Terms and Conditions

RewardPay Pty Limited

ABN 92 166 007 227

1. Our Service

  1. RewardPay Pty Limited (ABN 92 166 007 227) (We, Us, Our) provides a Payment Service to enable AMEX card members (You, Your) to pay business expenses to Australian Suppliers who do not ordinarily accept credit card payments. We pay the business expense on behalf of the business with which You are associated (in this document, we refer to this business as Your ‘ABN Holder’) and charge Your AMEX card so that You receive the benefit of AMEX reward points. We will issue an invoice in Our name to Your ABN Holder and it is Your responsibility to obtain reimbursement from Your ABN Holder for the charges on Your AMEX card.
  2. That’s it in a nutshell, but of course there is fine print and You need to make sure You have read it so You understand how the Payment Service works, whether You are eligible to use the service, what limits apply to use of the service and the kinds of suppliers and payments that can be made through the service. When You register to use the Payment Service, we will assume You have read and accepted the fine print set out in this document, including the Tripartite Deed between You, Us and AMEX (Agreement).
  3. All terms and conditions in this Agreement which apply to use of our Site, are binding on anyone who accesses the Site, irrespective of whether or not they are eligible to use the Payment Service.

2. Your eligibility

  1. Our Payment Services is only available for payment of business expenses. It is not available for payment of personal expenses. It is also only available for payment of business expenses for goods and services supplied in Australia.
  2. To be eligible to use our Payment Service, You must hold a current and valid AMEX Card and You must be connected to a valid ABN. To be ‘connected’ with an ABN, You must be connected with an ABN Holder under one of the following categories:
    1. You are an individual holder of an ABN who is in business as a sole trader;
    2. You are a partner in a partnership which holds an ABN;
    3. You are a trustee of a trust which holds an ABN;
    4. You are a director, officer or authorised representative of a registered company which holds an ABN;
    5. You are an authorised representative of a registered association which holds an ABN;
    6. You are an authorised representative of a registered cooperative which holds an ABN; or
    7. You are an authorised representative of a statutory body which holds an ABN.
  3. Payment requests which You make through the Payment Service will be for Payments to be made by Us on behalf of Your ABN Holder.
  4. In order to access our Payment Service You will need to apply for a User Account in accordance with clause 4 of this Agreement.
  5. If we accept Your application for a User Account, You will be issued with a User Access Code to enable You to access the Payment Service. You agree to be bound by this Agreement each time You access the Site and each time You use the Payment Service.
  6. We reserve the right to decline any application for a User Account. If we decline Your application for a User Account, You will not be able to use the Payment Service.

3. Term

  1. This Agreement will commence on the date that You first access the Site and shall remain in force until the earlier of:
    1. Your provision of written notice of termination to Us;
    2. Our provision of written notice of termination to You;
    3. the date on which Your User Account is cancelled in accordance with Clause 11 or Clause 18 of this Agreement; and
    4. the date immediately following a period of not less than 24 months of inactivity of Your User Account.

