Terms of Service

Business Payments Service

General Terms of Service

KOVENA PTY LTD (trading as KOVENA) is a private limited liability company incorporated under the laws of Australia (Australian Business Number (ABN) 18  641 432 313), with its registered office at 19 Bridge St, Hampton, 3188, Victoria, Australia. KOVENA PTY LIMITED offers a payments service under the trading name KOVENA.

This Terms of Service Agreement (Agreement) is between You (‘Business Provider’, ‘You’, ‘Your’) and Kovena (‘We’, ‘Us’, ‘Our’). It sets out the terms on which Kovena provides the Kovena online payment service (‘Service’, ‘Services’). We reserve the right to amend the terms of this Agreement at any time.

By using the Kovena service You confirm Your acceptance of the terms of this Agreement, as amended from time to time.

1. Definitions

  1. Business: means You, the Payee (i.e. receiver of payments from the client). An example of this could be a provider of lodging and other Business related hospitality services (e.g. restaurant / food, transport, tours, activities, etc.). 
  2. Account Details: That information provided about Your company, Business owners, banking details etc. which You provided when completing the Service Request Form / Onboarding Form
  3. Chargebacks: means those credit and debit card payments disputed by a cardholder (client). The client will initiate a chargeback by contacting the institution which issued their credit card. 
  4. Service Request Form / Onboarding Form: means the online application completed by You, providing the details of Your company and payment processing profile. When completing this form You will also have signed acknowledging You have read and agreed to these Terms of Service.
  5. Client: means the guest / cardholder purchasing the services or goods provided by the Business (You). Also known as the Payer (i.e. the one paying for the services / goods provided)
  6. Voiding Window. The period of time in which reversals of charges can be made without the transaction being processed. The voiding window expires at 5pm AEST each day, after which voiding transactions is not possible.  
  7. Payment Service (“service”):  means that technology supplied by Kovena used by You to collect fees and charges due to You from the client.
  8. Service Fee:  means the fees charged to You to use the service provided by Kovena.  The Service Fee is not the fees and charges for goods and services charged by You to Your client.
  9. You/Your: The Business (whether individual or company) which has applied to use the Kovena service.  It is also known as the Payee.
  10. Us/We/Our:  means Kovena (ABN 18  641 432 313).  

2. Contractual relationship

This Terms of Service agreement sets out the terms and conditions on which we process payments on behalf of You.  You acknowledge this Service is optional.  The Service is not intended to restrict a Business utilising other payments methods.

 3. Commencement of Agreement

The formal commencement date begins on the date You are advised Your application has been approved. We will send an email confirming Your approval and request a return email confirming You have received it. The agreement will continue indefinitely unless terminated.

4. Variations and amendments to these Terms of Service

We may vary these Terms of Service from time to time and will advise You by email when changes are made. You should refer to the Kovena website (https://www.kovena.com) for the latest version of the Terms of Service.  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 day of its publication.  If You refuse to accept the variation or amendment we reserve the right to terminate the agreement with You

5. Services Provided

Kovena makes available to You (as detailed within this Terms of Service) the ability to receive payment for goods and services (supplied by You as a Business provider).  We facilitate the settlement of the payment to You utilising the details registered by You within the Onboarding / Service Request form. The payments types we support currently are as follows:

  1. Credit card (Visa, MasterCard)
  2. Debit cards (Visa, MasterCard)

6. Settlements

Settlements / payments will be made to Your account only when;

  1. The goods and services have been provided (i.e. on the check-out date), or 
  2. When the client agrees to paying a non-refundable deposit, and subsequently fails to check in. 

Settlements will be net of any fees, charges, chargebacks, adjustments and reversals of invalid transactions. 

7. Processing and settlement times 

Due to bank processing and clearance times, payments will take a minimum of 2 Business days to arrive in Your nominated settlement account. Business days finish at 6pm Australian Eastern Standard Time. Payments initiated on weekends, bank holidays or public holidays will be processed on the next Business day.

8. Adjustments

Kovena may from time to time debit or credit You any adjustments in respect of payment transactions made due to errors, omissions, payments initiated without a valid Client authorisation or payments that are later dishonoured, invalid or unauthorised. 

Adjustments will be debited or credited to or from Your settlement, or if there are insufficient funds in Your settlement we will debit from Your nominated credit card or bank account.

9. Dishonoured or declined payments

From time to time payments from a client will be declined or dishonoured by their financial institution.  This could be due to insufficient funds in their account or other reasons beyond our control. When this happens You will be notified by Kovena.  

In these cases You may need to initiate a catch up payment with Your client once they have resolved the reason for the problem with their financial institution.  Catch up payments can be initiated via the Kovena Service or by contacting Your Client and arranging another way to settle.

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 or deduct from the net amount owing You from future transactions. 

10. Voided, stopped, deferred, reversed and refunded payments

Credit and debit card payments can not be stopped or voided once processed.  This can cause issues for clients as reversals can take time and mean the client may not be able to access further funds in their account. We provide a voiding window to allow You to reverse Any Scheduled Payments can be voided, stopped or deferred before processing by accessing the Kovena Service or by contacting Your Payer.

11.  Verification of Client Details (Payer)

Kovena electronically captures, verifies and validates the client’s payment details and their authority to pay against international best practice verification databases.

Although we follow stringent vetting processes on a client’s payment We do not guarantee:

  1. The Client’s identity
  2. The Client will pay or are authorised to pay
  3. The Client will not attempt to or commit fraud against You

It is Your responsibility to ensure that the capture, verification and validation processes employed by us meet Your needs in supplying Your goods and service. In some cases, You may need to undertake additional verification and authorisation steps to meet Your commercial, legal or regulatory requirements of supply in Your country.

