" means any trademark, service mark, logo, trade, business or domain name;   

"Transaction" means any successful or attempted payment initiation made by an Authorised User using the Volt Solution to pay for Merchant Products and Services;  

"Virus" means computer malware, including any software, code, file or program which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, or device or the user experience in relation to the same, including worms, trojan horses, viruses and similar things;    

"Volt API" means the application programming interface provided by Volt to you so that you can integrate the Volt Solution into your Merchant Website (the Volt API is an element of the Volt Solution);  

“Volt Branding” means the branding, logos and/or trade names (including all Intellectual Property Rights subsisting within such branding, logos and/or trade names) of Volt as set out in the Brand and Style Guidelines; 

""Volt Content" means any and all content made available by Volt to you through the System, including, without limitation, data, information, software, database, documents, pictures, images, photographs, text, files, music, video; 

"Volt Solution" means the solution provided by Volt to support the provision of the Services including the  Volt API, the Fuzebox Portal, Circuit Breaker and any Optional Services)  that, amongst other things, allows Authorised Users to initiate payments from their payment account to you to pay for goods and/or services and the Services; 

"Working Days" means any day which is not a Saturday or Sunday or a bank or public holiday in the countries from which the Services are performed. 

VOLT SERVICES TERMS

Australian NPP Service Terms

1. Provision of NPP Services
    
   1. Provision of Services
       
      1. Subject to the terms of this Schedule and this Agreement, Volt agrees to provide, or arrange to be provided, the NPP Services to the Merchant in accordance with the terms of this Agreement.
      2. The Merchant agrees that Volt will be its preferred provider for NPP Services.
      3. To receive NPP Services pursuant to this Agreement, the Merchant:
         1. authorises Volt to establish an account with NPPA; and
         2. consents to Volt facilitating the receivable payments on behalf of the Merchant.
      4. The Merchant acknowledges that by providing instructions to Volt, the Merchant authorises Volt to arrange for the transfer of funds to the recipient or accounts specified in accordance with the Merchant's instructions.
      5. This Schedule must be read together with this Agreement and any other Schedules for further services executed between the Merchant and Volt.
      6. This Schedule outlines processes and obligations that apply to the FIs on both sides of a Transaction (i.e. the Payee FI and Payer FI) for convenience. For any given Transaction, only the obligations applicable to our role in that Transaction will apply to us, and any obligations applicable to the other FI to that Transaction are to be interpreted as being included for information purposes only.
2. Commencement
   This Schedule shall commence on the latest of:
       a. the commencement date of this Agreement; and
       b. any other date agreed in writing between the Parties,
   and shall continue in force until terminated in accordance with this Agreement or this Schedule.
    
3. Nature of NPP Services
    
   1. NPP Services
      The NPP Services are as follows:
      1. NPP Payments: send and receive real time payments via Single Credit Transfer or OSKO in accordance with the NPP Procedures and NPP Regulations; and
      2. Other NPP related services as may be agreed to from time to time.
   2. MPS Solutions
       
      1. Volt will provide the Merchant MPS Solutions. MPS Solutions enable the Merchant to request, and a Customer to pre-authorise an NPP Payment, or a series of NPP Payments, in accordance with an Authorised Payment Mandate, and to amend, suspend, unsuspend, and cancel Authorised Payment Mandates.
      2. In respect of MPS Solutions, Volt does not hold any funds, as funds move directly from Payer to Payee.
   3. Contact Receivable Service
      When requested and generated by you, in accordance with this Schedule, you acknowledge and consent to the issue of a PayID and BSB and account number for each Contact Receivable that you create and provide you with the Contact Receivable Service which will identify each payment received from your Customers to your unique PayID and/or BSB and Account Number. Contact Receivable Services will be provided to you for the Fees set out in Schedule 5 to this Agreement.
4. Solution Specific Accounts
    
   1. Relevant accounts
       
      1. Volt utilises one or more Pass-through Accounts for the purposes of undertaking and processing Transactions and otherwise providing the solutions. It is not intended that funds remain in the Pass-through Account for any longer than is necessary to effect a Transaction.
      2. Volt may also utilise a Float Account within a Pass-through Account. Float Accounts are generally used for the purposes of remitting funds as initiated by the Merchant or a Customer’s Transaction instructions.
      3. The Merchant is not entitled to any interest or other compensation associated with any of the funds held in the Pass-through Account or Float Account.
      4. In order to comply with Applicable Law, Volt may initiate Transactions from the Float Account to other accounts if Volt determines that this is necessary to maintain the nature, purpose and intent of the Pass- through Account and Float Account. For example, if the Merchant appears to use the Float Account as a means to store funds.
   2. Merchant acknowledgements
      The Merchant acknowledges and agrees that:
       
      1. Volt has sole discretion over the establishment and maintenance of each Pass-through Account and Float Account;
      2. Volt will make credit and debit entries reflecting Transactions against the Float Account;
      3. Volt may debit funds in the Float Account towards satisfaction of the Merchant’s obligations in respect of Draw Downs described in clause 5.2 and the settlement of refunds described in clauses 5.3, in addition to its other rights under this Agreement;
      4. the Merchant must only send funds to Volt to settle a Transaction or other obligation under this Agreement and must not send any funds to Volt for the purpose of storage;
      5. funds in the Pass-through Account are not held on trust by Volt; and
      6. it has no legal or beneficial interest in any funds held in the Pass-through Account and its rights in connection with such funds are limited to a contractual obligation for Volt to transact an equivalent amount and currency of funds to enable settlement of a Transaction, subject to the terms of this Agreement. Volt only has a debtor-creditor relationship with the Merchant.
   3. Disclaimer
      Each of clauses 5.2 and 5.3 are subject to Applicable Law. In particular, where any funds are required to be held in any other capacity (for example, beneficially for the Merchant), Volt will:
      1. follow any mandatory requirements to the extent of any inconsistency with the other provisions of this clause 4; and
      2. seek to notify you of the difference in treatment, although a failure to do so should not be taken as a breach of this Agreement.
5. NPP Transactions
    
   1. General
      All Transactions must be fully funded and all payments must be made in accordance with this Agreement.
   2. Limitations and Draw Downs
       
