BillFoldTM Terms and Conditions for a Technocash BillFold Facility
These Terms and Conditions apply to any use of a Technocash BillFoldTM and any use of a Technocash BillFold constitutes an agreement to abide by these Terms and Conditions with Technocash Limitedtd as amended and posted on the www.technocash.com website from time to time. These Terms and Conditions should be read in conjunction with any applicable Product Disclosure Statement or other disclosure document relating to the particular BillFold type. Large deposits may be managed separately by direct client instructions - see Large Deposits section below.
TECHNOCASH CUSTOMER TRUST
1 Security Trust Deed
All monies received for the purchase of or deposit to Technocash BillFolds other than Customer initiated transactions are non-refundable (other than in accordance with clause 2(b)) and will be held in a bank account ("Accounts") by Technocash subject to a mortgage over the Accounts held on trust for each Customer ("Technocash Customer Trust") by the Technocash Trustee, pursuant to a Security Trust Deed between the Security Trustee and Technocash dated 19 November 2003 and registered with ASIC with allotted charge number 997227 on the 25th November 2003, ("Security Trust Deed"), for the protection of each Customer. Monies in the Accounts will only be withdrawn as follows:
2 Withdrawals from the Accounts
The following monies can be withdrawn:
3 Excluded monies
For the avoidance of doubt it is acknowledged that the following monies do not comprise part of the Technocash Customer Trust and therefore are not part of the Technocash Customer Trust:
No interest is payable to customers on funds in Technocash Accounts because all interest and other returns from funds in Bank Accounts and Authorized Investments solely belong to Technocash.
Technocash may invest funds held in such accounts in any method authorised under the Act and Regulations, including: investment on deposit with an eligible money market dealer or at interest with an Australian ADI; the acquisition of cash management trust interests; investment in a security issued or guaranteed by the Commonwealth or a State or Territory; investment on deposit with a licensed CS facility; and investment in a managed investment scheme.
In opening a Technocash BillFold Account and agreeing to the terms and conditions customers: consent to Technocash investing such funds via any of the methods specified above or as otherwise allowed by the Act or Regulations from time to time; agree that earnings on such investments accrue to and remain the property of Technocash and that any losses on such investments are similarly borne by Technocash; understand that they will not be charged any fees in relation to any investment/s Technocash may undertake; and, for purposes of clarity, understand and agree that any customer at any time is entitled only to the amount of funds reflected in their BillFold Account balance.
Technocash BillFold Account Type Allocation
Technocash BillFold Account types can be personal accounts or business accounts. Technocash reserves the right to ensure the customer uses the correct account type to match their profile. If Technocash deems the account type needs to be changed then Technocash will provide 7 days notice by email, fax or if appropriate by mobile messaging prior to adjusting the account type and corresponding fees and charges. Ensuring the correct account type applies ensures in general Technocash can match services and support levels as needed. For clarity some examples of when Technocash may change the account type are provided: i) Where an individual with a personal account type is clearly carrying on business activities, the account type would be changed to a Business Account or a Retail Account. ii) Where a business is collecting many payments from the public or consumers or investor clients then the account would be changed to a Retail Account with negotiated merchant fees. iii) If an accountholder ceases business activity then the account type can become a personal account for the signatory.
4 Definitions relating to Security Trust Deed
"Accounts" means deposit accounts opened in the name of the Security Trustee or such other account as nominated in writing by the Company to the Security Trustee from time to time.
"Authorised Investments" means:
"BillFold" means the facility operated by Technocash to login using a number or username and a password, or alternatively plastic card with magentic stipe or smart card information and password (or PIN) to access various services offered by Technocash including financial transaction processing and detailed reporting. The BillFold may be associated with a plastic (or other material) card with its related number (typically a 16 digit mod10 number) and alternative access modes such as wireless, barcodes or membership numbers.
"Customer" means any person or business who has purchased or been issued with a Technocash BillFold in accordance with the Technocash Terms and Conditions.
"Company" means Technocash Pty Ltd.
