Last Updated: June 27, 2025

 1. Definitions:

• 3D Secure: means that process We supply to allow the cardholder to verify their card payment.

• Agreement:  means this document and the associated terms and conditions;

• Attempted Authenticated Transaction: means a Card Transaction which You tried to authenticate using the Authentication Procedures, but We are unable to do so because at the time You tried, either:

1. the Card Issuer was not registered with the Card Schemes to participate in the Authentication procedures; 

2. the cardholder was not registered with the issuer to participate in the Authentication Procedures; or

3. the Card issuer chose to bypass Authentication;

• Authenticated Transaction: means a Card Transaction that has been authenticated using the Authentication Procedures;

• Authentication: means the process whereby the identity of a cardholder is authenticated using Authentication Procedures such as the 3D Secure protocol; branded as Verified by Visa and MasterCard SecureCode.  ‘Authenticate’, ‘authenticated’ and ‘authenticating’ have similar meanings;

• Authentication Procedures: means the procedures and requirements identified by Us as being those to be followed and satisfied (respectively) when authenticating the identity of a cardholder who wishes to use their Card to purchase goods or services from You Online;

• Authentication Request: means a request to authenticate a proposed sales Transaction using the Authentication Procedures;

• Authorisation: means, in respect of a Transaction, Our confirmation that, at the time at which confirmation is given, the Card number exists and is valid, the Card has not been reported lost or stolen or blocked for use, and that funds will be made available to cover that Transaction;

• Beneficial Owners: means an individual or in the case of a business that individual that owns 25% or greater of the Payee;

• Bill Payment: means a purchase Transaction completed to pay a bill or invoice for goods or services already supplied;

• Bureau: means that organisation that supplies to You the operational services to assist you to process a Transaction.

• Card: means a physical or virtual credit, debit or pre-paid Card (as applicable) issued by a Card Scheme member;

• Card Issuer: mean that organisation that is member of a Card Scheme and has the right to issue cards to Payers;

• Card Scheme: means Visa or MasterCard or any other Card Scheme with whose Card Scheme rules We are obliged to comply with;

• Card Scheme Rules: means the rules and regulations which regulate participants in the Card Schemes;

• Chargebacks: means those card Payments disputed by a cardholder to their Cared Issuer and notified to You by Us.

• Chip Card: means a Nominated Card containing a computer chip that adheres to chip security standards;

• Chip Security Standards: means the security standards mandated from time to time by Card Schemes;

• Contactless Transaction: means a Payment method which allows the Point of Sale Equipment to process a Transaction under a defined limit without swiping or inserting a Card or entering a PIN;

• CVC2: means the Card verification code for MasterCard (3-character code printed on the signature panel of the Card);

• CVV2: means the Card verification value for Visa (3-character code printed on the signature panel of the Card);

• Domestic Debit Scheme: means the interbank proprietary debit scheme governed by that Schemes rules and standards;

• eCommerce Transaction: means a purchase Transaction between You and a cardholder over the Internet;

• EOV: means ‘electronic offline voucher’ which is a process in which details of a Transaction are read and stored by the Equipment, but are processed later than would be the case if the Equipment were functioning normally and regardless of whether this occurs accidentally or because of a deliberate act or omission.  These Transactions are limited and subject to change. In addition, only one EOV Transaction per card, per EOV session is permitted on each Equipment supplied;

• Equipment: means any hardware or software designed to be used to transmit, record and or process information about Transactions.  The Equipment can take the form of Point of Sale terminals or Merchant Software;

• Floor Limit: means the applicable dollar amount known as a ‘Floor Limit’ for manual Transactions, notified by Us to You from time to time;

• KYC Validation:  means the process by which We validate that the identities of the Beneficial Owners of the Payee to ensure We are compliant to relevant Anti-Money Laundering and Counter Terrorism Financing (AML/CTF) requirements of Our Payment Processing Provider and regulators within the countries We operate within;

• Manual Pan: refers to Manual Primary Account Number entry, which allows manual entry of Card details into Equipment;

• Merchant Application: means that document completed by You either in paper form or  Online applying for the Service;

• Merchant of Record; means Kovena who acts as the merchant to accept card payments via a merchant facility supplied by the Payment Services Provider;

• Merchant Services: means the capability supplied by Us (including through Our Payments Processing Provider) a Manual, Point of Sale, eCommerce or Online Transaction capability (branded as Kovena) that allows You to accept Card Transactions and have the value of these Transactions credited to a nominated Account;

• Merchant Software: means the software which We have told You is required if You wish to use Our Service;

• MOTO Transaction; means a Card Transaction involving an order for goods or services received by You by mail, facsimile, telephone, email or the internet where You manually enter the Card details into the Equipment or Merchant Software.  Also known as Mail Order Telephone Order;

• Nominated Account:  means that card nominated by You for processing of Settlements or Adjustments;

• Nominated Card: means a type of Card which can be authorised and settled by Us;

• Nominated Settlement Date:  means that date when the funds are either cleared, the goods and services are deemed to be supplied or as agreed by Us based upon Your conditions of supply;

• Online Transaction: means a Transaction where the Internet is used as the means of processing a Payment where the goods or services are paid for in advance of delivery (eCommerce) or the Payment of an invoice or goods or services already supplied (Bill Payment);

• Payee: means those individuals or businesses that provide goods and services to a Payer and have an Agreement with Us to use Our Service to assist in the collection of their cost of goods and services and any fees and charges on their behalf;

• Payer: means those individuals or businesses that have an Agreement with Us to use Our Service to pay a Payee for their goods or services;

• Payment: means a Transaction;

• Payment Card Industry Data Security Standards (‘PCI DSS’): means that standard mandated by the Card Schemes for the protection of cardholder details, Transaction information, and any additional or replacement standards of which We advise You from time to time;

• Payment Facilitator; means that capability supplied by Our Payments Processing Provider that allow us to on supply card processing merchant facilities to a Payee where We are licenced as a supplier of these services with the Schemes.