12. Disputes and Chargebacks

Payments processed into Your settlement account are done on the basis that You have provided the goods and services as agreed with and/ or as advertised to the Client.

If there is a dispute by the Client that You:

  1. Did not supply the goods and services as agreed or as advertised
  2. Supplied goods and services that were faulty or of poor quality; or
  3. Charged for goods and services that were not provided or authorised
  4. Made an invaild transaction (see Invalid Transactions Section 12). 

then we will request and You must supply, within 2 Business days, proof of supply and authorisation to allow us to refute the claim from the client.  Proof may include, but is not limited to:

  1. An approved and accepted booking
  2. Proof of checkin and checkout
  3. Signed receipts 

This proof will be supplied by us to our Payments Facility Providers.  If this proof is rejected by our Payments Facilities Provider as not acceptable, we will notify You of the failed dispute by email and direct debit the payment from Your nominated Account or be netted off the following banking day’s settlement.  If You believe the Client is at fault, You will need to recover the payment from Your Client via other means.  

Disputes can occur up to 7 years from the date of supply.  It is therefore necessary to keep and record proof and authorisation of supply for 7 years.

If Your goods and services 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 terminate Your agreement with us.

13. What we do

We are a facilitator of the transfer of funds from the client to You, the Business provider.  We do not guarantee the client will pay, nor are we liable for legal costs to recover fees and charges for goods or services acquired by them.

14. Invalid Transactions

A transaction is Invalid if:

  1. It is illegal
  2. The Account details that were used are not valid at the time of the transaction
  3. The Account is used without the authority of the account owner
  4. The signature/.acceptance on the Service Request Form (online or in paper form) is forged or unauthorised
  5. The Service Request Form (online or in paper form) is incomplete, inaccurate or illegible.

15. Termination of Service

Either You or we may terminate 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:

  1. You breach any of the conditions of this agreement
  2. You become bankrupt or insolvent, or have an official manager, receiver or manager appointed and there are proceedings to wind You up
  3. You go into liquidation
  4. You enter into an arrangement or composition with Your creditors
  5. You cease Business
  6. You fail to notify us of any changes to Your account details (i.e. the information supplied during the application process when completing the onboarding form / Service Request Form) 

16. Local Goods and Services Tax

The provisions of this clause apply only where a supply under this Agreement constitutes a taxable supply under any local goods and services tax act.  Except as otherwise provided by this clause, all consideration payable under this Agreement in relation to any Supply is exclusive of local goods and services tax.

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 local goods and services tax, which shall be calculated by multiplying the amount upon which the tax is payable by the prevailing rate of tax.

We must provide to You in such cases a valid Tax Invoice at or prior to the time of payment of any tax 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.

17. Privacy

We will:

  1. Only use personal information collected from or about You or any of Your clients (‘User Information’) for the purpose for which it was collected;
  2. 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 User Information including but not limited to the Privacy Act.
  3. Obtain all necessary consents from You or Your clients in order to comply with our privacy obligations; and
  4. Not do anything with the User Information that will cause You to breach Your obligations under any privacy 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://www.kovena.com/privacy-policy/.

18. 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:

  1. The supplying of the Services again;
  2. The payment of the cost of having the Services supplied again; or
  3. 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.

19. Insurance

It is strongly recommended You take out professional indemnity insurance and / or any other insurance locally to protect You in the case of fraud or other acts. 

We reserve the right to ask for copies of this insurance. 

20. Governing Law

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

21. Drawing arrangements

In the event we need to recover funds from You, the drawings under this arrangement will occur:

  1. When a payment that has been credited to Your nominated settlement account needs to be reversed as it is deemed to be invalid or unauthorised.
  2. When You specifically authorise us to

If any drawings fall on a non banking day they will be debited from Your nominated Account on the next banking day.

We will give You 14 days notice in writing of any changes to the initial drawing arrangements.  The notice will state any changes to the amount, frequency, next drawing date or any other changers to the initial terms.

If You wish to discuss or dispute the notified changes with us then email support@Kovena.com and we will get back to You asap.

Your rights as a Business provider

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. 

We will reply to Your email request within 48 hours.

Enquiries

If You have any payment or drawings specific enquiries You can either:

  1. Go to the Kovena Pay extranet site to review Your payment details or any payment transactions You may have undertaken
  2. Email Us on support@Kovena.com

We will reply to any email enquiry within 48 hours.

All communications should include:

  1. Your Business name
  2. Your contact details – name, email and mobile
  3. 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 at support@Kovena.com

We will reply to any email enquiry within 48 hours.

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

Your commitment to us

It is Your responsibility to ensure that:

  1. Your nominated Account can accept these payments/drawings (Your card issuer or financial institution can confirm this)
  2. On the drawing date there is sufficient cleared funds in the nominated Account
  3. You advise us if the nominated Account is transferred or closed
  4. You advise us of Your new expiry date (in the case of a credit card)

If Your drawing is dishonoured by Your card issuer or financial institution then:

  1. You may be charged a fee and/or interest by Your card issuer or financial institution
  2. You will be emailed by us informing You of the decline and that we will re-present the drawing in seven (7) days
  3. Should the drawing decline again then 

i.        Your service may be terminated

ii.       Your debt may be sold to a debt recovery agency 

iii.      We may notify credit agencies of Your default

vi.      We may charge You for any cost of collecting this debt.

Fee schedule

The standard fees for the Service are non refundable.  The fees may be absorbed by You fully or You may be able to partially or fully on-charge them to Your client at time of payment. You can set this up on the booking policies

The fees we charge vary by region and country depending on the costs we incur. We will inform You of the fees which will apply in Your case at the time You submit an application. Inward bank fees / charges (i.e. the fees Your bank charges You to receive funds into Your account) are for Your account and are not included in the Service fees we have quoted You.