      1. Volt may refuse to accept or process, or may require an indemnity from the Merchant or impose other conditions before accepting or processing, any NPP Transaction or series of NPP Transactions, where Volt suspects or has reasonable grounds to believe that to do so may result in a Transaction Dispute, Claim or circumstances warranting investigation (“Relevant Transaction Scenario”). This includes where, in Volt’s reasonable opinion, a NPP Transaction is for a person other than the Merchant or its Customer (as applicable).
      2. The Merchant acknowledges and agrees that in a Relevant Transaction Scenario, Volt may be required by a financial institution or other relevant third party to effect a Draw Down (or claim an indemnity from the Merchant) on account of the Relevant Transaction Scenario.
      3. Where a Draw Down occurs:
         1. Volt will notify the Merchant of the Draw Down that has occurred as soon as reasonably practicable;
         2. the relevant sum and any related Fees will be debited from the Transaction sum, where the Transaction has been initiated and the relevant funds are in the Pass-through Account or any other account Volt provides, where there are no such funds or there is a shortfall; and
         3. the Draw Down may be reversed if Volt receives evidence to its reasonable satisfaction that the relevant Transaction is valid, lawful and otherwise appropriate and this evidence is accepted by any relevant financial institution or other third party. Any Fees related to any Draw Down are not refundable by Volt even if a Draw Down is reversed.
      4. Any other indemnity under clause 5.2(b)  will be effected on such terms notified by Volt in writing.
      5. The Merchant must take all reasonable steps to ensure that Draw Downs do not exceed [0.5]% of the total NPP Transactions in any calendar month or such other threshold as notified by Volt from time to time. Where Draw Downs exceed [0.5]% of the total Transactions in any calendar month, Volt will notify the Merchant and the Merchant must reduce the level of Draw Downs within a 30 calendar day period. Failure by the Merchant to reduce the number of Draw Downs as required by this clause is grounds for suspension of the NPP Services by Volt, and is also a material breach of this Agreement.
   3. Refunds
      The Merchant acknowledges and agrees that Volt will only process a refund when it is fully funded by the Merchant. When a refund occurs, the refunded amount will be processed in accordance with Volt’s procedures.
       
6. MERCHANT RESPONSIBILITIES
    
   1. Merchant Responsibilities
      The obligation of Volt to provide, or arrange for the provision of, each of the NPP Services to the Merchant is subject to the Merchant performing the Merchant responsibilities contained in this clause 6.
   2. General Merchant Responsibilities
       
      1. The Merchant agrees that:
         1. it is the Merchant's responsibility to provide accurate, correct and complete information appears on each Item;
         2. Volt is not liable for any NPP Transaction to or from an incorrect Account as a result of making a payment in accordance with the instructions contained in an Item;
         3. it will process and provide to Volt any information regarding any dispute over an amount, and assist Volt in the resolution of any issue arising out of a solicited request;
         4. it must not attempt to initiate any NPP Transaction in excess of any reasonable limits set by Volt, from time to time; and
         5. on request from Volt, it must provide written confirmation of its compliance with this Agreement.
      2. The Merchant is responsible for:
         1. meeting the relevant NPP Participation Criteria, if applicable; and
         2. ensuring that any modifications to its systems will work with the Volt NPP Solution.
      3. The Merchant must:
         1. decide which optional NPP features to implement: and
         2. be prepared to perform impact analyses when new Overlays and releases to NPP software components are known.
      4. The Merchant must update its internal operations processes to support the NPP Services including when there are any future changes to the NPP Services.
7. Pass Through Expenses
    
   1. Volt shall be entitled, on an annual basis at 1 July each year, to increase the Fees proportionately in line with any increases in the CPI. Such increases, if any, are to be based on the 12-month period immediately preceding the relevant Fee increase.
   2. In the event that there is a change in applicable Law or a new applicable Law is introduced in Australia which has the effect of increasing Volt's direct costs of providing the Services to the Client, then Volt may increase its Fees. For the avoidance of doubt, this includes the introduction of a new tax.
   3. Volt must provide the Client with at least sixty (60) days’ notice in writing before any increase in Fees under clause 5.2(b) are to take effect. Such notice under this clause must also provide sufficient details justifying the increase in Fees.
   4. Volt shall be entitled to pass on the Pass Through Expenses to the Client. The Client agrees to pay Volt the Pass Through Expenses as set out in the relevant Service Schedule for the services provided by a Third Party service provider which Volt has procured on behalf of the Client. The parties acknowledge and agree that the services provided by the Third Party service provider are provided to the Client, and the payment of the Pass Through Expenses do not form part of the Fees payable by the Client to Volt for the Services provided by Volt to the Client.
   5. If, at any time during the Term, there is an increase or decrease in the Pass Through Expenses, then Volt may pass on the increase in those charges as they are charged to Volt. Volt must also pass on any decrease in those charges as they are charged to Volt.
8. Payments
   1. We will process all NPP Transactions in accordance with the Applicable Regulations.
   2. We will draw the funds necessary to process NPP Transactions from your Float Account, which must be prefunded in order to make the NPP Transactions.
   3. In order to provide the NPP Services, we are entitled to rely on the instructions received from you, the NPPA or any member thereof, without making any further inquiry, verification or authentication of any particulars or reconciliation of NPP Transactions. We will not be liable for any error in the NPP Transaction processing if such error was due to an incorrect payment instruction received from such persons.
9. NPP Adjustments
    
   1. An NPP Adjustment may arise as a result of:
      1. an NPP Payment Return;
      2. a Mistaken Payment;
      3. an Error Payment;
      4. an NPP overpayment;
      5. a duplicate NPP Payment;
      6. a payment processing error made by an NPP Participant
      7. an NPP Payment that has been made without your or your Customer’s authorisation; or
      8. a fraudulent NPP Payment (including fraud arising in connection with the use of a PayID).
   2. You can request an NPP Adjustment if you believe that an NPP Payment from or to your Float Account is a Transaction as described in clause 9(a). We will assess the request and at Our sole discretion determine whether the NPP Adjustment should be implemented.
   3. Your Customer can request an NPP Adjustment with their FI if your Customer believes that an NPP Payment from or to you is a Transaction as described in clause 9(a). We will assess your Customer’s request and at Our sole discretion determine whether the NPP Adjustment should be implemented.
   4. We may make an NPP Adjustment if we agree to your or your Customer’s request, which will be processed in accordance with the NPP Procedures or NPP Regulations.
10. Payment Disputes and Investigations
     