4. User Account and User Access Code.

  1. In order to use Our Payment Service, You will need to submit a User Account application to Us and confirm electronically that You accept this Agreement by clicking on the “I have read and agree with the terms and conditions set out in the agreement and tripartite deed” located on the Payment Page.
  2. If You do not confirm that You accept this Agreement, You will not be able to submit a User Account application. We will assume that You have read this Agreement in full and agree to be bound by it if You confirm that You accept it.
  3. Upon receipt of Your User Account application, We will verify Your identity and the identity of Your ABN Holder in accordance with Our legal obligations (including those under the AML/CTF Act) and this Agreement. You agree to provide all information reasonably required by Us (or Our agents) for that purpose.
  4. To be eligible to apply for a User Account, You must:
    1. satisfy the requirements of clause 2b above;
    2. be at least 18 years of age and capable of forming a legally binding contract;
    3. have valid contact details including a contactable mobile phone, valid email address and valid Australian residential address;
    4. be a permanent resident in Australia; and
    5. warrant that You have been validly authorised by or under the terms of any applicable instrument binding on the registered company, registered association, registered cooperative, trust, partnership or statutory body whose ABN is to be connected with the User Account.
  5. You authorise Us, on behalf of Yourself, Your ABN Holder and any other person or entity whose information You submit to Us (Associated Persons), to use that information to conduct customer due diligence to confirm Your and any Associated Person(s)’ identity, creditworthiness and bona fides of payments. For this purpose, You authorise Us to disclose Your and any Associated Person(s)’ personal and other information to third parties, including credit agencies, relevant authorities and Your Suppliers.
  6. You warrant that:
    1. the information You provide to Us is true, correct and complete and that You have obtained all necessary consents from Associated Person(s) for the disclosure of their personal and confidential information to Us for the purposes set out in the preceding clause;
    2. You are authorised by Your ABN Holder to instruct Us to make Payments on behalf of Your ABN Holder to nominated Suppliers; and
    3. Your ABN Holder has agreed to reimburse You for any Payments made by Us on behalf of Your ABN Holder and charged to Your Card.
  7. You agree to provide Us with information confirming Your and any Associated Person(s)’ identity as may be requested from time to time. Should You be unable or unwilling to provide the information requested, We reserve the right to suspend or cancel Your User Account and User Access Code and access to Our Payment Service until such information is provided and/or take any other steps We deem necessary.
  8. All personal information collected by Us will be treated in accordance with Our Privacy Statement available at www.rewardpay.com.au/privacy-policy
  9. You agree to keep Your User Account and User Access Code confidential and secure at all times.
  10. We reserve the right to decline Your application for a User Account, even where such application complies with the above listed eligibility criteria. We are not required to provide reasons for Our decision to decline Your application.

5. Payments to Suppliers

  1. Once You have a registered User Account and have been issued with a User Access Code, You can utilise the Payment Service to instruct us to make Payments to eligible Suppliers.
  2. For a Supplier to be eligible, they must satisfy the following criteria:
    1. they must carry on business in Australia under a valid and current ABN; or
    2. they must be a statutory body which operates under a valid and current ABN; and
    3. they must charge Your ABN Holder in Australian dollars.
  3. You may set up and store payment details and other information regarding Your nominated Suppliers in Our Payment Service. It is Your responsibility to ensure this information is accurate, current and complete.
  4. For each Payment You wish to make using the Payment Services, You must advise Us of the following:
    1. the name and ABN of the Supplier;
    2. the BSB/bank account or BPAY details of the Supplier;
    3. the principal industry that the Supplier operates in; and
    4. the Dollar Amount that You authorise Us to pay to the Supplier on behalf of the ABN Holder.
  5. We can, in our absolute discretion, refuse to make payments to any Supplier, including any Supplier that satisfies the eligibility criteria above.
  6. Your Card details, including Cardholder Name, Card Number, Card Expiry Date and Card Security Code must be entered in Our Payment Service to effect a Payment.
  7. When Your Card details are entered into the Payment Service, these details are validated by AMEX. We receive an identity token from AMEX when Your Card details are validated. We use this token to validate future use of Your Card to effect Payment Services. We do not store Your Card details.
  8. Following receipt of Your instruction, subject to sufficiency of funds on your Card, We will charge your Card in accordance with clause 5j and, subject to clause 5n, will make payment to Your nominated Supplier for the Dollar Amount that You have authorised for payment.
  9. Payment will generally be made by Us to Your nominated Supplier within 2 business days of the Payment Date for payments to bank accounts and within 4 business days of the Payment Date for payments to BPAY. However, to the maximum extent permitted under Australian law:
    1. We make no guarantees as to the date of which payment will be made to Your nominated Supplier and We are neither responsible nor liable in any way for late payments or failure to pay Your nominated Supplier by any due date; and
    2. We will not be liable for any late payment fees levied on You or Your ABN Holder by any supplier, or for any early payment discounts forgone as a result of delayed payment, irrespective of whether or not We (or Our agents) are responsible for the delay in payment.
  10. Your Card will be charged for:
    1. the Dollar Amount that has been authorised by You for Payment to Your nominated Supplier; and
    2. Our Fees for the Payment, details of which are set out in Clause 9 of this Agreement.
  11. Payments charged to Your Card will be displayed as transactions with RewardPay.
  12. Only You, the Card holder, can authorise Payments on Your Card via Our Payment Service. You must not allow or approve other persons to utilise Your User Access Code, to instruct Us to make Payments which will be charged to Your Card, to set up a Supplier or in any way act on Your behalf in relation to the use of Our Payment Service.
  13. You agree that once You authorise a Payment through Our Payment Service to Your nominated Supplier You are providing unconditional authority for Us to:
    1. make Payment of the Dollar Amount to that Supplier on behalf of Your ABN Holder;
    2. charge the Dollar Amount plus our Fees to Your Card; and
    3. to issue an invoice in Our name to Your ABN Holder.
  14. We may, at Our sole and absolute discretion and at any time, refuse to make a Payment or impose a limit on the amount that can be paid via Our Payment Service to any Supplier. We are not obliged to provide supporting reasons to You.
  15. Where We refuse to make a Payment to Your nominated Supplier or where a Payment cannot be processed for either technical or other reasons (such as insufficient credit available on your Card), You will be contacted and advised of these circumstances and You will not be liable to Us for any Dollar Amounts or Fees that relate to that transaction. We will make a full refund via a credit to Your AMEX Card in relation to such amounts, subject to any offset rights under Clause 5c of this Agreement.
  16. For scheduled or recurring Payments, We will obtain Payment authorisation from AMEX at the time You submit the Payment instruction. We will not be liable for Our inability to carry out scheduled or recurring Payments due to a lack of funds or technical difficulties. We will inform You of any failed payment attempts and will make a full refund in the manner set out in clause 5p.