• Payment Processing Provider:  means those organisations, including banks, that supply the underlying Payments capabilities purchased by Us and used to supply Our Payment Services to You;

  1. In Australia this means Till Payments Solutions Pty Ltd (ABN 64 160 726 349)

  2. In New Zealand this means Till Payments Solutions Limited (NZBN 9429048556934)

  3. In the United States of America, this means Till Payments LLC

  4. In the Vietnam this means OnePay (Company No 0102126770)

• Payment Request:  means Your authorisation for Us to direct debit Your nominated Scheme Card or bank account.

• PIN: means the personal identification number allocated by a Card issuer or personally selected by a cardholder;

• Point of Sale Transaction: means a Transaction where the Card, cardholder, and You are all physically present at the time of the Transaction;

• Pre-authorisation: means that a Transaction that is to be processed at a later time has been authorised up to the value of the proposed Transaction;

• Receipt: means a document used to evidence a Card Transaction;

• Reseller: means that organisation that supplies to You the operational business software used to embed the Payment Service supplied by Us and where that organisation has an arrangement with Us to promote the Service.

• Remote Transaction; means any Transaction undertake where the cardholder is not present.

• Service:  means the card Payment acceptance and settlement facilities supplied by Us used by You to collect the cost of goods and services and any fees and charges due to You from the Payer.  The Service can be either Manual, Online or at Point of Sale via Equipment supplied by Us.  The Services can be supplied via Us as Merchant of Record or via Us as a Payment Facilitator;

• Service Fee:  means the fees charged to You to use the Service provided by Us.  The Service Fee is not the fees and charges charged by You to the Payer;

• Settlement Account:  means that bank account nominated by You within the Merchant Application for the receipt of cleared Payment settlements;

• Switch Provider: means any such organisation where We have a contractual relationship with, to process Transactions via the Point of Sale Equipment supplied by Us;

• Third Party: means that organisation that operates as a Bureau or Reseller;

• Transaction: means a pre-authorisation, sales, refund, void, reversal and cash Transaction, whether MOTO, Remote, Online or undertaken at Point of Sale;

• You/Your:  means the individual or company identified in this Agreement and or the Merchant Application completed by You.  It is also the Payee;

• Us/We/Our:  means Kovena which operates in the following countries:

  1. Kovena Pty Ltd (ACN 641 432 313) – Australia

  2. Kovena Ltd (Company Number 8243606) – New Zealand 

  3. Kovena LLC (Control Number 22068824) – USA
  4. Kovena Vietnam Ltd (Company Number 0317484085) – Vietnam
  5. Kovena EU BV (CoC No. 97083534) – Netherlands
  6. Kovena UK Ltd (UTR: 27708 17490) – UK
     
     

2. Contractual relationship

This Agreement sets out the terms and conditions on which We provide the Service to You. By signing or indicating acceptance of the Merchant Application or otherwise accessing or using the Service You agree to accept this Agreement and its associated terms and conditions.  

You acknowledge this Service is provided by Us and it is optional.  The Service is not intended to restrict a Payer from making payments to You via other methods.

You acknowledge that this Service allows You to only receive payments from those Payers that have accepted Our Payer Terms and Conditions at point of payment.

If You are registered and/or located in Costa Rica, Guatemala, or Panama, You also agree to the terms and conditions listed at: https://connect.tilopay.com/terminos-y-condiciones/

For those Merchants using the USD currency Service, You also agree to the terms and conditions listed at: https://www.airwallex.com/us/terms/kovena

3. Commencement of Agreement

You agree to be bound by the terms and conditions of this Agreement once You have been advised in writing that Your Merchant Application to be a Payee has been approved.  

4. Variations and amendments to the terms and conditions

We may vary these terms and conditions inclusive of the Service Fees with 14 days notice by email to the contact details supplied by You in the Merchant Agreement.  The updated terms and conditions will also be displayed on Our website (www.kovena.com).  You shall be deemed to have accepted any variations or amendments unless You inform Us in writing at support@kovena.com of Your refusal to accept the variation or amendment within 14 days of its publication and Our notification to You.  If You refuse to accept the variation or amendment We will terminate this Agreement and may at Our sole discretion enter into a new Agreement with You.

5. Your general obligations to Us

You must immediately notify Us of:

• Any change to Your financial position which may affect Your ability to perform Your obligations under this Agreement; and

• Any change in business address, business name, ownership or substantially change the type of goods and services You sell.

Unless approved by Us:

• Only use the Service for Payments where You are the seller and supplier of goods and or services; 

• Not use Our Service on behalf of a third party unless You have an Agreement to resell, distribute or retail their products or services;

• Allow Our employees, contractors, sub-contractors or agents or those of Our Payment Processing Provider or any Card Scheme to enter Your premises during normal business hours to check Your compliance with this Agreement or the Card Scheme rules;

• Provide Us with all information and assistance We reasonably require to perform Our obligations and to deal with any queries in relation to Our provision of Our Service; and

• Comply with all relevant Laws and contractual requirements in carrying on Your business.

6. Payment processing services

We make available to You the ability to receive Payment for goods and services (supplied by You to Your Payers). 

The Payment channels We support are as follows:

• Online;

• MOTO; and

• Point of Sale (Australia only)

The Payments types We support are as follows:

• Online:

  • Credit Card (Visa and MasterCard)

  • Debit Card (Visa and MasterCard)

  • Charge Card (Amex) –  US only.

• Point of Sale (Australia only):

  • Credit Card (Visa and MasterCard)

  • Debit Card (Visa and MasterCard)

  • GooglePay

  • ApplePay

  • Proprietary domestic EFTPOS debit card

The Transaction types We support are as follows:

• Online:

  • Purchase

  • Pre-authorisation/capture

  • Refund

  • Void

  • Tokenisation

  • 3D Secure

• Point of Sale (Australia only)::

  • Purchase

  • Pre-authorisation/capture

  • Refund

  • 3D Secure

We accept (at Our sole discretion), the Payments made by the Payer and due to You, via whichever of Our business entities, as the Merchant of Record or as a Payment Facilitator, in whichever country, that is best suited to clear and settle these Payments with our Payment Processing Provider. 

