Terms & Conditions

GENERAL INFORMATION

1. INTRODUCTION

1.1 These Terms and Conditions for Remittance Services (“Remittance T&Cs”) form part of the Agreement between Universal Tours & Travels Pty Ltd trading as WePay Nepal (ABN: 63 637 323 007) (“WePay Nepal”, “we”, “us”, or “our”) and you, the Client (“you” or “your”). It governs our dealings with you in relation to our Remittance Services. These dealings include our remittance only services and the Transactions we conduct with you as part of our Remittance Services.

1.2 The Agreement between us is constituted by the following documents:

Account Application Form;
these Remittance T&Cs, including all schedules attached to it, as amended from time to time;
any additional terms and conditions issued by us and notified to you and accepted by you, in connection with our dealings with you;
our Money Transfer System;
all and each Transaction(s) conducted under these Remittance T&Cs, including all Transaction Confirmations; and
fee schedule.

1.3 By submitting your Account Application Form, you acknowledge and agree that:

you have read and understood all documentation provided to you by us in relation to our Remittance Services including these Remittance T&Cs and all information on our Website, and authorise us to open an Account for you;
all dealings with us and the performance by us of our obligations under the Agreement are subject to the Applicable Law;
we will not provide legal, tax, financial or accounting advice to you as part of the Remittance Services. We do not act in a fiduciary capacity and we do not owe any fiduciary obligations to you in respect of our Remittance Services provided to you in connection with these Remittance T&Cs except as expressly stated in these Remittance T&Cs; and
you accept the Agreement

1.4 When we open an Account for you, you will be bound by the Agreement in all your dealings with us. Transactions under the Agreement are legally binding and enforceable.

1.5 You agree that we may amend, change, revise, add or modify the Agreement at any time without your consent. You understand that these Remittance T&Cs cannot be modified by you without written acceptance or confirmation by us.

1.6 You must read these Remittance T&Cs carefully in their entirety. We recommend that you consult appropriate professional advisers on any legal, stamp duty, taxation and accounting implications of using our Remittance Services.

1.7 If these Remittance T&Cs are provided to you in any language other than English, then please note that it is for information purposes only and that the governing language of these Remittance T&Cs and of any dispute arising hereunder is English. Where a foreign language version contradicts the English version of these Remittance T&Cs, the English version will prevail.

2. PRINCIPAL

2.1 In our dealings with you:

we will act as principal to all Transactions and not as agent on your behalf; and
unless we agree otherwise in writing, you will also deal with us as principal, and not as an agent or representative of another person.

3. RELATIONSHIP BETWEEN US AND YOU

3.1 Nothing in these Remittance T&Cs:

creates or will be deemed to create a partnership, a joint venture, the relationship of principal and agent or employee and employer or any other relationship as between you and us; or
authorises you to act, or to enter into any contract or other agreement, on behalf of, or bind us except as otherwise expressly provided in these Remittance T&Cs; or
is intended to create or does create in favour of you or WePay Nepal any mortgage, charge, lien, pledge or other security interest in any cash or other property transferred by one to the other under any Transaction.

4. ALL TRANSACTIONS AT YOUR RISK

4.1 All Transactions and use of our Remittance Services will be made at your own risk and to the maximum extent permitted by law, we will not in any way be liable for any claims, damages, losses (including consequential losses) or injury suffered or incurred by you as a result of or arising out of any statement, information or communication provided by, or on behalf of, us relating to any Remittance Services under these Remittance T&Cs.

4.2 You understand the risks of using our Remittance Services and will rely solely upon your own judgement in dealing with us.

OUR REMITTANCE SERVICES

5. REMITTANCE ONLY SERVICES

5.1 Under these Remittance T&Cs, we provide Remittance Services to you via: .

our Website;
Money Transfer System; and
our communication with you including phone calls, Social Media Channels and meetings.

6. NO FINANCIAL ADVICE OR FINANCIAL SERVICES

6.1 Please note that WePay Nepal does not offer financial product advice under these Remittance T&Cs and you must not treat any information WePay Nepal provides to you under these Remittance T&Cs as financial product advice

6.2 Please note that our Remittance Services are not financial services.

YOUR ACCOUNT

7. ABOUT YOUR ACCOUNT

7.1 You may request we provide you with our Remittance Services once you have opened an Account with us. You will not be able to hold any Source Currency, Target Currency or any other currencies in your Account.

7.2 Unless you have our consent in writing, you must not allow anyone to operate your Account on your behalf.

7.3 For more information about using your Account and the Money Transfer System, please refer to Schedule A.

8. OPENING AN ACCOUNT WITH US

8.1 To receive Remittance Services from us, you must complete and submit the Account Application Form. If we accept your application, we will open an Account in your name.

8.2 All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We are not responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents. You further undertake to inform us of any change to that information, including any changes to your contact details or financial status. WePay Nepal is not responsible for any financial loss arising out of your failure to notify us of any changes to the information we hold for you.

8.3 You may only open one Account unless we have agreed in writing to the opening of additional accounts. We may refuse the creation of sub-accounts or duplicate accounts for the same user. Where sub-accounts or duplicate accounts are detected, we may close or merge these accounts in our sole discretion.

8.4 All activities under an Account shall be deemed as activities carried out by the registered user. You shall only use the Remittance Services to transact on your own behalf and not on behalf of any other person or entity. Unless you have our consent in writing, you must not allow anyone to operate your Account on your behalf.

8.5 We reserve the right to refuse to open an Account for any reason whatsoever. We may also impose restrictions as a condition of agreeing to open an Account for you.

9. ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING LEGISLATION

9.1 We are required by the Applicable Law (including AML/CTF Laws) to carry out all necessary security and customer due diligence checks on you (including any parties involved in your Transactions for example, your Beneficiary) in order to provide any Remittance Services to you. By submitting the Account Application Form, you undertake to provide WePay Nepal with all information and assistance that WePay Nepal may reasonably require to comply with the AML/CTF Laws including carrying out any credit and identity checks on you as we consider necessary.

9.2 In addition, you agree that:

we may make, directly or through any third party, any inquiries (which will involve disclosing your name, residential address and date of birth to third parties) we consider necessary to validate the information you provide to us, including checking commercial databases or credit/identity reports; and
You authorise us to obtain one or more of your credit/identity reports, from time to time, to establish, update, or renew your Account with us or in the event of a dispute relating to the Agreement and activity under your Account.
If you disagree with having your identity information provided to third parties, please contact us.