6. Cancelling, Stopping or Reversing a Payment

  1. 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 Us by clicking the trash can icon next to the applicable Payment on the payment history page of the Site. Payments may only be cancelled up to 11.00am AEST/AEDT on the business day immediately following the date that You authorised Your Card to be charged.
  2. You warrant that all details provided in relation to Your nominated Supplier 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 Supplier or Dollar Amount may, without limitation, result in amongst other things:
    1. the Payment being made by Us to someone other than the Supplier;
    2. Our payment of the incorrect Dollar Amount; or
    3. Us not making payment to Your Supplier at all.
  3. Where You provide incorrect Payment information, and Payment is subsequently made to someone other than Your intended Supplier, for the incorrect Dollar Amount, not at all, or any other circumstance arises which means that the Payment is not made as You had intended, You release RP from any liability in relation to that transaction. For the avoidance of any doubt, except to the extent that we are required by law, We do not check the accuracy of the Payment information provided by You and have no liability to You for any Payment made in accordance with details provided by You.

7. Security & Authorisation of Payments

  1. We will not check the identity of the user every time a User Account and User Access Code are used. We will take reasonable steps to secure the Site and Your User Account. However, it is Your responsibility to ensure that You do not allow unauthorised access to Your User Account. We will assume that when Your User Account and User Access Code are entered into Our Payment Service, they are being entered by You.
  2. You agree to inform Us immediately if You suspect the security of Your User Account, User Access Code or mobile phone have been breached, or if You become aware of any payment authorised from Your User Account that was not authorised by You.
  3. You acknowledge that We 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 Our staff or agents.
  4. It is Your responsibility to inform Us of any unauthorised payments within a period of 10 business days from the date of transaction in Our Payment Service. To the maximum extent permitted by law, We will not accept liability or provide You or Your ABN Holder with any refund for unauthorised payments which You fail to report to Us within this period.

8. Chargebacks

  1. When You submit your User Account application, 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 Payment that You authorise via Our Payment Service. The Tripartite Deed sets out the terms and conditions upon which AMEX authorises You to use Your Card to obtain the benefits of Our Payment Service.
  2. You agree that We provide a Payment Service only in respect of the goods and services that Your ABN Holder receives from Your nominated Suppliers. We are a payment intermediary and are not a supplier, reseller or manufacturer of those goods and services and We have no responsibility whatsoever for the quality, delivery or any other fault, issue or dispute in relation to goods or services supplied by Your nominated Suppliers. You agree (on behalf of Yourself and Your ABN Holder) to remedy any disputes related goods and services supplied by Your nominated Suppliers them directly with those suppliers. Accordingly, You agree (on behalf of Yourself and Your ABN Holder), 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 AMEX in relation to Payments authorised by You, and subsequently made by Us to Your nominated Suppliers.