The features and functionality may change and You will be advised of any changes relevant to Your Service. 

7. Authorisation and Authentication

You acknowledge and agree that obtaining Authorisation for a Transaction is not a guarantee of Payment. An Authorisation only confirms that at the time the Authorisation was obtained the Card number existed and is valid, has not currently been listed as lost or stolen and has sufficient funds to cover the Transaction.  It does not guarantee that the person using the Card is the genuine cardholder or that they are creditworthy.

You must;

• Without limitation to the remainder of this clause, comply with any Authorisation Procedures We advise;

• For a Point of Sale Transaction, obtain prior Authorisation where:

1. the embossed Account number on the Card is different from the printed Account number

2. You suspect that a signature is forged

3. the Nominated Card signature panel is blank 

4. We have told You not to accept the Nominated Card

• For an eCommerce Transaction, submit the expiry date of the Nominated Card and Card security code to Us, identify the Transaction as an eCommerce Transaction and seek Authorisation using the applicable Equipment;

• For a MOTO Transaction, eCommerce or Online Transaction requiring goods or services to be supplied, You may obtain an Authorisation from Us up (Pre-Authorisation) to seven (7) days before the date on which the goods or services are actually supplied.  If Your delivery of merchandise is not completed or services are not performed within seven (7) days of the date of such Authorisation, then that Authorisation will have expired and a fresh Authorisation must be obtained for the balance of the Transaction in respect of which delivery of the goods and services have not yet been performed;

• Transactions on contactless Cards, at Point of Sale, are subject to a contactless limit and an accumulated contactless limit allowing a number of low value Transactions to be authorised off-line before the accumulated limit is reached. If either of these limits is reached, Transactions on contactless Card Transactions must be authorised electronically and You may be prompted to swipe or insert the Card and obtain a signature or PIN. You will not be able to override either of these limits;

• A Point of Sale Transaction, Online or eCommerce Transaction will usually process an Authorisation Request automatically.  If, for any reason, such Transactions are not processed automatically, You must obtain Authorisation by another method;

• Use reasonable care to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card or PINs.

• Notify Us if You become aware of or suspect fraud on the part of a cardholder;

• Not deliberately reduce the value of any one Transaction below Your Floor Limit by:

1. splitting a Transaction into two or more Transactions; and

2. allowing a cardholder to purchase items separately

• Not state or set a minimum or maximum amount for a Card Transaction;

• Not request a cardholder to reveal their PIN;

• Not accept any Transaction involving a Card if You are aware that a previous Transaction involving that Card has been fraudulently used or has resulted in a Chargeback;

• Contact Us for instructions if the identification of a cardholder or the validity of the Nominated Card is uncertain; and

• Implement all measures requested by Us to reduce the potential for fraud, or to be Card Scheme compliant, inclusive of 2 Factor Authentication tools such as 3D Secure.

8. Online Authentication

Where You are operating Online, Bill Payment or eCommerce based Merchant Service supplied by Us to You, You acknowledge You:

• Have had Your Payment processing systems, Equipment and those of any Bureau, third party or Reseller You wish to use approved by Us;

• Maintain and operate the Merchant Software in accordance with all the requirements which We or the Card Schemes have notified to You;

• Keep any password We give You secure and not disclose it to any third party who has not been authorised by Us or You; and comply with all manuals, guides or directions We or the Card Schemes give You from time to time regarding the Authentication Procedures;

• Unless We agree otherwise, send Us an Authentication Request each time a cardholder wishes to purchase goods or services from You on Your website using their Card;

• Carry out any additional Authorisation procedures which arise out of Authenticated Transactions and of which We advise You in writing from time to time;

• Immediately take action to remedy any default or non-compliance of which You become aware and promptly notify Us of when You expect to be able to remedy the default or comply, as the case may be;

• We may, at Our discretion, require You to support and use Online Authentication programmes including Verified by Visa and/or MasterCard SecureCode;

• You must not:

1. change Your Payment processing systems, Equipment or any Bureau, third party You use for the purposes of the Authentication Procedures unless We  have first approved the proposed change to any of them; and

2. use or alter any logos, names, trademarks, get ups or holograms for a Card Scheme for or in relation to the Authentication Procedures without Our prior written consent.

• If You send Us either: an Authenticated Transaction; or an attempted Authenticated Transaction, which We then authorise and process, We will not charge it back to You on the basis that the cardholder claims that they were not the person who purchased goods and services from You on Your website. 

• If You send Us either; a Non-authenticated Transaction; or an Unavailable for Authentication Transaction, We may at Our absolute discretion decide to accept the Transaction for processing and, if We do:

1. we will process it as though You were not participating in the Authentication Procedures and the usual Chargeback provisions will apply; and

2. You acknowledge and agree that We may, but are not obliged to accept any further Non-authenticated Transactions or Unavailable for Authentication Transactions from You for processing.

• You must not accept a failed Authenticated Transaction for processing;

• You acknowledge and agree that the Authentication Procedures are based on Card Scheme rules which may vary from time to time;

• You agree to promptly comply with any variations which are initiated by the Card Schemes or are introduced by Us and of which You are notified in writing by either Us or the Card Schemes;

• Any fines or similar costs imposed on Us by a Card Scheme because of Your conduct arising out of the Authentication Procedures are payable by You as a fine in accordance with this Agreement;

• We are not liable for any loss or damage (including indirect and consequential) You suffer or incur as a result of Your participation in the Authentication Procedures, except to the extent Your loss or damage was caused by Our negligent or fraudulent acts or omissions;

• Any use by You of a Reseller, Third Party or Bureau (including without limitation an Internet service provider or technology support provider for the purposes of the Authentication Procedures) is at Your risk;

• We may decide to suspend or terminate Your participation in the Authentication Procedures at Our absolute discretion.

