PayTo Terms and Conditions

By agreeing to use the PayTo Service, if made available to you by Nium, you agree to these PayTo Terms and Conditions and any applicable scheme rules.

Capitalised terms not otherwise defined in these PayTo Terms and Conditions have the meanings given in the End Customer Terms and Conditions or the Nium Direct Services Agreement (as applicable).

I. Definitions

In these PayTo Terms and Conditions, the following terms have the following meanings, unless the contrary intention appears.

1. Authorised Payment Mandate means a Mandate that has been authorised by you and stored in the Mandate Management Service, authorising an NPP Payment, or a series of NPP Payments, to be made from your selected bank account.
2. Costs include costs, charges and expenses, including those incurred in connection with advisers and any legal costs on a full indemnity basis.
3. Industry Code means any applicable code, rules, regulations or procedures relevant to the PayTo Service.
4. Loss means any loss, damage, claims, Costs, charges and expenses, including those in connection with legal advisers, of any kind.
5. Mandate means a payment mandate produced in accordance with Section II of these PayTo Terms and Conditions which has not yet been approved by you.
6. Mandate Management Service means the central, secure database operated by NPPA of Authorised Payment Mandates.
7. NPP means the New Payments Platform, owned and operated by NPPA.
8. NPPA means New Payments Platform Australia Ltd.
9. NPP Adjustment means an NPP transaction initiated to adjust or reverse an NPP Payment which has already been settled and cleared.
10. NPP Participant means a participant in the NPP who is able to process and clear payments via the NPP.
11. NPP Payment means a payment cleared and settled via the NPP.
12. NPP Procedures means the technical, operational and security procedures prescribed by NPPA.
13. NPP Regulations means the rules prescribed by NPPA that establish the core obligations and rights between NPPA, NPP Participants and other relevant providers, including, without limitation, the annexures and schedules to those regulations.
14. Payment Initiator means a payment service provider (here, Nium) who acting on its own behalf, is authorised by you to initiate payments from your bank account.
15. PayTo Service means the service that enables us to process NPP Payments from your selected bank account to your Nium Account, in accordance with these terms and conditions. For the purposes of providing the PayTo Service, Nium is both the Payment Initiator and the payee (in its capacity as issuer of the Nium Account).
16. we, us, our or Nium means Nium Pty Ltd.
17. you or your means the "Customer" who we provide services to in accordance with the End Customer Terms and Conditions or the "Client" who we provide services to under the Nium Direct Services Agreement (as applicable), and to whom we have made the PayTo Service available.