9. Fees

  1. By accepting this Agreement, You agree to pay Our Fees as set out on the Site. Such Fees may be amended by Us in our sole discretion and at any time provided notice is given to You before any Fee changes are implemented. Any change to Our Fees will not apply to a Payment which You have authorised prior to notification being given by Us.
  2. Our Fees will be due and payable and charged to Your Card at the time of making a Payment to Your nominated Supplier via Our Payment Service. Our Fees will be charged to Your Card in addition to the Dollar Amount which You authorise us to pay to Your nominated Supplier.
  3. We are entitled to withhold and offset amounts owed by Us to You against any obligations, debit balances or amounts owing by You to Us and You expressly consent to such deductions or withholdings. We may do so without prior notice.

10. Management of Funds

  1. You acknowledge the following:
    1. We receive payments from You by charging Your Card for the Dollar Amount which You have authorised Us to pay to Your nominated Supplier plus the applicable Fees. Funds received by Us from AMEX less the applicable Fees are remitted by Us to Your nominated Supplier on behalf of Your ABN Holder.
    2. When We receive funds from AMEX as a result of charging Your Card, those funds are Our property. We do not hold those funds on Your or Your ABN Holder’s behalf or on behalf of anyone else, whether on trust or otherwise. We do not hold any funds in a trust account and funds we do not hold funds received from charges to Your card separately from funds received from charges to our other customers’ cards. Our legal obligation to make Payment to Your nominated Suppliers is a contractual obligation only and an obligation which we owe solely to You (and to the extent relevant, to AMEX under the Tripartite Deed). To the extent permitted by law:
      1. Your use of Our Payment Service does not give rise to Us having any contractual or other legal obligation to Your ABN Holder, Your nominated Suppliers or anyone else; and
      2. We have no fiduciary or equitable obligation to You in relation to the funds We receive from AMEX as a result of charging Your Card.
    3. You do not have any right to withdraw funds or request repayment of funds paid to Us by AMEX, which are awaiting payment to Your Supplier.

11. Restriction, Cancellation or Suspension

  1. We may, at any time and in Our sole and absolute discretion:
    1. restrict, cancel or suspend the provision of the Site, the Payment Service or Your User Account and User Access Code. Where possible, We will use reasonable endeavours to provide advance notice to You; or
    2. elect not to process payments to Your nominated Suppliers as requested by You, for example in circumstances where Your User Account has been suspended or cancelled or where required by law. If Your User Account is suspended or cancelled after Your Card has been charged, but before Payment has been made to Your nominated Supplier, We will make a full refund (including applicable Fees) via a credit to Your Card, subject to any offset rights that exist under Clause 5c of this Agreement. If We are unable to credit Your Card, We will contact AMEX for instructions as to how the credit is to be effected.

12. Warranties

  1. Except for any warranties set out in this Agreement and to the maximum extent permitted by law, We and Our Third Party Providers make no other warranty to You in connection with the Site and Payment Service and all other warranties, representations or conditions, express or implied, including the implied warranties of merchantability, fitness for a particular purpose and noninfringement are excluded by Us and We and our Third Party Providers make no warranty that the Site and Payment Service will be free from error and operate uninterrupted.
  2. You acknowledge that We do not have any control over the products or services that are paid for with our Payment Service and We cannot ensure that Your nominated Suppliers will complete the transactions.
  3. You agree to use the Site and Payment Service at Your own risk. We do not guarantee continuous, uninterrupted or secure access to any part of the Site or Payment Service. We will not be liable for any delay or failure in the provision of the Payment Service. You acknowledge that Your access to the Site and Payment Service may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services.
  4. We will use reasonable commercial efforts to ensure that:
    1. requests for Payment are processed in a timely manner;
    2. information contained in correspondence, reports, on the Site and given verbally by Our directors, officers and staff is accurate to the best of Our belief at the time the information is provided. However, We 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 Us as soon as possible if information provided by Us includes something which appears to You to be wrong or not made in accordance with Your instructions.