9.3 We may pass on information collected from you and relating to the Transactions you conduct with us as required by the AML/ CTF Laws or other Applicable Law and are under no obligation to inform you we have done so. We may undertake all such anti-money laundering and other checks in relation to you (including restricted lists, blocked persons and countries lists) as deemed necessary or appropriate by us, and we reserve the right to take any action with regard thereto with no liability whatsoever therefore.

9.4 You also warrant that:

You are not aware and have no reason to suspect that:

(i) the monies used for the Remittance Services you request have been or will be derived from or relate to any money laundering, terrorism financing or other illegal activities, whether prohibited under Applicable Law, international law or convention or by agreement; or
(ii) the proceeds of your Transactions will be used to finance any illegal activities; and

Neither you nor your directors, in the case of a company, are a politically exposed person or organisation as the term is used in the AML/CTF Laws.

10. KEEPING YOUR ACCOUNT SAFE

10.1 Upon opening an Account with us, you will be given a specific password and username, which must be entered when you wish to access your Account via the Money Transfer System.

10.2 You will be deemed to have authorised all Transactions made using your Account irrespective of whether the person using it for the purpose of trading is using it with your authority.

10.3 You are required to keep all security information relating to your Account confidential and must not disclose information including but not limited to any username, Account number, user ID and password to anyone else. We do not have to establish the authority of anyone using your Account details. You are responsible for all instructions and for the accuracy of all information sent electronically using any such details. If you are aware or suspect that these details are no longer confidential, you should contact us as soon as possible so that they may be changed.

10.4 Further, you must not use any functionality that allows your login details or passwords to be stored by the computer or browser you are using or to be cached or otherwise recorded.

10.5 If you suspect your Account or other security credentials are stolen, lost, used without your authorisation or otherwise compromised, you must contact us immediately and no later than one (1) Business Day from the time you become aware of your Account being compromised, and you are advised to change your password. Any undue delays in notifying us may affect the security of your Account and result in you being responsible for financial losses.

11. MULTIPLE ACCOUNTS

11.1 Subject to clause 8.3, if we have agreed in writing for you to maintain multiple Accounts with us, then:

Calculations, reporting, and administration may be performed by us separately for each of your Accounts, so that (without limitation):
(i) Calculations may be managed, and enforcement action may be taken for each Account separately; and
(ii) We may at any time aggregate one or more Accounts even if you cannot immediately access reports for aggregated Accounts.

AUTHORISED USER/S

12. APPOINTMENT OF AUTHORISED USERS

12.1 We may accept your authorization of a person (“Authorised User”) to give Instructions and dealing (including sending and receiving communication/correspondence) on your behalf.

12.2 You must notify us in writing of any such authorization, setting out the full name, telephone number, email address, and specimen signature of that person and any other information required by us to identify the Authorised Users. You may notify us of any Authorised Users:

When you complete the Account Application Form; or
At a later stage in writing in accordance with this clause 12.2.

We may refuse access to your Authorised Users if we are concerned about unauthorized or fraudulent access by the nominated persons. We will give you notice if we do this, either before or immediately after we refuse access unless notifying you would be unlawful or compromise our reasonable security measures.

12.3 You may inform us of a limit applicable to some or all Transactions or on any Authorised Users. Such limits must be notified to us in writing. Any limit(s) provided by you to us may be withdrawn by you at any time by giving written notice to us.

13. CHANGING AUTHORISED USERS

13.1 You must immediately notify us when there is any change or revocation to any of the Authorised Users. Any change or revocation of any of the Authorised Users is only effective upon receipt by us of a signed written notice of change or revocation from you. We are only bound by any such variation upon written notice being received by us.

13.2 Until you have provided a written notice to us in accordance with section 13.1, we may continue to assume that all existing Authorised Users have the authority to legally commit and bind you to Transactions with us.

13.3 If another person is later appointed an Authorised User, the notice must include the full name, telephone number, email address, and specimen signature of that person verified by WePay Nepal and you and any other information required by us to identify the Authorised User and, if you are a body corporate, by a director.

14. INSTRUCTIONS BY AN AUTHORISED USER

14.1 For the purposes of these Remittance T&Cs, any Instructions placed by, or given by, an Authorised User (or which appear to us on the face of the Instructions placed or given by an Authorised User) are taken to be your Instructions.

14.2 You are and remain solely liable and responsible for all acts and omissions of an Authorised User notwithstanding that the act or omission of the Authorised User was:

outside their actual or ostensible authority; or
in error, fraudulent, negligent, in breach of their fiduciary duties or criminal.

14.3 You agree not to make, and you release us from any liability to you under your right to make, any claim against us for any loss incurred or suffered by you which arises directly or indirectly due to us relying on Instructions from or other communications from or acts or omissions by:

Your Authorised User(s) (including your attorney); or
Anyone who appears to us to be an Authorised User, whether or not they, in fact, are an Authorised User, or are acting fraudulently, negligently or otherwise are not authorised by you.

INSTRUCTIONS AND DEALING

15. GIVING US INSTRUCTIONS

15.1 You can give us Instructions using:

the Money Transfer System – this is the preferred method;
phone; and
any other means if we expressly agree with you in advance or as expressly permitted in these Remittance T&Cs.

15.2 Instructions received via the Money Transfer System are generally processed within one (1) Business Day provided the Settlement Amount has cleared in our Account. If Instructions are received in any other format, it will generally be processed within two (2) Business Days provided the Settlement Amount has cleared in our Account.

15.3 Regardless of whether you give us Instructions via any of the above methods, you are required to access the Money Transfer System on a regular basis to:

confirm that your Instructions have, in fact, been received by us;
reconfirm all orders that you place with us; and
review any Transaction Confirmation we provide to ensure its or their accuracy.

Any discrepancies identified must be reported to us immediately and no later than one (1) hour from the time the Transaction Confirmation is provided to you or your Authorised User.

15.4 We have no liability to you if any communication is interrupted before we receive an Instruction from you.

15.5 We are entitled to act on any Instructions transmitted using your:

Account username and password via the Money Transfer System, or
telephone number;
authorised Users; or
any other means that we expressly agreed with you, including without limitation via the email address included in the Account Application Form.

