1.1 These Terms and Conditions (Terms) are a legal agreement between NoFee Pty Ltd ABN 39 688 232 242 (NoFee, we, us, our) and the business that registers for or uses the NoFee Service (you, your, the Merchant). They govern your access to and use of the NoFee Service.
1.2 You accept these Terms by creating a NoFee account, clicking “I accept” (or similar), or by accessing or using the NoFee Service, whichever occurs first. If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” means that entity.
1.3 These Terms incorporate our Privacy Policy and the Fee Schedule set out in clause 6. If we publish operating guides or reasonable policies (including fraud-prevention policies), you must comply with them; they form part of these Terms to the extent they are consistent with it.
1.4 We may amend these Terms by publishing a revised version on our website or by emailing your nominated email address. For substantial changes we will give you at least 30 days’ notice. If you do not agree to a change, you may close your account under clause 12 before the change takes effect; your continued use of the NoFee Service after the effective date constitutes acceptance.
2.1 In these Terms:
Business Day means a day other than a Saturday, Sunday or public holiday in Western Australia.
Credit means a prepaid transaction credit included in your Subscription, applied as described in clause 5.
Customer means a person who pays you, or authorises payment to you, using the NoFee Service.
Dispute Fee means the per-dispute fee charged to NoFee by our Payment Services Provider in connection with a disputed transaction, currently $55.00 (GST inclusive).
NPP means the New Payments Platform operated by NPP Australia Limited, including the PayID and PayTo services.
NoFee Service means the payment facilitation service provided by NoFee, including merchant onboarding, PayID registration, PayTo agreement creation and management, payment initiation and tracking, the merchant dashboard, and related support.
PayID means an NPP addressing identifier (for example, a domain-based identifier such as yourbusiness@nofee.com.au) registered to receive NPP payments.
PayTo Agreement means a digital payment agreement (mandate) established under the NPP PayTo service that authorises payments to be initiated from a Customer’s account.
Payment Services Provider means the licensed Australian payment institution engaged by NoFee to provide NPP connectivity, settlement and related payment processing infrastructure, and any replacement or additional provider we engage. Details are available on request.
Settlement Account means the merchant settlement funding account maintained by our Payment Services Provider in which funds relating to your transactions are held on trust prior to disbursement.
Subscription means the monthly plan you select, comprising a monthly fee and an allowance of Credits.
3.1 NoFee provides a payment facilitation platform that enables Australian businesses to receive payments over the NPP using PayID and PayTo. Payment processing, clearing and settlement are performed by our Payment Services Provider on regulated Australian payment rails.
3.2 Through the NoFee Service you can: (a) register a domain-based PayID for your business; (b) receive one-off payments to your PayID; (c) create and manage PayTo Agreements with your Customers for recurring or on-demand payments; (d) initiate payments under active PayTo Agreements; and (e) view transactions, settlement and Credit usage in your dashboard.
3.3 NoFee is not a bank and does not provide banking services, deposit accounts, stored value facilities or financial product advice. Funds relating to your transactions are held and settled by our Payment Services Provider as described in clause 7. NoFee does not itself hold your funds.
3.4 The NoFee Service depends on third-party infrastructure, including the NPP, participating financial institutions and our Payment Services Provider. Availability of PayID and PayTo features also depends on your Customers’ banks supporting those services. We will use reasonable endeavours to keep the NoFee Service available, but we do not guarantee that it will be uninterrupted or error-free.
4.1 To use the NoFee Service you must: (a) carry on a lawful business in Australia; (b) hold a valid ABN or ACN; (c) hold an Australian bank account in your business name; and (d) not offer or supply any product or service listed in Schedule 1 (Prohibited Businesses).
4.2 We are required to comply, and to assist our Payment Services Provider to comply, with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and associated rules. You must provide the identity, business and beneficial-ownership information we request during onboarding and at any time afterwards, and you warrant that all information you provide is true, accurate, complete and up to date.
4.3 We may decline any application, or make approval conditional, at our discretion, including where required by our Payment Services Provider or by law. We may also re-verify your details, request updated information, or pause the NoFee Service while verification is outstanding.
4.4 You must notify us promptly of any change to your legal or trading name, ownership, directors, corporate structure, contact details, nominated bank account, or the nature of your business.
5.1 The NoFee Service is provided on a monthly Subscription. Each Subscription tier includes a monthly allowance of Credits at $1.50 per Credit. Current tiers are: Starter (100 Credits, $150 per month); Professional (200 Credits, $300 per month); Business (500 Credits, $750 per month); and Enterprise (1,000 Credits, $1,500 per month).