    1. You may ask us to investigate an NPP Transaction.
    2. You must tell us immediately if:
       1. you or your Customer become aware of any delays or errors in processing your or your Customer’s
       2. NPP Payments; or
       3. You or your Customer think that you or your Customer have been fraudulently induced to make an NPP Payment.
    3. We will attempt to rectify any such matters in relation to you or your Customer’s NPP Payment.
11. SETTLEMENT SERVICES
    1. Volt will settle all relevant Transactions in accordance with the relevant Industry Codes and the Settlement process.
    2. Volt will draw the funds necessary to settle Transactions from the Merchant’s Settlement Account.
    3. In order to provide the settlement services, Volt is authorised to rely on the settlement reports Volt receives from the Merchant, NPPA or any member thereof, without making any further inquiry, verification or authentication of any particulars or reconciliation of transactions. Volt will not be liable for any error in the settlement services if such an error was due to an incorrect settlement report received from such persons.
    4. The Merchant agrees to pay Volt an amount equal to the value of all Transactions effected by Customers and settled by Volt and any amount payable by Volt on behalf of the Merchant. The Merchant authorises Volt to debit the Merchant’s Settlement Account with all such amounts.
12. Float
    1. Establishment of Float
        
       1. Volt shall establish a Float Account for the provision of Services.
       2. Except as otherwise provided for in a Services Schedule, all value deposited into a Float Account is beneficially held by Volt on behalf of the Client and will be segregated from other assets of Volt. The money held in a Float Account is to be applied in accordance with this Agreement and the terms and conditions applicable to any Services to which the Float Account relates.
       3. Volt may not debit a Float Account except in accordance with the terms of this Agreement.
    2. Pre-funding of Float Accounts
       In respect of the Services, Client will deposit into the relevant Float Account an amount equal to or exceeding the Initial Float Amount prior to the commencement of the relevant Services.
    3. Maintenance of funds in Float Account
       At all times Client will ensure that, for each relevant Service, the daily balance for the Float Account is at least equal to the Minimum Float Amount.
    4. Deficient Float
       In addition to Client's obligations under clause 8.3, in the event the balance of the Float Account is insufficient to enable Volt to meet properly incurred settlement obligations in relation to the Services on any day, Client must rectify the deficiency immediately by providing sufficient cleared funds to Volt to enable it to meet its settlement obligations and take all other steps reasonably necessary to prevent further deficiencies.
13. Definitions
    The following definitions apply in this Australian NPP Terms Schedule:
    