"Technocash Trustee" means Firepond Pty Limited ABN 57 003 952 869 appointed as Security Trustee under the Security Trust Deed which is an independant company in Australia associated with Frazer Hall Chartered Accountants and Auditors.
end trust section
Any person may acquire this type of Technocash BillFold card provided that they are acceptable to Technocash and the relevant application process is completed.
Any person may apply for a Technocash BillFold, subject to any restricted categories as defined per the Technocash Anti-Money Laundering and Counter-Terrorism Financing Program, and the requirement of applicants to satisfy any relevant customer identification and verification procedure both prior to a BillFold Account being activated and subsequently.
A BillFold card can be purchased directly from Technocash, from an authorized salesperson, or from another BillFold card login when funds permit and subject to completion of any relevant customer identification and verification procedure. Where a new BillFold is purchased via an existing BillFold card's login, the new BillFold card's login information can be sent to the intended owner by the purchaser. The intended owner should change the password, after which transfer of ownership to them is completed. Prior to this ownership change the original purchaser can still access the login information from within their BillFold. Once a card is paid for Technocash will send the physical card to the address involved in the purchase.
Application procedures and terms and conditions set by Technocash may change from time to time, and you should refer to the section within these Terms and Conditions relating to Account Opening Procedures, Transaction Reporting and Money Laundering Prevention.
Temporary BillFold Accounts
You may apply for a Temporary BillFold Account online via the Technocash website. A Temporary BillFold Account has restricted and selected features only. Using a Temporary BillFold Account you may explore the Technocash online environment and BillFold features, load funds, accept payments, and access other limited applications, however you cannot make payments or withdraw funds until the Temporary BillFold Account has been upgraded and you have satisfied the relevant Application procedure including satisfying any relevant customer identification and verification procedures.
BILLFOLD IDENTIFICATION NUMBER
When approved by Technocash, each applicant will be issued with a BillFold Identification Number. Your BillFold Identification Number will not change except in exceptional circumstances and then only with the express agreement of Technocash. The BillFold Identification Number is commonly used throughout the BillFold system for all BillFold card users to uniquely identify each BillFold card.
ACCESS TO BILLFOLD SERVICES AND USE OF PASSWORDS
Technocash does not represent or guarantee that access to your BillFold or the Technocash service will be uninterrupted. You acknowledge that access to your BillFold or the Technocash service may be affected by outages, faults and delays however caused. If a malfunction or error in the operation of an Account is identified, the Account holder should contact Technocash via the online feedback form available at Technocash's website/s or using the contact details in the "Contact Us" section of Technocash's website/s
Your BillFold card login can only be accessed using your BillFold Identification Number or Username - if set and applicable to a particular type of BillFold card - and your Password.
Upon issue of a BillFold, you will be provided a temporary password. Generally upon first use, you will need to input your own password to access your BillFold. As well, you have the option to add a spend password dealing with purchases from or transfers from your BillFold card.
As the authorized user of your BillFold, you shall:
(a) choose your Password carefully;
(b) ensure that your Password does not relate to any readily accessible data such as your name, birth date, address, telephone number, driver's licence number, licence plate number or passport number;
(c) ensure that your Password is not an obvious combination of letters or numbers;
(d) commit your Password to memory and under no circumstances write it down or record it electronically or otherwise and especially not keep a written record of your Password in your wallet or purse;
(e) not disclose your Password to anyone else;
(f) be vigilant about protecting your Password and to take all steps necessary to ensure and safeguard your Password including changing your Password if necessary;
(g) be aware that any hints provided by the Technocash System to assist you in recalling your Password are provided as a convenience only and information supplied by you in these hints are supplied at your own risk especially having regard to the matters outlined above. Also in choosing the hints be aware that people close to you may have sufficient personal information so as to correctly answer the hints and cause damage such as changing the password to lock you out or transferring some or all of your funds from your BillFold, so you need to choose your hints carefully; and
(h) protect any personal identification number issued to you to be used with a card version of your BillFold with the same care and responsibility as your Password as outlined above.