• Once You no longer receive Online Merchant Services from us, You no longer are entitled to participate in the Authentication Procedures and must immediately destroy the password and any other materials, including without limitation any guides and manuals regarding the Authentication Procedures which We have given You.

• If We  decide to suspend or terminate Your participation in the Authentication Procedures:

1. We will notify You as soon as practicable of Our decision to do so;

2. while Your participation has been suspended or terminated, We will continue to process Your Transactions in accordance with this Agreement as if You had not participated in the Authentication Procedures. In this case, the usual Chargeback provisions in clause 17 will apply; and

3. that suspension will continue until We notify You of Our decision to reinstate Your participation.

9.  Point of Sale Transactions

When undertaking a Point of Sale Transaction You must:

• Enable a Card to be read by the Equipment supplied as part of the Merchant Service by either:

1. contactless reading of the Card chip;

2. swipe or insert it, following any prompts, including those indicating the need for a PIN and/or signature; and

3. insert a chip Card into Your Point of Sale terminal if it can read chip Cards; 

• Where a signature is required verify that the signature on a Nominated Card matches the signature (if any) on the Voucher or Receipt;

• If the signature panel on a Nominated Card is blank, in addition to obtaining Authorisation for the Transaction, You must ask the cardholder for additional identification information, but not record it. If You are satisfied that the information You are given is true and correct, You must ask the cardholder to sign the Nominated Card;

• Verify that the cardholder resembles the person in any photograph intended for identification on the Nominated Card; and

• Offer and, unless the cardholder indicates otherwise, give the cardholder a copy of the Receipt immediately after completing the Transaction.

10.  Remote, MOTO or Manual Transactions

Where You are required to process a Remote, MOTO or Manual Transaction You must:

• Take reasonable steps to verify the identity of the person You are dealing with, in order to confirm that they are the genuine cardholder, including by observing and implementing the recommendations in any fraud prevention guide We provide You; and

• Record reasonable identification details of the person You are dealing with, as well as the commencement and expiry dates of the Nominated Card and verification numbers.

11.  Surcharging

If You charge a Surcharge Fee to Your customers in relation to a Transaction You must ensure:

• The Surcharge Fee is disclosed to the cardholder prior to the completion of the Transaction and the cardholder is given an opportunity to cancel the Transaction;

• The Surcharge Fee is included as part of the total amount of the Transaction and not collected separately;

• The Surcharge Fee bears a reasonable relationship to Your cost of accepting Nominated Cards for Payment;

• The Surcharge Fee is applied on a flat rate or percentage basis; 

• You comply with industry-specific or Scheme specific requirements as notified by Us from time to time; and

• You do not describe the Surcharge Fee as, or inform the cardholder that the Surcharge Fee is applied by a Card Scheme, Us or a third party financial institution.

12.  Refunds

You must, unless otherwise consented by Us:

• Establish a fair policy which is the same for every Card Scheme and which is disclosed to cardholders at the time of purchase for dealing with refunds and disputes about Transactions;

• Control and be responsible for the security of the passwords, access codes, Cards or any other facility provided by Us to enable You to process refunds;

• Only process a Transaction as a refund if it is a genuine refund to a cardholder of a valid sales Transaction;

• If You process a refund Transaction, process it to the same Card that was used in the original sales Transaction and be no greater than the original sale amount of the goods or service the subject of the refund; and

• Not give refunds for Transactions by means of cash or cheque (check).

13.  Equipment

For Transactions using Equipment, You must:

• Comply with the relevant Equipment user guide;

• Only use Equipment certified by Us or the Switch Provider and that complies with the standards set by the Card Schemes;

• Ensure that You use Equipment only as permitted by Your Agreement with Us;

• Without limiting any other clause of this Agreement, allow Our employees, contractors, subcontractors, agents or Resellers to enter Your premises as reasonably required by Us during normal business hours to install, inspect, maintain and remove Equipment We own or supply;

• Process all Transactions by reading Card data with the Equipment;

• If keying Card details into the Equipment (Manual Pan entry) You must control and be responsible for the security of such manual key entry; and

• Not deliberately engineer a situation in which a Transaction must be processed through a EOV whether by interfering with the Equipment or otherwise.

14. Equipment Supplied

Where We supply Your Equipment:

• You must have the Equipment that We require from time to time. You may obtain Equipment from Us or from others provided the Equipment is certified by Us or the Switch Provider;

• You may use Equipment to accept Nominated Cards for: 

1. transmitting Transaction information to Us and anyone else approved by Us;

2. crediting funds to Your Nominated Account in Payment of goods and services sold to cardholders; 

3. enabling a cardholder to debit their Account;

4. crediting funds to a cardholder’s Account and debiting Your Account if a cardholder returns merchandise which the cardholder paid for using a Nominated Card (Refunds); 

5. any other purpose approved by Us but not use the Equipment for any other purpose; and

• Equipment We own and which We have sent to You always remains Our property. If You neglect, misuse, lose or damage Our Equipment, We may charge You the full cost of any necessary repairs or replacements. We may choose whether Equipment should be repaired or replaced. We may reasonably determine the replacement value at Our sole discretion.

15.  Merchant Software Supplied

Where We supply Your Merchant Software to undertake Transactions or operate Our Merchant Services:

• You must comply with any additional terms and conditions We prescribe from time to time in relation to the Merchant software which We supply, or arrange to supply;

• We will not be responsible in any way for anything which may arise from Your use of, or inability to use the Merchant Software which We supply, or arrange to supply; and

• If You use the Merchant Software which We supply, or arrange to supply, You must display (on the page of Your website used by the cardholder to communicate Payment details) in relation to the Merchant Software such as logos which We give You, in the size and location prescribed by Us.

