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BillFoldTM Terms and Conditions for a Retailer Facility

GENERAL

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, Inc. or Technocash Pty Ltd 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.

Technocash BillFold (General Terms and Conditions for all cards)
Global FX Card or Global BillFold
B2B Facility
Technocash Merchant Facility/Retail BillFold/Business, including CashBack
Organization
Organization with Retailer, including CashBack
Distributor
Master Distributor
Agent

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 Monies in the Accounts will only be withdrawn as follows:

  1. in accordance with these Terms and Conditions; or
  2. for the payment of fees (including bank fees) and charges which Technocash incurs in respect of the Accounts.

2 Withdrawals from the Accounts

The following monies can be withdrawn:

  1. monies held in Accounts that have not been applied for purchases or payments by the Customer before the specified expiry date and where no renewal has taken place for that BillFold will become the property of Technocash and can be withdrawn by Technocash;
  2. In the event that Technocash becomes insolvent, the Technocash Trustee may withdraw and pay to each Customer their unspent BillFold Account Balance to the extent that monies are available, in accordance with the Security Trust Deed, as soon as practicable after the Technocash Trustee has been advised in writing by Technocash that Technocash has become insolvent or in the Security Trustee's opinion an "Insolvency Event" as defined in the Security Trust Deed has occurred; and
  3. monies to be invested in Authorised Investments by Technocash.

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:

  1. any interest that accrues in respect of the Accounts;
  2. the monies described in clause 2(a); and
  3. any other monies payable by the Customers to Technocash other than monies paid
for the purchase of or paid into a Technocash BillFold.

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:

  1. bonds, debentures, stock, treasury bills, notes or any other security issued by the Commonwealth of Australia or any government of any State or Territory of the Commonwealth of Australia; and
  2. deposits or certificates of deposit which have not more than 90 days to final maturity (and are not convertible into any other form of security) which are rated at least P1 by Moody's Investor Services Inc. or A1 by Standard & Poor's (Australia) Pty Limited or other similar reputable rating agency.

"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

AUTHORISED USER

Any person may acquire this type of Technocash BillFold card provided that they are acceptable to Technocash and the relevant application process is completed.


Social and Ethical Considerations

A Merchant Facility (also known as a Retail BillFold) is used to receive payments from Australia Post barcode collections, retail sales and business transactions using TECHNOCASH as a payment method. Technocash reserves the right to decline to allow the Merchant Facility to use the Technocash Payment System to sell goods and services online if Technocash, in its sole discretion, determines that the whole or substantial whole of the Merchant Facility's business is for the sale or licence or membership fees of products that require the customer to be of a required age such as alcohol, cigarettes, gambling, or adult products and sites or if Technocash determines in its sole discretion that the owner of the Merchant Facility is not a suitable person, business or organization to operate this type of BillFold. In such event the Merchant Facility will be either issued as or converted to a Global BillFold. No application fees or any other applicable fees will be refunded for this conversion.

APPLICATION

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.

A formal name for the BillFold application matching the business formal and/or trading name will be required, and if requested you may be required to provide evidence of ownership. Additional information may be required by Technocash to assist in establishment of your BillFold or may be required by Government authorities to meet appropriate regulations.

In the case of representatives, irrespective of any licence contract with Technocash, representatives can only begin to sell products and deal with customers after they have completed training and been notified by Technocash that their training has been successfully completed. Specific training requirements apply to Technocash's representatives providing advice to or otherwise dealing with Australian customers.

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.

BillFold Identification Numbers are not transferable.

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;
(b) the security of your Account has been breached; or
(c) unauthorized Account activity has occurred:

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:

(a) caused by the fraudulent or negligent conduct of employees or authorized agents of Technocash Pty Ltd;
(b) incurred prior to the account holder receiving their BillFold Identification Number and initial Password;
(c) incurred due to the account holder's BillFold Identification Number or initial Password being forged, faulty, expired or cancelled; or
(d) the result of any incorrect double debit transactions caused by Technocash Pty Ltd.

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;
(b) the security of their Account has been breached; or
(c) unauthorized Account activity has occurred:

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

An Account holder will be liable for losses resulting from unauthorised transactions on their Account where it is proven by Technocash on the balance of probability that:

(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
(b) the Account holder contributed to the loss by their own, or another signatory to the Account's own, unreasonably delaying notification to Technocash Pty Ltd after becoming aware: (i) of the misuse of or unauthorised access to their Account; or (ii) that the security of their BillFold Identification Number/Username or Password/s has been breached.

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.

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:

(1) In the case of an Australian domestic company, Technocash must know:

  1. the full name of the company as registered by ASIC;
  2. the full address of the company’s registered office;
  3. the full address of the company’s principal place of business, if any;
  4. the ACN issued to the company;
  5. whether the company is registered by ASIC as a proprietary or public company; and
  6. if the company is registered as a proprietary company, the name of each director of the company
and the applicant must have provided documentation sufficient to demonstrate:
  1. the full name of the company as registered by ASIC;
  2. whether the company is registered by ASIC as a proprietary or public company; and
  3. the ACN issued to the company.
(2) In the case of a registered foreign company in Australia (that is, a foreign company that may or may not be registered in a foreign jurisdiction and that is registered in Australia), Technocash must know:
  1. the full name of the company as registered by ASIC;
  2. the full address of the company’s registered office in Australia;
  3. the full address of the company’s principal place of business in Australia (if any) or the full name and address of the company’s local agent in Australia, if any;
  4. the ARBN issued to the company;
  5. the country in which the company was formed, incorporated or registered;
  6. whether the company is registered by the relevant foreign registration body and if so whether it is registered as a private or public company or some other type of company; and
  7. if the company is registered as a private company by the relevant foreign registration body - the name of each director of the company
and the applicant must have provided documentation sufficient to demonstrate:
  1. the full name of the company as registered by ASIC;
  2. whether the company is registered by the relevant foreign registration body and if so whether it is registered as a private or public company; and
  3. the ARBN issued to the company.
(3) In the case of an unregistered foreign company (that is, a foreign company that may or may not be registered in a foreign jurisdiction and that is not registered in Australia), Technocash must know:
  1. the full name of the company;
  2. the country in which the company was formed, incorporated or registered;
  3. whether the company is registered by the relevant foreign registration body and if so:
    1. any identification number issued to the company by the relevant foreign registration body upon the company’s formation, incorporation or registration;
    2. the full address of the company in its country of formation, incorporation or registration as registered by the relevant foreign registration body; and
    3. whether it is registered as a private or public company or some other type of company by the relevant foreign registration body;
  4. if the company is registered as a private company by the relevant foreign registration body ? the name of each director of the company; and
  5. if the company is not registered by the relevant foreign registration body, the full address of the principal place of business of the company in its country of formation or incorporation
and the applicant must have provided documentation sufficient to demonstrate:
  1. the full name of the company; and
  2. whether the company is registered by the relevant foreign registration body and if so:
    1. any identification number issued to the company by the relevant foreign registration body upon the company’s formation, incorporation or registration; and
    2. whether the company is registered as a private or public company.
Customers are required to provide additional identification if their BillFold Account transaction activity reaches certain levels. Where a BillFold Account: (i) has AUD $1000 or greater, or foreign currency equivalent, credited to it within any single 24-hour period; or (ii) has AUD $2000 or greater, or foreign currency equivalent, credited to it within any 30-day period, the BillFold Account holder must have: (i) completed the relevant Identification Form supplied by Technocash, as amended from time to time, or (ii) undergone a 100-point identification check or provided sufficient identification to Technocash to satisfy a 100-point ID check, or (iii) otherwise satisfied the Applicable Customer Identification Procedure for the relevant customer type as per Technocash’s Anti-Money Laundering and Counter-Terrorism Financing Program (“AML Program”). If Technocash has not received this information the BillFold Account may be blocked or otherwise subject to transaction limits until such time that the information is received.

