NAB CONNECT MERCHANT TRANSACTION REPORTING SERVICE

Transcription

1 NAB CONNECT MERCHANT TRANSACTION REPORTING SERVICE Terms and Conditions effective _merch_transact (05/07)

2 Contents Meaning of Words 2 Conditions of Use 2 Liability 3 Fees and Charges 4 Termination 4 Variations 4 Incorporation of NAB Connect Channel Terms and Conditions 5 Paramountcy 5 1

3 NAB Connect Merchant Transaction Reporting Service Terms and Conditions If You use or intend to use the NAB Connect Channel to access the Merchant Transaction Reporting Service, the following terms and conditions apply to You. 1. Meaning of Words Merchant Services has the same meaning it has in the document entitled Merchant Agreement General Terms and Conditions or any equivalent or substitute document. Merchant Transaction Report means a data file containing a report of: transactions processed for You by the NAB as part of Your Merchant Services; and/or the value of the transactions referred to in above. Merchant Transaction Reporting Service means the service that enables You to view or download Merchant Transaction Reports through the NAB Connect Channel. NAB Connect Channel Terms and Conditions means the terms and conditions that apply to Your use of the NAB Connect Channel. Unless defined in these terms and conditions, capitalised terms in these terms and conditions have the same meaning as they do in the NAB Connect Channel Terms and Conditions. A reference to You viewing or downloading Merchant Transaction Reports, or to such reports being made available to You, or Your access to such reports being enabled by the NAB, is a reference to the reports being viewed, downloaded or accessed by, or made available to You through, the General Users nominated by You in accordance with these terms and conditions. 2. Conditions of Use 2.1 You can only use the Merchant Transaction Reporting Service if the NAB has approved Your use of the Merchant Transaction Reporting Service and: You are currently receiving the Merchant Services; or You were receiving the Merchant Services no more than 90 days ago. 2.2 You must nominate each General User who is authorised to use the Merchant Transaction Reporting Service. 2.3 For the purposes of clause 2.2 above, notification of Your nomination of General Users who are authorised by You to use the Merchant Transaction Reporting Service will be done by completing the Application Form or an Additions/ Amendment Request Form in which the relevant General Users are named and allocated the Access Profile which would enable those General Users to use the Merchant Transaction Reporting Service. 2.4 Each use of the Merchant Transaction Reporting Service must be authorised by the Authorisation Method allocated to the General User using the Merchant Transaction Reporting Service. 2.5 The Merchant Transaction Reporting Service made available to You by the NAB through the NAB Connect Channel is the service whereby each Business Day (or at such other time as the NAB may from time to time advise) the NAB will create and make available to You a Merchant Transaction Report for viewing or downloading through the NAB Connect Channel. A Merchant Transaction Report will be available to You for viewing or downloading through the NAB Connect Channel for 90 days after it is first made available through the Channel (or for such other period as the NAB may from time to time advise). 2