16.  Online or eCommerce Website requirements

When operating a website, at Your expense, to undertake Online or eCommerce Transactions utilising the Merchant Services supplied by Us to You, You must:

• Prior to commencing live operation, successfully test all Transaction use cases.  We reserve the rights to audit these tests and if they are deemed by Us to be unsatisfactory or the Online or eCommerce capability is operating incorrectly then We  may request You to fix and re-test all or part of the capability;

• You must provide Us reasonable access to view, monitor and audit the pages of Your website. You also agree that We  may, at Our discretion, periodically have a Card Scheme endorsed third party review Your website to ensure compliance with any relevant Laws;

• You must ensure that Your website does not contain any material in breach of any applicable law;

• You agree that We may, using a Card Scheme endorsed and certified third party, periodically perform information security or vulnerability scans on Your website and/or servers to ensure that You are complying with generally accepted data security standards, including but limited to PCI DSS;

• You must inform us, within a reasonable time, if You make any substantive changes to Your website related to Your Online or eCommerce capability; and

• We may require You to make alterations to Your Card acceptance policies and procedures to ensure You remain in compliance with the Card Scheme rules, including alterations to Your website.

You must, before You accept any Online or eCommerce Transactions over the Internet via the Merchant Services supplied by Us, maintain a website which clearly displays the following information:

• Your registered business name, company number, registered address, trading name, trading address and contact details, inclusive of email and contact phone or mobile number;

• Ensure that Your business name corresponds with the name of Your website and the name that will appear on cardholder statements and as advised on the Transaction Receipt;

• A complete description of the goods and services available for purchase on Your website with the price in Your local currency;.

• Your purchasing terms and conditions;

• Your policies for privacy, returns, refunds cancellation and data security; 

• A capability for customers to confirm acceptance of the terms and conditions upon purchase of goods or services;

• Details of Your delivery or supply times for goods and services.  Delivery or supply times must be appropriate for Your type of business. If the delivery or supply is to be delayed, or unable to be fullfilled the cardholder must be notified of the delay or non supply and an option provided to obtain a refund;

• The choice of Payment brands by showing the Nominated Card’s brand mark in full colour; and

• Any other information which We may require by notification to You to be displayed from time to time.

17.  Receipts

Where You are required to supply a Receipt for a Transaction: 

• The information contained on it must be identical with the information on any other copy and must legibly include the:

1. amount;

2. date and time (if practicable);

3. description of any goods or services sold sufficient to identify them;

4. details of any cash provided;

5. Card Scheme;

6. Card number (in truncated form);

7. cardholder name;

8. Terminal number (if any);

9. Merchant number;

10. Transaction Authorisation number (if any);

11. signature of the cardholder for a Point of Sale Transaction (unless a PIN is used instead of a signature), such signature having been verified by You with reference to the signature on the Card;

12. Card expiration date;

13. For Chip Card Transactions, all requirements of the Card Schemes of which We notify You

14. Surcharge Fee (if any), indicated in the Transaction; and

15. All other requirements of the Card Schemes or Us of which We notify You from time to time.

• For Online or eCommerce Transactions, You must include;

1. the Merchant’s name most recognisable to the cardholder;

2. customer service contact information;

3. terms and conditions of sale, if restricted, including details of any restrictions on returns, refunds, cancellation; 

4. whether the Transaction is a debit or credit Transaction;

5. your website address; and

6. a unique order identification number (as determined by You).

• For a Point of Sale Transaction, You must offer the cardholder a copy of the Receipt immediately after completing the Transaction;

• For an Online or eCommerce Transaction, You must offer the cardholder a copy of the Receipt immediately following completion of the Transaction. The Receipt may be sent by email, text, SMS, facsimile or by Post. If a link to a website is provided, You must provide clear instructions to the cardholder for accessing the Receipt on the website;

• For a Remote Transaction (other than one which is an Online or eCommerce Transaction), You must give the cardholder a copy of the Receipt as soon as is reasonably possible after one is requested by the cardholder. In addition, You must write ‘MO’ for a mail order or a facsimile order and ‘TO’ for a telephone order on the signature line of the Receipt;

• You must not require a cardholder to sign a Transaction Receipt until the final Transaction amount is entered on the Receipt;

• You must retain for at least thirteen (13) months after a Transaction:

1. for a Point of Sale Transaction, the original Receipt; or

2. for a Remote or MOTO Transaction, the Receipt and any document which is evidence of the cardholder’s request to You to charge amounts through the Nominated Card; and

• You must provide Us with the Receipt or any other evidence of the Transaction within five (5) business days if We ask for it. If You fail to do so to Our satisfaction, We may charge a sales Transaction back to You if the amount cannot be collected from the cardholder.

18.  Using a Third Party, Bureau or Reseller

If You choose to use a Third Party, Bureau or Reseller in connection with the transmission of information or Transactions to Us, You must;

• Notify Us in writing before You commence, or change, using such Third Party, Bureau or Reseller;

• Give Us such information as We may reasonably require in relation to that Third Party, Bureau or Reseller;

• Only use a Third Party, Bureau or Reseller that We have approved;

• Ensure that any Third Party, Bureau or Reseller You use has and maintains a certification Agreement with Us or any other Agreement We require;

• Any Third Party, Bureau or Reseller You use is at Your cost and risk;

• You acknowledge and agree that We are not liable or responsible for any losses, claims, damages, costs or expenses suffered by You (including consequential loss) arising from or in connection with any act or failure to act by Your Third Party, Bureau or Reseller in connection with a Transaction or the Merchant Services;

• You acknowledge that if You use a Third Party, Bureau or Reseller in connection with informing Us about Transactions:

1. we may register Your Third Party, Bureau or Reseller as a third party processor with the Card Schemes;

2. we are entitled to rely on any information or instructions that We receive from that Third Party, Bureau or Reseller on Your behalf as if such information or instructions were received from You; 