If Instructions are transmitted through any of the means in this clause 15.5, we are entitled to assume the Instructions are from you, properly authorised and legally binding on you.

15.6 Subject to sections 15.13 and 17, if you place an Instruction over the telephone, the Transaction will generally be legally binding at the conclusion of the phone call once we have confirmed your identity by entering your telephone number into the Money Transfer System. We may, but are not obliged to, advise you that your identity has been confirmed and the Transaction will be processed. The Transaction Confirmation will be available via the Money Transfer System. You may be requested to provide your personal information for identity verification purposes when requesting the Remittance Services from us via telephone.

15.7 Subject to sections 15.13 and 17, if you place an Instruction by another method as agreed with us pursuant to section 15.1(c), (i.e.: email), the Transaction will generally be binding on you when we process the Instruction. You acknowledge and agree that, if you choose to place an Instruction via another agreed method pursuant to section 15.1(c) , it may not be processed by us immediately. When we process your Instruction and a Transaction is formed, the Transaction Confirmation will be displayed via the Money Transfer System. We may, but are not obliged to, send you a Transaction Confirmation via any other method.

15.8 We may require further confirmation or information from you, and if we do, you must promptly provide us with that information. If you do not do so, we may, in our absolute discretion take all such steps at your cost as we consider necessary or desirable for our or your protection. WePay Nepal is not liable to you for any delay or non-completion of the Transaction resulting from such a request for further information. This provision is similarly applicable in situations where we are unable to make contact with you.

15.9 Any notice or any other communication to be provided by us to you, including Account statements, will be displayed on the Money Transfer System. Transaction Confirmations will be displayed on the Money Transfer System.

15.10 A message on your Account on the Money Transfer System is considered received by you when we have placed the message on the Money Transfer System. It is your responsibility to ensure that your software and hardware setup does not prevent you from accessing the Money Transfer System.

15.11 You are obliged to verify the contents of any communication, notice, statement, or document, from us whether electronically or in print. Such content shall in the absence of manifest error be deemed conclusive evidence, unless you notify us in writing to the contrary immediately after having received such communication, notice, statement, or document.

15.12 We may (but are not obliged to) require confirmation in such form as we may reasonably request if an Instruction is to close an Account or remit money due to you or if it appears to us that such confirmation is necessary or desirable.

15.13 An Instruction received from you will be acted upon on a commercially reasonable efforts basis only. We do not guarantee that an Instruction can or will be filled or that Instructions provided can or will be acted upon.

15.14 We may in our absolute discretion reject any Instructions given by you or your Authorised Users without reason and shall not be liable to you in this regard.

16. CONSENT TO RECORDING OF COMMUNICATIONS

16.1 You consent to:

the electronic recording of your telephone discussions with us, with or without an automatic tone warning device;
the recording and retention of all electronic communications with us, including but not limited to communications through the Money Transfer System, with or without any further warning to this effect during the communication; and
use of recordings, transcripts or electronic communications from such recordings for any purpose, including, but not limited to, their use as evidence by either party in any dispute between you and us.

17. CONTRACT FORMATION, TRANSACTION CONFIRMATION AND CORRECTION

17.1 The transmission of an Instruction to us does not automatically give rise to a binding contract between you and us. The receipt of an Instruction from you and our acceptance will result in the formation of a contract (i.e. a Transaction) between WePay Nepal and you. On the execution of the Transaction, a Transaction Confirmation which includes the details of the Transaction will be available on the Money Transfer System.

17.2 Within one (1) hour of the Transaction Confirmation being made available to you on the Money Transfer System, you must check the Transaction Confirmation carefully and immediately bring any errors or omissions to our attention. Where any errors or omissions are caused by our fault, those errors or omissions will be rectified in the Transaction that has been formed between WePay Nepal and you. If you do not contact us within one (1) hour, the Transaction details in the Transaction Confirmation will be deemed correct.

18. PROCESSING TRANSACTIONS

18.1 We may use whatever intermediary banks, payments systems or methods we deem commercially reasonable and appropriate for processing an Instruction. You agree to be bound by Applicable Law, regulations, clearing house rules or other rules or procedures of any funds transfer or communications system that is used. While we will make every commercially reasonable effort to ensure the timely fulfilment of each Instruction, we are not responsible for the speed and timing of payment processing by financial institutions or systems beyond our control. We are not responsible for any errors or omissions or for any actions that may be taken or not taken, or fees that may be deducted, by any intermediary or correspondent financial institution or by the Beneficiary’s financial institution in association with any Instruction, including any trace, cancellation or rejection.

19. CANCELLATION

19.1 Once an Instruction is received by us, you may not cancel it and you are liable for all amounts owed as result.

19.2 If you wish to amend an Instruction/Transaction, we endeavour to use commercially reasonable efforts to do so. There is no assurance that we will be able to amend an Instruction and/or Transaction. You agree to indemnify and hold us harmless for any and all Losses we incur in attempting to amend an Instruction and/or Transaction, whether or not ultimately successful.

REMITTANCE FEES

20. FEES

20.1 You understand and agree that WePay Nepal will charge certain fees, charges, and other costs for the Remittance Services (“Remittance Fees”). You must pay the Remittance Fees to us otherwise we will not process your Instructions until we have received the Remittance Fees from you. All Remittance Fees applicable to you will be notified to you before you transact with us via the Money Transfer System or by one of our representatives.

20.2 You may also incur additional fees and charges from banks transmitting/receiving Beneficiary funds, and such fees may be deducted from the Transaction Amount. WePay Nepal does not receive advance notice of, nor is it liable for, such fees.

20.3 You agree and acknowledge that you have agreed to the relevant Remittance Fees before placing an Instruction. All Remittance Fees payable under the Agreement are exclusive of any legally applicable value added tax or similar sales or turnover tax in any relevant jurisdiction. Use of recordings, transcripts, or electronic communications from such recordings for any purpose, including, but not limited to, their use as evidence by either party in any dispute between you and us.

20.4 Any Remittance Fees are included in the Settlement Amount using the spot AUD exchange rate, in which case, you agree and acknowledge that the final amount to be transferred to us will be the Transaction Amount plus the Remittance Fees.

PAYMENT

21. PAYMENT BY YOU

21.1 You must pay us in full in cleared and transferable funds the Settlement Amount in the Source Currency before we will pay, transmit, or exchange any funds for you (unless we otherwise agree in our sole discretion).