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:

  1. individual;
  2. company;
  3. acting in the capacity of trustee of a trust;
  4. acting in the capacity of a member of a partnership;
  5. incorporated or unincorporated association;
  6. registered co-operative; or
  7. Government body.

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.

Sending Funds via BillFold Wire Transfer Feature

One or more local or overseas banks or other financial services providers may be involved in the transfer of funds from your Technocash account to the designated beneficiary.

Funds will normally be received by the nominated beneficiary within 1-2 days of the Technocash BillFold owner completing a transfer instruction. You acknowledge that delays may occur and that banks and financial institutions involved may transfer funds directly or indirectly via other financial institution intermediaries and correspondents.

The majority of banks levy bank fees upon receipt of incoming funds. If these charges are deducted from the transmitted funds this will result in the beneficiary receiving a lesser amount than transmitted. It is the Technocash BillFold owner's and beneficiary's joint responsibility to determine the charges that the beneficiary's bank will apply to transmitted funds upon receipt.

If an incorrect account number is quoted, some banks and financial institutions will credit the account quoted where it is a valid account number even where the account number does not correspond with the name of the stipulated beneficiary.

You acknowledge that the transfer of funds via the Technocash wire transfer feature may be subject to the acts, practices, policies and regulations of foreign governments and their instrumentalities, and that same may affect, restrict, prohibit or otherwise render unlawful transactions involving certain assets, persons, groups or entities. These factors may interrupt, prevent, delay or otherwise adversely affect transmission of funds.

You acknowledge that, in supplying your own and others' personal information for the purposes of effecting transfers of funds, that personal information may be passed on to banks and other financial institutions as necessary to complete the transfer. This information may be transmitted within and between banks and financial institutions and, where necessary or appropriate or otherwise required by law, to governmental and regulatory authorities.

You further acknowledge the following:

a) Technocash and its agents are not responsible for any loss, delay or error in relation to funds transfers.
b) Where you have stipulated a preferred intermediary bank the banks or financial institutions Technocash utilises to effect the requested transfer may opt to not use your nominated intermediary bank.
c) Technocash may make minor adjustments to the Beneficiary information in order to affect your wire transfers, including adjusting your beneficiary information in your account so that further transfers to this beneficiary can be processed smoothly. For example the Swift Code may need adjusting for branch ID, spacing and formating of account numbers. If Technocash deems the changes are significant or not obviously fixable then the payment will be rejected and you will be asked to fix the beneficiary information prior to resubmitting the payment.
d) Overseas banks' processing charges can be substantial and are generally borne by the beneficiary.
e) Where payments are delayed and correspondence between banks and financial institutions involved is required, additional charges may apply to cover the costs of correspondence.
f) Where payments are delayed and you request Technocash to initiate a trace with the relevant bank or financial institution on your behalf, charges may apply and these charges will be deducted from your BillFold account.
g) Any additional costs, charges, fees or taxes incurred by Technocash in connection with processing wire transfers will be reimbursed to Technocash by the BillFold owner from funds in the BillFold owner's Technocash account.

You agree to fully indemnify Technocash against any loss or damage howsoever caused in connection with your use of the BillFold wire transfer feature and further agree that, to the maximum extent permitted by applicable law, Technocash is not liable for loss of any kind arising in connection with:

a) Any delays howsoever caused.
b) The involvement in the transfer of funds of any banks or financial institutions including their acts or omissions.
c) The acts, practices, policies and regulations of foreign governments and their instrumentalities.

TECHNOCASH Remittance Agents

Remittance Agent Terms and Conditions for Technocash Merchant Facilities

The following terms and conditions apply to any retailer or business participating in a Remittance Agent Program powered by Technocash.

