Terms of Use

This document is current as of 23 February 2025.

1. Introduction

This document is PaySolve Pty Ltd's Terms of Use for Payors. The purpose of this document is to set out the conditions that bind the Payor (you, your, yours, yourself) and PAYSOLVE PTY LTD (PaySolve, we, us, our, ours, ourselves).

The scope of services that this document covers (hereinafter the Payor Services) are:

• The issuance, receipt and updating of Invoice and Customer objects.
• The payment and assignment of payments to Invoice and Customer objects.
• The Payor Account services.
• The process of resolution of disputes, amendments and mistakes related to the above services.

By using the Payor Services, a Payor agrees to be bound by these Terms.

2. Definitions

For the purposes of this document:

• The term bank account means an Australian account that holds or represents Australian currency on deposit by an Australian bank or other financial institution.
• The term Customer object (capitalised) shall refer to an object created in the PaySolve system by or on behalf of a Merchant characterised by expecting any number of payments as the Payor may make. While it may relate to an analogous object created by a Merchant in their internal system, it is distinct therefrom unless otherwise denoted or clearly implied by context.
• The term Invoice object (capitalised) shall refer to an object created in the PaySolve system by or on behalf of a Merchant characterised by requiring a set payment. While it may relate to an invoice issued by a Merchant in their internal system, it is distinct therefrom unless otherwise denoted or clearly implied by context.
• The term Merchant means an individual, company, organisation or other entity existing in law or in fact, that has a Merchant account with us that allows them to issue Invoice objects, Series objects or Customer objects.
• The term Open Banking refers to the system of availing certain banking information pursuant to the Competition and Consumer (Consumer Data Right) Rules 2020 Act or similar legislation.
• The term Payor means an individual, company, organisation, or other entity existing in law or in fact, that uses the Payor services in this document.
• The term Series object (capitalised) shall refer to an object created in the PaySolve system by or on behalf of a Merchant characterised as a collection of Invoice objects. While it may relate to an analogous collection created by a Merchant in their internal system, it is distinct therefrom unless otherwise denoted or clearly implied by context.

3. Description and Scope of Services

The scope of the Payor services in this agreement is the following:

Payment matching

The payment matching service is the service that matches payments received in a Merchant's Australian bank account by manner of bank transfer to Invoice objects or Customer objects. It does this via matching codes entered in the description or reference fields of the bank transfer.

The payment matching service does not include:

• The actual moving of money or the execution of the bank transfer.
• The matching of payments without a correct matching code in the description or reference, except by a Redress or manual action of the Merchant.

Payor Account

PaySolve offers (although does not require to access payment matching) a Payor account for the purpose of organising payments. This service allows you to save Invoice objects, Customer objects and Series objects, view and search your saved objects, and download an ABA file to pay multiple Invoice objects at once.

Redress system

PaySolve additionally offers a Redress system to alert Merchants to errors or issues with payment matching.

The types of issues that can be addressed by the Redress system are:

• Mistaken payment: payments made in error that require a full refund.
• Overpayment: payments made to an Invoice object in excess of what is required.
• Wrong code: payments made with a wrong code in the description that have not been assigned to the correct object.

It is the perogative of the Merchant alone whether and how to use the Redress system. It is not PaySolve's responsibility whatsoever for any failure to properly address an issue submitted under the Redress system.

4. Payor Responsibilities

The responsibilities of the Payor are:

• To ensure that the Payor's bank account facility that they use to transfer money, including transfers made for purposes under this agreement, is used and secured as intended. PaySolve is not responsible for any loss, damage or misuse of the Payor's bank account facilities.
• To ensure that the correct BSB, Account Name and Account Number are entered in any transfer intended to be made to be matched to an Invoice object or Customer object under the Payor services outlined in this agreement.
• To ensure that the correct monetary amount is entered for a transaction.
• To ensure that the correct matching code, as outlined in the payment instructions on any Invoice object or Customer object, is entered in the description or reference fields of the bank transfer for a transfer intended to be matched to an Invoice object or Customer object under the Payor services outlined in this agreement. The matching code must be either made in the absence of any other text in the description or reference, or must be separated from any other text in the description or reference field by a space, dot or slash.
• To ensure that any fees, charges or taxes charged by any third party in the course of the transfer, including the Payor's bank, are taken into account and that the correct amount is received by the Merchant's bank account.
• To generally ensure the accuracy and execution of a transfer intended to be matched to an Invoice object or Customer object.
• That no sensitive information is revealed, except for the correct matching code, in any transfer intended to be matched to any Invoice object or Customer object.
• To take reasonable steps, including contacting their bank or financial institution and the Merchant, when a payment has not been made as intended by the Payor, received by the Merchant's bank account, or matched or recognised by PaySolve.
• To not use the services of PaySolve to engage in, promote, facilitate, incite, conspire, fund or enable any conduct that is criminal, tortious or otherwise unlawful in any Australian State or Federally, or is analogously unlawful in any jurisdiction beyond that of Australia if extraterritorial jurisdiction exists over such conduct.