4 2.6 Each Merchant Transaction Report shall be taken to be provisional unless and until it is confirmed in a hard copy report issued to You by the NAB. 3. Liability 3.1 State, Territory and federal legislation (including, without limitation - the Trade Practices Act 1974 (Cth), and Australian Securities and Investments Commission Act 2001 (Cth)) implies certain warranties into contracts for the supply of goods or services to a consumer ("Statutory Warranties"). In the case of a contract for the supply of services, these include a warranty that the supplier of the services will use due skill in the course of providing the services and that any material supplied in connection with services will be reasonably fit for the purpose for which they are supplied. 3.2 If any Statutory Warranties are implied into this contract for the supply of the Merchant Transaction Reporting Service to You, and there is a breach by the NAB of those warranties, then to the maximum extent permitted by law the NAB's liability for that breach shall be limited to: the supplying of the Merchant Transaction Reporting Service again; or the payment of the cost of having the Merchant Transaction Reporting Service supplied again. The NAB's liability to You will not be limited in this manner if it is not fair or reasonable for the NAB to rely on the limitation set out in this paragraph. 3.3 Except as provided in paragraphs 3.1 and 3.2: the Merchant Transaction Reporting Service Terms and Conditions and (to the extent these documents are relevant to the Merchant Transaction Reporting Service) the approved Application Form, any approved Additions/Amendments Request Form, the Channel Manual and the NAB Connect Terms and Conditions, are the entire agreement between You and the NAB for the NAB's provision of the Merchant Transaction Reporting Service to you through the NAB Connect Channel. All other terms, undertakings and warranties are excluded; and except to the extent its own wilful or negligent acts or omissions cause loss or damage, the NAB will not be responsible for and excludes all liability for loss or damage (including any indirect or consequential loss or damage) that You may suffer or incur by reason or in connection with any of the following: (i) (ii) (iii) (iv) (v) (vi) Your use of the Merchant Transaction Reporting Service or the Merchant Transaction Reports provided through the Service whether or not it is attributable to the NAB or its agents, contractors and employees; any act or omission of the NAB or any of its agents, contractors and employees in relation to the Merchant Transaction Reporting Service or Your use of the Merchant Transaction Reporting Service; the NAB permitting any person to use the Merchant Transaction Reporting Service where the user of the service purports to be, but is not in fact, a person authorised by You to use the Merchant Transaction Reporting Service unless the NAB has received timely and adequate written warning from You in advance not to allow the relevant use to take place; any error contained in a Message relating to the Merchant Transaction Reporting Service; any delays in the Merchant Transaction Reporting Service, including delays in acting upon a Message relating to the Merchant Transaction Reporting Service; or any other matter in respect of which liability is excluded under these Merchant Transaction Reporting Service Terms and Conditions. 3.4 Without limiting clause 3.3, the NAB is under no liability for or in connection with the availability, accuracy, completeness or currency of any of the Merchant Transaction Reports supplied through the Merchant Transaction Reporting Service. 3.5 You indemnify and continue to hold indemnified the NAB fully against any liability loss or damage suffered or incurred by the NAB howsoever arising and by whomsoever caused, whether arising directly or indirectly from Your use of the Merchant Transaction Reporting Services except to the extent such liability, loss or damage is or was due to the wilful acts or negligence of the NAB. 3

5 4. Fees and Charges 4.1 You will pay to the NAB on demand the fees and charges for Your application and for ongoing use of the Merchant Transaction Reporting Service as set by the NAB, the amount and nature of which are detailed in the Fees and Charges Schedule that is scheduled to the NAB Connect Channel Terms and Conditions. You authorise the NAB to debit Your nominated NAB account with such fees and charges. If the NAB is unable to debit the account which You have nominated for any reason whatsoever, You authorise the NAB to debit any other account You hold with the NAB for such fees and charges. If requested, You will sign all documentation and do all acts which will enable the NAB to debit the fees and charges from a non-nab account. 4.2 You acknowledge that the full fees and charges applicable to Your use of the NAB Connect Channel (the amount and nature of which are detailed in the Fees and Charges Schedule) will still apply. 4.3 Notwithstanding any other provision of the Merchant Transaction Reporting Service Terms and Conditions or the NAB Connect Channel Terms and Conditions: if a goods and services tax ("GST") applies to any supply made under or in connection with the Merchant Transaction Reporting Service, the NAB may, in addition to any amount or consideration payable under these Merchant Transaction Reporting Service Terms and Conditions, recover from You an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable by You for the relevant supply by the prevailing GST rate; and/or without limiting the generality of the foregoing, if the NAB is not entitled to an input tax credit in respect of the amount of any GST charged to or recovered from the NAB by any person, or payable by the NAB, or in respect of any amount which is recovered from the NAB by way of reimbursement of GST referable directly or indirectly to any supply made under or in connection with this agreement with You, the NAB shall be entitled to increase any amount or consideration payable by You on account of such input tax and recover from You the amount of any such increase. Any additional amount on account of GST, or on account of an amount for which the NAB is not entitled to an input tax credit, recoverable from You pursuant to sub-clause or sub-clause of this clause shall be calculated without any deduction or set-off of any other amount and is payable by You upon demand by the NAB whether such demand is by means of an invoice or otherwise. 5. Termination 5.1 The NAB may suspend or terminate Your use of the Merchant Transaction Reporting Service at any time with immediate effect without prior notification to You if it determines that You have breached any of these Merchant Transaction Reporting Service Terms and Conditions or the NAB Connect Channel Terms and Conditions, or as it sees fit in order to protect the NAB's interests. 5.2 You may terminate Your use of the Merchant Transaction Reporting Service by written notice of termination to the NAB. Such termination: notwithstanding the application of the notice provisions incorporated by reference by the operation of clause 7 of these Terms and Conditions, will not be effective unless the notice of termination is actually received by the NAB at the specified address as defined in the Channel Manual; will take effect from 5pm Melbourne time on the Business Day after the day on which the NAB actually receives notice of termination; and will not affect any obligations incurred by You in respect of Your use of the Merchant Transaction Reporting Service. 5.3 All moneys due and owing to the NAB in connection with the Merchant Transaction Reporting Service, if not already due and payable, will immediately become due and payable upon the date that the NAB actually receives notice of termination. 6. Variations 6.1 The NAB may alter, amend or add to these Merchant Transaction Reporting Service Terms and Conditions at any time. In addition to the other changes the NAB may make to these Terms and Conditions which are detailed, the NAB may change any other of the Merchant Transaction Reporting Service Terms and Conditions (including by imposing new fees or charges and changing the amount, 4