Ownership of a Technocash BillFold account is a privilege and not a right. Should Technocash believe that your BillFold account is being used for money laundering, tax evasion, fraud, any other purposes Technocash considers suspect or improper or as representing an unacceptably high risk to the Company, the BillFold account owner, other Technocash customers or consumers generally, offering or selling goods or services online requiring customers to be of a particular age such as tobacco, alcohol or adult services, or where the BillFold account owner breaches any of these terms and conditions, Technocash reserves the right to indefinitely suspend or terminate your BillFold account. In such cases Technocash will use its best endeavours to return all funds in a customer's BillFold account to the rightful owner where this is determined by Technocash to be an appropriate course of action in the circumstances. To this end, the Account holder will be required to nominate a bank account to which Technocash Pty Ltd will return the balance of the funds remaining in the Account, less any applicable fees. The nominated bank account must, except in exceptional circumstances and at the absolute discretion of Technocash, be in the same name of the Account holder or an Account signatory. The right to have outstanding funds returned must be exercised by the Account holder within 12 months of the date upon which the Account becomes suspended or is terminated.
Unauthorised Access to BillFold Services
If you reasonably believe that:
(a) your BillFold Identification Number/Username and/or your Password/s have been compromised, lost or stolen;
you have a responsibility to inform Technocash immediately on 1300 137 494 or using the telephone contact numbers available on the Technocash website/s "Contact Us" section as posted from time to time. Provision is made for calls outside regular business hours, and notice provided by telephone is effective to limit your liability for any losses which may occur after the time at which notification is given. It may be necessary in such circumstances for Technocash to immediately and indefinitely suspend access by any party to the particular Account subject of the notification, in which case timing of resumption of access rights and conditions attaching thereto shall be determined by Technocash in its sole discretion as necessary to ensure security and viability of the Account and the TECHNOCASH system. Any delay in notifying Technocash in relation to the above matters may result in the Account holder's personal liability for any losses or damages incurred.
Liability for losses incurred due to unauthorised transactions or activity on a non-business customer's Account shall be determined under the Electronic Funds Transfer Code of Conduct.
Circumstances Where Account Holder not Liable
An Account holder will not be liable for any losses resulting from unauthorized transactions where it is clear that they have not contributed to such losses.
Account holders will not be liable for any losses that are:
Where an Account holder notifies Technocash Pty Ltd that:
(a) their BillFold Identification Number/Username and/or Password/s have been compromised, lost or stolen;
the Account holder will be liable for any losses resulting from unauthorized transactions occurring following notification unless they have strictly and completely followed the procedures for notification outlined in these terms and conditions.
Circumstances Where Account Holder is Liable
(a) the Account holder contributed to the loss through their own, or another signatory to the Account's own, fraud
or contravention of the requirements not to: (i) voluntarily disclose, to anyone, their BillFold Identification Number/Username or Password/s;
(ii) make a record of their BillFold Identification Number/Username or Password/s; (iii) select a Username or Password/s representing their
name, birth date, address, telephone number, driver's licence number, licence plate number or passport number, or any other otherwise obvious
combination of letters or numbers; and (iv) act with extreme carelessness in failing to protect the security of their BillFold Identification
Number/Username or Password/s; or
Where an Account holder has incurred losses and neither paragraph (a) nor (b) above apply, the Account holder will be liable for the least of: (i) $150; or (ii) the balance of the Account; or (iii) the actual loss at the time the Account holder notified Technocash in relation to the misuse of or unauthorised access to their Account or breach of the security of their BillFold Identification Number/Username or Password/s.
LOADING FUNDS TO YOUR BILLFOLD FACILITY
Funds deposited via Internet banking or deposit over the counter to a Technocash bank account will generally be credited the following business day to the BillFold facility identified in the bank transfer reference field, subject to the condition that Technocash will only credit cleared funds into the BillFold system. Payments received into Technocash bank accounts that do not have the correct reference or are otherwise unidentifiable will be held by Technocash in a Suspended Monies BillFold Account until such time that the rightful beneficiary of the funds is determined. Funds deposited via Australia Post are subject to Australia Post payment clearance times and will generally be credited next business day. Refer to the Digital-Cash Voucher Terms & Conditions and your BillFold login for more information.