21.2 You must make all payments to us in full without any deduction, set off, or counterclaim or withholding of any kind. We are not obliged to make a payment or facilitate a Transaction while you are in default.

21.3 You agree that all rights, title, and interest to and in any payment which you transfer to us in respect of a Transaction under these Remittance T&Cs vests in the Beneficiary clear of any liens, charges, encumbrances, or other interest of the transferor or any third party.

21.4 When you make any payment, which is subject to any withholding or deduction under these Remittance T&Cs, you must pay us an amount that ensures that the amount actually received by us is equal to the full amount we would have received had no withholding or deduction been made.

21.5 Unless otherwise provided in these Remittance T&Cs, all amounts due to us will, in our discretion, be paid by you in accordance with these Remittance T&Cs.

22. MODE OF PAYMENT

22.1 You acknowledge and agree that we do not accept cash or cheques. All payments to us must be paid by electronic transmission only (or by such other means as agreed with WePay Nepal in any particular case) into a bank account we nominate.

23. PAYMENT AND DEDUCTIONS BY WePay Nepal

23.1 WePay Nepal may, in its absolute discretion from time to time, but is not required to, make any payment under any Transaction without first having received confirmation satisfactory to it that cleared funds for all sums due and payable by you to WePay Nepal have in fact been received. Once the funds have been received by WePay Nepal, WePay Nepal will deliver the funds in accordance with your Instructions.

23.2 We may deduct from any payment to be made to you any amount you may owe to us or any fees, costs, withholding taxes, or charges we incur in respect of any Transaction with you, however, they arise.

23.2 Where outstanding Transactions are terminated pursuant to these Remittance T&Cs, we will calculate in the Source Currency the mark to market value of each Transaction as at the termination date using prevailing market rates we choose in good faith.

23.4 You irrevocably authorise us to apply any moneys held at any time by us for you under any Account or arrangement between you and us to our own account to pay any amount that you owe or may at any time owe to us under any other Account or arrangement between you and us.

23.5 You hereby irrevocably authorise us to deduct from any Settlement Amount any fees, costs, withholding taxes, charges or any other amount you may owe to us. You agree and acknowledge that this means the Beneficiary may receive less than the full Transaction Amount.

24. SETTLEMENT OF TRANSACTIONS

24.1 SETTLEMENT

Unless otherwise provided in the Agreement or agreed in writing between you and us, you must promptly deliver the Settlement Amount to our nominated bank account in immediately available funds on or before the Settlement Cut-off Time.
You must ensure cleared funds are received by us for the Settlement Amount on or before the required due date and time (i.e. the applicable Settlement Cut-Off Time) in relation to the Transactions. You are liable to us for all of the costs, taxes, interest, expenses, and losses we incur arising out of your failure to settle a Transaction and us exercising our rights hereunder.

24.2 Settlement Cut-Off Time. You must make all Settlements:

Owing to us in AUD (unless otherwise agreed by us) by 3:30pm (Sydney Time) on the Settlement Date; or
Owing to us in other currencies, by the date and cut-off time specified in the Transaction Confirmation or any other document.

24.3 Failure to make payments.

If you fail to make payment of the Settlement Amount for a Transaction by the Settlement Cut-Off Time or any other amount under these Remittance T&Cs, we have the right to:

exercise our rights under sections 44 and 45 of this Agreement; and
initiate any proceedings and take any other steps necessary to recover any balance due.

Such steps shall be in our sole discretion, and you agree:

we have no liability to you, and you waive any claim or action against us and our representatives;
to indemnify and hold us and our representatives harmless from any and all Losses we incur resulting from your failure to pay and our effort to collect any balance due, including any costs associated with terminating and unwinding any Transactions;
we may recover interest upon any unpaid amounts in accordance with section 29 of these Remittance T&Cs; and
we may notify a credit reporting body of a non-payment by you, in accordance with the Privacy Act.

25. NETTING AND SETTING OFF

25.1 The Agreement forms part of a singular agreement between you and us, and both parties acknowledge that the parties enter into the Agreement and any Transaction under the Agreement in reliance upon these being a singular agreement.

25.2 When Transactions and/or your Account are settled or closed under the Agreement, we may, in our absolute discretion:

without prior notice to you, set off any amount(s) that we owe you against any amounts that you owe to us (whether or not matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any amounts are set off, those amounts will be discharged promptly and in all respects. For the purpose of this clause, any amounts payable (by you or us) may be converted by us into the currency in which the other amounts are denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency; and
set-off against each other the amounts referred to in the two sub-sections below:
(i) any amounts that are payable by us to you, regardless of how and when payable; and
(ii) any amounts that are payable by you to us, regardless of how and when payable.

25.3 If the rights under section 24 are exercised, all payment obligations will be consolidated into an obligation for you to pay the net sum to us or for us to pay a net sum to you.

26. CURRENCY CONVERSION

26.1 If we receive an amount (“Paid Amount”) in a currency other than the Source Currency, we will immediately return the Paid Amount to you.

26.2 If a judgement, order or proof of debt in connection with an amount which you owe us is not expressed in the Source Currency, you must pay us on demand any difference arising from the conversion, if the exchange rate we use is less favourable to us than the exchange rate used for the judgment, order or proof of debt, and the conversion costs.

27. WE ARE NOT LIABLE

27.1 You acknowledge that we cannot be held liable for:

The number of days passing between the transfer of funds by the sending bank until the funds are received by us and applied to your Account; and
The number of days passing between the transfer of funds from us until the funds are applied to the Beneficiary’s account with the receiving bank.

27.2 You understand and accept that you are liable for any costs arising from any delays caused by and any errors made by the receiving financial institution or its intermediate financial institutions.

27.3 You are made aware that certain exceptional market conditions, Force Majeure Events, and similar events can cause the application of funds to your Account to be delayed. We are not liable for such delays.

28. INCORRECT CREDITING OF ACCOUNT

28.1 Except in the case of our fraud, we do not accept responsibility for, nor are we liable for, any loss or damage suffered by you as a result of you using moneys deposited in or applied to your Account in error by, or upon behalf of, us.

28.2 We are entitled at any time to deduct, without notice or recourse to you, any moneys applied to your Account in error by, or on behalf of, us.