    Account means an account with an ADI or Identified Institution to which NPP Payments may be received and from which NPP Payments may be made.
    Account Holder means the person who owns or is authorised to operate an Account. 
    Addressing Lookup means a request to look up and provide the PayID Address and PayID Name registered for a particular PayID Identifier.
    Authorised Payment Mandate has the meaning given to that term in Annexure 1 to this Agreement.
    BIC means Business Identifier Code. A BIC (8 or 11) is a standardised industry identifier that will be used by the NPP to identify all institutions that use the BI. The associated standard is the ISO 9362 Business Identifier Codes (BICs) standard, which SWIFT employs to identify uses of its systems.
    Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.
    Clearing denotes activities such as sending, receipt and confirmation of payment messages from the time a commitment is made for a transaction until it is settled. Clearing within a NPP context refers to a set of message flows that includes a Clearing Request from a Debtor Agent and a clearing notification from a creditor agent. Clearing includes the activities that occur prior to settlement.
    Clearing Participant means an NPP Participant which:
        a. connects directly to the NPP Basic Infrastructure for the purpose of sending and receiving NPP Payments and Non-Value Messages; but
        b. has not been authorised by the RBA to use the FSS for settlement of NPP Payments, but which has entered into an arrangement with another NPP Participant to settle its NPP Payments.
    Clearing Request or CR means the NPP Message that initiates an NPP Payment.
    Connected Institutions means a body corporate which is connected to the NPP Basic Infrastructure for the purpose of sending and receiving Non-Value Messages, and which, for the avoidance of doubt, may also be an Overlay Service Provider.
    Contact Receivable means a Float Account, including BSB, Account Number and PayID that can be used to receive NPP Payments from a Payee for the purpose of automated and simplified reconciliation.
    Contact Receivable Service means the service describe in clause 3.3.
    Customer Terms means terms and conditions that Customers must accept and agree to before utilising the NPP Services (including making or receiving a payment to or from the Merchant). 
    Debtor (Payer) means any customer of a participating institution that is initiating a payment within the NPP. This could be individuals or organisations, operating as customers of an ‘NPP participating’ institution.
    Draw Down means a debit Volt makes to settle a successful Claim.
    Duplicate Payment means an NPP Payment which has the same Transaction ID as another NPP Payment within any 48-hour period (but which is not a Replay).
    ePayments Code means the set of rules and procedures that apply to electronic payments which is published and administered by ASIC and as amended from time to time.
    Error Payment means an NPP Payment initiated by a Payer who is not a ‘user’ as that term is defined in the ePayments Code, which, as a result of the Payer’s error, is directed to the wrong Account.
    Fees means each relevant amount as set out in the Fee Schedule.
    FI means financial institution. 
    Financial Crime Regulations means any Applicable Law or regulatory requirement pertaining to money laundering, terrorism financing, bribery, corruption, tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction, or evasion of sanctions.
    Float Account means a uniquely identifiable account, with a BSB, account number and PayID and notified to the Merchant, which enables the Merchant to settle, identify and reconcile Transactions. Funds and Transactions are recorded when the Merchant remits funds initiated by the Merchant’s or a Customer’s instructions.
    Float Funding Payment Mandate means an authorised PayTo payment mandate given by Client in favour of Volt to enable Volt to require the Merchant to make payment to Volt in respect of the Minimum Float Amount.
    Full Participant means an NPP Participant which:
        c. connects directly to the NPP Basic Infrastructure for the purposes of sending and receiving NPP Payments and Non-Value Messages; and 
        d. is authorised by the Reserve Bank of Australia to use its Fast Settlement Service for Settlement of NPP Payments.
    Identified Institution means an institution that is not connected to the NPP Basic Infrastructure, but which has an arrangement with one or more NPP Participants to clear and/or settle NPP Payments on its behalf using the institution’s BSB, associated BIC11 and payment routing information set out in the NPPA Business Reference Data Table.
    Initial Float Amount means the amount to be deposited in a Float Account as instructed by Volt to the Client in respect of any Services;
    Issuer Identification Number means the unique identification number allocated to an NPP Participant or Identified Institution by an authorised Australian standards body under ISO/IEC 7812.
    Merchant means you.
    Merchant Go Live for any NPP Services means when the Volt commences to provide those NPP Services to the Merchant.
    Mistaken Payment means an NPP Payment initiated by a Payer who is a ‘user’, as that term is defined in the ePayments Code, which, as a result of the Payer’s error, is directed to the wrong Account, for example the Payer:
        e. uses or inputs incorrect Payee Account details in the initiation message, either accidentally or because of being advised by the Payee of wrong Account details; or
        f. selects the incorrect Payee from a list of potential Payees.
    Mandated Payment Service or MPS or PayTo has the meaning given to that term in Annexure 2.
    MPS Solutions means the services in respect of MPS as described in clause 3.2 and Annexure 1.
    Non-Value Messages means a non-value message, such as a Payment Initiation Request or inquiry message, which may be sent and received via the NPP Basic Infrastructure. 
    NPP means the New Payments Platform.
    NPP Addressing Service means that component of the NPP Basic Infrastructure that enables registration of PayID Information and performance of Addressing Lookups.
    NPP Closed User Group means a group of NPP Participants and/or Connected Institutions admitted by NPPA to use the NPP Basic Infrastructure for the purpose of sending and receiving NPP Payments or Non-Value Messages associated with a particular business service.
    NPPA means NPP Australia Limited ABN 68 601 428 737, the company which owns and operates the NPP.
    NPPA Business Reference Data means the information and data provided by NPP Participants to, and collated and maintained by, NPPA identifying:
        g. NPP Participants, Connected Institutions, Identified Institutions and Overlay Service Providers and their associated BSBs, BIC8s, BIC11s, Issuer Identification Numbers and payment routing information;
        h. NPP Participants’ clearing and/or settlement agency arrangements with Identified Institutions and other NPP Participants; and
        i. members of NPP Closed User Groups.
    NPPA Business Reference Data Tables means the database of NPPA Business Reference Data which is maintained by NPPA.
    NPP Basic Infrastructure or BI means the NPP Basic Infrastructure network and addressing service operated by SWIFT, with link settlement via the FSS. The BI:
        j. supports the exchange of Non-Value Messages between NPP Participants and Connected Institutions; and
        k. facilitates the clearing and settlement of NPP Payments between NPP Participants.
    NPP Message means a financial message within the NPP Message Set formatted in accordance with ISO 20022.
    NPP Participant means a Full Participant, a Clearing Participant or a Settlement Participant.
    NPP Participation Criteria means the criteria to be met by Merchants as determined by Volt, its service provider or NPPA, and which may change from time to time, for the provision of NPP Services.
    NPP Payment means a basic single credit transfer.
    NPP Payment Instruction means the initial Clearing Request message sent from the Payer FI to initiate the transfer of funds to the Payee.
    NPP Payment Message means a clearing or settlement message exchanged between a Payer FI and Payee FI in order to move funds from a Payer to a Payee Account.
    NPP Payment Request means an NPP Message that a Payee will send to a Payer requesting the transfer of funds.
    NPP Payment Return means an NPP Message that a Payee FI will send to effect a return of a settled Mistaken Payment, Error Payment, Duplicate Payment or other settled NPP Payment which it determines to return (as an unsolicited Payment Return) or which it returns pursuant to a Payer Participant’s Request for Payment Return.
    NPP Payment Return Request means the NPP Message generated by a Payer Participant to request the return of a settled NPP Payment.
    NPP Payment Status Report means a Volt message to Merchants to advise on the clearing and/or settlement status of an NPP Payment.
    NPP Procedures means the technical, operational and security procedures prescribed by NPPA for the purposes of the NPP Basic Infrastructure.
    NPP Regulations means the rules prescribed by NPPA that establish the core obligations and rights between NPPA, NPP Participants, Connected Institutions and Overlay Service Providers, including, without limitation, the annexures, and schedules to those regulations, as amended from time to time.
    NPP Services means the services provided to the Merchant by Volt for the facilitation of NPP Payments in accordance with this Schedule, in particular as described in clause 3.1. 
    Overlay Services Provider means a person or body corporate, approved by NPPA, that provides payment services, or payment-related services, using the NPP Basic Infrastructure. 
    Pass-through Account means any one or more of Volt’s account(s) held with an ADI.
    Pass Through Expenses means the actual expenses for those components of the Services that Volt acquires from third party service providers which are passed on to the Client on an ‘cost recovery’ basis.
    Payee means, in relation to a Payment, the Account Holder of the destination Account.
    Payer means in relation to a Payment, the Account Holder of the source Account.
    Payer Participant, in relation to an NPP Payment, means the NPP Participant which sends a Clearing Request.
    PayID and PayID Identifier means an alternative identifier, such as a phone number or email address, or any other unique identifier for an Account approved by NPPA for registration in the NPP Addressing Service.
    PayID Address means the Issuer Identification Number and Account Number associated with a PayID.
    PayID Information means the PayID Identifier, PayID Address and PayID Name for an Account.
    PayID Name means a name, word, or any combination of alphanumeric and/or other approved characters to reasonably represent and identify an Account Holder, either generated for or selected by the Account Holder by or on behalf of the Registering Participant or selected by the Account Holder with Registering Participant approval.
    Payment Initiation Request means the NPP message (pacs.001 or pacs.013) that instructs the initiation of an NPP Payment, and in the context of the MPS means a Mandate Payment Initiation Request.
    Payment Request means a message that a Payee will send to a Payer requesting a Payment.
    Payment Return means an NPP Message that a Payee Participant will send to effect a return of a settled Mistaken Payment, Error Payment, Duplicate Payment or other settled NPP Payment which it determines to return (as an Unsolicited Payment Return) or which it returns pursuant to a Payer Participant’s NPP Payment Return Request.
    Payments Connector means, in relation to any NPP Participant (other than a Settlement Participant) or Connected Institution, any internal system it operates to provide a business accept/reject response to an incoming NPP Payment or Non-Value Message within the timeframes prescribed by the NPP Procedures.
    PayTo means the service provided by NPPA allowing Merchants to initiate payments from Customers bank accounts, and which service is provided in accordance with Annexure 2 to this Agreement. 
    PayTo (Float Settlement) means, if enabled, the services provided by Volt in Settling the Merchant's Float Account in respect of MPS Solutions.
    PayTo User means a creditor or third-party organisation that performs the Payment Initiator role for a Mandate, and which is authorised to participate in the PayTo by its sponsoring NPP Participant or its sponsoring Identified Institution.
    Proscribed Persons means a person who is:
        a. in contravention of Financial Crime Regulations;
        b. subject to sanctions, or appear in a list of persons with whom dealings are proscribed by the United Nations or the government or regulatory authority of any jurisdiction; or
        c. acting on behalf, or for the benefit of, any person described in (a) or (b).
    Registering Participant means the Full Participant or Clearing Participant which: 
        a. services the Account/s in relation to which alias information is registered, or to be registered, in the NPP Addressing Service; or
        b. provides NPP Payments clearing services to an Identified Institution or a Connected Institution which services the Account/s in relation to which the Registering Participant is contractually authorised, and entitled by these Regulations, to register, maintain and deregister alias information in the NPP Addressing Service.
    Replay means the resending of an NPP Message with the same Transaction ID.
    Request for Payment Return means a Non-Value Message used by a Payer Participant to request a Payee Participant to return the funds of a previously settled NPP Payment.
    Settlement means the process by which Volt settles all financial obligations arising from the clearing of payments. The term “Settle” is construed accordingly.
    Settlement Account means the account used by Volt to settle daily Transactions executed by the Merchant (whether initiated by Customers or the Merchant).
    Settlement Participant means an NPP Participant that is not connected to the NPP Basic Infrastructure, but which is authorised by the Reserve Bank of Australia to use its Fast Settlement Service for the Settlement of NPP Payments.
    Transaction means the act, initiated by a Customer, of transferring funds using applicable payment infrastructure providing to the Merchant under this Agreement and/or this Schedule.
    Transaction Dispute means 
        a. a claim by any person that a Transaction is invalid, fraudulent or otherwise unlawful; or 
        b. any other dispute in relation to a Transaction, including the Merchant's failure to provide any relevant goods or services to a Customer.
    Volt System means Volt's operational and IT infrastructure, including all hardware, software and procedures, used in the provision of the NPP Services.
    
