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Thoroughbred Payments – Customers Terms

Thoroughbred Payments provides a service for Customers to make any payments of Expenses to Merchants. These terms and conditions form part of a Customer Registration Form (CRF) executed by the Customer wishing to pay Expenses to the Customer’s Merchant through the service provided by ZenPay Pty Ltd (ABN  63 056 881 942) trading as Thoroughbred Payments. By completing and executing the CRF or by processing of an Expense, the Customer agrees to be bound by the terms and conditions set out below (the “Terms”). 

1. Definitions (as used in this agreement)

Account holder means the credit, debit or bank account nominated or used by the Customer for payment of Expenses. 

Customer means a person who has an agreement relating to the payment of Expenses to a Merchant, or whom the Merchant acts. For the purposes of this agreement, it also includes any person who registers to pay Expenses via the Thoroughbred Payments program. 

Customers Registration Form or (CRF) means an agreement between a Customer and us whereby the Customer agrees to participate in the Thoroughbred Payments program. 

Expenses in relation to a Customer, means the Expenses or fees described in that Customer’s Customer registration form, being the Expenses payable or due by that Customer to the Merchant. For the purpose of this agreement, it also includes any other payments made by Customers and/or processed by the Customer’s Merchant 

Merchant means the supplier, trainer, stud farm, vet or similar establishment for whom the Merchant acts, to whom Expenses are payable or due. 

Payment Processing Fee means any payment processing or transaction fee applied by the Thoroughbred Payments and paid by either the Merchant or Customer as dictated online, on their CRF or in subsequent communication. 

Thoroughbred Payments or us means the program developed by ZenPay Pty Ltd (ABN  63 056 881 942) for the processing of Expenses. 

Beneficial Owner is a person who has effective control of the Merchant, owns more than 25% of the Merchant, or is a person on whose behalf a transaction is conducted. For the purposes of this agreement and when the entity is a partnership, sole trader, public company, or association, or when there is no Beneficial Owner, this includes an Authorised Representative who is authorised to sign this contract on behalf of the Merchant and who is in a position to assert significant influence over, or substantively stand behind the actions of, the Merchant. 

Card (or Account) means the credit, debit or other account nominated or used to make a Payment to you. 

Card Scheme means a central payment network (e.g., Visa, Mastercard or American Express) that uses credit and debit cards to process payments.  

Card Scheme Rules means the rules, regulations and standards which regulate participants in a Card Scheme.

2. Contract

2.1 These Terms apply to any Customer from the date upon which Thoroughbred Payments accepts a Customer’s CRF or the processing of an Expense via Thoroughbred Payments. 

2.2 These Terms do not operate to vary or affect in any way the meaning, operation and effect of any other contract to which the Customer is a party including, without limitation, the Merchant to which Expenses payments are applied and any agreement regulating the use by the Customer of the credit, charge or bank account identified in the CRF or used to pay Expenses (the “Account”). These Terms do not oblige the Customer to use the Account. 

3. Your Account

3.1 The Customer is responsible for ensuring that the entity issuing the account will make payments authorised by the Customer in the CRF. The Customer is responsible for ensuring that they have authority to nominate the account used to process payments. 

3.2 Thoroughbred Payments is not responsible or liable in any way for any failure by any entity issuing the Account to remit payments. The Customer acknowledges that the entity issuing the Account may not permit the use of the account to pay Expenses. The Customer is liable for any and all Expense, damage or loss incurred by Thoroughbred Payments in the event of the misuse or unauthorised use of the account by the Customer and the Customer must reimburse any such amounts to Thoroughbred Payments. 

4. Payment Procedures

4.1 The Customer will be deemed to have authorised the Account to be debited or charged with the Expenses described in the CRF when: the date for payment of Expenses passes if the Customer has nominated automatic payments as its payment method in the CRF; the Customer initiates payment at an electronic or online payment terminal operated by the Merchant; the Customer requests its Merchant or Thoroughbred Payments to initiate a payment; and/or the Customer initiates payment via the Thoroughbred Payments website or any system operated by Thoroughbred Payments. 

4.2 Thoroughbred Payments will not be liable for any fraudulent use of the Account or any of the payment methods described in paragraph 4.1. The Customer must notify Thoroughbred Payments immediately if the Account is lost or stolen by emailing [email protected] or such other number as Thoroughbred Payments designates [by notice to the Customer/by posting it on the Thoroughbred Payments website]. A notice given by the Customer under this paragraph will be deemed to be a Change Notice cancelling all Authorisations to make payments using the Account five days after Thoroughbred Payments receives the notice. 

4.3 Regardless of when Thoroughbred Payments processes a payment in accordance with these Terms, the payment will not be regarded as completed unless and until the entity issuing the Account authorises and settles the payment according to the settlement arrangements relating to the payment. Thoroughbred Payments will not be obliged to process a payment authorised under paragraph 4.1 after 5.00 pm for credit card or 4:30pm for bank account or on a day trading banks are not open for business until the next day upon which trading banks are open for business. 

