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Customer Terms and Conditions

Zenpay provides a service for customers to make payments to business merchants. These terms and conditions form part of a customer Registration Form executed by the customer wishing to pay to the customer’s business Merchant through the service provided by Zenpay, operated by Zenith Payments Pty Ltd ABN 63 056 881 942. By completing and executing the CRF, the customer agrees to be bound by the terms and conditions set out below (the “Terms”).

1. Definitions ( as used in this agreement)

Account means the credit, debit or bank account nominated or used by the customer for payment.

Business Merchant or Merchant means the Merchant, to whom payments are payable.

Customer means a person who has an agreement relating to the making of Payments to a Merchant. For the purposes of this agreement, it also includes any person who registers to pay via the Zenpay program.

Customer Registration Form or (CRF) means an agreement between a customer and us whereby the customer agrees to participate in the Zenpay Program.

Payment (or Payments) in relation to a Customer, means the amounts a Customer pays to a Merchant. For the purpose of this agreement, it also includes any other Payments made by Customers and/or processed by the Customer’s Merchant or Zenpay.

Zenpay Program or Zenpay or us means the program developed by Zenith Payments Pty Ltd (ABN: 63 056 881 942) for the processing of payments.

2. Contract

2.1 These Terms apply to any customer from the date upon which Zenpay accepts a customer’s CRF.

2.2 These Terms do not operate to vary or a􀆯ect in any way the meaning, operation and e􀆯ect of any other contract to which the customer is a party including, without limitation, the contract to which 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 (the “Account”). These Terms do not oblige the customer to use the Account to pay or any other amount.

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 Zenpay is not responsible or liable in any way for any failure by any entity issuing the Account to remit payments. The customer is liable for any and all expense, damage or loss incurred by Zenpay in the event of the misuse or unauthorised use of the account by the customer and the customer must reimburse any such amounts to Zenpay.

4. Payment Procedures

4.1 The customer or Merchant will be deemed to have authorised the Account to be debited or charged with the and the Convenience Fee described in the CRF when: Zenpay receives a “YES” response from the customer’s nominated SMS number or email address to a reminder initiated by Zenpay; the date for payment of passes if the customer has nominated ‘Set & Forget’ automatic payments as their payment method in the CRF; the customer or Merchant initiates or schedules payment at an electronic or online payment terminal provided by Zenpay; the customer requests or

Merchant Zenpay to initiate a payment; and/or the customer or Merchant initiates payment via the Zenpay website or by any other payment system operated by Zenpay.

4.2 Zenpay 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 Zenpay immediately if the Account is lost or stolen by calling (02) 9556 7500 or such other number as Zenpay designates [by notice to the customer/by posting it on the Zenpay website]. A notice given by the customer or Merchant under this paragraph will be deemed to be a Change Notice cancelling all Authorisations to make payments using the Account five days after Zenpay receives the notice.

4.3 Regardless of when Zenpay 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. Zenpay will not be obliged to process a payment authorised under paragraph 4.1 after 5.00 pm for card or 4:30pm for bank account or on a day trading banks are not open for business until the next day upon which local trading banks are open for business.

4.4 The customer releases and indemnifies Zenpay from and against any action claim, loss, proceeding, cost, liability or expense (a “Claim”) su􀆯ered 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 unless that failure occurs due to a breach by Zenpay of these Terms.

4.5 As a separate, primary and severable liability, you indemnify and must keep Zenpay indemnified from and against any Claim su􀆯ered or incurred by Zenpay in relation to, in connection with or as a direct or indirect result of any payment or purported payment of 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 Zenpay 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 The customer will pay to Zenpay the Convenience Fee identified in the CRF or online when scheduling or processing a payment. Any Authorisation under paragraph 4.1 will be deemed to include an Authorisation for Zenpay or the Merchant to debit or charge the Account with this convenience fee at the same time as a payment is made.

4.7 In the event of a payment that the customer initiated subsequently being rejected by the customer’s bank or another party, the customer will pay to Zenpay a fee (a “Failed Payment Fee”) of $15 (including GST). This Failed Payment Fee will be automatically deducted from the customer’s nominated account four days after Zenpay receives notification of the rejected payment. Should the Failed Payment Fee also become rejected, Zenpay reserves the right to cancel all payment arrangements immediately.

4.8 The customer acknowledges that any payments made under this agreement that are subsequently disputed or reversed or which Zenpay 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.

4.9 Zenpay will issue a tax invoice online complying with GST legislation online.

5. Cancellation or Stopping Payments

5.1 The customer is responsible for advising Zenpay or the Merchant if 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 Zenpay (other than the Convenience Fee and other fees charged directly by Zenpay) are remitted by Zenpay to the Merchant and, accordingly, any payments that exceed the actually payable by the customer must be recovered by the customer from the Merchant. The customer releases and indemnifies Zenpay from and against any dispute or claim arising from any Authorised payment of that is not actually due and/or payable. The Convenience Fee and other fees charged directly by Zenpay are not refundable under any circumstances.

5.3 The Authorisations will be deemed to continue unless and until the customer notifies Zenpay or the Merchant in writing that they are withdrawn (a “Cancellation Notice”). A Cancellation Notice sent to Zenpay will not be e􀆯ective until five days has elapsed from the date Zenpay receives it. A customer must execute a new CRF if the customer wishes to renew the Authorisations.

5.4 Zenpay or the Merchant will, from time to time, publish or make available online 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. If the change notice is sent to Zenpay, the information contained in a Change Notice will be deemed to have replaced the information in a CRF (as

previously amended) five days after Zenpay receives a Change Notice.

5.5 Zenpay can terminate the payment arrangements contained in these Terms at any time.

6. Privacy

6.1 Without limiting the operation of the Zenpay privacy policy, the customer expressly authorises Zenpay to disclose any of the customer’s personal information to the Merchant and any other person nominated by the Merchant. Zenpay will use the information specified on the CRF for the purpose of identifying the customer.

7. Variations and Amendments

7.1 Zenpay may vary, delete or add (a “Change”) to these Terms (including the Convenience Fee and other fees) at any time. Any Change will be e􀆯ective from the date Zenpay posts the Change on the Zenpay website. Zenpay may not notify the customer 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 Zenpay has not made any warranty in relation to the benefits, if any, that may accrue to the customer from paying 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 Zenpay 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 Zenpay under this paragraph will be e􀆯ective on the day after it is posted.