RP agrees to provide a Payment Service which enables You to pay Your Nominated Payee in accordance with this Agreement. RP’s Payment Service will be provided to You only via its Payment Facility, which is located at http://www.rewardpay.com.au.
This Agreement will commence on the date that You first create a User Account and shall remain in force until the earlier of:
This Agreement applies to:
You agree to keep Your User Account and User Access Code confidential and secure at all times.
RP reserves the right to decline any application for a User Account and User Access Code, even where such applicant complies with the above listed eligibility criteria.
You agree to provide RP with information confirming Your identity as may be requested from time to time. Should You be unable or unwilling to provide the information requested, RP reserves the right to suspend or cancel Your access to its Payment Service until such information is provided.
Payments to Your Nominated Payee are made using RP’s Payment Facility.
Your credit card details, including Cardmember Name, Card Number, Card Expiry Date and Card Security Code must be entered each time You make a payment to Your Nominated Payee via RP’s Payment Facility.
For each payment You will advise RP of the following:
Following receipt of Your instruction, RP will make payment to Your Nominated Payee for the Dollar Amount that You have authorised for payment.
Payment will generally be made by RP to Your Nominated Payee within 2 business days. RP is neither responsible nor liable in any way for late payments or failure by You to pay Your Nominated Payee by an agreed due date, to the extent permitted under Australian law. For the avoidance of doubt, RP will not be liable for any late payment fees levied on You by Your Nominated Payee, or for any early payment discounts forgone as a result of delayed payment, irrespective of whether RP is responsible for the delay in payment.
Payment via RP’s Payment Facility can only be made:
Only You, the American Express Cardmember, can authorise payments via RP’s Payment Facility. For the avoidance of doubt, You must not allow or approve other persons to make payments, set up a Nominated Payee or in any way act on Your behalf in relation to the use of RP’s Payment Facility.
You agree that once You authorise a payment in RP’s Payment Facility to Your Nominated Payee You are providing unconditional authority for RP to make payment to that supplier on Your behalf.
RP may, at its sole and absolute discretion, impose a limit on the amount that can be paid via RP’s Payment Facility to any Nominated Payee. RP may impose such limits at any time without providing supporting reasons to You.
Where RP elects at its sole and absolute discretion to refuse to make a payment on Your behalf, You will be contacted and advised that Your payment has been refused. Where such payment has been refused You will not be liable to RP for any Dollar Amounts that were authorised by You for payment or Fees that You may have already paid to RP. RP will make a full refund via a credit to Your American Express Card in relation to such amounts, subject to any offset rights that exist under Clause 6(n) of this Agreement.
Where a payment cannot be processed for either technical or other reasons You will be contacted by RP who will advise You that payment to Your Nominated Payee has failed. Where such payment failure occurs RP will make a full refund of Dollar Amounts that were authorised by You for payment, and related RP Fees, subject to any offset rights that exist under Clause 6(n) of this Agreement.
RP is entitled to deduct and withhold amounts held or any other indebtedness and liability owed by RP to You, and offset these amounts against any obligations, debit balances or amounts owing by You or any of Your Affiliates to RP under this Agreement. RP may do so without prior notice.
Your payment becomes unconditional when it has been authorised in accordance with this Agreement. A payment may only be cancelled, stopped or reversed when You notify RP by clicking the ‘Cancel’ button next to Your nominated In Progress Payment. In Progress Payments are located on the Payments Page of RP’s Payment Facility. Payments may only be cancelled up to 11.00am on the business day immediately following the date that You authorised Your American Express Card to be charged.
You warrant that all details provided in relation to Your Nominated Payee and other payment information, including but not limited to Dollar Amount, are accurate. You acknowledge that any inaccurate information provided by You about Your Nominated Payee or Dollar Amount may, without limitation, result in:
Where You provide incorrect Nominated Payee or other payment information, and payment is subsequently made to the incorrect Nominated Payee, for the incorrect Dollar Amount, or not at all, You release RP from any liability in relation to this transaction. For the avoidance of any doubt, RP has no liability to You for any payment made in accordance with details provided by You.
You acknowledge that RP will not be held responsible for any payments that have not been authorised by You, except where such unauthorised payments occur solely as a result of the fraudulent or negligent behaviour of RP’s staff or agents.
It is Your responsibility to inform RP of any unauthorised payments within a period of 10 business days from the date of transaction in RP’s Payment Facility. Your failure to report any unauthorised payment to RP within 10 business days will result in RP not being held liable for any resulting financial loss, irrespective of RP’s contributing negligence, subject to the extent permitted under Australian law.