13. Indemnification and Limitation of Liability

  1. To the maximum extent permitted by law, We exclude all liability, whether arising in contract, tort (including negligence), statute, equity or otherwise, for any incidental, indirect, speculative, consequential, special, punitive or exemplary damages of any kind and any loss of profits, contracts, revenue, goodwill, savings, discounts, rewards, or data howsoever arising out of or in connection with this Agreement and Your use of the Site, and Payment Service.
  2. Our aggregate liability under this Agreement for all events giving rise to liability, whether arising in contract, tort (including negligence), statute, equity or otherwise, shall not exceed the total Fees paid by You to Us in the 12 months immediately preceding the event giving rise to liability, provided that this limitation shall not apply to Our liability:
    1. resulting from Our fraud, intentional misrepresentation, wilful or reckless misconduct;
    2. for death or personal injury resulting from Our negligence; or
    3. to the extent such limitation or exclusion is not permitted by applicable law.
  3. Nothing in this Agreement shall limit Your rights under the Australian Consumer Law.
  4. You indemnify and hold Us, Our agents, officers, employees and Third Party Providers (Indemnified Parties) harmless from and against all claims, liabilities, losses, costs and expenses, including legal fees (on a full indemnity basis) arising or alleged to have arisen from or in connection with:
    1. breach of Your obligations under this Agreement;
    2. Your wilful, reckless, fraudulent, negligent or unlawful acts of omissions in connection with Your use of the Site and Payment Service or authorisation of Payments;
    3. use of Your User Account or User Access Code by anyone other than You;
    4. breach of Your obligations to Your nominated Suppliers; or
    5. breach of Your obligations to AMEX; or
    6. any claim brought against any of the Indemnified Parties by Your ABN Holder or Your nominated Suppliers or any supplier to You or Your ABN Holder (including but not limited to any claim for late payment fees, tax or other penalties associated with amounts owing to third parties, including Your nominated Suppliers).

 

14. Acceptable Use

  1. Subject to the prohibitions in clause 15, You may only use the Payment Service to make bona fide Payments to Your nominated Suppliers in relation to goods and services received in the general course of conducting the business of Your ABN Holder.
  2. You are independently responsible for complying with all applicable laws in all of Your actions related to Your use of Our Payment Service, regardless of the purpose of the use.
  3. You are responsible for ensuring appropriate security measures are in place to avoid any harm or damage to Your own hardware and software, including harm or damage which might arise as a result of content available through the Payment Service.