1. Remittance Agent General

  1. In order to become a Remittance Agent for Technocash Pty Ltd you must complete a Technocash Merchant Facility ("Technocash Account") application form, open a Technocash Account, and ensure that all signatories and authorised operators are fully verified.
  2. As a Remittance Agent you agree to process Remittance Transactions.
  3. For the purposes of processing Remittance Transactions, you will be provided an IMSE Terminal/s.
  4. You are paid commissions for Remittance Transactions processed by you based on an agreed fee split construct in accordance with a separate agreement with Technocash Pty Ltd.
  5. You must ensure that all Remittance Transactions are honoured. Any monies collected by you in the process of acting as a Remittance Agent must be deposited with Technocash in a timely manner, or you must ensure that you keep on float with Technocash (in your Technocash Account) sufficient funds to cover all Remittance Transactions. You may also enter into a direct debit arrangement with Technocash Pty Ltd, in which case you agree that Technocash is authorised to withdraw, in relation to each Remittance Transaction, the amount for the transaction from the bank account nominated by you in accordance with a completed direct debit authority.
  6. You must conduct your business in a fair and reasonable manner and in accordance with applicable laws. You have an overriding obligation to act honestly, efficiently and fairly in all aspects of your dealings with Technocash and customers.
  7. You agree to collect customer identification as instructed by Technocash which may include accurate copies of remittance customers' driver's licenses, passports or other documentation, and you agree to collect additional identification when required as advised by Technocash.
  8. You must keep all customer information obtained by you in the course of your activities as a Remittance Agent strictly confidential in accordance with the Technocash Privacy Policy.
2. IMSE Terminals for Remittance Agents
  1. IMSETM is a registered trademark of Technocash in Australia.
  2. As a Remittance Agent you will be issued with an IMSE Terminal/s and you are granted a license to use any IMSE Terminal/s provided for processing Remittance Transactions.
  3. All IMSE Terminals remain the property of Technocash. You grant Technocash or its nominated agent the right to enter your business premises where IMSE Terminals are used in order to deliver, withdraw, replace, service, or maintain any IMSE Terminals.
  4. Technocash reserves the right to replace your IMSE Terminal/s at any time whereupon you must offer up for return any existing IMSE Terminal/s and begin using the replacement Terminal/s in its/their place. It is your responsibility to maintain records of the dates and serial numbers of IMSE Terminals incoming and outgoing.
  5. Technocash will arrange installation of IMSE Terminals. You must place any IMSE Terminal/s prominently on a counter or otherwise at other points of sale to visibly and actively promote yourself as a Remittance Agent. You further agree to display, both inside and outside your nominated business premises, logos, stickers, posters and other materials as reasonably requested to advertise your operation as a Remittance Agent.
  6. Any IMSE Terminal in your possession must remain turned on and operational throughout the entirety of any given business day.
  7. If any IMSE Terminal should become damaged or broken or is otherwise unusable for any reason you must contact Technocash immediately with details and to schedule a service. You must notify Technocash of any technical difficulties regarding your IMSE Terminal/s.
  8. It is your responsibility to maintain the security and good working order of your IMSE Terminal/s at all times.
  9. It is your responsibility to insure against loss, theft or damage any IMSE Terminal/s for an agreed value of $2000 per IMSE Terminal.
  10. You agree and understand that IMSE Terminals function on mobile technology and that their use may be subject to outages, stoppages or may otherwise not be uninterrupted, and that Technocash shall not be held liable for any such outages, stoppages or interruptions.
3. Operator Authorisation Cards
  • Every IMSE Terminal is supplied with an agreed number of Operator Authorisation Cards. These Cards are your responsibility and must be treated with extreme care as they are used to authorise Remittance Transactions. You must keep all Operator Authorisation Cards safe and secure, and you agree to keep track of and document which staff members have access to the cards and on what terms. You have a positive obligation to advise Technocash of this information. You agree to ensure that only appropriately authorised personnel will be in possession of or trained in the use of the Operator Authorisation Cards at any time.
  • In the event that an Operator Authorisation Card is lost or stolen you must notify Technocash immediately. Fees and charges may apply for additional or replacement cards.
  • Transactions authorised using the provided Operator Authorisation Cards must be honoured.
  • 4. Obligation to Train Staff

    It is your responsibility to ensure that all of your staff members who will be handling Remittance Transactions have been adequately trained in the use of Operator Authorisation Cards and the IMSE Terminal.

    5. Customer Complaints/Dispute Resolution

    If any customer has a complaint in relation to their Remittance Transaction or you as a Remittance Agent you must inform Technocash immediately and provide the customer in question with Technocash's contact details so that the complaint can be dealt with in accordance with Technocash's Complaints Handling and Dispute Resolution Policy.

    6. Advertising

    (a) You agree your operation as a Remittance Agent may be advertised. (b) Advertising may be placed visually on-screen on the IMSE Terminal/s provided to you as well as on the casing of any IMSE Terminal/s. (c) Your operation as a Remittance Agent may also be advertised through the distribution of promotional material via emails, SMS messages, newsletters and other means.

    7. Direct Debits

    (a) Unless you agree to deposit with Technocash in a timely fashion funds for Remittance Transactions or to maintain sufficient float funds with Technocash in your Technocash Account for drawing down against in relation to Remittance Transactions processed, you must provide to Technocash your bank (or other financial institution) account details using an approved Technocash direct debit authority application form. Direct debits will be processed based on the information on your direct debit authority and in accordance with the terms and conditions contained in the direct debit service agreement.

    8. Termination

    (a) Technocash may withdraw any IMSE Terminal/s from you at any time and terminate your operation as a Remittance Agent by giving you notice in writing if: (i) Technocash determines that transaction activity level is unsatisfactory; (ii) You fail to process all requested Remittance Transactions; (iii) You fail to adequately train staff; (iv) You breach any of these terms and conditions or any other Technocash terms and conditions; (v) You have a liquidator, provisional liquidator, receiver or administrator appointed to you or any of your assets, you are placed into bankruptcy, any step is taken to effect any of these things or any other similar event occurs; or (vi) Technocash considers that your continued operation as a Remittance Agent is detrimental to the program or the company. Any right of Technocash to deduct monies from you in accordance with your Direct Debit Authority ceases where Technocash withdraws your IMSE Terminal/s, subject to the requirement that any outstanding monies from Remittance Transactions remain payable. (b) You will have no right to recover any compensation or damages from Technocash or any other person as a result of Technocash terminating your operation as a Remittance Agent.

    9. GST

    (a) The percentage of the total funds withdrawn by Technocash in relation to any Remittance Transaction is GST inclusive.
    (b) You agree that Technocash, as holder of an ABN and registered for GST, acts as an agent for GST purposes and as such may issue adjustment notices, and recipient created tax invoices to Remittance customers in respect of Remittance Transaction GST components, and that these are issued via your Technocash Account login on demand.
    (c) You further agree that: (i) You can log in to your Technocash Account at any time and view GST tax invoices associated with Remittance Transactions; (ii) you will not issue tax invoices in respect of Remittance Transactions; and (iii) you are registered for GST and will notify Technocash when you cease to be so registered.
    (d) Technocash indemnifies you for any liability for GST and penalty that may arise from an understatement by Technocash, on a tax invoice it issues, of the GST payable on any specified Remittance Transactions.

    10. Miscellaneous

    (a) Technocash excludes all implied terms, conditions and warranties to the full extent permitted by law. If any law implies a term, condition or warranty in these terms and conditions, that term, condition or warranty is included in these terms and conditions only to the minimum extent required.

    11. Amendment to Terms and Conditions

    Technocash may amend these terms and conditions by posting notice on its website. Any amendments take effect 7 (seven) days after the date of notification with the exception that in the case of amendments affecting fees or charges the amendments take effect 30 days after the date of notification of amendment.

    TECHNOCASH CashBack

    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.