II. Authorised Payment Mandate

1. Creating an Authorised Payment Mandate
   1. To create an Authorised Payment Mandate, you must provide us with your bank Account Number and BSB and with instructions which authorises Nium to use the PayTo Service to debit funds from your selected bank account for onward payment to your Nium Account.
   2. Nium will produce a Mandate which Nium will include on the Mandate Management Service. The NPPA, through the Mandate Management Service, will notify your financial institution of the Mandate, at which point you will receive a notification to either authorise or reject the Mandate.
   3. You are required to authorise or reject the Mandate within the period of time specified in the Mandate, otherwise the Mandate will lapse. Such period of time must not exceed five (5) calendar days. Where you do not authorise or reject the Mandate within the specified period of time, the Mandate is deemed to be rejected.
   4. If you reject a Mandate because you do not believe that it reflects the terms of your agreement with Nium, you must contact us and ask us to amend and resubmit the details of the Mandate.
   5. Once a Mandate has been authorised by you, your financial institution will update the Mandate Management Service with this information and the Mandate becomes an Authorised Payment Mandate.
   6. Nium may recall a Mandate at any time up until the point at which you authorise that Mandate in accordance with Section II(A)(3) above, or the Mandate expires.
   7. Nium will not submit any more Mandates to you per day than is reasonable and appropriate for its intended purpose and circumstances.
2. Amending an Authorised Payment Mandate
   1. From time to time, the terms of the agreement between you and Nium may be amended which will then need to be captured in the relevant Authorised Payment Mandate. The amendment of an Authorised Payment Mandate must be initiated by Nium. Nium must obtain your consent to any changes to the Authorised Payment Mandate before initiating an amendment.
   2. Nium will process an amendment to the Authorised Payment Mandate in the Mandate Management Service on its own behalf. The Mandate Management Service will notify your financial institution of the amendment request, at which point you are required to either authorise or reject the amendment request.
   3. You must either authorise or reject the amendment request within five (5) calendar days, otherwise the amendment request will lapse and is deemed to be rejected.
   4. If you reject the amendment request because you do not believe that it reflects the updated terms of your agreement with Nium, you must contact us and ask us to resubmit the amendment request with the correct details.
   5. Once an amendment request has been authorised by you, your financial institution will promptly update the Mandate Management Service with this information. The updated Authorised Payment Mandate will apply from the date that is specified in your agreement with Nium.
   6. Nium must not submit to you any more than a reasonable number of requests to amend an Authorised Payment Mandate within one day.
3. Pausing an Authorised Payment Mandate
   1. Subject to the terms of your agreement with Nium, Nium may choose to pause or resume your Authorised Payment Mandate by updating the record of the Authorised Payment Mandate in the Mandate Management Service. If this occurs, the Mandate Management Service will notify your financial institution of the pause or resumption. During the period the Authorised Payment Mandate is paused, Nium will not process payment instructions in connection with it.
   2. Subject to the terms of your agreement with Nium, you may pause or resume the Authorised Payment Mandates by updating the record of the Authorised Payment Mandate in the Mandate Management Service. If this occurs, the Mandate Management Service will notify Nium of the pause or resumption.
   3. Nium will not be liable for any Loss that you or any other person may suffer as a result of the pausing of an Authorised Payment Mandate, unless the event giving rise to the Loss is directly due to Nium’s negligence, fraud or wilful misconduct.
4. Cancelling an Authorised Payment Mandate
   1. Subject to the terms of your agreement with Nium, Nium may cancel an Authorised Payment Mandate. Any cancellation of an Authorised Payment Mandate will generally be effective immediately. Nium will promptly notify your financial institution of the cancellation, which will in-turn promptly notify you.
   2. Similarly, subject to the terms of your agreement with Nium, you may cancel an Authorised Payment Mandate by updating the record of the Authorised Payment Mandate in the Mandate Management Service. If this occurs, the Mandate Management Service will notify Nium of the cancellation.
   3. Nium will not be liable to you or any other person for any Loss incurred as a result of cancellation of an Authorised Payment Mandate unless the event giving rise to the Loss is directly due to Nium’s gross negligence, fraud or wilful misconduct.
5. Unauthorised Payment Mandates
   1. You must notify Nium as soon as possible if you become aware of any NPP transaction occurring that is not permitted under the terms of a relevant Authorised Payment Mandate. Nium will review details of the NPP transaction in accordance with Applicable Laws and Industry Codes (including the NPP Procedures and NPP Regulations). You must provide reasonable assistance to enable Nium to undertake such review, and must respond to any requests for further information from Nium within one (1) business day unless otherwise specified by Nium. In no circumstances will Nium be liable for any NPP transaction or payment made that was authorised by the terms of the Authorised Payment Mandate.

III. Responsibilities

1. You must:
   1. carefully consider any request to authorise the creation or amendment of an Authorised Payment Mandate and promptly respond to such requests;
   2. notify Nium immediately if you no longer own or have authority to use the account from which an Authorised Payment Mandate has or will be made;
   3. promptly respond to any notification from Nium regarding the suspension or cancellation of an Authorised Payment Mandate for misuse, fraud or for any other reason;
   4. comply with all Applicable Laws in connection with the PayTo Service;
   5. ensure the information that you provide to Nium in connection with all Mandates is accurate; and
   6. ensure you have sufficient funds in the account from which an Authorised Payment Mandate has or will be made.
2. Nium:
   1. will accurately reflect the information provided by you in connection with a Mandate in the Mandate Management System;
   2. will only initiate PayTo transactions strictly in accordance with the terms of the Authorised Payment Mandate; and
   3. may monitor your Authorised Payment Mandates for potential misuse, fraud and for any other security reasons.