You agree to inform RP immediately if You suspect Your User Account, User Access Code or mobile phone have been breached, or if You become aware of any payment made from Your account that was not authorised by You.
You must confirm Your agreement with the terms and conditions set out in the Tripartite Deed (Schedule 1 of this Agreement) in relation to each transaction that You process via RP’s Payment Facility. You may do so by checking the “I have read and agree with the terms and conditions set out in the Tripartite Deed” box located on the Payment Page of RP’s Payment Facility.
You agree that RP assumes no responsibility for the quality, timing of receipt or any other issue or dispute in relation to goods or services purchased from Your Nominated Payee. You agree to remedy any disputes directly with Your Nominated Payee. Accordingly, You agree, subject to the terms and conditions set out in the Tripartite Deed (Schedule 1 of this Agreement), that You will not request a chargeback from American Express in relation to payments authorised by You, and subsequently made by RP to Your Nominated Payee.
You will indemnify and hold harmless RP from and against all liabilities, losses, costs and expenses, including legal fees, as a direct or indirect result of any payment made by RP on Your behalf being reversed , charged back or not received by RP.
You agree that RP may at its sole and absolute discretion charge Your American Express Card at any time for the amounts indemnified in clause 9(c).
You agree to provide RP with appropriate security, where requested by RP, in relation to any potential loss that RP may incur as a result of a chargeback or payment reversal that You request from American Express.
Where required by RP, You will procure that Your directors, officers or other third parties, provide RP with a separate guarantee and indemnity (as specified by RP) in respect of the performance of Your obligations under this Agreement.
By acknowledging acceptance of this Agreement, You agree to pay RP’s Fees as set out in RP’s website at http://www.rewardpay.com.au. Such Fees may be changed by RP at its sole discretion and at any time.
All Fees are due and payable to RP at the time You authorise payment to Your Nominated Payee via RP’s Payment Facility.
RP’s Fees will be charged to Your American Express Card at the time of making a payment to Your Nominated Payee via RP’s Payment Facility. RP’s Fees are an incremental charge to Your American Express Card, in addition to Dollar Amounts paid to Your Nominated Payee.
You acknowledge the following:
You agree that RP may, at its sole and absolute discretion:
You will indemnify and hold harmless RP, its agents, officers, employees and Third Party Providers from and against all liabilities, losses, costs and expenses, including legal fees arising or alleged to have arisen from or in connection with Your breach or failure to perform under this Agreement. You further indemnify RP for any liability arising from or in connection with any act or omission done willfully, recklessly or negligently by You in connection with the provision by RP of services set out in this Agreement, or any violation of this Agreement or any applicable laws or regulations.
RP will not be held responsible or liable for any tax or related penalties charged to You as a result of services provided under this Agreement. You indemnify RP in relation to any such liabilities that may arise.
RP will not be liable for any action or consequence arising either directly or indirectly from Your failure to comply with the obligations set out in this Agreement. RP will not be be responsible or liable in respect of any claim by You for any incidental, indirect, speculative, consequential, special, punitive or exemplary damages of any kind, including but not limited to, any loss of profits, contracts, revenue, discounts or data howsoever arising out of or in connection with this Agreement.
RP will not be liable for any breach of Your obligations to Your Nominated Payee.
You acknowledge that RP and its Third Party Providers make no warranty that the Payment Service provided to You will be free from error. RP provides its Payment Service to You subject to Your statutory rights but otherwise without any warranty or condition, express or implied, except as specifically stated in this Agreement. RP does not have any control over the products or services that are paid for with its Payment Service and RP cannot ensure that a seller You are dealing with will complete the transaction or is authorised to do so.
RP does not guarantee continuous, uninterrupted or secure access to any part of its Payment Service. RP will not be liable for any delay or failure in the provision of its Payment Service set out this Agreement. You acknowledge that Your access to RP’s website may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. RP will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and debit and credit cards are processed in a timely manner. RP will make every effort to ensure that the information contained in correspondence, reports, its website and given verbally by its directors, officers and staff is accurate to the best of its belief at the time the information is provided. However, RP cannot guarantee the accuracy of all such information in all circumstances and contexts, and no reliance should be placed on such information by You. You must check all correspondence carefully and tell RP as soon as possible if it includes something which appears to You to be wrong or not made in accordance with Your instructions.