29. INTEREST

29.1 If you fail to make any payment required under these Remittance T&Cs that is due and payable, interest will be charged on the outstanding sum at a rate of 7.5% per annum over the rate determined by the Reserve Bank of Australia (or of such monetary authority as may replace it) as the cash rate that may be charged on interbank loans. Such interest will accrue and be calculated daily from the date the payment was due until the date you pay in full and will be compounded monthly. WePay Nepal may receive and retain or apply for its own benefit any interest which arises in respect of any sum paid to or held by it.

30. WITHHOLDING TAX

30.1 If you are required by Applicable Law to deduct or withhold Tax from a payment to us, you must:

deduct or withhold the Tax (and any further Tax applicable to a further payment under subsection 30.1(c));
remit the Tax as required by law, and give the original receipt to us immediately and no later than three (3) Business Days after the payment is made to us; and
increase the payment to us so that the amount actually received from you is equal to the amount we would have received if no deduction (and no further deduction) had been required.

THE MONEY TRANSFER SYSTEM

31. THE MONEY TRANSFER SYSTEM

31.1 We provide our Remittance Services mainly via the Money Transfer System. When we activate your Account, you will be given information on how to access the Money Transfer System. You are responsible for configuring your information technology and computer programmes in order to access our Remittance Services.

31.2 You are responsible for protecting your computers and computer network from malicious software (including, but not limited to, worms and viruses) while using the Money Transfer System and at all other times and should use your own virus protection software. We do not guarantee that our Remittance Services will be free from bugs or viruses, and we are not responsible if you cannot access the Money Transfer System due to any malicious software.

31.3 We will try to make sure our Remittance Services are available to you when you need them. However, we do not guarantee that our Remittance Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Remittance Service without notice. We will not be liable to you if for any reason our Remittance Services are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Remittance Services.

31.4 We are not liable to you for any loss or damage caused in any way, including by our own negligence, whether directly or indirectly, by:

the failure of the Money Transfer System to perform or properly perform a function;
the unavailability of the Money Transfer System in whole or in part for any reason; and
delays or errors in the execution of a Transaction or Instruction, or failure to execute a Transaction or Instruction, through the Money Transfer System, because of the network, any internet service provider or equipment used in connection with the provision of the Money Transfer System, or because of circumstances beyond our reasonable control.

31.5 If legislation does not allow liability for breach of a warranty to be excluded, our liability for breach of a warranty is limited to us re-supplying the Remittance Service or paying the cost of having the Remittance Service resupplied, as elected by us.

31.6 If you cannot use or access the Money Transfer System for any reason (including due to our negligence), you must find other ways to effect the Transaction and obtain information.

31.7 We may terminate your right to use the Money Transfer System and then use reasonable efforts to notify you of the termination. We may also modify or withdraw the Money Transfer System at any time without notice.

31.8 We may suspend or disconnect your access to the Money Transfer System for any reason, including local or international market conditions or technical failure, modification or maintenance. We must take commercially reasonable steps to resume your access to the Money Transfer System as soon as reasonable.

31.9 We do not warrant that:

the Money Transfer System will be uninterrupted, timely, secure or error-free; or
information from the Money Transfer System is accurate or complete.

31.10 You must not modify or delete any material on or accessible from the Money Transfer System or link any material to the Money Transfer System or its material.

31.11 You authorise us to act on all Instructions you or your Authorised Users transmit through the Money Transfer System and treat any such Instructions as authorised by you without verification.

31.12 We retain the right to:

specify times when Transactions may be entered into for specific currencies via the Money Transfer System;
prevent Transactions outside of nominated currency trading hours via the Money Transfer System; and
modify the terms of any Transaction entered into by you outside of specified currency trading hours.

31.13 If we quote you an exchange rate that is clearly outside the current market rate, you must notify us and must not complete a Transaction at that rate. If you breach this section, we may terminate the Transaction.

31.14 You are liable for any loss or damage suffered or incurred as a result of a Transaction, where the Money Transfer System was accessed with your password (even if unauthorized). You release us from all liability for any loss or damage suffered by you that results from such a Transaction.

32. HYPERLINKS

32.1 Hyperlinks or other links to or from websites outside of the Money Transfer System are for your convenience only. We do not review, monitor, endorse or control any sites linked to or from our Money Transfer System and are not responsible for them. We will not be liable for any damage caused in respect of or in consequence of following a link.

33. PROHIBITED USE OF THE MONEY TRANSFER SYSTEM

33.1 You agree that the Money Transfer System is and shall remain the exclusive property of WePay Nepal. Accordingly, you represent, warrant and covenant that you, including any Authorised User(s), employees, directors, officers, agents, or affiliates of you shall not:

distribute or disclose the Money Transfer System, or any component of it, to, or permit use of the Money Transfer System by, any third party;
decompile, disassemble, reverse engineer, or otherwise attempt to derive or discern the source code or internal workings of the Money Transfer System;
use the Money Transfer System for any purpose that is illegal or prohibited under these Remittance T&Cs;
use any automated means or interface to access the Remittance Services or extract other users’ information;
use the Money Transfer System to communicate with other users or for any commercial purpose;
use the Remittance Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from using the Remittance Services, or that could damage, disable, overburden, or impair the functioning of the Remittance Services;
use or attempt to use another user’s access to the Money Transfer System without appropriate permission pursuant to section 12;
upload viruses or other malicious code that otherwise compromises the security of the Remittance Services;
attempt to circumvent any content-filtering techniques WePay Nepal uses, or attempt to access areas or features of the Remittance Services that you are not authorised to access; or
encourage or promote any activity that violates these Remittance T&Cs.

INTELLECTUAL PROPERTY

34. WEPAY NEPAL MATERIALS

34.1 WePay Nepal Materials include any software (including without limitation the Money Transfer System, the API, developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any specifications and integration guides) developed and provided by us or our affiliates to you, or available for download from the Money Transfer System. You acknowledge and agree that all WePay Nepal Materials are the property of WePay Nepal and protected by copyright law and/or other intellectual property and other laws.

34.2 You may not, and may not attempt to, directly or indirectly:

transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Remittance Services or the WePay Nepal Materials to any person or entity;
remove, obscure, or alter any notice of any of our trademarks, or other “intellectual property” appearing on or contained within the Remittance Services or on any WePay Nepal Materials;
modify, copy, tamper with or otherwise create derivative works of any software included in the WePay Nepal Materials; or
reverse engineer, disassemble, or decompile the WePay Nepal Materials or the Remittance Services or apply any other process or procedure to derive the source code of any software included in the WePay Nepal Materials or as part of the Remittance Services.