6 type or method of calculation of fees and charges payable). The NAB will make any changes in accordance with any applicable legislation and industry codes. 6.2 Unless otherwise specified in the Merchant Transaction Reporting Service Terms and Conditions or separately agreed between You and the NAB, the NAB will give You notice of changes as set out below and You agree to receiving notice in such ways: notice of changes to fees and charges will be given in writing or electronically at least 30 days before the changes takes effect; notice of changes to government fees and charges will be given by media advertisement, in writing or electronically as soon as practicable after, but no later than three months after, the change takes effect; and notice of any other changes to the Merchant Transaction Reporting Service Terms and Conditions will be given in writing or electronically at least 30 days before the change takes effect. 6.3 However, to the extent permitted by any applicable legislation and industry codes, the NAB reserves the right not to give advance notice when changes are necessitated by an immediate need to restore or maintain the security of the NAB's systems or individual accounts. 6.4 Certain details relating to the NAB's provision of the Merchant Transaction Reporting Service may be altered by Your execution of an Additions/Amendments Request Form in writing and the NAB s acceptance of such Form in writing or electronically. 7. Incorporation of NAB Connect Channel Terms and Conditions 7.1 You agree that the following paragraphs of the NAB Connect Channel Terms and Conditions are incorporated into and form part of these Merchant Transaction Reporting Service Terms and Conditions: (d) (e) (f) clause 1.2 References; clause 16 Notices; clause 17 Code of Banking Practice; clause 18 Governing Law; clause 19 Complaint Investigation and Resolution Procedure; and clause 20 Force Majeure. except that: (g) in clauses 16.4, 17, 18, 19 and 20 any reference to NAB Connect Channel is to be read as Merchant Transaction Reporting Service ; and (h) in clauses 1.2 and 16 (other than 16.4) in the incorporated NAB Connect Channel Terms and Conditions any reference to 'NAB Connect Channel Terms and Conditions' or 'NAB Connect Terms and Conditions' is to be read as 'Merchant Transaction Reporting Service Terms and Conditions'. 8. Paramountcy 8.1 If there is or arises any inconsistency, ambiguity or discrepancy between these Merchant Transaction Reporting Service Terms and Conditions and the NAB Connect Channel Terms and Conditions or the various documents referred to in the NAB Connect Channel Terms and Conditions either expressly or by implication, the following order of precedence will apply: (d) these Merchant Transaction Reporting Terms and Conditions as amended by the NAB from time to time; the NAB Connect Channel Terms and Conditions as amended from time to time; the Schedules to the NAB Connect Channel Terms and Conditions; the approved Application Form; and 5

7 (e) the Channel Manual. Preparation of this document was completed on 21 May National Australia Bank Limited ABN AFSL