5.2 One Credit is consumed for each payment attempt initiated or received through the NoFee Service. A failed payment attempt also consumes one Credit. Where a payment fails, we will automatically retry it approximately 24 hours and 72 hours after the original attempt; each retry consumes one Credit.
5.3 Credits reset at the start of each monthly billing period. Unused Credits expire at the end of the billing period and do not roll over, accumulate, convert to money or attract any refund.
5.4 Transactions beyond your monthly Credit allowance are charged as overage at $2.00 per transaction, billed in accordance with clause 6.
5.5 Your Subscription fee is payable monthly in advance. You may upgrade your tier at any time; the new tier and a new billing period take effect immediately on upgrade. You may downgrade with effect from your next billing period.
5.6 Credits have no cash value, are not transferable, and may only be used for the NoFee Service.
6.1 The fees for the NoFee Service (Fee Schedule) are: (a) the monthly Subscription fee for your tier (clause 5.1); (b) overage fees (clause 5.4); (c) the Dispute Fee where payable under clause 9; and (d) any pass-through fees under clause 6.2. All fees are in Australian dollars and are inclusive of GST unless expressly stated otherwise.
6.2 Pass-through of provider fees. If our Payment Services Provider levies a fee, fine, adjustment or charge on NoFee in connection with your transactions, your account or your conduct (including dispute fees, payment adjustment fees, or fees arising because a recipient institution does not accept NPP payments), we may pass that amount through to you at cost. We will identify any pass-through amount in your dashboard or invoice.
6.3 Amounts you owe us under these Terms may be: (a) deducted from settlement amounts otherwise payable to you; (b) charged to your nominated payment method; or (c) invoiced for payment within 14 days. You authorise us to set off any amount you owe us against any amount we (or our Payment Services Provider on our instruction) owe you.
6.4 We may change the Fee Schedule by giving you at least 30 days’ written notice. If you do not accept a fee change, you may close your account under clause 12 with effect before the change applies to you. Continued use of the NoFee Service after the effective date constitutes acceptance of the revised fees.
6.5 If any supply under these Terms is a taxable supply for GST purposes and the consideration is expressed as GST exclusive, the recipient must pay the GST in addition, subject to receiving a valid tax invoice.
7.1 Funds received in respect of your transactions are held by our Payment Services Provider in the Settlement Account on trust for you as client funds prior to disbursement. The Settlement Account is not a bank account in your name and is not connected to any other account you hold.
7.2 Disbursement of processed transactions to your nominated Australian bank account will ordinarily be completed on the next Business Day after the day the transaction is processed. Settlement timing may be affected by weekends, public holidays, your bank’s processing times, and any review, verification or withholding permitted under these Terms.
7.3 Disbursements are made net of any fees, deductions or adjustments permitted under these Terms.
7.4 We, or our Payment Services Provider, may withhold or delay disbursement of funds, on written notice to you, for such period as is reasonably necessary to comply with law or applicable payment scheme rules, or where there are reasonable grounds to suspect that transactions have been processed otherwise than in accordance with these Terms, or where withholding is otherwise required by law or by a regulator.
7.5 You must ensure your nominated bank account details are accurate and current. Neither we nor our Payment Services Provider are liable for a payment made to an incorrect account where the payment was made in accordance with the details you provided.
7.6 You should raise any issue concerning an amount paid or not paid to you as soon as possible, and in any event within 3 months of the date of the payment or the date the payment was due.
8.1 You are responsible for your own refund policy in respect of your goods and services, and for complying with the Australian Consumer Law in relation to refunds and remedies you must provide to your Customers.
8.2 Refunds processed through the NoFee Service may only be made by credit to the same account used for the original transaction, and may only be requested up to the amount available to you in the Settlement Account. If your available balance is insufficient to fund a refund or adjustment, you must first pay the shortfall to us.
8.3 NPP payments may be subject to adjustments initiated under NPP rules, including in the case of mistaken, misdirected, duplicate, erroneous, unauthorised or fraudulent payments. You acknowledge that whether an adjustment is implemented is determined by our Payment Services Provider and the relevant financial institutions, not by NoFee, and that adjustment-related fees may be passed through under clause 6.2.
8.4 If a payment credited to you is subsequently reversed, returned or adjusted, the amount of that payment (and any associated pass-through fee) is a debt owed by you to us and may be recovered under clause 6.3.