34.3 All copyright, trademarks, service marks, trade secrets, registered and unregistered design rights and all other intellectual property and other rights in and to the WePay Nepal Materials, shall remain at all times the sole and exclusive property of WePay Nepal and, where applicable, its licensors. You shall have no right or interest in or to any such intellectual property or other rights, except the right to access and use the Remittance Services as provided for in these Remittance T&Cs. All rights not expressly granted to you are reserved by WePay Nepal.

DISPUTE RESOLUTION

35. DISPUTE RESOLUTION

35.1 If you have a problem with our Remittance Services, you should initially bring it to our attention so that we are able to resolve any concerns or complaints in accordance with our internal dispute resolution process. We will attempt to resolve your dispute quickly and fairly. We both (being you and us) must attempt in good faith to resolve any dispute between us in connection with the Agreement by negotiation. All complaints or disputes should be addressed to:

Complaints Officer
Universal Tours & Travels Pty Ltd trading as WePay Nepal
Email: support@wepaynepal.com
Address: Universal Tour and Travel Pty Ltd,6 327 Pitt St Sydney NSW 2000

35.2 If any dispute, question or difference of opinion concerning or arising out of the Agreement is not settled promptly by the parties by negotiation:

the parties must seek to agree on the procedural rules and a timetable for resolving the dispute through mediation by a mediator agreed upon by the parties, or if the parties cannot agree, a mediator appointed by the Australian Commercial Disputes Centre or anybody which replaces it;
you and us will bear the costs of the mediation equally and provide all assistance reasonably requested by the mediator; and
if a suitable mediator cannot be agreed, or if mediation fails, the parties can then proceed with formal legal action.

35.3 Nothing in this section prevents us from commencing proceedings against you in any relevant jurisdiction, in addition to submitting any dispute or difference whatsoever with you in connection with this document.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

36. YOUR WARRANTIES

36.1 You undertake, warrant and represent to us, with the intention that the following undertakings, warranties and representations are provided as at the date of these Remittance T&Cs , repeated each time you provide Instructions to us, and during the term of these Remittance T&Cs :

legal disability: you are not under any legal disability and are not subject to any law which prevents you from entering into these Remittance T&Cs or any Transactions;
corporate authorisation: if you are a company, you are empowered by, and have obtained, all necessary corporate or other authorities under your constitution and at law;
consents: you have obtained all necessary consents and have the authority to enter into these Remittance T&Cs and any Transactions;
compliance with laws and valid obligations: you are complying with all laws to which you are subject, and the obligations expressed to be assumed by you under these Remittance T&Cs and any Transaction are your legal, valid, binding and enforceable obligations;
You agree not to use the Remittance Services to make payments for any illegal or immoral purpose. In addition, you certify that you will not use the Remittance Services to make any payments relating to online gambling, pornography, firearms or other illegal or immoral purposes, as notified by us;
able to pay debts: you are able to pay your debts as and when they fall due and are not otherwise insolvent or presumed to be insolvent under any law;
no liquidator etc: no liquidator, provisional liquidator, receiver, receiver and manager, trustee, controller, official manager, administrator or similar officer has been appointed in relation to your affairs and no application has been made for the appointment of any of these persons;
information accurate: at all times the information provided by you to us, whether in the Account Application Form or otherwise will be complete, accurate and not misleading, and you will notify us immediately if any of such information is no longer true. You are responsible for ensuring the accuracy and completeness of each and every Instruction;
Transactions: you will not conduct any Transactions which contravene any laws or regulations, including in relation to insider trading, market manipulation or market abuse;
own judgement: you have initiated each Instruction solely based on your analysis and/or third-party advice and have not received or relied upon any advice from us with respect to the suitability or appropriateness of such Instruction for you;
your funds: you are acting as a principal and have legal title to all funds used in connection with the Transactions;
security: you shall maintain security systems, procedures and controls to prevent and detect:
(i) the theft of funds;
(ii) forged, fraudulent and unauthorised Instructions and electronic transfer of funds by anyone who are not you (including Authorised Users); and
(iii) losses due to fraud or unauthorised access to the service by anyone who are not you or an Authorised User; and
not a US person: you are not a US person as defined under applicable US laws and regulations. You further agree to promptly notify WePay Nepal if you become a US person. WePay Nepal is not liable to you for any regulatory reporting obligations that are not known to WePay Nepal.

36.2 Each warranty in this section 36 is to be construed independently and is not limited by reference to any other warranty.

37. TRUSTEE OF A TRUST

37.1 Where you are the trustee of a trust or fund (including a superannuation fund) (“Trust”) you further undertake, warrant and represent to us, with the intention that these undertakings, warranties and representations are repeated each time you provide Instructions to us:

capacities: you acknowledge and agree that you enter into these Remittance T&Cs in your personal capacity and in your capacity as trustee of the Trust;
sole trustee: you are the sole trustee or trustees of the Trust and you have been validly appointed;
Trust validly created: the Trust was validly created and is in existence at the date of your application and has been duly stamped (if required);
solely constituted: the Trust is solely constituted by the trust deed described in your Account Application Form and is as amended or substituted (“Trust Deed”);
right of indemnity: you have the right of indemnity against the assets of the Trust under the Trust Deed and there has not, and will not be, any breach of Trust or any other action that will prevent you from enforcing your rights under that indemnity;
full authority: you are empowered and have full authority under the Trust Deed to enter into these Remittance T&Cs and to enter into the transactions contemplated by it;
no actions: there is no current or pending or threatened action or proceeding affecting the Trust
ceasing to be trustee: you will notify us immediately in writing if you cease for any reason to be the trustee of the Trust or the Trust is determined or ceases to exist;
no distribution of capital or income: you will not make any distribution of any income or capital or assets of the Trust that results in there being insufficient assets of the Trust to meet any of your liabilities under these Remittance T&Cs; and
fiduciary obligations: you have, and continue to, meet your fiduciary obligations and are acting in the best interests of the beneficiaries of the Trust by entering into the Instructions.