Dedicated Bank Accounts
If a BillFold owner is provided a dedicated bank account or BPay collection service administered by Technocash, then the BillFold owner agrees that Technocash will process all payments directly into their BillFold account subject to the right of Technocash to withdraw funds in the event that funds are erroneously or fraudulently deposited into the dedicated bank account or BPay collection service. In the event that funds are erroneously or fraudulently deposited into a BillFold owner's dedicated bank account or BPay collection service the BillFold owner indemnifies Technocash against any resulting loss including any costs incurred.
ACCOUNT OPENING PROCEDURES, TRANSACTION REPORTING AND MONEY LAUNDERING PREVENTION
Being a financial institution, Technocash complies with Australian anti-money laundering and counter-terrorism financing legislation. Accordingly, Technocash may be required by law to: (i) verify the identity, address and other details of BillFold Account holders; (ii) keep records of all transactions together with identification provided; and (iii) monitor, and in some cases report to relevant government authorities, certain types of transactions or any suspicious transactions or matters. Where Technocash is required or requested to assist any government department or authority in Australia or elsewhere then Technocash may charge the relevent BillFold account holder/s a departmental assistance fee as Technocash determins based upon comparable liquidator hourly charges and further Technocash is entitled to recoup all and every out of pocket expenses indirectly of directly related to the assistance provided. Full disclosure of the departmental assistance fee may be restricted in acordance with the confidentiality required by AML/CTF regime. In such an event Technocash may deduct the departmental assistance fee and out of pocket expenses directly from the appropriate BillFold account or accounts without the requirement to notify the account holder/s.
Applicable Customer Identification Procedures – Individuals and Companies
Before Technocash can establish a BillFold Account in the name of an individual, we need to know the applicant's name, date of birth and residential address. The applicant also needs to provide Technocash identification which shows at least: (i) their name and address; OR (ii) their name and date of birth.
Additional information is required for customers opening a BillFold Account in the name of a business:
Customers may be requested to confirm their identity whether they are applying as a new customer or are an existing customer.
Applicable Customer Identification Procedures – Other Customer Types
All customers are subject to Applicable Customer Identification Procedures as defined in Technocash’s AML Program, as amended from time to time. The Applicable Customer Identification Procedure for particular customers is contingent upon their designated customer type as being either:
The particular Applicable Customer Identification Procedure in respect of customer types (c) – (g) is made known to BillFold Account applicants during the Application and Account Opening process.
Responding to Discrepancies
Where a discrepancy arises in the course of undertaking any Applicable Customer Identification Procedure Technocash will at first instance contact the customer concerned, detail the nature of the discrepancy and request the customer to provide an explanation for or clarify the discrepancy. If the customer’s explanation or clarification is acceptable Technocash will continue with standard identification and verification procedures. If the customer does not explain or clarify the discrepancy or the customer’s explanation or clarification is unacceptable, Technocash may: (i) in cases where a BillFold Account has been opened in respect of the customer – arrange to have the relevant BillFold Account locked until such time that an acceptable explanation or clarification is provided; or (ii) in cases where a BillFold Account has not been opened – arrange to prevent a BillFold Account being opened in respect of the customer until such time that an acceptable explanation or clarification is provided.
Holders of Technocash BillFold Cards or Facilities ("customers") can receive TECHNOCASH CashBack when they shop at participating merchants.
Customers can only receive CashBack where they use their Card for purchases at a merchant participating in their CashBack program powered by TECHNOCASH. CashBack generally applies to all goods and services offered by participating merchants unless the participating merchant specifies that CashBack does not apply.
CashBack Transactions are subject to review and modification by the participating CashBack merchant. Notwithstanding any prior email or SMS to the customer, the merchant's review and modification of sale value is generally final and binding on the customer.
Approved CashBack Transactions result in a cash refund to the customer's CashBack Card for a percentage of the purchase price. The refund is generally a minimum 10% of the purchase price. This percentage or amount may vary from retailer to retailer. CashBack will be available not less than 2 business days after the CashBack Transaction is processed.
For SMS notification of CashBack Transaction processing sent to a customer’s mobile phone Technocash accepts no responsibility for the failure of any SMS to arrive where: such failure is due to any telecommunications provider failing to process the relevant SMS; the SMS is delayed due to congestion; or for other reasons. Technocash further accepts no responsibility for the failure of any notification email to be sent or received.