• Should a Third Party, Bureau or Reseller cease operating or if We no longer approve a Third Party, Bureau or Reseller, We  will no longer accept Transactions sent by that Third Party, Bureau or Reseller. Further, We will not be responsible for any ongoing costs, including migration costs, arising from Us no longer receiving or accepting Transactions sent by a Third Party, Bureau or Reseller. All such costs will be Your responsibility;

• If You use another party as a Third Party, Bureau or Reseller in connection with informing Us about Transactions and You Merchant Software supplied by Us to facilitate processing of Your Online or eCommerce Transactions:

1. you may need to disclose Your system security information (including passwords or access codes) to Your Third Party, Bureau or Rseller to use in connection with Online or eCommerce Transactions conducted on Your behalf;

2. if We  receive any information or request for Authorisation from a Third Party, Bureau or Reseller on Your behalf, We will compare the security information given by the Third Party, Bureau or Reseller with Your security information; 

3. if the security information is not correct, We will refuse Authorisation; 

4. if the security information is correct, We may authorise the Online or eCommerce Transactions; and

• It is Your responsibility to ensure that any Third Party, Bureau or Reseller which You use complies with the terms and conditions contained in this Agreement when conducting any Transaction on Your behalf, as if it were bound by those terms and conditions.

19. Settlements 

We facilitate the settlement of the Transaction to You (net of Our Service Fees or any Refunds or adjustments) utilising the details registered by You within the completed Merchant Application.  

Once the Merchant Application has been accepted and/or signed by You, You will be able to start processing Transactions from Payers. We will only disburse the funds once You have completed Our KYC Verification process. If You have not supplied the documentation necessary to complete this KYC Verification within 21 days of the Agreement being signed, or if Your account accumulates AUD$50,000 in value, We will temporarily suspend Your Service until Your KYC Verification is complete.  In the event that You fail Our KYC Verification We will refund all charges back to the cardholder. It will then be Your responsibility to collect the funds from the Payer.

Settlements will be credited to Your nominated Settlement Account within 1-3 days of Your Nominated Settlement Date.

20. Adjustments

We may from time to time debit or credit You any adjustments in respect of Transactions made due to:

• Errors or omissions;

• Transactions Initiated without a valid Payer authorisation of Transactions that are later dishonoured, invalid or unauthorised;

• Fees, charges or fines, (inclusive of legal costs), incurred by Us (directly or indirectly) as a result of Your conduct which in turn results in Transactions being made that are illegal, brand damaging or cause Us to be not PCI DSS Compliant. 

The adjustments will either be processed by offsetting against Your settlement or by debiting Your Nominated Account.

21. Dishonoured or declined Payments

From time to time Payments from a Payer will be declined or dishonoured by their Card Issuer.  These Payments will be notified to You by Us.  

You may need to initiate a catch up Payment with Your Payer once they have resolved the reason for the dishonour or decline.  Catch up Payments can be initiated via the Resellers website or operational software or by contacting Your Payer.

If in the rare instance a dishonoured Payment has been notified to Us after it has been credited to Your nominated Settlement Account We will notify You of the dishonour by email and reverse the Payment the following banking day either offsetting from Your settlement or debiting from Your Nominated Account.

22. Voided, stopped, deferred, reversed and refunded Payments

Card Payments can not be stopped or voided once processed and settled, they can only be refunded.  Refunds can take upto 5 days to be received by the Payer depending on the Card Issuer.  Payments that have not yet been settled can be voided.  Any scheduled Payments can be voided, stopped or deferred before processing by accessing the Reseller website or their operating business software.

Five days after the service has been supplied and You have received the settlement for the Payment, You will only be able to issue a refund to the cardholder by contacting Us directly at support@kovena.com. 

23. Disputes and Chargebacks

Payments processed and settled into Your Settlement Account is on the basis that You have provided goods and services as agreed with the Payer.

If there is a dispute by the Payer that You either:

• Did not supply the goods and services as agreed;

• Supplied goods and services that were faulty or of poor quality;

• Charged for goods and services that were not authorised by the cardholder; and

• The Transaction was invalid

We will request and You will supply within 2 business days proof of supply and authorisation.  Proof may include, but not limited to:

• Proof that the cardholder purchased Your goods or services, i.e. made an  Online booking or signed a contract;

• Proof that the cardholder accepted the terms and conditions of the goods and services You supply inclusive of any cancellation, refunds and damage policies You may have; and

• Proof that the cardholder used or received the goods or services You supplied, i.e. proof of delivery, checking in and checking out (inclusive of any signatures and or identification documents supplied).

Upon notification of a Chargeback by Our Payment Processing Provider We will notify You and hold those funds under dispute until the resolution process is completed. 

This proof, supplied by You, will be supplied by Us to Our Payments Facility Providers.  If this proof is rejected by Our Payments Processing Providers as not acceptable We will notify You of the failed dispute and either net the Chargeback and associated Chargeback fees from Your next settlement or debit the Chargeback and fees from Your Nominated Account.  You will need to recover the Payment from Your Payer via other means.  

Chargebacks can occur up to 180 days from the date of supply.  It is therefore necessary to keep and record proof and authorisation for at least 180 days from supply.

If Your goods and service are regularly disputed We will officially inform You of the need to rectify the issues causing these disputes.  If these issues are not rectified We may at Our sole discretion suspend or terminate Your Agreement with Us.

We reserve the right to hold settlement funds in cases We are awaiting the result of ongoing chargeback claims, or if We have reason to believe there are upcoming chargebacks going to be filed against You. 

24. Supply of Goods and Services

We assist in the transfer of value from the Payer to You, the Payee, under the Payers authorisation.  We do not guarantee the Payer will pay and We will not be liable for the costs associated with the recovery of any debt incurred including:

• Legal costs to recover fees and charges for good or services supplied; and

• Legal costs, fees or fines charged to You due to the non-supply or poor condition of any goods or services supplied.