IV. Intellectual Property

1. All intellectual property, including but not limited to, the PayTo trademarks and all documentation (“Intellectual Property”), remain Nium’s property or that of our licensors.
2. Nium grants you (for the term of the agreement between you and Nium pursuant to which the PayTo Service is provided by Nium (“Term”) a limited, non-exclusive, non-transferable, royalty-free license, to use the Intellectual Property if required for you to receive the full benefit of the PayTo Service or for Nium to provide the PayTo Service.
3. Intellectual Property includes intellectual property in existence before the commencement of the Term or that is created after the commencement of the Term.
4. You do not have the right to sub-licence the Intellectual Property.
5. Where an intellectual property infringement claim is made against you, Nium has no liability to you to the extent that the intellectual property infringement claim is based upon:
   1. modifications to the Intellectual Property by or on behalf of you in a manner that causes the infringement;
   2. use of any item in combination with any hardware, software or other products or services in a manner that causes the infringement and where such combination was not within the reasonable contemplation of the parties given the intended use of the item;
   3. your failure to use corrections or enhancements to the Intellectual Property that are made available to you, except where the use of corrections or enhancements would have caused a defect in the PayTo Service, or would have had the effect of removing functionality or adversely affecting the performance of the PayTo Service; and
   4. your failure to use the Intellectual Property in accordance with these PayTo Terms and Conditions.

V. Termination and Suspension

1. Nium reserves the right to suspend or terminate the PayTo Service, including to suspend some or all of the Authorised Payment Mandates, if:
   1. Nium reasonably suspects there to be any misuse of or fraud or security issues relating to the PayTo Service; or
   2. you fail to comply with Applicable Laws or these PayTo Terms and Conditions
      
      in which case Nium will promptly notify you of any such suspension or termination.
2. Nium may temporarily or permanently restrict use of the PayTo Service and the Mandate Management Service if you fail to meet the requirements of these PayTo Terms and Conditions or breach, or are suspected (on reasonable grounds) of breaching, an Applicable Laws, in which case Nium will promptly notify you of any such restriction.

VI. NPP Adjustments

1. An NPP Adjustment may arise as a result of:
   1. an NPP Payment made in error, including a payment processing error made by an NPP Participant;
   2. an NPP Payment that has been made without your authorisation; or
   3. a fraudulent NPP Payment.
2. You can request an NPP Adjustment if you believe that an NPP Payment to your Nium Account is a transaction as described in Section VI(A). Nium will assess the request and at Nium’s sole discretion determine whether the NPP Adjustment should be implemented.
3. If Nium agrees to your request, the NPP Adjustment will be processed in accordance with the NPP Procedures and NPP Regulations.

VII. Payment disputes and investigations

1. You may ask Nium to investigate an NPP Transaction.
2. You must tell Nium immediately if:
   1. you become aware of any delays or errors in processing your NPP Payments; or
   2. you believe that you have been fraudulently induced to make an NPP Payment.
3. Nium will investigate and if appropriate attempt to rectify any such matters in relation to the NPP Payment.
4. Nium will keep you informed of the progress of all disputes and investigations. However, Nium may not notify you or keep you informed of certain investigations and disputes subject to Applicable Laws, Industry Codes and where Nium reasonably determines that doing so will, or is likely to, compromise the integrity of the investigation or NPP more broadly.

VIII. Privacy

1. Any data provided by you must be processed in accordance with your agreement with Nium.
2. You authorise Nium to collect, store and use your personal information (amongst other information) in connection with the PayTo Service, including for the purposes of constructing NPP Payment messages and enabling Nium to initiate and receive NPP Payments.

IX. Liability

1. Nium will not be liable for any Loss arising out of or in connection with:
   1. any NPP transaction or payment made that was authorised by the terms of the Authorised Payment Mandate;
   2. fraudulent or invalid NPP transactions unless the event giving rise to the Loss is directly due to Nium’s negligence, fraud or wilful misconduct;
   3. any error in the NPP transaction processing if such error was due to an incorrect payment instruction received, unless the event giving rise to the Loss is directly due to Nium’s gross negligence, fraud or wilful misconduct; or
   4. you not promptly responding to any notification you receive from Nium regarding the suspension or cancellation of an Authorised Payment Mandate for misuse, fraud or for any other notification.