Information contained in any SMS or email notification received by the customer in relation to a CashBack Transaction should not be solely relied upon as an indication of the actual or pending value of any CashBack due to the customer. The only accurate indication of actual or pending CashBack funds is the information provided to the customer inside their CashBack Card login. Customers should regularly log in to their CashBack Card to check the actual values of available and pending CashBack funds for their particular CashBack Cards.
Where you have received CashBack from a purchase and later seek a refund from the retailer, you agree that you are only entitled to the purchase price less the CashBack amount already received, and should assist the retailer by not attempting to obtain a full refund. Where you have received CashBack from a purchase and later obtain a refund for the full purchase price, Technocash may reverse the CashBack received by you for that CashBack Transaction from available or future CashBack funds received by you in order to credit the funds back to the retailer.
Customers are only entitled to receive CashBack once per CashBack Transaction. Technocash reserves the right to reverse CashBack funds that are pending or have been credited to a customer’s CashBack Card where it is determined that the CashBack Transaction was compromised by operator error. If a customer fraudulently obtains CashBack more than once on any one CashBack Transaction Technocash can reverse any funds as appropriate, cancel the customer’s CashBack Card, and pursue legal remedies for recovery of funds. Technocash retains at all times the right to reverse payments and pursue legal remedies where a customer is the recipient of fraudulent funds.
TYPES OF BILLFOLD CURRENCY OPTIONS
There are two types of BillFold Currency setting - Home Currency or Multicurrency. A Home Currency-only BillFold operates in the nominated Home Currency of a BillFold. - usually set during the purchase of the BillFold. A Multi-currency BillFold can hold all currencies available to the TECHNOCASH system.
A Technocash BillFold is Home currency only. To gain multi-currency, you will need to upgrade to a Global BillFold or a Global FX Card or other Technocash Facility supporting multicurrency.
AMENDMENTS TO THE SERVICE
Technocash may at any time add to, remove, change, vary, or impose conditions upon the functions of all or any BillFolds in any respect without limitation to the fullest extent permitted by law.
FEES AND CHARGES
Fees and charges are set out in "Fees and Charges" (Hyperlink) as amended from time to time on Technocash's websites, as well as in the Product Disclosure Statement relevant to the particular product for which the fees and charges apply. BillFold card holders agree to pay the applicable fees and charges. All fees and charges shall be debited from your BillFold card, whether in Home Currency or Multicurrency, subject to any applicable fees and charges for the debiting of the outstanding amount, unless otherwise agreed.
Any fees and charges debited but unpaid will be carried forward and debited from any credit in any currency from your Billfold, whether in Home Currency or Multicurrency, subject to any applicable fees and charges for the debiting of the outstanding amount.
Technocash may at any time add to, remove, change, vary, or impose conditions upon the fees or charges for all or any of the functions of all or any BillFold cards in any respect without limitation, to the fullest extent permitted by law.
Each BillFold has an expiry date. A Billfold card can be extended upon payment of the appropriate monthly fee where applicable. Monies in a BillFold that has expired and has had no login activity for 365 days or unclaimed monies in a Suspended Monies Billfold Account for 365 days become the sole property of Technocash and are not to be covered under the Technocash Customer Trust.
Technocash aims to maintain your transaction records indefinitely, however Technocash is only required to maintain transaction details in a BillFold for a period of 2 calendar years (or part thereof).
It is the responsibility of each BillFold card holder to copy or print a copy of all transactions prior to the expiration of the 2 calendar years (or part thereof) period.
Each BillFold has an expiry date as determined by Technocash from time to time but which in any event shall not be less than the expiry date as first notified to the BillFold card holder by Technocash.
Each individual TECHNOCASH Voucher has a specific expiry date. If a Voucher reaches its expiry date any remaining monetary value becomes the sole property of Technocash.
PAYMENTS AND TRANSFERS
All BillFold payments and transfers are the sole responsibility of the BillFold holder and must account for the legitimate source of the funds.