     

Annexure 1 - MPS User Terms and Conditions

1. Interaction with the Agreement
   These MPS User Terms and Conditions form part of the Agreement. They must be read together with this Agreement.
2. Definitions
   In this annexure, the following terms have the following meanings, unless the contrary intention appears. Other terms have the meaning given to them in the Agreement.
   
   Authorised Payment Mandate means a Mandate or a Migrated DDR Mandate that has been authorised by the Customer and stored in the Mandate Management Service, authorising an NPP Payment, or a series of NPP Payments, to be made from the Customer’s account to an MPS User’s account.
   Customer Financial Institution means the Customer’s financial institution.
   Direct Debit means an automatic transaction that transfers money from one account to another.
   Documentation means any documentation Volt may provide the Merchant to assist the Merchant in using the Mandated Payment Service including manuals and guides, whether in an electronic form or otherwise.
   Mandate means a payment mandate produced in accordance with this Agreement clause 3.2.
   Mandate Management Service means the central, secure database operated by NPPA of Authorised Payment Mandates.
   Mandated Payment Service or MPS or PayTo means a service which enables an MPS User to request, and the Customer/s to pre-authorise an NPP Payment, or a series of NPP Payments, in accordance with an Authorised Payment Mandate, and to amend, suspend, unsuspend, and cancel Authorised Payment Mandates.
   MPS User means a Payee Customer who is authorised and approved by an NPP participant, or its sponsored Identified Institution, to use the Mandate Management Service and Mandated Payment Service.
   MPS User Terms and Conditions means this Annexure 1 to this Agreement.
   Payee Customer means a payee customer of an NPP Participant (or its sponsored Identified Institution).
   Payment Initiator means a payment service provider who, whether acting on behalf of the Payer Customer or a Payee Customer, is authorised by the Payer customer to initiate payments from the payer customer’s account.
3. Authorised Payment Mandate
    
   1. Creating an Authorised Payment Mandate
       
      1. An Authorised Payment Mandate may be initiated by the Merchant or by Volt for any Customer.
      2. The Merchant agrees not to initiate an Authorised Payment Mandate where the Merchant has a Direct Debit request and Direct Debit request service agreement in place with a Customer for the same goods or services.
      3. Volt reserves the right to take any necessary action to ensure the Merchant does not have an Authorised Payment Mandate, Direct Debit request and Direct Debit request service agreement in place simultaneously for the same goods or services with a Customer.
   2. Creating an Authorised Payment Mandate for New Customers
      1. Once the Merchant has agreed the terms upon which the Merchant will engage with a Customer, the Merchant must request the Customer to provide the following information to Volt:
         1. Customer's bank Account Number and BSB; or
         2. Customer's PayID; (as applicable).
      2. Any data provided to the Merchant by the Customer must be processed in accordance with the Merchant’s privacy policy and terms and conditions. The Merchant is responsible for any data provided to the Merchant by the Customer.
      3. The Merchant will instruct Volt to produce a Mandate which Volt will include on the Mandate Management Service. The NPPA, through the Mandate Management Service, will notify the Customer Financial Institution of the Mandate at which point the Customer will receive a notification to either authorise or reject the Mandate.
      4. The Customer is required to authorise or reject the Mandate within the period of time specified in the Mandate, otherwise the Mandate will lapse. Such period of time must not exceed five calendar days, (unless the Merchant and the Customer are expecting a “real- time” response, in which case the Customer/s are required to respond to the Mandate within five minutes). Where the Customer does not authorise or reject the Mandate within the specified period of time, the Mandate is deemed to be rejected.
      5. If the Customer rejects a Mandate because they do not believe that it reflects the terms of the agreement that it will enter into with the Payee Customer, Volt shall notify the Merchant and advise the Mandate details must be amended and resubmitted.
      6. Once a Mandate has been authorised by the Customer, the Customer Financial Institution will update the Mandate Management Service with this information and the Mandate becomes an Authorised Payment Mandate.
      7. An MPS User may recall a Mandate at any time up until the point at which the Customer authorises that Mandate in accordance with subclause (d) above, or the Mandate expires.
      8. MPS Users must not submit any more than three Mandates per day to the Customer/s for the same goods or services. Volt reserves the right to suspend Mandates that do not comply with this clause.
   3. Amending an Authorised Payment Mandate
       