25. Invalid Payments

A Payment is Invalid if:

• It is illegal;

• The card details that were used are not valid at the time of the Payment;

• The card is used without the authority of the cardholder;

• The signature/acceptance on the Merchant Application is forged or unauthorised; and

• The Merchant Application is incomplete, inaccurate or illegible.

26. Payment Card Industry Data Security Standard (PCI DSS)

Although Our Services removes a portion of Your PCI DSS compliance efforts You acknowledge and agree that:

• You have processes and procedures in place, where relevant, to be PCI DSS compliant in Your own right;

• You agree to complete any verification documents or questionnaires sent by Us to You within 2 weeks confirming You are PCI DSS compliant;

• We are obliged to report all card data breach events to the Card Schemes, law enforcement agencies and or regulators.  You grant consent for the release of details of any such card data breach;

• You will advise Us immediately if You become aware of any card data breach, whether suspected, potential, anticipated, attempted or actual, relating to cardholder data held by You or on Your behalf;

• If We become aware of, or suspect, any such card data breach, We may, in Our sole discretion, appoint an investigator to complete a forensic investigation to identify the source and scope of such card data breach;

• You will provide full access to Your systems, databases and premises and will arrange for access to any third party systems, databases and premises that You use in the provision of Your goods and or services to Us and Our data breach investigators;

• You will be liable for all costs incurred by Us in relation to such investigation and remediation of any data breach confirmed by Us or Our investigator;

• Where any breach is confirmed by Us or Our investigator, then in order to continue processing Card Transactions, You must undergo a full Payment Card Industry Data Security Standard (PCI DSS) accreditation by an approved Qualified Security Assessor (QSA). All costs of this accreditation exercise must be paid by You; and

• If You fail to comply with clauses 15 (a) through to (h), or if there is any breach relating to cardholder data held by You, We may terminate the Merchant Service and You are liable for any fines, fees or charges (inclusive of legal costs) or other costs imposed upon Us by the Payment Facilitator or Card Schemes.

27. Your Obligations to cardholders

Subject to the provisions of this Agreement, You:

• Must perform all obligations (including, without limitation, supplying or agreeing to supply all goods and or services) to the cardholder in connection with a sale before processing a Payment;

• Must not sell, purchase, provide or exchange any cardholder data with any person other than Us, the Payment Processing Partner, the Card Issuer or as required by Law;

• When a document is used to hold cardholder card data and is no longer required to be retained, it must be destroyed in a manner which makes the cardholder card data unreadable;

• Must take reasonable steps to ensure that cardholder data is protected from misuse and loss and from unauthorised access, modification or disclosure;

• Must not indicate or imply that We or any Card Scheme endorse any goods or services;

• Must not accept a card or a Payment Transaction which is of a type We have previously advised You is not acceptable to Us;

• Must provide sufficient training to Your employees, contractors and other personnel to ensure You meet Your obligations under this Agreement;

• Must prominently and unequivocally inform the cardholder of Your identity (inclusive of but not limited to business name, company number, registered address, trading name, trading address and contact details) at all points of cardholder interaction (including without limitation on any relevant website, promotional material, invoice or Receipt) so that the cardholder can readily distinguish You from any other supplier of goods or services;

• Must prominently and unequivocally inform the cardholder that We are providing the Payment processing Service;

• Must provide, when selling, a complete description of the goods and services available for purchase (inclusive of price, terms and conditions, refunds, cancellation and return policies) and provide the Payer an opportunity to indicate acceptance;

• Must provide the Payer a Receipt that confirms their Payment for goods and services and includes but is not limited to Your business details, Your trading details, any costs, fees or charges incurred, the Payment method used and any authorisation details supplied by the Service to You.  In the case of  Online Payments the Receipt should be supplied immediately upon completion of the Payment;

• Must not accept a Nominated Card in a Credit Card Transaction for giving a cardholder cash; and

• Must not, in relation to any valid and acceptable Nominated Card used in a debit Card Transaction for giving a cardholder cash, charge a fee for that Transaction, unless it is Your core business or is agreed to by us. 

28. Ending an Agreement

Either You or We may end this Agreement by giving the other 30 days written notice. The notice does not need to state the reason for ending this Agreement.

The ending of this Agreement does not affect any of Your or Our rights and obligations that arose before it ended.

We may end this Agreement immediately with or without notice if:

• You breach any of the conditions of this Agreement;

• You become bankrupt or insolvent, or have an official manager, receiver or manager appointed and there are proceedings to wind You up;

• You go into liquidation;

• You enter into an arrangement or composition with Your creditors; or

• You cease doing business.

29. VAT or GST

The provisions of this clause applies only where a supply under this agreement constitutes a taxable supply under the appropriate VAT/GST regulations in the country where the Payments were processed.  Except as otherwise provided by this clause, all consideration payable under this Agreement in relation to any supply is exclusive of VAT/GST.

To the extent that any supply under this Agreement constitutes a taxable supply, the consideration payable by You to Us will be increased by the applicable amount of VAT/GST, which shall be calculated by multiplying the amount upon which VAT/GST is payable by the prevailing rate of VAT/GST.

We must provide to You a valid Tax Invoice at or prior to the time of Payment of any VAT/GST Amount.

To the extent that any adjustment occurs in relation to a Taxable Supply, We must issue an Adjustment Note to You within 7 days of becoming aware of the Adjustment and any Payment necessary to give effect to such Adjustment must be made within 7 days after the date of Receipt of the Adjustment Note.

30. Privacy

We will:

• Only use personal information collected from or about You or any of Your Payers for the purpose for which it was collected;

• Comply with all legislation, principles, industry codes and policies by which We are bound relating to the collection, use, disclosure, storage or granting of access rights to Your or Your Payer information including but not limited to the country specific Privacy Act;

• Obtain all necessary consents from You or Your Payers in order to comply with Our privacy obligations; and

• Not do anything with Your or Your Payers information that will cause You to breach Your obligations under any law.