37.2 If you are the trustee of a superannuation fund you further undertake, warrant and represent to us, with the intention that this warranty is repeated each time you provide us with Instructions, that you have sought advice as the trustee of a superannuation fund dealing in our Remittance Services and are satisfied that in so doing you comply with all your fiduciary duties and obligations under the Superannuation Industry (Supervision) Act 1993 (Cth), the regulations made under it and/or other relevant legislation or regulations, and that your dealings do not in any way breach that legislation or those regulations.

38. STATUTORY WARRANTIES

38.1 Where any Applicable Law implies in these Remittance T&Cs any term, condition or warranty, and makes void or prohibits excluding or modifying the application of or exercise of, or liability under such term, condition or warranty, such term, condition or warranty will be deemed to have been included in these Remittance T&Cs. However, our liability for any breach of such term, condition or warranty will be limited, at our option, to any one or more of the following:

if the breach relates to goods:
(i) the replacement of the goods or the supply of equivalent or similar goods;
(ii) the repair of the goods;
(iii) the payment of the cost of repairing the goods or acquiring the relevant goods, or
(iv) payment of the cost of having the goods repaired; or
if the breach relates to services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.

LIMITATION OF LIABILITY AND INDEMNITY

39. LIMITATION OF LIABILITY

39.1 Under no circumstances shall we and our representatives be liable to you or to any other party for lost revenue, profits or for any other special, incidental, punitive, exemplary or consequential damages, even if we or our representatives have been informed of such potential loss or damage as a result of or arising out of the relationship between the parties or in any way connected to these Remittance T&Cs. The parties agree this limitation represents a reasonable allocation of risk, without which we would not have entered into these Remittance T&Cs. The limitations of liability stated in these Remittance T&Cs shall have effect to the extent permitted by Applicable Law.

39.2 Subject to any laws restricting us from limiting our liability, and to the maximum extent permitted by those laws, in no event will we or our Associates be liable to you for any losses, damages, and liabilities caused by or arising from, whether directly or indirectly, any of the following:

any material error which may occur;
any error or inaccuracy in, or unsuitability of, or omission from the Agreement, or any other information provided by us, whether negligent or otherwise;
any delays or failure by us in accepting or acting on an Instruction;
delays in the transmission of Instructions due to the breakdown or failure of transmission or communication facilities or any cause beyond our control;
any erroneous transmission, or failure to transmit or delay in transmitting, any notification or Instructions to us;
your reliance on notifications or Instructions transmitted via the Money Transfer System, telephone or otherwise to us;
any malfunctions, failures or errors in programming in relation to the Money Transfer System;
any delay, fault, failure in or loss of access to the Remittance Services;
any failure, malfunction or defect of our and/or our Associates’ software, hardware, electronic or mechanical equipment, or telecommunication channels or connections;
any failure by you to perform your obligations under these Remittance T&Cs in whole or in part, or in a timely manner;
any failure by us or our Associates to make available information, materials, software, hardware, equipment and personnel as and when required under these Remittance T&Cs;
any negligent or unlawful conduct by or on behalf of you and your employees, representatives, agents or any contractor;
any action we may take under these Remittance T&Cs, so long as we act within the terms of its provisions and in particular act reasonably where required to do so;
any performance delay or failure due to a cause beyond our reasonable control including, without limitation, failure of any communication systems or delays caused by a third party. You acknowledge that we use the payment transfer services of third-party financial institutions and that you understand the associated risks, and agree that we are not liable for any failure or error by any third-party financial institutions we use; and
any loss of interest, revenue, profit, opportunity or data or for any consequential, indirect, incidental, special, punitive or exemplary damages suffered by you arising from or in connection with these Remittance T&Cs.

40. MAXIMUM LIABILITY OF WePay Nepal

40.1 To the maximum extent permitted by law, our liability to you and anyone claiming through you for a breach of the Agreement by us shall be limited to the lesser of AUD10,000 or the currency value of the impugned Instruction as at the Instruction date only.

40.2 For the avoidance of doubt, we shall not be liable to you for lost profits, business or opportunities, indirect, consequential or punitive damages, whether based in contract or tort (including negligence, strict liability or otherwise) whether or not either party has been advised of the possibility of such damages.

41. INDEMNITY BY YOU

41.1 You will indemnify, defend, and hold us harmless from and against any and all claims, Losses, damages, judgments, Tax assessments, penalties, and interest arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:

any actual or alleged breach of your representations, warranties, or obligations under the Agreement;
your wrongful or improper use of the Remittance Services;
your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
your violation of any law, rule or regulation of any country; and
any other party’s use of the Remittance Services or access to the Money Transfer System.

41.2 You continually, unconditionally and irrevocably indemnify and hold us (and our employees, contractors and agents) (“the indemnified”) harmless from and against all liabilities, damages, losses and costs (including legal costs), duties, charges, commissions or other expenses we incur in the proper performance of our Remittance Services or the enforcement of our rights under these Remittance T&Cs and, in particular, but without limiting the general indemnity, against all amounts which we may certify to be necessary to compensate us for all liabilities, damages, losses and costs including loss of profit and losses and expenses from any action we take to seek to cover or reduce our exposure under any Transaction as a result of (including, but not limited to):

your actual or alleged breach of the Agreement, including your representations, warranties and obligations;
the indemnified acting, or failing to act, on a written, verbal, telephone or electronic order which appeared to us to be from you (including an Authorised User); or
us exercising our rights under these Remittance T&Cs.

41.3 For the avoidance of doubt and without limiting any other provision of these Remittance T&Cs:

if your funds are sent to the wrong account or otherwise fail to reach your Beneficiary as a result of our mistake, we will credit your Beneficiary the full Transaction Amount you expect them to receive, but that shall be the full extent of our liability to you; or
if we refuse to process one or more of your Transactions for any reason, we shall refund to you any funds that we hold on your behalf, but that shall be the full extent of our liability to you.