      1. From time to time, the terms of the agreement between a Payee Customer and each Customer may be amended which will then need to be captured in the relevant Authorised Payment Mandate. The amendment of an Authorised Payment Mandate must be initiated by the Merchant. The Merchant must obtain consent from each Customer to any changes to the terms of the Merchant’s agreement with those customers before initiating an amendment to an Authorised Payment Mandate.
      2. The Merchant acknowledges that the Merchant holds, and are able to produce evidence upon request, of each Customer’s consent obtained pursuant to subclause (a) above.
      3. The Merchant must instruct Volt to process an amendment to the Authorised Payment Mandate in the Mandate Management Service on the Merchant’s behalf. The Mandate Management Service will notify the Customer Financial Institution of the amendment request at which point the Customer is required to either authorise or reject the amendment request.
      4. The Customer must either authorise or reject the amendment request within five calendar days, otherwise the amendment request will lapse and is deemed to be rejected.
      5. If the Customer rejects the amendment request because they do not believe that it reflects the updated terms of the agreement that it has with the Payee Customer, the Customer must contact the Payee Customer and have them resubmit the amendment request with the correct details.
      6. Once an amendment request has been authorised by the Customer, the Customer Financial Institution will promptly update the Mandate Management Service with this information. The updated Authorised Payment Mandate will apply from the date that is specified in the agreement between the Customer and the Payee Customer.
      7. MPS Users must not submit any more than three requests to amend an Authorised Payment Mandate to a Customer within one day.
   4. Pausing an Authorised Payment Mandate
       
      1. The Merchant may instruct Volt to pause and resume the Customer’s Authorised Payment Mandate via the Volt System. Volt will act on the Merchant’s instruction to pause or resume the Customer’s Payment Agreement by updating the record of the Authorised Payment Mandate in the Mandate Management Service. The Mandate Management Service will notify the Payment Initiator’s financial institution of the pause or resumption. During the period the Authorised Payment Mandate is paused, Volt will not process payment instructions in connection with it. Volt will not be liable for any loss that you or any other person may suffer as a result of the pausing of an Authorised Payment Mandate that is in breach of the terms of an agreement between the Customer and the Merchant.
      2. Merchants and Payment Initiators may pause and resume their Authorised Payment Mandates. If the Payment Initiator pauses an Authorised Payment Mandate to which the Merchant is a party, Volt will notify the Merchant of that, and of any subsequent resumption, via the Volt System. Volt will not be liable for any loss that the Merchant or any other person may suffer as a result of the pausing of an Authorised Payment Mandate by the Payment Initiator.
   5. Cancelling an Authorised Payment Mandate
      1. Subject to the terms of the agreement between the Payee Customer and each Customer, the Merchant may cancel an Authorised Payment Mandate through the Volt System. Any cancellation of an Authorised Payment Mandate will generally be effective immediately. Volt will promptly notify each Customer Financial Institution of the cancellation, which will in-turn promptly notify each Customer.
      2. Similarly, subject to the terms of the agreement between the Payee Customer and each Customer, the Customer may cancel an Authorised Payment Mandate. Volt will promptly notify the Merchant of any such cancellation.
      3. Volt will not be liable to the Merchant or any other person for loss incurred as a result of cancellation of an Authorised Payment Mandate by the Payment Initiator.
   6. Porting Authorised Payment Mandates
      1. The Merchant may move some or all of its Authorised Payment Mandates from Volt to another financial institution if the Merchant wishes ("Port") subject to exclusivity obligations. The Merchant may do this by contacting Volt and requesting Volt to “Port Authorised Payment Mandates”.
      2. The Merchant’s new financial institution will be responsible for having the Merchant authorise the Authorised Payment Mandates and also updating the Authorised Payment Mandates in the Mandate Management Service. The Merchant’s new financial institution will then notify each of the Customer Financial Institutions that we no longer hold the Authorised Payment Mandates. The updated Authorised Payment Mandates will become effective upon such notification.
      3. Until the Porting is completed, the Authorised Payment Mandates will be linked to the Merchant’s bank account. If the other financial institution does not complete the transfer within 14 calendar days, the transfer will be deemed to be ineffective and the Authorised Payment Mandates will remain linked to the Merchant’s bank account.
      4. To Port an Authorised Payment Mandate that the Merchant has with another financial institution to Volt, the Merchant will need to start the process with that financial institution.
   7. Unauthorised Payment Mandates
       