We indemnify You and agree to keep You indemnified, against any losses that You may suffer or incur (either directly or indirectly) which arise out of a breach by Us of any of its obligations under this privacy obligation. 

Full details of Our privacy policy can be found at https://kovena.com/privacy-policy/.

31. Liability

Except as expressly provided to the contrary in this Agreement, all terms, conditions, warranties, undertakings, inducements or representations whether expressed, implied, statutory or otherwise, relating in any way to the Services or to this Agreement are excluded. 

Without limiting the generality of the preceding sentence, We shall not be under any liability to You in respect of any loss or damage (including consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the failure or omission of Us to comply with its obligations under this Agreement.

Where any Act of Parliament implies in this Agreement any term, condition or warranty that the Act avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of, or liability under such term, condition or warranty, such term, condition or warranty shall be deemed to be included in this Agreement. However, the liability of Us for any breach of such term, condition or warranty shall be limited, at Our option, to:

• The supplying of the Services again;

• The Payment of the cost of having the Services supplied again; or

• The refunding to You of any Payment received in relation to any defective Services.

You warrant that You have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Us which has not been stated expressly in this Agreement or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by Us.

32. Governing Law

This Agreement will be governed by and construed according to the laws of Australia. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts and tribunals of Australia and waive any right to object to proceedings being brought in those courts or tribunals.

33. Service Request Drawings

You agree that:

• We will debit all Fees, charges, adjustments, refunds or Card Scheme fines from the Account you nominate in the Merchant Application if these Transactions can not be recovered from your settlement on that day.  

Credit and debit card drawings will be processed via merchant facilities supplied by our Payments Facilities Provider.  The merchant facilities will be owned and operated by Us.

Bank account direct debit drawings will be processed by our Payment Facilities Provider in your country of residence.  You request and authorise Us to:

• direct debit your bank account using direct debit user ID: 488299 (supplied by GoCardless Ltd) – Australia Only

Drawings made by Us will occur:

• when you specifically authorise us to debit your Account; 

• when a payment that has been credited to your Account is subsequently dishonoured, charged back or deemed to be Invalid or unauthorised; or

• when you owe us fees or charges; 

If a drawing falls on a day that is not a Business Day, it will be debited from your Account on the next Business Day. 

Drawing arrangements:

The drawings under this Service Request will occur:

• When a Payment that has been credited to Your nominated Settlement Account but subsequently dishonoured, deemed to be invalid or unauthorised and We were not able to recover the Payment from Your settlement; or

• When You specifically authorise Us to.

We will give You 14 days notice in writing of any changes to the initial drawing arrangements.  

If You wish to discuss or dispute the notified changes with Us then email support@kovena.com and We will get back to You within 48 hours.

Your rights as a Payee:

Changes to the arrangement

If You want to make changes to the drawing arrangement email Us on support@kovena.com with a request for change.  Changes may include:

• Deferring the arrangement

• Altering the arrangement

• Stopping a single drawing

• Suspending the arrangement for a period of time

• Cancelling the arrangement completely

We will reply to Your email request within 48 hours.

Enquiries:

If You have any drawings specific enquiries You can either:

• Go to the Help section of Our website at www.kovena.com; or

• Email Us on support@kovena.com 

We will reply to any email enquiry within 48 hours.

All communications should include:

• Your business name

• Your contact details – name, email and mobile

• Your enquiry 

Disputes;

If You believe that a drawing has been initiated incorrectly, We encourage You to take the matter up directly with Us first by emailing Us on support@kovena.com.

We will reply to any email enquiry within 48 hours.

If You do not receive a satisfactory response from Us within 14 days, contact the organisation that supplied Your Nominated Account  who will respond to You with an answer to Your claim.

You will receive a refund of the drawing amount if We can not substantiate the reason for the drawing.

Note: Your Nominated Account supplier will ask You to contact Us to resolve Your disputed drawing prior to involving them.

Your commitment to Us

It is Your responsibility to ensure that:

• Your Nominated Account can accept these drawings(Your Nominated Account supplier can confirm this);

• On the drawing date there is sufficient cleared funds in the Nominated Account; and

• You advise Us if the Nominated Account is transferred, closed or expired.

If Your drawing is dishonoured by Your Nominated Account supplier then:

• You may be charged a fee and/or interest by Your Nominated Account supplier;

• You will be emailed by Us informing You of the decline and that We Will represent the drawing in seven (7) days;

• If the second drawing is declined again then You will receive a second email from Us informing You of the second decline and that We will represent the drawing for the final time in seven (7) days;

• Should the final drawing decline again then:

  • Your Service may be terminated

  • Your debt may be sold to a debt recovery agency

  • We may notify credit agencies of Your default

  • We may charge You for any cost of collecting this debt

34. Fee schedule

The standard fees for the Service are non refundable.  The fees can be absorbed by You or can be partially or fully on-charged to Your Payer at time of payment.  

Unless otherwise stated, the retail fees associated with your account are as follows:

Australian based merchants:

• 1.8% for domestic cards

• 3.9% for international cards

New Zealand based merchants:

• 2.4% for domestic cards

• 3.9% for international cards

USA based merchants:

• 2.9% for domestic cards

• 3.9% for international cards

EU countries with EUR based merchants:

• 1.5% + 0.05€ for domestic cards

• 3% + 0.05€ for international cards

Vietnam based merchants:

• 2.9% for domestic cards

• 3.9% for international cards

Costa Rica based merchants:

• 3.9% for all cards

Pacific Island based merchants:

• 2.9% for all cards

• plus any FX fees incurred during the time of payout if not receiving funds in AUD.

All other merchants:

• 3.5% for all cards

• plus any FX fees incurred during the time of payout if not receiving funds in AUD.

Your fees are detailed within the Merchant Application and also communicated via email to You after acceptance.