15. Prohibited Use

  1. You may not use the Site or Payment Service for activities that:
    1. violate any law, statute, ordinance or regulation (for example, those governing financial services including anti-money laundering, consumer protections, unfair competition, anti-discrimination, false advertising, privacy, defamation or intellectual property);
    2. relate to sale or purchase of illegal products and services or products and services identified by government agencies as having a high likelihood of being fraudulent, including narcotics, steroids, certain controlled substances, drug paraphernalia;
    3. items that encourage, promote, facilitate or instruct others to engage in illegal activity;
    4. items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, items that infringe or violate any copyright, trademark, right of publicity or privacy, ammunition or firearms;
    5. relate to transactions that disclose the personal information of third parties in violation of applicable law;
    6. support pyramid or ponzi schemes, are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;
    7. violate applicable laws regarding the sale of tobacco products, prescription drugs and devices; or
    8. involve gambling or gaming or lottery contracts.
  2. You are not allowed to use Our Payment Service to make payments to any suppliers in the following industries:
    1. Foreign exchange bureaus/payment companies.
    2. Debt collection – includes collection agencies, factoring companies, liquidators, bailiffs and bankruptcy lawyers.
    3. Digital File Hosting (Cyberlockers) – online data hosts that provide remote storage space within a secure storage architecture. They can be referred to as online storage or cloud storage.
    4. Telecommunications – including wireless, cable, satellite, wire line, internet service providers.
    5. Travel – Including air travel, cruise line, car rental, and lodging.
    6. Leasing merchants. A merchant that conveys land, property, or other real estate to another for a specified time in return for regular periodic payment.
    7. Payment Aggregators – except to the extent the entity itself sells goods to which it has title.
    8. Credit restoration services – a service that promotes to remove negative factors from a consumer’s credit report.
    9. Fees pertaining to agency outside collection and bail bondsmen; licensed insolvency practitioners.
    10. Investment on futures maturity of goods/services with an intention of gaining return on investment, e.g., stock market, wine futures, horse breeding, timber investment, precious metals.
    11. Lottery Sales.
    12. Mortgage payments – a payment which includes principal and interest paid by the borrower to lender of a home loan.
    13. Condo (Real estate) down payments. Down payment for purchase of real estate / a condominium.
    14. Travel tour operators – travel tour operators without membership to a travel industry bonding agency or who are not an authorised ticket agent.
    15. Telemarketing – travel related. Includes merchants who telemarket travel related products or services or other travel arrangements.
    16. Cheque cashing/guarantee.
    17. Cash at point of sales/cash on card – unauthorized cash disbursement provider or non-financial institution that provides cash advances.
    18. Payday lenders – establishments that lend customers money at high interest rates on agreement that loan will be repaid when the borrower receives their next paycheque.
    19. Person-to- person wire transfer – establishments that charge a fee to wire transfer money from one individual to another.
    20. Door to door sales – exception for payment on delivery directly to the company or to the franchisee.
    21. Tobacco and smokeless tobacco retailers.
    22. Pharmacies – online pharmacies selling prescription drugs/products.
    23. Unlawful Sale of prescription drugs.
    24. Marijuana dispensaries – sellers of marijuana whether sold for recreational or medicinal purposes.
    25. Multi-level Marketing / Pyramid selling.
    26. Unregulated charities.
    27. Political party donations.
    28. Virtual Currency e.g., bitcoin
    29. Gambling – exceptions for accommodation, restaurant bar or gift shop facilities within a casino complex.
    30. Prostitution.
    31. Internet Adult Digital Content – specifically, online digital content sites.
    32. Pornography including child pornography.
    33. Escort Services and Non-Licensed Massage Parlours
  3. The foregoing list does not limit Our right to refuse to make a Payment to a Supplier and We may, at any time and in its sole discretion, revise the above list.
  4. Payments to related parties are prohibited. This means payments to Your own establishments or Your family members or persons and entities associated with Your ABN Holder, including subsidiaries and other entities with common directors or shareholders.
  5. Payments which are contrived for cashflow purposes are prohibited, including but not limited to payments for goods and services which do not exist or which are not actually supplied.

16. Privacy

  1. We are committed to Your privacy. We will ensure that all information that we collect, record, handle and disclose about You adheres to the Privacy Act 1988, the Privacy Principles and Our Privacy Policy Statement.
  2. You may download a copy of Our Privacy Policy Statement at www.rewardpay.com.au/privacypolicy.
  3. If You disclose any personal information about anyone to Us, You warrant that You have received the relevant individual’s consent to:.
    1. disclose that information to Us; and
    2. use, disclosure and handling of that information by Us in accordance with Our Privacy Policy.

17. Content on the Site and Payment Service

  1. All content on the Site and Payment Service, which for the avoidance of doubt includes any trade marks, copyright works, branding, logos, artwork and designs, is owned by or licenced to Us and is protected by Australian and international intellectual property laws.
  2. You are authorised to use the Site and Payment Service in accordance with this Agreement, but You are not otherwise granted any rights in respect of the content or intellectual property forming part of the Site or Payment Service.

18. Termination

  1. This Agreement and Your User Account may be terminated at any time and without providing notice to You.
  2. Upon termination of this Agreement You agree to the following:
    1. You must pay all Fees owing to Us at the date of termination.
    2. You must reimburse Us in relation to any payment to Your nominated Supplier that We have made on behalf of Your ABN Holder, but for which We have not been paid in cleared funds.
    3. You agree that We will charge Your Card for any amounts owing to Us, including those outstanding amounts referenced in clauses 18(b)(i) and (ii) at the date of termination.
    4. Any Payments requested by You to be made to Your nominated Supplier that have not yet been made by RP at the date of termination will not be paid to that Supplier. Where Your Card has been charged for such transaction and We have received funds from AMEX, You will be refunded the Dollar Amount received by Us, including any Fees paid, less any other amounts owing to Us either as part of this Agreement or any other dealings You may have had with Us.
    5. All obligations of a continuing nature will survive termination or expiry of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.
  3. Upon termination of this Agreement We will destroy or permanently de-identify Your Personal Information.