9.1 If a transaction you received is disputed and a Dispute Fee is charged to NoFee, you must reimburse us the Dispute Fee (currently $55.00 per dispute). We may recover it by deduction from your settlement amounts or by charging your account under clause 6.3. The Dispute Fee is payable irrespective of the outcome of the dispute unless the dispute arose solely from our error.
9.2 You must cooperate promptly and in good faith with any dispute investigation, including providing transaction records, evidence of authority to debit, and evidence of supply of the relevant goods or services, within the timeframe we specify.
9.3 You must keep the total value of disputed transactions below 0.5% of the total value of your processed transactions in any financial quarter. If your disputes reach or approach this level, or if your dispute rate places NoFee’s standing with our Payment Services Provider at risk, we may on written notice suspend payment processing for your account, impose conditions, or terminate your account under clause 12.
9.4 Because every PayTo payment is authorised by the Customer through their own bank, disputes are expected to be rare. Nothing in this clause limits a Customer’s rights under the ePayments Code or other applicable law.
10.1 You must use the NoFee Service only to receive payment for goods and services that you yourself supply in the ordinary course of the business you disclosed to us. You must not use the NoFee Service to process payments on behalf of any third party, to aggregate payments for others, or to advance cash or its equivalent.
10.2 You must comply with all laws applicable to your business and your use of the NoFee Service, including consumer protection, privacy, tax, and anti-money laundering laws, and with all applicable NPP procedures and payment scheme rules as they apply to merchants.
10.3 You must not offer, promote or transact in any product or service listed in Schedule 1, and you must notify us before making any material change to the nature of your business.
10.4 You are responsible for the accuracy of every payment instruction, payment request and Customer detail you submit through the NoFee Service. You must ensure that each PayTo Agreement you create accurately reflects the arrangement with your Customer and that you hold and retain the Customer’s agreement to it.
10.5 You must notify us immediately of any suspicious, fraudulent or unauthorised transaction, any compromise of your login credentials, and any error or delay you become aware of in the processing of payments.
10.6 You must keep your dashboard login credentials secure and confidential, take reasonable steps to keep your own systems secure, and ensure only authorised personnel access your account. You are responsible for activity conducted through your account unless and until you notify us of a compromise.
10.7 You must retain records of your transactions, invoices and Customer authorities for at least 7 years, and provide us (or our Payment Services Provider) with transaction information, credit-risk information, or KYC-related information reasonably requested for regulatory, fraud, dispute or AML/CTF purposes within 7 days of request.
10.8 You must display, describe and honour your pricing to Customers lawfully, including compliance with any applicable rules regulating payment surcharges.
11.1 We may suspend or restrict your access to the NoFee Service, or the processing or disbursement of particular transactions, with immediate effect and written notice, where: (a) we reasonably suspect fraud, unlawful activity, or a breach of these Terms; (b) your dispute levels trigger clause 9.3; (c) our Payment Services Provider requires it or suspends services relating to your account; (d) we are required to do so by law or a regulator; or (e) information you have provided is or appears to be untrue, inaccurate or incomplete.
11.2 We will lift a suspension as soon as reasonably practicable once the relevant issue is resolved. Subscription fees remain payable during a suspension caused by your breach; if a suspension not caused by you continues for more than 14 days, you may terminate under clause 12 and we will refund the unused pro-rata portion of your current month’s Subscription fee.
12.1 These Terms apply from the date you accept them and continue until your account is closed under this clause.
12.2 You may close your account at any time by written notice through your dashboard or to support@nofee.com.au. Closure takes effect at the end of your current monthly billing period. Subscription fees already paid are not refundable except as expressly provided in these Terms or required by law.
12.3 We may terminate these Terms: (a) for convenience, on at least 30 days’ written notice; or (b) with immediate effect by written notice if you materially breach these Terms and (where the breach is capable of remedy) fail to remedy it within 14 days of notice, if you operate or transact in a Prohibited Business, if clause 9.3 applies, if you become insolvent, or if our Payment Services Provider terminates or refuses services in respect of your account.
12.4 On closure or termination: (a) unused Credits expire without refund; (b) accrued fees and amounts you owe us become immediately payable and may be deducted from settlement amounts; (c) remaining funds held for you will be disbursed to your nominated account in the ordinary course, subject to any withholding permitted under these Terms to cover pending disputes, adjustments or amounts owed; (d) your PayIDs registered through NoFee will be deregistered and your active PayTo Agreements cancelled; and (e) clauses which by their nature survive termination (including clauses 6, 8.4, 9.1, 13, 15, 16 and 17) continue to apply.