ACCURACY OF PAYEE DETAILS
When entering payee details and authorising transactions it is the operator's responsibility to ensure that all details entered are correct. In processing payments, Technocash does not check that the account number entered matches the account name, BSB, or other details provided. To the extent permitted by law, Technocash is not liable for any loss arising from any error in details or instructions given by you or an authorised signatory to your BillFold account.
Technocash may from time to time allow BillFold owners to purchase phone recharges from within their BillFold login. In such cases Technocash acts as an agent only and is not the supplier of the goods: any offer is subject to availability, and prices and type of stock may change without notice.
GENERAL TERMS AND CONDITIONS
The BillFold Terms and Conditions supplement and complement the General Terms and Conditions and include any specific BillFold functions' terms and conditions (such as those applying to Organization with Retail facilities) and must be read in conjunction with them.
Technocash subscribes to, and will comply with the requirements of, the Electronic Funds Transfer (EFT) Code of Conduct in providing payment services and applying the General and BillFold Terms and Conditions for its non-business customers.
In the event of a conflict between the BillFold Terms and Conditions and the General Terms and Conditions the BillFold Terms and Conditions shall prevail to the extent of any inconsistency.
Use of a BillFold constitutes an express acknowledgement of the intellectual property ownership of Technocash in respect of the Technocash Payment system, BillFold, and trademarks.
To the fullest extent permitted by law Technocash is not liable for any loss or damage arising from the operation of your BillFold.
AGREEMENT TO BILLFOLD TERMS AND CONDITIONS
BillFold holders' login process and any ongoing use of their BillFold constitutes an agreement to abide by the BillFold Terms and Conditions with Technocash as amended and posted on the website from time to time. Amendments may be for all or only specified BillFold types.
A BillFold with retail sales functionality has additional Terms and Conditions which can be viewed in full from the Technocash website. Retail Card holders agree that Technocash can promote their business, its names and logos as a participant in the TECHNOCASH system on Technocash's websites, in emails and through the press, television, radio and other mediums.
COMPLAINTS HANDLING AND DISPUTE RESOLUTION
Technocash has a comprehensive Complaints Handling and Dispute Resolution System dedicated to handling customer complaints and resolving customer's issues honestly, efficiently and fairly. Customers wishing to activate complaint investigation and resolution processes should visit Technocash's website/s and detail the nature of the problem or complaint via the online feedback form. Alternatively, customers may submit complaints via telephone, facsimile or in writing using contact details available on the Technocash website/s "Contact Us" section as posted from time to time.
Unless precluded by operation of law, Account holders agree that any communication to be provided to them by Technocash in relation to the operation of their Account, these BillFold and General Terms and Conditions, or other communication, may be provided to their nominated electronic address. Account holders may opt out of this arrangement and must contact Technocash Pty Ltd if they wish to do so.
10 FORCE MAJEURE
Notwithstanding any provisions to the contrary in this Agreement, no party will be considered to be in breach of this Agreement or be held liable for damages and each party releases all other parties from any costs, expense or damages that any party may incur as a result of it being unable to comply with this Agreement due to occurrence of any event of Force Majeure.
11 LIMITATION OF LIABILITY
The Merchant acknowledges and agrees that:
(a) Technocash Limited will make reasonable efforts to ensure that the Technocash Payment System is available 24 hours per day throughout the Term, however it will not be liable for any failure to make the Technocash Payment System available;
(b) Technocash Limited is not liable for any losses suffered or damages incurred by the Merchant as a result of:
any event of Force Majeure;
any breakdown or interruption in the Technocash Payment System;
any errors or damage caused to the Merchant's Site or systems; or
the failure of Technocash Limited to perform in whole or in part any function which Technocash Limited has specified that it will perform;
(c) as Technocash Limited is only a payment mechanism the total liability of Technocash Limited to the Merchant pursuant to this Agreement or howsoever arising shall be limited to $100;
(d) Technocash Limited is not liable for any approval of a Technocash Payment Request which is subsequently found to relate to a fraud, or is otherwise invalid, due to the action or omission of the Merchant or any employee or agent of the Merchant; and
(e) To the fullest extent permitted by law Technocash Limited shall not be liable to the Merchant for any consequential loss including loss of profits or indirect loss.