    Card Renewal
    Each CashBack Card has a renewal date of up to 3 years from the date of issue. If your Card has been issued in conjunction with your social club, union or organisation, the renewal date is determined by them. Contact Technocash to renew your Card. You cannot receive CashBack to a Card that has not been renewed, however you can still access existing funds and services. Monies in a CashBack Card that has not been renewed and has had no login activity for 365 days become the sole property of Technocash and are not to be covered under the Technocash Customer Trust.

    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 Multicurrency card operates in the nominated Home Currency of a BillFold holder and in any other eligible currency offered by Technocash as nominated by the BillFold holder from time to time.

    A Multicurrency card operates so that others attempting to send funds to your BillFold will be notified of the currencies accepted by your BillFold.

    An attempt to send funds to another BillFold which is unsuccessful for any reason will authorize Technocash to send a message to the proposed BillFold recipient informing them that the intended sender attempted to send an amount of a nominated currency.

    A BillFold holder may downgrade to a Home Currency type provided that the balances of all non-Home Currencies are at the time of request zero.

    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.

    MEMBERSHIPS

    If your BillFold has been issued by or is linked as a member of an Organisation, Social Club or other entity with members (indicated in your BillFold login), that entity may have access to certain personal information which may be used for communication, marketing or other purposes. For example, your Social Club may have access to your date of birth and use it to send you a birthday special offer. You are able at any time to opt out of receiving communications, marketing and other materials: If you wish to do so you must contact your Social Club or Organisation. Any personal information is used only in accordance with the Technocash Privacy Policy.

    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.

    TIME PERIOD

    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.

    PAYMENT TO HOME CURRENCY BANK ACCOUNT

    A BillFold card holder may upon request have funds transferred from their Home Currency to their Home Currency Bank Account. If a BillFold card holder wishes to transfer funds to their Home Currency Bank Account from an alternative currency, they must first convert the funds into their Home Currency and request a transfer to their Home Currency Bank Account. Fees are payable. Moneys are only payable from a Technocash bank account in the Home Currency.

    PAYMENTS AND TRANSFERS IRREVOCABLE

    All BillFold payments and transfers are irrevocable and the sole responsibility of the BillFold holder.

    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.

    PHONE RECHARGES

    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.

    ELECTRONIC COMMUNICATIONS

    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.


    RETAIL FUNCTION TERMS AND CONDITIONS

    USE OF TECHNOCASH PAYMENT SYSTEM

    (a) TC P/L agrees to provide the Technocash Payment Service to the Retailer.

    (b) The Retailer agrees to offer the Technocash Payment System as a payment option for all customers purchasing goods and/or services from it over the internet.

    (c) TC P/L reserves the right to decline to allow the Retailer to use the Technocash Payment System if TC P/L, in its sole discretion, determines that the whole or substantial whole of the Retailer business is for the sale or licence or membership fees of products that require the customer to be of a required age such as alcohol, cigarettes, gambling, or adult products and sites or any of its products and services which are or can be reasonably considered illegal within any jusistiction of the home currency.

    (d) TC P/L reserves the right to decline to allow the Retailer to use the Technocash Payment System if TC P/L, in its sole discretion, determines that the Retailer or any of directors of the Retailer are banned directors, or are banned from carrying on any business, or are convicted for any fellony or are convicted for a misdemeanour or felony relating to fraud, money laundering, or similar offences.

    (e) The Merchant authorizes TC P/L to publicize in any manner the fact that the Merchant has agreed to use Technocash as an internet payment method. 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.

    1 CashBack Terms and Conditions for Technocash Merchant Facilities

    The following terms and conditions apply to any retailer or business providing CashBack or participating in a CashBack Program powered by Technocash. If you have signed a Direct Debit Authority to Technocash you are also protected by the terms and conditions of the Direct Debit Service Agreement. Click here to view the Direct Debit Service Agreement Any reference to "you," "your," or "yourself" means the Retailer.

    1.1 CashBack Transactions

    (a) You agree to process CashBack Transactions. For the purposes of processing these transactions, you will be provided an IMSE Terminal, or you will be able to use your own POS system, or you may use Transaction Books supplied by Technocash for manual entry of CashBack Transaction information.
    (b) You agree that Technocash is authorised to withdraw, in relation to each CashBack Transaction, the authorised percentage of the gross sales amount associated with that CashBack Transaction from your TMF BillFold, or from the bank account or credit card or Technocash BillFold nominated by you in accordance with your Direct Debit Authority provided to Technocash. Any amounts withdrawn are inclusive of GST. A percentage of CashBack Transaction value paid by you, as agreed, will be credited to the Technocash BillFold of the customer associated with the transaction. The same percentages and minimum deductions apply for CashBack Transactions through IMSE Terminal/s, your own POS system, and sales online.

    1.2 CashBack Programs

    (a) Retailers or businesses participating in CashBack Programs powered by Technocash agree to comply with all directions and protocols adopted by Technocash in relation to processing of CashBack Transactions, including the capture of transaction information and transfer of information to Technocash and the operation of the Program.
    (b) You must conduct your business in a fair and reasonable manner and in accordance with applicable laws. You have an overriding obligation to act honestly, efficiently and fairly in all aspects of your dealings with Technocash and customers. Where Technocash identifies information obtained by you in relation to CashBack or the Program as confidential you must keep that information strictly confidential.
    (c) Where you use the logos, trademarks, or other intellectual property of any other legal person/s in advertising your participation in the CashBack Program you must use only those logos, trademarks, or other intellectual property authorised by those person/s.

    1.3 IMSE Terminals

    (a) IMSETM is a registered trademark of Technocash in Australia.
    (b) All IMSE Terminals remain the property of Technocash. You grant Technocash or its nominated agent the right to enter your business premises where IMSE Terminals are used in order to deliver, withdraw, replace, service, or maintain any IMSE Terminals irrespective of whether your participation in the CashBack Program has been terminated.
    (c) You acknowledge that Technocash maintains a right at all times to approve or refuse the provision of any IMSE Terminal/s to you in their absolute and sole discretion.
    (d) If you agree to the provision of an IMSE Terminal or an agreed number of IMSE Terminals then such provision does not imply any connection, attachment, right or otherwise in relation to any particular IMSE Terminal/s bearing a particular serial number/s.
    (e) Technocash reserves the right to replace your IMSE Terminal/s at any time whereupon you must offer up for return any existing IMSE Terminal/s and begin using the replacement Terminal/s in its/their place. It is your responsibility to maintain records of the dates and serial numbers of IMSE Terminals incoming and outgoing.
    (f) Technocash will arrange installation of IMSE Terminals. You must place any IMSE Terminal/s prominently on a counter or otherwise at other points of sale to visibly and actively promote the CashBack Program. You further agree to display, both inside and outside your nominated business premises, logos, stickers, posters and other materials as reasonably requested to advertise your participation in the CashBack Program.
    (g) Any IMSE Terminal in your possession must remain turned on and operational throughout the entirety of any given business day.
    (h) If any IMSE Terminal should become damaged or broken or is otherwise unusable for any reason you must contact Technocash immediately with details and to schedule a service. You must notify Technocash of any technical difficulties regarding your IMSE Terminal/s or in accepting CashBack.