      1. The Merchant must notify Volt as soon as it becomes aware of any Transaction occurring that is not permitted under the terms of a relevant Authorised Payment Mandate. Volt will review details of the Transaction in accordance with Applicable Law and Industry Codes (including the NPP Procedures and NPP Regulations). The Merchant must provide reasonable assistance to enable Volt to undertake such review and must respond to any requests for further information from Volt within one (1) day unless otherwise specified by Volt. In no circumstances will Volt be liable for any Transaction or payment made that was authorised by the terms of the Authorised Payment Mandate.
   8. Responsibilities
      1. The Merchant must:
         1. notify Volt immediately if the Merchant no longer owns or has authority to use the bank account to which an Authorised Payment Mandate has or will be made;
         2. promptly respond to any notification that the Merchant receives from Volt regarding the suspension of an Authorised Payment Mandate for misuse, fraud or for any other reason;
         3. ensure that the Merchant complies with the terms of any agreement that the Merchant have with Customers;
         4. ensure that any billing notices are issued to Customers in accordance with the terms of the agreement with the relevant Customer;
         5. not use the Mandated Payment Service for fraudulent or improper purposes, which for clarity, includes (but is not limited to) where the Merchant contravenes clauses 3.2(h) or 3.3(g) of these MPS User Terms, or where the Merchant cancels or suspends an Authorised Payment Mandate without a lawful basis;
         6. comply with all Applicable Laws in connection with the Merchant’s use of the Mandated Payment Service;
         7. act promptly in relation to any instructions that the Merchant receives from Customers;
         8. ensure that applicable infrastructure and processes are in place in order to comply and continue to comply with this MPS User Terms and Conditions; and
         9. ensure that all Customers have provided all necessary authorities and approvals to enable the Merchant to authorise Volt to collect Fees or payments and/or issue payouts on the Merchant’s behalf including under any Authorised Payment Mandates.
      2. The Merchant acknowledges and agrees that:
         1. Volt will not be responsible for any loss that Volt suffers as a result of the Merchant not promptly responding to any notification that the Merchant receives from Volt regarding the suspension of an Authorised Payment Mandate for misuse, fraud or for any other notification;
         2. subject to NPP Regulations and NPP Procedures, Volt will be the Merchant’s sole and exclusive provider of the NPP Services where specified in the application form. In such circumstances, the Merchant will not procure from any other person services that are the same, or substantially equivalent to, the NPP Services during the term of this Agreement;
         3. it is responsible for the accuracy of the information that the Merchant provides to Volt in connection with all Mandates;
         4. it will notify Volt immediately if the Merchant experiences any activity that appears suspicious or erroneous;
         5. it will respond to a notification from Volt requiring the Merchant to confirm that all of the Merchant’s Authorised Payment Mandates are accurate and up to date within the timeframe Volt have specified;
         6. it may not request Volt to amend the payment details of another party. Once an Authorised Payment Mandate has been established, the Merchant’s payment details may only be amended by Volt; and
         7. Volt may provide the Merchant with separate Documentation. The Merchant will comply with all terms in such Documentation that apply to the Merchant’s organisation.
   9. Liability
      The Merchant will be liable for any loss arising out of or in connection with any incorrect information provided by the Merchant.
   10.  

Annexure 2 - MPS Service Level Agreement

PayTo Service Agreement
between
[MPS USER NAME], being the customer who is authorised to operate the Account (“MPS User”)
and
Volt Connect Pty Ltd ACN 662 145 708 (“Volt”)

1. Definitions
   Unless the contrary intention appears, these meanings apply:
   
   Account means the account held at MPS User’s financial institution from which the Merchant is authorised to arrange for payments to be made on the MPS User’s behalf.
   Account Number means the BSB and account number for the account.
   Authorisation means the Merchant’s authorisation of the payment arrangement or amendment of the payment arrangement with the MPS User’s financial institution.
   Banking Day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia.
   BSB means Bank State Branch, a unique number consisting of six numerals that identifies the financial institution and the point of representation of a particular account in Australia. A BSB is issued by AusPayNet.
   Mandate Management Service means the secure database managed by NPP Australia Limited on behalf of the Merchant’s FI and if it supports PayTo services, the MPS User’s financial institution.
   Merchant’s Financial Institution means the institution which processes payments under the payment agreement for the Merchant.
   MPS User means the customer who is authorised to operate the account.
   MPS User’s Financial Institution means the financial institution at which the account is held.
   PayID means the identifier which the MPS User has registered in the NPP Addressing Service and which the MPS User provides to the Merchant as the identifier for the MPS User account.
   Payment Agreement means the payment agreement between, among others, the MPS User and the Merchant which authorises the Merchant, or a third party, to arrange for payments to be made from the MPS User’s account.
   Payment Day means the day that payment by the MPS User to the Merchant is due.
   Payment means a particular transaction where a payment is made from the account.
   Payment Agreement Creation Request means the MPS User’s request to the Merchant to create the payment agreement on the MPS User’s behalf.
   Payment Terms means the value, cap and/or frequency of payments that you authorise us to arrange to be made under the Payment Agreement. 
    
2. Payment Agreement
    
   1. Establishing a Payment Agreement
      1. By requesting the Merchant to establish a Payment Agreement, the MPS User consents to the Merchant using, disclosing and recording the MPS User’s details, including the Account or PayID details the MPS User has provided to the Merchant, and the details of the Payment Agreement in the Mandate Management Service operated by NPP Australia Limited as a Payment Agreement Creation Request.
      2. Not all financial institutions offer PayTo services. If the MPS User’s Financial Institution does not offer PayTo services, the Merchant will let the MPS User know and offer the MPS User an alternative Payment option, if available.
      3. If the MPS User’s Financial Institution supports PayTo, the MPS User’s Financial Institution will retrieve the Payment Agreement Creation Request and deliver it to the MPS User, for the MPS User to view and to authorise at the MPS User’s discretion.
      4. The MPS User’s Authorisation of the Payment Agreement Creation Request is required to be given to the MPS User’s Financial Institution in order for the Payment Agreement to be established. If the MPS User’s Account is a joint Account, the MPS User’s Financial Institution may need all joint Account holders to authorise the Payment Agreement.
      5. The method by which the MPS User’s Financial Institution communicates and delivers the Payment Agreement Creation Request to the MPS User is determined by MPS User’s Financial Institution.
   2. Viewing the Payment Agreement
      1. The MPS User’s Financial Institution will provide the MPS User with a facility to view the Payment Agreement the MPS User has authorised.
      2. The MPS User may also contact the Merchant to confirm details of the MPS User’s Payment Agreement with the Merchant.
   3. Payments under the Payment Agreement
       