Each party agrees that all information in relation to the other party's business including but not limited to any trade secrets, operations know-how, or any information concerning the organization, management and finance of the other party which is exchanged between them under this Agreement or acquired during the negotiations prior to the Operative Date is confidential and shall not be disclosed, divulged or otherwise placed at the disposal of any person not being a party to this Agreement or a Related Body Corporate except:
(a) to employees, legal advisers, auditors and other consultants requiring the information for the purposes of this Agreement;
(b) with the consent of the party who supplied the information;
(c) if the information is, prior to the Operative Date, lawfully in the possession of the recipient of the information through sources other than the party who supplied the information;
(d) if required by law or the rules of a stock exchange;
(e) if strictly and necessarily required in connection with legal proceedings relating to this Agreement; or
(f) if the information is or becomes generally and publicly available other than through the default of a party who divulges the information.
13 ELECTRONIC CONTRACTING
(a) Each Technocash Payment Request will be deemed to be an offer by the Merchant to Technocash Limited to pay the Fees for the provision of the Technocash Payment System by Technocash Limited in accordance with this Agreement.
(b) The sending of a Payment Approval by Technocash Limited will constitute an acceptance of the Merchant's offer.
(c) The offer under this clause will be deemed to be accepted at the time when the Payment Approval is sent by Technocash Limited to the Merchant at the Site.
(d) The parties agree that contracts formed in accordance with this Agreement shall be valid and enforceable between the parties.
(e) The parties agree not to contest the validity or enforceability of any contract formed, and any documents transmitted electronically, pursuant to the terms and conditions of this Agreement. Any such contract or document, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, shall be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.
(a) Any notice, demand, certification or other communication in this document shall be given in writing and in the English language and may be given by an authorized representative of the sender.
(b) In addition to any means authorized by law any communication may be given by:
being personally served on a party;
being left at the party's current address for service;
being sent to the party's current address for service by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail;
by facsimile to the party's current numbers for service; or
by email to the party's current email address for service.
(c) The addresses and numbers for service are initially:
Merchant: Address, facsimile and email: As specified in any signed Merchant Application Form/s or Company register or the Merchant's web-site .
A party may from time to time change its address or numbers for service by notice to the other party.
(d) A communication given by post shall be deemed received if posted within Australia to an Australian address, on the third Business Day after posting and in any other case, on the tenth Business Day after posting.
(e) A communication sent by facsimile shall be deemed received when the sender's facsimile machine produces a transmission report stating that the facsimile was sent to the addressee's facsimile number.
(f) A communication sent by facsimile shall be deemed given in the form transmitted unless the message is not fully received in a legible form and the addressee immediately notifies the sender of that fact.
(g) A communication sent by email will be deemed received 12 hours after being sent, unless a transmission report stating that the message was not delivered is received by the sender within that time.
(h) If a communication to a party is received by it after 5.00 PM or on a day which is not a Business Day, it will be deemed to have been received on the next Business Day.
15.1 Stamp duty
(a) The Merchant shall, as between the parties, be liable for and duly pay all stamp duty (including any fine or penalty except where it arises from default by the other party) on or relating to this document and any document executed under it.
(b) If a party other than the Merchant pays any stamp duty (including any fine or penalty) on or relating to this document or any document executed under it, the Merchant shall pay that amount to that party upon demand.
15.2 Legal costs
Each party shall bear its own legal and other costs and expenses relating directly or indirectly to the preparation of, and performance of its obligations under, this document.
Except for an amendment of this document by Technocash Limited as specified in the Merchant's Application Form, this document may only be varied or replaced by a document duly executed by the parties.
15.4 Waiver and exercise of rights
A single or partial exercise or waiver of a right relating to this document will not prevent any other exercise of that right or the exercise of any other right. A party will not be liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
15.5 Rights cumulative
Subject to any express provision in this document to the contrary, the rights of a party under this document are cumulative and are in addition to any other rights of that party.