    1.4 Competitions

    (a) You should be aware that through your participation in the CashBack Program you may at times have the opportunity to participate in special promotions and competitions. Your participation will be subject to separate terms and conditions of the particular promotion or competition.

    1.5 Operator Authorisation Cards

    (a) Every IMSE Terminal is supplied with an agreed number of Operator Authorisation Cards. These Cards are your responsibility and must be treated with extreme care as they are used to authorise CashBack Transactions. You must keep all Operator Authorisation Cards safe and secure, and you agree to keep track of and document which staff members have access to the cards and on what terms. You have a positive obligation to advise Technocash of this information. You agree to ensure that only appropriately authorised personnel will be in possession of or trained in the use of the Operator Authorisation Cards at any time.
    (b) In the event that an Operator Authorisation Card is lost or stolen you must notify Technocash immediately. Fees and charges apply for additional or replacement cards.
    (c) Transactions authorised using the provided Operator Authorisation Cards must be honoured.

    1.6 Obligation to Train Staff

    (a) It is your responsibility to ensure that all of your staff members who will be handling CashBack Transactions are adequately trained in the use of Operator Authorisation Cards, the IMSE Terminal, and transaction processing cycles.

    1.7 Term of Participation in the CashBack Program

    (a) The Term of your participation in any CashBack Program is until that Program ends or you participation is otherwise terminated.

    1.8 Lost/Damaged IMSE Terminal/s

    (a) It is your responsibility to maintain the security and good working order of your IMSE Terminal/s at all times. Technocash retains the right to continue debiting money from you in accordance with your Direct Debit Authority provided to Technocash until the expiration of the term of your participation in the CashBack Program even where any IMSE Terminal/s are lost, damaged or stolen, with the exception that you may not be liable for the portion of time any IMSE Terminal/s is unavailable or inoperative due to a structural or other design flaw.
    (b) If IMSE Terminals supplied to you are supplied with a tether you must use the tether to secure the IMSE Terminals.
    (c) It is your responsibility to insure any IMSE Terminal/s for an agreed value of $1500 per IMSE Terminal.

    1.9 Merchant Review of Transactions

    (a) You can log into your TMF BillFold and view your transaction details and histories online 24 hours a day.
    (b) Technocash will use its best endeavours to ensure daily reporting on all transactions. Daily transaction information is processed overnight and a report will be available the next business day. It is your responsibility to review any transaction information - especially to review whether the transaction summaries reflect correct dollar values - and to inform Technocash immediately in the case of any discrepancy or other objection. If Technocash receives no directions to do otherwise before the close of the same business day, it will disperse CashBack funds to customers and others as appropriate and no consideration will be given to any objection raised by you following this dispersal.
    (c) It remains your responsibility to review transaction information even where no notification or summary reports are received. You can do this by logging in to your TMF BillFold and reviewing your transaction details and history.

    1.10 Refunds

    (a) Where you provide a refund to a customer for a CashBack purchase you must only refund the sale value less the CashBack amount already provided.

    (b) Where you refund a customer Technocash will use its best endeavours to recoup CashBack funds dispersed to that customer and credit the funds back to your TMF BillFold. Other CashBack funds related to the transaction cannot be reclaimed and will have already been used to cover costs.

    1.11 Merchant Specials

    (a) There will at all times be an assumption that all goods and services offered by you provide CashBack rewards unless it is expressly and noticeably stated otherwise. It is the responsibility of yourself and the holder of the Operator Authorisation Card authorizing the transaction to ensure that customers are fully informed, prior to purchasing goods or services, that the particular goods or services do or do not carry CashBack rewards.
    (b) You indemnify Technocash against any loss or damage arising from complaints received by customers in relation to a failure to observe the above practices, and against any claims that customers may make against Technocash rising out of your actions.

    1.12 Customer Complaints/Dispute Resolution

    (a) If any customer has a complaint in relation to the CashBack Program you must inform Technocash or its nominated agent/s immediately and provide the customer in question with Technocash's or its nominated agent/s contact details so that the complaint can be dealt with in accordance with Technocash's Complaints Handling and Dispute Resolution Policy.

    1.13 Amendment to Terms and Conditions

    (a) Technocash may amend these terms and conditions by posting notice on its website. Any amendments take effect 7 (seven) days after the date of notification with the exception that in the case of amendments affecting fees or charges the amendments take effect 30 days after the date of notification of amendment.

    1.14 GST

    (a) The percentage of the total funds withdrawn by Technocash in relation to any CashBack Transaction is GST inclusive.
    (b) You agree that Technocash, as holder of an ABN and registered for GST, acts as an agent for GST purposes and as such may issue adjustment notices, and recipient created tax invoices to CashBack customers in respect of CashBack Transaction GST components, and that these are issued via the BillFold login on demand.
    (c) You further agree that: (i) You can log in to your BillFold at any time and view GST tax invoices associated with CashBack Transactions; (ii) you will not issue tax invoices in respect of CashBack Transactions; and (iii) you are registered for GST and will notify Technocash when you cease to be so registered.
    (d) Technocash indemnifies you for any liability for GST and penalty that may arise from an understatement by Technocash, on a tax invoice it issues, of the GST payable on any specified CashBack Transactions.

    1.15 Advertising

    (a) You agree your participation in the CashBack Program may be advertised.
    (b) Advertising may be placed visually on-screen on the IMSE Terminal/s provided to you as well as on the casing of any IMSE Terminal/s. Advertising may include advertising for other retailers and merchants who may or may not be participating in the CashBack Program. In these cases Technocash will use its best endeavours to match suitable advertising to the IMSE Terminal/s provided to you by, for example, not advertising direct competitors.
    (c) Your participation in the CashBack Program may also be advertised through the distribution of promotional material via emails, SMS messages, newsletters and other means.
    (d) You may also advertise through IMSE Terminals for agreed fees.

    1.16 Direct Debits

    (a) You must provide to Technocash any bank (or other financial institution) account or credit card details using only the approved Technocash Direct Debit Authority application form. Direct debits will be processed based on the information on your Direct Debit Authority and in accordance with the terms and conditions contained in the Direct Debit Service Agreement.