Nothing in this Agreement shall limit RP’s liability resulting from its fraud or fraudulent misrepresentation, gross negligence, willful misconduct, for death or personal injury resulting from either RP’s or its subcontractors’ negligence or to the extent such limitation or exclusion is not permitted by applicable law.
The maximum liability of RP under this Agreement for any breach, including negligence, will not exceed the amount of Fees paid by You to RP.
You are independently responsible for complying with all applicable laws in all of Your actions related to Your use of RP’s Payment Service, regardless of the purpose of the use.
You may not use RP’s Payment Service for activities that:
RP is committed to Your privacy. RP will ensure that all information that it collects, records, handles and discloses about You adheres to the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) and associated legislation (the Privacy Act).
Generally, RP collects, updates and utilises personal information (including without limitation Your American Express Card details) to facilitate the provision of agreed products and services to You. Personal information is used for:
This Agreement and any other agreements, notices or other communications regarding Your User Account and/or Your use of RP’s Payment Service may be provided to You electronically. You agree to receive all communications from RP in electronic form. Communications will be posted on our website and/or sent to Your primary email address.
Notices to RP should be given by mail to: RewardPay Pty Limited, 73 Yaralla Street, Concord West, NSW, 2138 or by sending an email to firstname.lastname@example.org. Notices are deemed as given when the email enters the server of Your email address. Alternatively, RP may give You notice by mail to the address that You have provided to us. In such case, notice shall be deemed given 3 days after the date of mailing.
This Agreement and Your User Account may be terminated at any time and without providing notice to You.
Upon termination of this Agreement You agree to the following:
You are not allowed to use RP’s Payment Facility to make payments to any suppliers in the following industries. RP may, at its sole discretion, revise the selection criteria at any time based on RP’s experience that a supplier or an industry category presents RP with unacceptable risk, fraud or customer service disputes.
RP may alter some of the terms of this Agreement by posting the new terms on our website. This will not affect any rights or obligations that You already have, but You will be bound by the new terms when You enter into subsequent transactions. Your continued use of RP’s Payment Facility constitutes Your acceptance of the amended terms and conditions.
This Agreement shall be interpreted in accordance with the laws of New South Wales, Australia and You submit to the jurisdiction of the courts of New South Wales, Australia.
You must not assign, novate, subcontract or transfer any rights or obligations of this Agreement, in whole or in part, by operation of law or otherwise, without RP’s prior written consent which will not be unreasonably withheld. RP may assign, novate or transfer any rights or obligations which arise under this Agreement. Except as otherwise specified herein, this Agreement binds the parties and their respective successors and their permitted assigns.
A party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. No waiver of any term of this Agreement will be effective unless it is in writing and signed by RP.
The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
Neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, power, communications, network or satellite failures, embargoes, government orders or any other force majeure.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.
Agreement means this document, including all Schedules.
American Express means American Express Australia Limited (ABN 92108 952 085), its related Companies and licensees that issue the Card or participate in the Card Service.
Cardholder Name means the name located on the front of Your American Express Card.
Card Number means the unique number located on the front of Your American Express Card.
Card Expiry Date means the four-digit expiry date (month and year) located on the front of Your American Express Card.
Card Security Number means the four-digit number located on the upper right front section of Your American Express Card.
Dollar Amount means the amount that You have authorised to be paid to RP using Your American Card (exclusive of RP Fees), which is then paid by RP to Your Nominated Payee.
Fees means charges levied by RP as a percentage of the total Dollar Amount authorised by You to be paid to Your Nominated Payee, and in relation to Your use of RP’s Payment Facility.
In Progress Payments means all Dollar Amounts authorised by You that are pending distribution to Your Nominated Payee.
Nominated Payee means the supplier, person or entity that You have elected to make payment to using RP’s Payment Facility.
Payment Facility means the website located at http://www.rewardpay.com.au, and which facilitates payment to Your Nominated Payee using Your American Express Card.
Payment Page means the page located within RP’s Payment Facility (http://www.rewardpay.com.au) that lists all Dollar Amounts authorised by You and pending distribution to Your Nominated Payee.
Payment Service means the service provided by RP, which allows You to pay Your Nominated Payee utlising Your American Express Card.
User Access Code means Your unique code which is linked to Your User Account and enables You to log on to RP’s Payment Facility.
User Account means an account set up by You, which enables You to use RP’s Payment Facility, specifically for the payment of authorised Dollar Amounts to Your Nominated Payee.
You and Your means the American Express Cardmember who uses RP’s Payment Facility, and who agrees with the terms and conditions of this Agreement.