4.4 The Customer releases and indemnifies Thoroughbred Payments from and against any action claim, loss, proceeding, cost, liability or Expense (a “Claim”) suffered or incurred by the Customer in relation to, in connection with or as a direct or indirect result of any failure by the Customer to pay Expenses unless that failure occurs due to a breach by Thoroughbred Payments of these Terms. 

4.5 As a separate, primary and severable liability, you indemnify and must keep Thoroughbred Payments indemnified from and against any Claim suffered or incurred by Thoroughbred Payments in relation to, in connection with or as a direct or indirect result of any payment or purported payment of Expenses pursuant to your CRF, or in relation to the property the subject of the CRF, subsequently being rejected, invalidated or disputed. It is not necessary for Thoroughbred Payments to seek recovery or enforce any right against any other person or incur Expense, loss, or damage or make payment before enforcing a right of indemnity conferred by these terms and conditions. 

4.6 In the event of a bank account payment that the Customer or Merchant initiated subsequently being rejected by the Customer’s bank, card issuer or another party, Thoroughbred Payments will apply a fee (a “Failed Payment Fee”). This Failed Payment Fee will be automatically deducted from the Merchant’s or Customer’s nominated account after Thoroughbred Payments receives notification of the rejected payment. Should the Failed Payment Fee also become rejected, Thoroughbred Payments reserves the right to cancel all payment arrangements immediately.  

4.7 The Customer acknowledges that any payments made under this agreement that are subsequently disputed or reversed or which Thoroughbred Payments is required to refund by the entity issuing the account, will not be forwarded to, or will be recalled from, the Merchant and the Customer will be obliged to remake any such payment due under the terms of the Customer’s agreement with the Merchant. 

4.8 Thoroughbred Payments will issue a tax invoice complying with GST legislation if requested to do so by the Customer 

5. Cancellation or Stopping Payments

5.1 The Customer is responsible for advising Thoroughbred Payments if automatic Expenses ceases to be payable and/or the Customer wishes to withdraw any Authorisation given (or deemed to be given) according to paragraph 5.3 (an “Authorisation”). 

5.2 The Customer acknowledges that any payments received by Thoroughbred Payments (other than any Payment Processing Fee and other Expenses charged directly by Thoroughbred Payments) are remitted by Thoroughbred Payments to the Merchant and, accordingly, any payments that exceed the Expenses actually payable by the Customer must be recovered by the Customer from the Merchant. The Customer releases and indemnifies Thoroughbred Payments from and against any dispute or claim arising from any Authorised payment of Expenses that is not actually due and/or payable. The Payment Processing Fee and other fees charged directly by Thoroughbred Payments are not refundable under any circumstances. 

5.3 The Authorisations will be deemed to continue unless and until the Customer notifies Thoroughbred Payments in writing that they are withdrawn (a “Cancellation Notice”). A Cancellation Notice will not be effective until five days has elapsed from the date Thoroughbred Payments receives it. A Customer must execute a new CRF if the Customer wishes to renew the Authorisations. 

5.4 Thoroughbred Payments will, from time to time, publish or make available online or via the Merchant a form (a “Change Notice”) that Customers can complete to vary any of the information or Authorisations provided by them in a CRF (the “Customers Information”). A Customer must complete a Change Notice whenever the Customer wishes to change the Customers Information. The information contained in a Change Notice will be deemed to have replaced the information in a CRF (as previously amended) five days after Thoroughbred Payments receives a Change Notice.5.5 Thoroughbred Payments can terminate the payment arrangements contained in these Terms at any time by giving notice to the Customer. 

6. Privacy

6.1 Thoroughbred Payments will collect, use and store any of your personal information in accordance with Thoroughbred Payments’ privacy policy (as varied from time to time). Full particulars of this policy are provided with these Terms and can be inspected on the Thoroughbred Payments website www.thoroughbredpayments.com.au. Without limiting the operation of the Thoroughbred Payments privacy policy, the Customer expressly authorises Thoroughbred Payments to disclose any of the Customer’s personal or payment information to the Merchant and any other person nominated by the Merchant. Thoroughbred Payments will use the information specified on the CRF for the purpose of identifying the Customer. 

7. Variations and Amendments

7.1 Thoroughbred Payments may vary, delete or add (a “Change”) to these Terms (including the Payment Processing Fee and other Expenses) at any time. Any Change will be effective from the date Thoroughbred Payments posts the Change on the Thoroughbred Payments website. Thoroughbred Payments may not notify the Customer in any other way of any Change. If the Customer wishes to vary any Customers’ Information (including any Authorisations), the Customer must execute and deliver a Change Notice in accordance with paragraph 5.4. 