    1.17 Miscellaneous

    (a) Each CashBack Transaction is generally based on the currency of the country of the premises in which the IMSE Terminal that processed the transaction is.
    (b) Technocash may allow credit card payments for CashBack Transactions.
    (c) Technocash excludes all implied terms, conditions and warranties to the full extent permitted by law. If any law implies a term, condition or warranty in these terms and conditions, that term, condition or warranty is included in these terms and conditions only to the minimum extent required.

    1.18 Termination

    (a) Technocash may withdraw any IMSE Terminal/s from you at any time and terminate your participation in the CashBack Program by giving you notice in writing if: * Technocash determines that your sales are unsatisfactory; * You fail to process all CashBack Transactions; * You fail to adequately train staff; * You breach any of these terms and conditions or any other Technocash terms and conditions; * You have a liquidator, provisional liquidator, receiver or administrator appointed to you or any of your assets, you are placed into bankruptcy, any step is taken to effect any of these things or any other similar event occurs; or * Technocash considers that your continued participation in the CashBack Program is detrimental to the program or that you are not an appropriate participant in the program, or where the Program ends. Any right of Technocash to deduct monies from you in accordance with your Direct Debit Authority ceases where Technocash withdraws your IMSE Terminal/s, subject to the requirement that any outstanding monies from CashBack Transactions remain payable.
    (b) You will have no right to recover any compensation or damages from Technocash or any other person as a result of Technocash terminating your participation in the CashBack Program.

    1.19 Definitions

    For CashBack Terms and Conditions:

    "CashBack" or "CashBack Program" means Technocash's loyalty cash reward program/s providing cash rewards for customers who purchase goods or services from participating retailers.
    "CashBack Transaction" means a transaction authorised by an eligible retailer participating in the CashBack Program/s for which a customer receives cash rewards.
    "Direct Debit Authority" means the authority granted by retailers participating in the CashBack Program/s to Technocash allowing Technocash to deduct an agreed percentage from CashBack Transactions, fees, charges and Government charges.
    "IMSE Terminal" means an Interactive Multimedia Sales Event Terminal, developed by Technocash, patent pending.
    "Operator Authorisation Card" means a security card issued by Technocash to participating retailers for the participating retailer's management and staff which allows for the authorisation of CashBack Transactions using an IMSE Terminal.
    "TMF" or "Technocash Merchant Facility BillFold" means the Technocash product held by participating retailers providing retail and CashBack functionality.

    2 INSTALLATION

    2.1 Installation

    TC P/L will supply and deliver the Software to the Retailer. The Merchant will install the Software in accordance with TC P/L's instructions.

    2.2 Testing

    (a) Upon installation of the Software, TC P/L will facilitate testing of the Technocash Payment Service. The Retailer will provide all reasonable assistance during the testing period and will, where necessary, re-install the Software and/or make alterations to its own equipment or software to ensure compatibility of the Software.

    (b) Testing may include TC P/L providing TECHNOCASH to the Retailer which upon processing may result in the transfer of money into the Merchant's Nominated Account and unless otherwise agreed the Merchant shall refund all such monies to TC P/L. The Merchant shall advise TC P/L as to which payments are for testing and these shall not be paid unless otherwise agreed. The Merchant shall advise TC P/L when testing ceases and thus all subsequent transactions are real unless otherwise agreed.

    3 USE OF THE TECHNOCASH PAYMENT SYSTEM

    3.1 Technocash Payment Request

    (a) When a customer chooses to pay the Merchant for goods or services using Technocash, then the Merchant's Site will generate a message to be sent to TC P/L's Nominated URL outlining the following minimum details:

  • Merchant Identification Number;

  • Invoice Number; and

  • Total Invoice Amount.

  • (b) The customer will then be required to enter one or more Technocodes in the form generated on the customer's screen by TC P/L and then follow the onscreen instructions.

    (c) If the Merchant or a customer submits additional information other than is necessary to complete the transaction, then TC P/L undertakes to only store the additional information temporarily in our Technocash database.

    (d) The Merchant agrees that the Total Invoice Amount is fully inclusive.

    3.2 Technocash Payment Response

    (a) If there is an Approved Payment, TC P/L will email to the Merchant's Site and display to the customer a message stating that the transaction has been approved and the Total Invoice Amount and Invoice Number.

    (b) Subject to this Agreement, TC P/L will always pay the Merchant if there is an Approved Payment. However, if TC P/L at its sole discretion considers that any request for a Technocash Payment Service could be fraudulent or threatens its best interests, then TC P/L may refuse to process or impose limits upon any request for a Technocash Payment Service without being required to give any reason or advance notice to the Merchant.

    3.3 Delayed Payment Facility

    (a) The Merchant may use the Delayed Payment facility unless cancelled by written notice by TC P/L.

    (b) TC P/L assumes that all payments are Immediate Payments unless notified by the Merchant.

    (c) If the Merchant chooses a Delayed Payment then:

  • the Delayed Payment may be for all or part of the Approved Amount;

  • the Merchant must notify TC P/L of the amount of the Delayed Payment as part of the request for a Technocash Payment Service;

  • it is the Merchants responsibility to ensure that the Approved Payment equals the sum of the Delayed Amount and immediate Amount;

  • TC P/L will delay paying the Merchant for the Delayed Amount until the Merchant advises TC P/L of the amount payable being either the whole or part of the Delayed Payment; and

  • if the Delayed Payment is not fully paid by the expiration of ninety days from the date of the Approved Transaction or is cancelled by the Merchant earlier, then TC P/L will re-instate the TECHNOCASH of the customer for the amount unpaid.

  • 4 FEES AND CHARGES

    4.1 Fees

    The Merchant agrees to pay the following fees to TC P/L for use of the Technocash Payment System:

    (a) For each Standard Transaction - the Standard Percentage or the Negotiated Percentage, whichever is the lower, of the Approved Payment.

    (b) For each Micropayment Transaction - 5% of the Approved Payment or 5 cents, whichever is the greater.

    4.2 Government Charges

    The Merchant agrees to pay all Government Charges.

    4.3 GST

    (a) In this clause, any expression defined in the Australian - A New Tax System (Goods and Services Tax) Act 1999 (as amended) shall have the same definition in this Agreement. For other countries appropriate laws apply.

    (b) All fees payable and other consideration to be provided in this Agreement are exclusive of GST. If GST is payable by TC P/L on a supply made under this Agreement the Merchant will pay to TC P/L an amount equal to the GST payable on the supply. That amount will be paid at the time the consideration for the supply is payable under this Agreement and will be paid in addition to the consideration.