19. Notices

  1. This Agreement and any other agreements, notices or other communications regarding Your User Account and/or Your use of Our Payment Service may be provided to You electronically. You agree to receive all communications from Us in electronic form. Communications will be posted on our website and/or sent to Your primary email address.
  2. Notices to RP should be given by mail to:
    RewardPay Pty Limited, 10/68 Pitt St, Sydney, NSW, 2000 or by sending an email to support@rewardpay.com.au. Notices are deemed as given when the email enters the server of Your email address. Alternatively, if We give You notice by mail to the address that You have provided to Us, notice shall be deemed given 3 business days after the date of mailing.

20. General

  1. We may alter the terms of this Agreement by posting the new terms on the Site. This will not affect any rights or obligations that You already have, but You will be bound by the new terms when You next access the Site or Payment Service or enter into subsequent transactions. Your continued use of Our Site and Payment Service constitutes Your acceptance of the amended terms and conditions.
  2. This Agreement shall be interpreted in accordance with the laws of New South Wales and You submit to the exclusive jurisdiction of the courts of New South Wales.
  3. 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 Our prior written consent which will not be unreasonably withheld. We 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.
  4. 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 Us.
  5. 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.
  6. We shall not 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 Our reasonable control, including but not limited to acts of God, war, strikes or labour disputes, power, communications, network or satellite failures, embargoes, government orders, pandemic or epidemic.
  7. 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.

21. Definitions

ABN Holder means the entity which is the registered holder of the Australian Business Number which is associated with Your User Account.

Agreement means this document, including the Tripartite Deed and all other schedules.

AMEX means American Express Australia Limited (ABN 92108 952 085) its related companies and licensees that issue the Card or participate in the Card Service.

BPAY means the electronic payment scheme called “BPAY” operated in cooperation with Australian financial institutions, which enables consumers to effect bill payments to billers who participate in BPAY, by payment methods as approved by payer institutions from time to time.

Card means the AMEX credit card or any other device or instrument issued by AMEX and associated with Your User Account that enables You to make transactions and includes any renewal, replacement or additional cards or other devices or instruments.

Card Authorised Payments means all Dollar Amounts authorised by You that are pending distribution to Your nominated Supplier.

Cardholder Name means the name located on the front of Your AMEX Card.

Card Numbermeans the unique number located on the front of Your AMEX Card.

Card Expiry Date means the four-digit expiry date (month and year) located on the front of Your AMEX Card.

Card Security Number means the four-digit number located on the upper right front section of Your AMEX Card.

Dollar Amount means the amount that You have authorised to be paid to Us using Your Card (exclusive of Our Fees), which is then paid by Us to Your nominated Supplier.

Fees means charges levied by Us as a percentage of the total Dollar Amount authorised by You to be paid to Your nominated Supplier, and in relation to Your use of Our Payment Service.

Supplier means the supplier, person or entity that You have elected to make Payment to using Our Payment Service.

Payment means a payment authorised by You in accordance with this Agreement, which is made, or to be made, by Us to Your nominated Supplier on behalf of Your ABN Holder.

Payment Date means the date We make payment to Your nominated Supplier.

Payment Page means the page located on the Site that lists all Dollar Amounts authorised by You and pending distribution to Your nominated Suppliers.

Payment Service means the service provided by Us pursuant to which We, on Your instruction, make Payments on behalf of Your ABN Holder by:

  1. charging those payments, together with Our Fees to Your Card;
  2. making Payment to Your nominated Supplier; and
  3. issuing an invoice in Our name to Your ABN Holder.

Site means the website https://cms.rewardpay.com.au/

Third Party Provider means AMEX and any person who is not a party to this Agreement but whose goods or services We utilise in order to provide the Site and Payment Service to You.

User Access Code means Your unique code which is linked to Your User Account and enables You to log on to Our Payment Service.

User Account means an account set up by You and registered by Us which enables You to use Our Payment Service, specifically for the Payment of authorised Dollar Amounts to Your nominated Supplier.

You and Your means the AMEX card member who uses Our Payment Service.

 

Schedule 1

Tripartite Deed