8. Miscellaneous

8.1 The Customer acknowledges that Thoroughbred Payments has not made any warranty in relation to the benefits, if any, that may accrue to the Customer from paying Expenses by using the Account. The Customer acknowledges that the existence or extent of benefits from using the Account may depend on the terms and conditions upon which the Account is issued to the Customer. 

8.2 Any notice required to be given by Thoroughbred Payments or the Customer can be given by the sender posting the relevant information to the SMS, email or postal address specified by the recipient on the CRF (as amended by any Change Notice). A notice given by Thoroughbred Payments under this paragraph will be effective on the day after it is posted. 

Thoroughbred Payments – Direct Debit Service Agreement (Bank Account)

This is your Direct Debit Service Agreement with ZenPay Pty Ltd t/a Thoroughbred Payments (User ID: 428563) ABN 63 056 881 942. It explains what your obligations are when undertaking a bank account Direct Debit arrangement with us.  It also details what our obligations are to you as your Direct Debit provider.  Please keep this agreement for future reference.  It forms part of the terms and conditions of your Direct Debit Request (DDR) and should be read in conjunction with your DDR authorisation and our terms and conditions.

Definitions         

account means the account held at your financial institution from which we are authorised to arrange for funds to be debited.

agreement means this Direct Debit Request Service Agreement between you and us.

banking day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia.

merchant means the merchant that payments are forwarded to.

debit day means the day that payment by you to us is due.

debit or payment means a particular transaction where a debit is made.

direct debit request means the Direct Debit Request between us and you.

us or we means Thoroughbred Payments, (the Debit User) you have authorised by requesting a Direct Debit Request.

you means the customer who has signed or authorised by other means the Direct Debit Request.

your financial institution means the financial institution nominated by you on the DDR at which the account is maintained.

1. Debiting your account            

1.1         By signing a Direct Debit Request or by providing us with a valid instruction, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and you.

1.2         We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request. Or We will only arrange for funds to be debited from your account if we have sent to the address nominated by you in the Direct Debit Request, a billing advice which specifies the amount payable by you to us and when it is due.

1.3         If the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following banking day. If you are unsure about which day your account has or will be debited you should ask your financial institution.

2. Amendments by us   

2.1         We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.

3. Amendments by you

You may change, stop or defer a debit payment online, or terminate this agreement by providing your merchant or us with at least 3 days notification by writing to:  Thoroughbred Payments, Reply Paid 79683, Balmain, NSW 2041  or  by telephoning us on 02 9556 7570 during business hours; or arranging it through your own financial institution, which is required to act promptly on your instructions.

4. Your obligations         

4.1         It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request.

4.2         If there are insufficient clear funds in your account to meet a debit payment:

(a)          you may be charged a fee and/or interest by your financial institution;

(b)          you may also incur fees or charges imposed or incurred by us; and

(c)          you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed time so that we can process the debit payment.

4.3         You should check your account statement to verify that the amounts debited from your account are correct

5. Dispute           

5.1         If you believe that there has been an error in debiting your account, you should notify us directly on 02 9556 7570 and confirm that notice in writing with us as soon as possible so that we can resolve your query more quickly.  Alternatively, you can take it up directly with your financial institution.

5.2         If we conclude as a result of our investigations that your account has been incorrectly debited, we will respond to your query by arranging for your financial institution to adjust your account (including interest and charges) accordingly.  We will also notify you in writing of the amount by which your account has been adjusted.

5.3         If we conclude as a result of our investigations that your account has not been incorrectly debited, we will respond to your query by providing you with reasons and any evidence for this finding in writing.

6. Accounts       

You should check:

(a)          with your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by financial institutions.

(b)          your account details which you have provided to us are correct by checking them against a recent account statement.

(c)           with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.

7. Confidentiality            

7.1         We will keep any information (including your account details) in your Direct Debit Request confidential.  We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.

7.2         We will only disclose information that we have about you:

(a)          to the extent specifically required by law; or

(b)          for the purposes of this agreement (including disclosing information in connection with any query or claim).

8. Notice            

8.1         If you wish to notify us in writing about anything relating to this agreement, you should write to:

Thoroughbred Payments, Reply Paid 79683 Balmain, NSW 2041

8.2         We will notify you by email, via an online post or by sending a notice in the ordinary post to the address you have given us in the Direct Debit Request.

8.3         Any notice will be deemed to have been received on the third banking day after posting.

9. Card Scheme & Payment Account Provisions 

9.1 Tri-Party Agreement 

You acknowledge that due to Card Scheme Rules, where your card volumes exceed, or are reasonably expected to exceed, $1,000,000 per annum with either Visa or Mastercard: 

  1. you may be required to enter into a Tri-Party agreement, that will be provided to you, between you, the acquirer and us in respect of all card transactions processed by the third-party acquirer that will be mentioned in the Tri-Party agreement; and 
  2. we will be the provider of the services to you.
Thoroughbred Payments, Reply Paid 79683 Balmain NSW 2041 (02) 9352-7570