12.5 You should notify your Customers before closure of any alternative payment arrangements. We are not responsible for payments attempted to a deregistered PayID after closure.
13.1 We collect, use and disclose personal information in accordance with our Privacy Policy. By using the NoFee Service you consent to the collection, use and disclosure of information as described in the Privacy Policy, including disclosure to our Payment Services Provider and to regulators where required by law.
13.2 Payment-related data is held by our Payment Services Provider; NoFee holds and manages your business information, account credentials, bank reference details and subscription records. Each party must take reasonable steps to protect data it holds from misuse, interference, loss, and unauthorised access, modification or disclosure.
13.3 Where you provide us with personal information about your Customers, you warrant that you have collected it lawfully and are entitled to disclose it to us for the purposes of the NoFee Service, and you must comply with the Privacy Act 1988 (Cth) to the extent it applies to you.
13.4 If a party becomes aware of unauthorised access to or disclosure of data it holds relating to the other party or its Customers, it must notify the other party in writing within 48 hours and provide reasonable cooperation in responding to the incident.
14.1 NoFee (and its licensors) own all intellectual property rights in the NoFee Service, including the platform, dashboard, software, APIs, documentation, branding and content. We grant you a non-exclusive, non-transferable licence to use the NoFee Service for your internal business purposes during the term of these Terms.
14.2 You must not copy, modify, reverse engineer, decompile, resell, sublicense or create derivative works of any part of the NoFee Service, or use our name or branding except as reasonably required to indicate that you accept payments through NoFee.
15.1 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth) or any other law that cannot lawfully be excluded. To the extent we are permitted to limit our liability for breach of a non-excludable guarantee, our liability is limited, at our option, to resupplying the relevant services or paying the cost of having them resupplied.
15.2 Subject to clauses 15.1 and 15.4, each party’s maximum aggregate liability to the other for all claims arising under or in connection with these Terms in any 12-month period is limited to the total fees actually paid by you to us in the 12 months preceding the event giving rise to the claim.
15.3 Subject to clauses 15.1 and 15.4, neither party is liable to the other for loss of profits, loss of revenue, loss of data, loss of business opportunity, or any indirect or consequential loss, however arising.
15.4 The limitations in clauses 15.2 and 15.3 do not apply to: (a) your obligation to pay fees and other amounts due under these Terms (including reimbursements under clauses 8.4 and 9.1); (b) liability arising from a party’s fraud or wilful misconduct; (c) liability arising from unlawful conduct; or (d) your liability under the indemnity in clause 16.
15.5 We are not liable for any failure, delay, error or unavailability to the extent caused by the NPP, any financial institution, our Payment Services Provider, any telecommunications or internet service, or any other system or network not operated by us, or by incorrect information provided by you or your Customers. This clause does not limit clause 15.1.
16.1 You indemnify NoFee and its directors, officers and employees against all loss, damage, cost and expense (including reasonable legal costs and fees, fines or charges levied on NoFee by our Payment Services Provider) arising out of or in connection with: (a) your breach of these Terms or of any law; (b) your goods or services, or any claim by your Customers relating to them; (c) transactions you submit, including unauthorised or fraudulent transactions arising from your conduct or your systems; or (d) information you provide being untrue, inaccurate or incomplete — except to the extent the loss is caused by our negligence, fraud or breach of these Terms.
17.1 Notices. Notices must be in writing. We may give notices to the email address on your account; you may give notices to support@nofee.com.au. A notice sent by email is taken to be received on the Business Day it is sent, if sent before 5pm (AWST), and otherwise on the next Business Day.
17.2 Force majeure. Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control.
17.3 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms to a related body corporate or an acquirer of our business on 30 days’ notice to you.
17.4 Subcontracting. We may engage third parties (including our Payment Services Provider) to perform any part of the NoFee Service. We remain responsible to you for the NoFee Service under these Terms.
17.5 Severance. If any provision of these Terms is unenforceable, it is to be read down or severed to the minimum extent necessary, and the remaining provisions continue in force.
17.6 Waiver. A failure or delay in exercising a right is not a waiver of that right.
17.7 Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship.
17.8 Entire agreement. These Terms (including documents incorporated by reference) constitute the entire agreement between the parties in relation to the NoFee Service and supersede all prior discussions and arrangements.
17.9 Governing law. These Terms are governed by the laws of Western Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia and the Federal Court of Australia.
You must not use the NoFee Service to offer, promote, sell or receive payment for any of the following, whether directly or indirectly. We may update this Schedule from time to time in accordance with clause 1.4, including where required by our Payment Services Provider or by law.