    (c) Any invoice or claim provided by TC P/L under this Agreement will be accompanied by a tax invoice or other approved document providing the Merchant with the ability to claim an input tax credit. The Merchant agrees that any invoice or claim provided by TC P/L may be provided electronically either by email or by the Merchant accessing the invoice or claim from TC P/L's website.

    5 PAYMENTS

    (a) TC P/L will deduct all Fees and Government Charges due and payable by the Merchant from the Total Invoice Amount for each Approved Payment and then pay the balance to the Merchant.

    (b) Within the Transaction Period, TC P/L will endeavour to provide to the Merchant a transaction summary for all Approved Payments which may include the following information:

  • Merchant's name

  • List of Approved Payments within the statement period including for each transaction:

    1. the Invoice Number

    2. the Total Invoice Amount

    3. the amount of Fees charged by TC P/L

    4. the amount of Government Charges

    5. the net amount payable

  • the total amount payable to the Merchant for the Transaction Period.

  • (c) Subject to this clause, TC P/L will make all payments to the Merchant into the Nominated Account following 2 Business Days after every Transaction Period. TC P/L will use its best endeavors to make payments before 5 Business Days after every Transaction Period.

    (d) TC P/L may delay payment if the Total Invoice Amount less Fees and Government Charges is less that $50 until such time as the aggregated Customer Amounts Payable less Fees and any Government Charges is $50 or more.

    6 TC P/L'S OBLIGATIONS

    TC P/L will use reasonable endeavour to:

  • (a) maintain the Technocash Payment System;

  • (b) provide the Merchant with reports as outlined in this Agreement;

  • (c) pay the Merchant in accordance with this Agreement;

  • (d) promote the Technocash Payment System as a practical alternative internet payment system; and

  • (e) maintain its website promoting Technocash.

  • 7 MERCHANT'S OBLIGATIONS

    (a) It is the responsibility of the Merchant to verify to its satisfaction that the Customer Amounts Payable as specified by accessing the database of TC P/L using the Merchant Identification Number is the same as the amount outlined in the customer's order and TC P/L is not liable for any deficiency between the amounts.

    (b) The Merchant will immediately inform TC P/L of any unusual or suspicious transactions involving payment using the Technocash Payment System.

    (c) The Merchant will keep records of all transactions involving the use of the Technocash Payment System in accordance with usual commercial practice.

    (d) The Merchant will honour all purchase orders by its customers for which it has received or owed payment by TC P/L.

    (e) It is the Merchants sole responsibility to deal with their customers and their orders.

    (f) It is the Merchants sole responsibility to ensure that no customer who is not of the required age uses the Technocash Payment System for the sale or licence or membership fees of products that require the customer to be of a required age such as alcohol, cigarettes, gambling, or adult products and sites.

    (g) The merchant will ensure they do NOT sell alcohol, cigarettes, gambling, or adult products and adult sites or any pornography or any illegal product to holders of TECHNOCASH stored value.

    8 USE OF INTELLECTUAL PROPERTY

    (a) Notwithstanding any provision to the contrary in this Agreement, TC P/L owns the right title and interest in the Intellectual Property Rights arising in respect of the Technocash Payment System and Technocash Payment Services.

    (b) Subject to this clause, TC P/L grants to the Merchant a personal, non-exclusive, non-assignable licence to use the Intellectual Property Rights solely for the purposes of this Agreement. The Merchant may not use any of the Intellectual Property Rights in a manner which may reasonably be considered likely to cause damage to the image, reputation, or operation of TC P/L, the Technocash Payment System or Technocash.

    (c) The Merchant may not grant any sub-licence of Intellectual Property Rights and neither this Agreement nor any act of the Merchant or TC P/L will convey title to the Intellectual Property Rights.

    (d) The licence terminates immediately upon the date of termination of this Agreement.

    (e) The Merchant may only use the Software to facilitate online payment by its customers for goods and/or services purchased from its Sites.

    (f) The Merchant may only use the Trademarks to:

  • fulfil its obligations under this Agreement;

  • promote the use of the Technocash Payment System;

  • for any other purpose with the prior written approval of TC P/L.

  • (g) The Merchant agrees to only use TC P/L's logos and colour and font size of the Trademarks and trade dress as supplied by TC P/L to the Merchant from time to time.

    (h) The Merchant must not copy or reproduce the Intellectual Property Rights by any means or in any form without TC P/L's prior written consent other than for the purpose of storing reasonable back up copies.

    (i) The Merchant will adopt reasonable methods and procedures to prevent the copying of the Intellectual Property Rights and to inform the Merchants employees, servants and agents that no copies of the Intellectual Property Rights are permitted to be made except in accordance with this Agreement.

    (j) The Merchant must not modify, adapt, translate, reverse engineer or otherwise change the Intellectual Property Rights.

    (k) The Merchant must comply with a reasonable direction from TC P/L to re-deliver the Software to TC P/L in substitution for software which TC P/L may provide to the Merchant from time to time as and when TC P/L makes that software generally available and that software provides functionality equal to or better than the Software.

    (l) Where such a replacement as referred to in (k) is made, this Agreement continues to apply in all respects to the replacement software and the replacement software is deemed to be the Software for the purposes of this Agreement. Following any replacement the Merchant must return to TC P/L all copies of the original Software or otherwise deal with all copies of the Software in accordance with TC P/L's reasonable directions.

    9 TERMINATION

    9.1 Termination

    (a) Either party may terminate this Agreement by providing 45 days written notice to the other party.

    (b) Either party may immediately terminate this Agreement upon written notice to the other party at any time where the other party:

  • breaches a material obligation of this Agreement;

  • breaches this Agreement and does not remedy that breach within 14 days after receiving notice from the other party specifying the breach;

  • is unable to pay its debts as and when they fall due or has a receiver, receiver and manager, administrator, or liquidator appointed in respect of it or otherwise enters external administration; or

  • commits an act of bankruptcy, is declared bankrupt or enters into any composition or arrangement with or makes any assignment of its property in favour of its creditors generally.

  • 9.2 Merchant's obligations

    (a) Upon termination, the Merchant must immediately disable the "Pay by Technocash" system and remove all references to TC P/L, Technocash or the Technocash Payment System or Technocash Payment Services from its Sites and all marketing, promotional and other material relating to the same.

    (b) The Merchant must honour all transactions paid for by its customers using the Technocash Payment System up until and including at time of termination.

    9.3 TC P/L's obligations

    (a) Upon termination all outstanding payments will become due and payable.

    (b) TC P/L will immediately produce a final transaction summary.