The failure of a Payor to abide by their responsibilities under this section shall result in the following:

• The relinquishing of any criminal or civil liability held by PaySolve in relation to any result reasonably attributed to the failure.
• The termination of a Payor account at the discretion of PaySolve.
• The refusal of PaySolve from providing services in service of such a Payor, and the termination of any responsibilities of PaySolve under this agreement with respect to that Payor, provided that reasonable attempts are made to contact the Payor.

5. Liability

PaySolve is not liable for:

• Any incorrect or missing reference codes placed or required to be placed in the description or reference fields.
• Any failure or delay of the Payor financial institution to send any transfer, or of the Merchant financial institution or bank account to receive any transfer.
• Any failure of our Open Banking provider (BASIQ PTY LTD) or any Australian financial institution to provide accurate or required Open Banking data, and any consequential failure to match transfers to Invoice objects or Customer objects.
• Any delay in matching transfers to Invoice objects or Customer objects on account of our systems, provided that reasonable steps are taken by us to ensure a prompt recognition and matching of the transfer, or in the case of a system error, outage or problem, reasonable steps are taken by us to rectify the issue and match backlogged transfers.
• Any costs incurred by the Payor, Merchant or any other third party as a result of a failure to receive and match a transfer to an Invoice object or Customer object within a certain timeframe. For timeframes of transfer matching that are extended due to issues within PaySolve's system, PaySolve shall not be liable insofar as reasonable steps are taken to rectify the issue.
• Any criminal or tortious conduct that is committed by any Payor in the course of or that is furthered by the use of the Payor services.
• Any wrongful or disputed Invoice object issued by a Merchant, and any loss, damage, emotional distress or similar experience the results therefrom.
• Any other provision of this agreement that provides, expressly or implicitly, that PaySolve shall not be liable in any particular circumstance.

Force Majeure Generally

PaySolve is not liable for any events or results therefrom that are an act of God or otherwise out of our control.

Payor Liability

Any Payor who uses PaySolve's Payor services in breach of the terms of this document that causes loss or damage (including to reputation) to PaySolve, with intent, knowledge or recklessness that such damage or loss would be caused, shall be liable for such loss or damage.

6. Privacy and Data Security

PaySolve handles data in accordance with our Privacy Policy, which includes the data of our Payors. PaySolve is also bound by the Australian Privacy Act 1988, and the regulations and requirements of the Open Banking laws, regulations and requirements.

Complaints, concerns or questions regarding privacy should be directed firstly to PaySolve, and we will endeavour to resolve the issue.

PaySolve is not liable for any use, storage, dissemination or disclosure of data by PaySolve or a third party, or any result therefrom, where such use, storage, dissemination or disclosure:

• Is done in accordance with our Privacy Policy.
• Was the consequence of a third party gaining access to an Invoice object, Customer object, Series object, or bank transfer information pursuant to obtaining access credentials to any such object or to a Payor or Merchant account from the Payor or Merchant, as the case may be.
• Was done by the Merchant.

7. Dispute Resolution

For all disputes, issues or queries that Payors may have with Merchants, Payors must direct such to the Merchant. PaySolve cannot arbitrate a dispute between a Merchant and Payor.

For disputes, issues or queries related to incorrect or missing matching codes, Payors must consult the Merchant policy.

All disputes, issues or queries should firstly be directed to [email protected]. PaySolve shall endeavour to address and resolve the issue within seven days, and give notice if it anticipates that, due to the complexity or circumstances of the dispute, issue or query, it requires a greater time to attempt resolution.

Payors shall act in good faith to try to resolve all disputes and issues that they have raised.

In instances where a dispute cannot be resolved between the parties, both parties agree to third-party mediation before undertaking litigation.

8. Compliance with Laws and Regulations

Both parties are required to abide by all applicable Australian laws and regulations, including Open Banking laws and regulations and ASIC guidelines.

PaySolve shall not be liable for any action done that it is legally required to do, including compliance with subpoenas, warrants or other legal requests.

9. Amendments

This document may be amended by PaySolve at its sole discretion. PaySolve agrees to publish this at https://docs.paysolve.com.au/file/terms.html, and to make reasonable efforts to promulgate changes to Payors.