15.6 Approvals and consent
Subject to any express provision in this document to the contrary, a party may conditionally or unconditionally give or withhold any consent to be given under this document and is not obliged to give its reasons for doing so.
15.7 Further assurance
Each party shall promptly execute all documents and do all things that any other party from time to time reasonably requires of it to effect, perfect or complete the provisions of this document and any transaction contemplated by it.
15.8 Computation of time
Where time is to be reckoned by reference to a day or event, that day or the day of that event is excluded.
15.9 Governing law and jurisdiction
This document is governed by and is to be construed in accordance with the laws in force in New South Wales and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
The Merchant shall not dispose of or encumber any right under this document without the prior written consent of Technocash Limited. Technocash Limited may assign its rights and obligations under this document to any person and the Merchant will execute all instruments required by Technocash Limited to give effect to any such proposed assignment. Technocash Limited may assign its rights under this document at any time by giving notice to the Merchant.
15.11 Joint and several liability
An obligation of two or more persons binds them jointly and severally.
This document may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument.
15.13 Effect of execution
This document is not binding on any party unless it or a counterpart has been duly executed by, or on behalf of, each person named as a party to the document.
15.14 Entire understanding
(a) This document embodies the entire understanding and agreement between the parties as to the subject matter of this document.
(b) All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this document are merged in and superseded by this document and shall be of no force or effect whatever and no party shall be liable to any other party in respect of those matters.
(c) No oral explanation or information provided by any party to another shall:
(i) affect the meaning or interpretation of this document; or
(ii) constitute any collateral agreement, warranty or understanding between any of the parties.
In this document:
Unless expressed to the contrary:
(a) words importing the singular include the plural and vice versa and any gender includes the other genders;
(b) if a word or phrase is defined cognate words and phrases have corresponding definitions;
(c) a reference to:
a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;
a person includes its legal personal representatives, successors and assigns;
a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
a right includes a benefit, remedy, discretion, authority or power;
an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;
provisions or terms of this document or another document, agreement understanding or arrangement include a reference to both express and implied provisions and terms;
time is to local time in Sydney;
"$" or "dollars" is a reference to the lawful currency of Australia;
this or any other document includes the document as varied or replaced and notwithstanding any change in the identity of the parties; and
writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes facsimile transmission; and
(d) a reference to this document includes all schedules and annexures referred to in it.
Headings do not affect the interpretation of this document.
16 RESERVE BANK
The rights and obligations of Technocash Limited and the Merchant in this Agreement are subject to Technocash Limited obtaining an authority or exemption from or conditions imposed by the Reserve Bank of Australia under the Payment Systems (Regulation) Act 1998 to operate the Technocash Payment System and the same applicability of Reserve Bank jurisdictions in other countries.
Large deposits may be managed separately at the discretion of Technocash Limited due to compliance. These deposits will not be part of the Technocash BillFold system because the funds are managed via individual segregated bank accounts. Large deposits generally are those over $500,000 AUD equivalent but this may vary on a case by case basis and these funds will be referred to as Private Client Funds (PCF).
PCF amounts and transaction may be reported separately in the BillFold system or by direct communication with the client. Activity on PCF's will be instructed by the client on a transaction by transaction basis where Technocash Limited will use its best endeavours to fulfill client instructions. Client Instructions for PCF activity, reporting and transactions may be made available via online systems at the discretion of Technocash Limited. PCF deposits may initially be credited to the clients BillFold account and then moved to their segregated bank account.
Risks for PCF may relate to transaction timing, and clearing times related to moving the funds from and to their segregated bank account, email delays reflecting notifications or administration delays or requests for further information. No interest is earnt on PCF. New PCF segregated bank accounts may have some delay to establish and thus funds may not be available until they have moved into the segregated bank account. Clients may instruct Technocash Limited to move some or all funds back into the BillFold system which will be at the sole discretion of Technocash Limited. Clients may instruct Technocash Limited to move some or all funds as directed and Technocash Limited has no liability whatsoever for the consequences of these transactions.
PCF fees will generally reflect the BillFold fees for the same transaction as if were executed via the BillFold system and may be payable out of their BillFold. Variations to fees may occur and services provided may have fees quoted separately.