    (c) TC P/L will be entitled to deduct all Fees and Government Charges and disbursement charges before remitting the balance to the Merchant.

    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) TC P/L 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) TC P/L 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 TC P/L to perform in whole or in part any function which TC P/L has specified that it will perform;

  • (c) as TC P/L is only a payment mechanism the total liability of TC P/L to the Merchant pursuant to this Agreement or howsoever arising shall be limited to $100;

    (d) TC P/L 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 TC P/L shall not be liable to the Merchant for any consequential loss including loss of profits or indirect loss.

    12 CONFIDENTIALITY

    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 TC P/L to pay the Fees for the provision of the Technocash Payment System by TC P/L in accordance with this Agreement.

    (b) The sending of a Payment Approval by TC P/L 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 TC P/L 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.

    14 NOTICES

    (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:

    Company: Technocash Pty Ltd

    Address: PO Box 618 Parramatta New South Wales, 2124, Australia

    Facsimile: (02) 9687 1911

    email: info@technocash.com.au

    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 MISCELLANEOUS

    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.

    15.3 Amendment

    Except for an amendment of this document by TC P/L 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.

    15.10 Assignment

    The Merchant shall not dispose of or encumber any right under this document without the prior written consent of TC P/L. TC P/L may assign its rights and obligations under this document to any person and the Merchant will execute all instruments required by TC P/L to give effect to any such proposed assignment. TC P/L 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.

    15.12 Counterparts

    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.

  • 15.15 Definitions

    In this document:


    "Account" means a Technocash BillFold Account.
    "Approved Payment" means the payment due if the Technocash Value is equal to or more than the Total Invoice Amount;
    "Business Day" means a day which is not a Saturday, Sunday or public or bank holiday, in Sydney Australia.
    "Delayed Payment" means a delayed payment by TC P/L to the Merchant of all or part of the Approved Amount at the request of the Merchant.
    "Fees" means all fees payable by the Merchant to TC P/L under Clause 4.
    "Force Majeure" means any act, event or cause which is beyond the reasonable control of the Party concerned, including war, insurrection, civil disturbances, blockades, riots, embargoes, epidemics, earthquakes, storms, lightning, floods or other adverse weather conditions, explosions, strikes and other labour conflict involving employees of the party affected or its contractors or its contractors' employees, government action or inaction, breakdown of machinery or equipment (unless caused by failure to observe good maintenance and engineering practice) or facilities or shortages or unavailability of materials or equipment, the effects of computer viruses upon software or a computer system, any unintentional overloading, reduction in capacity or alteration of a party's computer system or services to or from that system, telecommunications failure, internet data transmission failure or any other cause which is not reasonably within the control of the party claiming suspension.
    "Government Charges" means all applicable government taxes, duties or charges (including GST payable by TC P/L on any supply made by TC P/L to the Merchant under this Agreement from time to time imposed upon any transactions contemplated by this Agreement).
    "Immediate Payment" means all or part of the Approved Amount that is not a Delayed Payment.
    "Intellectual Property Rights" means all industrial and intellectual property rights of any kind including but not limited to the trade marks, trade dress, logos, copyright, design, patent, semi conductor, circuit layout rights, trade, business or company names, domain names or other proprietary rights, or any rights prior to registration of such rights whether created before or after the date of this Agreement including but not limited to the Software and Trademarks.
    "Invoice Number" means the unique number or letter combination up to 256 characters long which the Merchant has assigned to an individual transaction for the purposes of identifying that transaction in the Merchant's records.
    "Merchant Application Form" means the application form completed by the Merchant and provided to TC P/L in relation to Technocash Payment Services.
    "Merchant Identification Number" means the unique number issued by TC P/L to the Merchant to identify the Merchant.
    "Micropayment Transaction" means a payment by a customer for goods or services supplied by the Merchant of $8.99 or less.
    "Negotiated Percentage" means the percentage negotiated between TC P/L and the Merchant as outlined in the Merchant Application Form.
    "Nominated Account" means the account nominated by the Merchant to receive payments from TC P/L, initially being that specified in the Merchant Application Form completed by the Merchant to in relation to the use of the Technocash Payment Service.
    "Operative Date" means the date of acceptance by TC P/L.
    "Performance Testing" means the testing of the Technocash Payment System.
    "Site" means any websites from which the Merchant offers or displays goods or services which at the Operative Date has the Universal Resource Locater as its home page first listed in the Application Form.
    "Software" means the software provided by TC P/L to the Merchant to operate the Technocash Payment System, including any improvements, enhancements, upgrades or replacements of such software.
    "Standard Percentage" means three percent (3%).
    "Standard Transaction" means any payment transaction using Technocash which is not a Micropayment Transaction.
    "TC P/L's Nominated URL" means the universal resource locator of TC P/L being https://secure.technocash.com.au/trans/validatepurchase.cfm or otherwise as nominated by TC P/L.
    "TC P/L" means Technocash Pty Limited ACN 080 109 217 of PO Box 618 Parramatta, New South Wales, 2124, Australia.
    "Technocash Payment Service" means a customer's request to pay the Merchant using the Technocash Payment System and after which there is an Approved Payment resulting in a payment to the Merchant in accordance with this Agreement.
    "Technocash Payment System" means the internet payment system established and operated by TC P/L.
    "Technocash Value" means the amount of the prepayment by a customer when issued with Technocash as recorded in the Technocode for that Technocash less the amounts used by a customer in utilizing that Technocash to pay for goods or services as recorded by TC P/L.
    "Technocash" means each tokenized monetary unit stored in any media issued by TC P/L or its authorized agents or distributors to a customer as a prepayment to facilitate the purchase of goods or services over the internet.
    "Technocode" means both the alpha-numeric serial number and the expiry date which are issued with and identify each Technocash, including the monetary value of the Technocash when issued.
    "Term" means the term of this Agreement commencing on the Operative Date and continuing until terminated under this Agreement in accordance with this Agreement.
    "Total Invoice Amount" means the total amount payable by the customer, which will include the cost of the relevant goods or services, all delivery charges, all taxes payable by the customer to the Merchant, all Government Charges and all Fees payable by the Merchant to TC P/L.
    "Trademarks" means the trademark "TECHNOCASH" and all other trademarks of TC P/L.
    "Transaction Period" means the period for payments as determined by TC P/L.

    15.16 Construction

    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.

    15.17 Headings

    Headings do not affect the interpretation of this document.

    16 RESERVE BANK

    The rights and obligations of TC P/L and the Merchant in this Agreement are subject to TC P/L 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.