      1. As soon as a Payment Agreement is established, the Merchant may arrange for Payment to be made from the MPS User’s Account.
      2. The Merchant will only arrange for Payments to be made from the MPS User’s Account in accordance with the Payment Agreement.
      3. Before the Merchant arranges for any Payment to be made, the Merchant or the Merchant’s Financial Institution will check the Payment Agreement in the Mandate Management Service to ensure it remains valid and active (that is, that it has not been suspended or cancelled, or otherwise amended, by the MPS User).
      4. If the Payment Agreement requires the Merchant to send the MPS User a billing advice before the Merchant arranges for Payment to be made from the MPS User’s Account, the Merchant will only arrange for the Payment to be made from the MPS User’s Account if the Merchant has sent a billing advice which specifies the amount payable by the MPS User to the Merchant and when it is due to the email or physical address provided by the MPS User to the Merchant when requesting the Merchant establishes the Payment Agreement.
      5. The PayTo service is a 24/7 service, which means the Payment Day may fall on a day which is not a Banking Day. If that is the case, the Merchant may arrange for Payment to be made on that day. However, the Merchant may also choose to direct the MPS User’s Financial Institution to make the Payment from the MPS User’s Account on the first Banking Day after the Payment Day. If the MPS User is unsure about which day Payments under the Payment Agreement will be made from the MPS User’s Account, the MPS User should check with the MPS User’s Financial Institution.
3. Amendments
   1. Amendments by the Merchant
       
      1. 1. The Merchant may vary any details of this Service Agreement and any of the Merchant’s details included in the Payment Agreement at any time by giving the MPS User at least 14 days written notice.
         2. If the Merchant wishes to vary any Payment Terms of the Payment Agreement, where required the Merchant will submit these as requested amendments to the Payment Agreement in the Mandate Management Service. The MPS User’s Financial Institution will notify the MPS User of the amendment and seek the MPS User’s Authorisation (where required). This will be recorded in the Mandate Management Service for the amendment to take effect.
         3. The Merchant may suspend or cancel the Payment Agreement at any time. If the Merchant does so, the Merchant will not be able to arrange for payments to be made from the MPS User’s Account.
         4. The status of the Merchant’s Payment Agreement with the MPS User will be as represented by the record of the Payment Agreement in the Mandate Management Service.
      2. Amendments by the MPS User
         The MPS User may change the Payee Customer’s Account Number or PayID in the Merchant’s Payment Agreement or suspend or cancel the Merchant’s Payment Agreement via the MPS User’s Financial Institution, which is required to act promptly on the MPS User’s instructions by modifying the record of the Payment Agreement in the Mandate Management Service.
4. MPS User Obligations
   1. It is the MPS User’s responsibility to ensure that there are sufficient clear funds available in the MPS User’s Account to allow a Payment to be made in accordance with the Payment Agreement.
   2. If there are insufficient clear funds in the MPS User’s Account to meet a Payment:
      1. the Merchant may retry up to three times on the Payment Day to have the Payment made, and on each successive day until the Payment is made;
      2. MPS User may be charged a Fee and/or interest by the MPS User Financial Institution;
      3. the MPS User may also incur fees or charges imposed or incurred by the Merchant; and
      4. failing Payment under a retry being successful, the MPS User must arrange for the Payment to be made by another method or arrange for sufficient clear funds to be in the MPS User’s Account by an agreed time so that the Merchant can process the Payment.
   3. The MPS User should check the MPS User account statement to verify that the amounts debited from that Account are correct.
5. Transaction Dispute
    
   1. The record of the Payment Agreement in the Mandate Management Service is evidence of the value and frequency of Payments that the MPS User has authorised the Merchant to have made from the MPS User’s Account. If the MPS User believes that there has been an error relating to Payments from the MPS User’s Account, the MPS User may notify the Merchant directly so that the Merchant can resolve this claim quickly. The Merchant will use its best endeavours to respond to any Transaction Dispute within 24 hours of first becoming aware of the Transaction Dispute and must comply with any reasonable requests by Volt in respect of the Transaction Dispute or where required for compliance with Applicable Law and Industry Code
   2. If the Merchant concludes as a result of its investigations that a Payment has been made incorrectly from the MPS User’s Account, the Merchant will respond to the MPS User’s query by arranging for the MPS User’s Financial Institution to adjust the Account (including interest and charges) accordingly. The Merchant will also notify the MPS User in writing of the amount by which the Account has been adjusted.
   3. If the Merchant concludes as a result of the Merchant’s investigations that a Payment has not been made incorrectly from the Payee Customer’s Account, the Merchant will respond to the Payee Customer’s query by providing the Payee Customer with reasons and any evidence for this finding in writing.
   4. As an alternative to contacting the Merchant in the first instance, the MPS User may contact the MPS User’s Financial Institution. The MPS User’s Financial Institution will be able to review the Payment Agreement in the Mandate Management Service and the Payment/s the MPS User believes have been made in error, and if appropriate recover the Payment/s (plus interest and charges) from the Merchant.
   5. Volt may recover from the Merchant any additional fees or costs arising from a Transaction Dispute it is required to pay.
6. Accounts
   It is the responsibility of the MPS User to check:
    
   1. with the MPS User’s Financial Institution whether PayTo is available from the MPS User’s Account;
   2. that the MPS User’s Account details are in the correct format or the PayID which the MPS User has provided to the Merchant are correct; and
   3. with MPS User’s Financial Institution if the MPS User has any queries about PayTo service.
7. Confidentiality
   1. The Merchant will keep any information (including Account details or PayID details of the MPS User) in the MPS User’s Payment Agreement Creation Request confidential. The Merchant will make reasonable efforts to keep any such information that the Merchant has about the MPS User secure and to ensure that any of the Merchant’s employees or agents who have access to information about the MPS User do not make any unauthorised use, modification, reproduction or disclosure of that information.
   2. The Merchant will only disclose information that the Merchant has about the MPS User:
      1. if required by law, an order of a court or by a regulatory authority that supervises or has jurisdiction over the Merchant;
      2. if the MPS User consents to the disclosure; or
      3. for the purposes of this Service Agreement (including disclosing information in connection with any query or claim).
   3. The Merchant acknowledges and agrees that:
      1. Volt may disclose information (which may include personal information about the Merchant or its customers) to its service providers, including Zepto Payments Pty Ltd ACN 604 057 598; and
      2. in respect of Zepto Payments Pty Ltd, any such personal information will be processed in accordance with the privacy policy of Zepto Payments Pty Ltd (available at www.zepto.com.au/privacy/).