42. SURVIVAL

42.1 The indemnities in sections 39 to 41 survive the termination of these Remittance T&Cs and any Transaction.

DEFAULT

43. EVENT OF DEFAULT

43.1 Each of the following constitutes an Event of Default, which upon their occurrence gives us the right to take action in accordance with sections 45 and 46:

an Insolvency Event occurs in relation to you;
you are an individual and you die or become of unsound mind;
you fail to make any payment when it is due under the Agreement;
you are in breach of any obligation, warranty or representation made under these Remittance T&Cs and/or any information provided to us in connection with these Remittance T&Cs is or has become untrue or misleading;
you knowingly take advantage of an incorrect price when dealing with us and a reasonable person in your position would have known the price offered was incorrect or we consider that you have, or have attempted to, manipulate any system of ours in any way;
whether or not any sums are currently due to us from you, where any payment instrument has not been met on first expectation or is subsequently dishonoured or you have consistently failed to pay any amount owed to us in time;
at any time or for any period deemed unreasonable by us you are not contactable or you do not respond to any notice or correspondence from us;
we reasonably believe it is prudent to take any or all of the actions described in section 45 in light of any relevant legal or regulatory requirement applicable either to you or to us;
we consider that there are abnormal trading conditions;
we consider it necessary for the protection of our rights under the Agreement or the protection of our reputation or to mitigate any other risk;
we are unable to quote the price of any Transaction offered under these Remittance T&Cs due to the unavailability of the relevant market information for reasons beyond our control;
we consider that you may be in breach of or have failed to comply with any Applicable Law;
we are so requested by AUSTRAC or any other regulatory body or authority;
there has been a deterioration in your financial circumstances and we reasonably consider that such deterioration is material in the context of the size of the Transactions open in your Account;
where we have not received, within the timeframe stated in a written request to you, all information which we have requested in connection with the Agreement;
where you are trustee of a Trust, and without our consent, you cease to be sole trustee of the Trust, or any step is taken to:
(i) remove you as trustee, or to appoint a substitute or additional trustee; or
(ii) bring any part of the trust assets under the control of any court;
any of the following were to occur where you are trustee of a Trust:
(i) any application or order is made in any court for:
A. accounts to be taken in respect of the Trust; or
B. any property of the Trust is to be brought into court or administered by the court under its control;
(ii) the beneficiaries of the Trust resolve to wind up the Trust;
(iii) you are required to wind up the Trust under the Trust Deed or Applicable Law;
(iv) the winding up of the Trust commences for any other reason;
where you are trustee of a Trust,
(i) the Trust is held, or is conceded by you, not to have been properly constituted; (ii) you cease to be authorised under the Trust Deed or at law to own the Trust assets in your name or to perform your obligations under these Remittance T&Cs; (iii) you breach any of your obligations as trustee of the Trust; or
we reasonably believe that any one or more of the circumstances set out above is likely to happen or in any other circumstance where we reasonably believe that it is necessary or desirable to protect ourselves or all or any of our other clients.

44. ACTIONS WE MAY TAKE

44.1 If an Event of Default occurs, we are entitled, but not obliged, to take all or any of the following actions without prior notice to you:

immediately require payment of any amount due to us;
terminate the Agreement;
close all or any of your Transactions and convert any outstanding amounts to AUD;
suspend or close your Account;
refuse your Instructions to establish new Transactions;
convert any ledger balances to AUD;
impose restrictions on your Account or Transaction(s);
require you to immediately settle any Transactions in such a manner as we request;
combine, close or consolidate any of your Accounts;
offset any amounts owed to, or by, us in such manner as we may in our absolute discretion determine; or
retain any amount owed by us to you against any contingent liability of yours to us or so long as the contingency subsists.

44.2 If we take any of the above action(s), we will not incur any liability to you for Losses that you may suffer or incur as a result.

45. OUR RIGHTS TO CLOSE OR VOID

45.1 Without limiting our right to take action under section 44, we may also close or void Transaction(s) and/or cancel any Instruction where:

we are in dispute with you in respect of a Transaction. In this case, we can close all or part of the Transaction in order to minimise the amount in dispute; and/or
there is a material breach of these Remittance T&Cs in relation to the Transaction(s).

45.2 If we take any of the above action(s), we may set off and net any amounts owing between us pursuant to section 24, and otherwise will not incur any liability to you for Losses that you may suffer or incur as a result.

46. OUR RIGHTS TO SUSPEND ACCOUNT

46.1 Without limiting our right to take action under sections 44 and 45 of these Remittance T&Cs, we may in our discretion suspend your Account pending investigation for any reason. While your Account is suspended you will not be entitled to place new Instructions (or Transactions). Circumstances in which we may choose to exercise this right include but are not limited to the following:

we have grounds for believing that an Event of Default has occurred or may occur but believe that it is necessary to investigate circumstances with a view to confirming this;
we have grounds to believe that you do not have sufficient understanding of the Transactions (and Instructions) you are placing, or the risks involved;
we issue you with a written request for information and within the timeframe stipulated in the request we have not received all information which we believe that we require in connection with these Remittance T&Cs; or
we have reason to believe that there has been a breach in your Account or that there has been a threat to your Account.

46.2 If we have suspended your Account pending an investigation, we will use reasonable endeavours to conclude our investigation within five (5) Business Days. When we conclude our investigation, we will inform you whether your Account has been reactivated or whether we intend to take further action pursuant to these Remittance T&Cs.

47. PAYMENTS WHEN WePay Nepal TERMINATES ANY OUTSTANDING TRANSACTIONS

If we terminate any open Transaction(s), we must calculate in AUD the mark to market value of each open Transaction as at the termination date using prevailing market rates chosen by us in good faith (“Close Out Amount”). In calculating the Close Out Amount, we may, in our absolute discretion, calculate the amount of the losses or costs that are or would be incurred by us (expressed as a positive number) or our gains that are or would be realised (expressed as a negative number) in replacing or in providing the economic equivalent of the terminated Transaction(s). In calculating the Close Out Amount we will act in good faith and we must have regard to what a person would pay us to take over your rights under each Transaction (expressed as a negative number), or what we would have to pay another person to take over your obligations under that Transaction (expressed as a positive number). All Close Out Amounts are aggregated, so that the amount due on final termination (“Termination Payment”) is calculated as an amount equal to:

The sum of the AUD equivalent of all Close Out Amounts (whether positive or negative) determined by us
PLUS
The AUD equivalent of any unpaid amounts owing by you to us
LESS
The AUD equivalent of any unpaid amounts owing by us to you.

If the final Close Out Amount is a positive number you must pay us the absolute value of the final Close Out Amount. If it is a negative number we will pay it to you.

We must notify you as soon as practicable after making the calculations. A payment under this section must be made within two (2) Business Days after we give this notice.

USE OF INFORMATION, PRIVACY AND DISCLOSURE

48. HANDLING OF YOUR INFORMATION

48.1 We are committed to complying with the Privacy Act and the Australian Privacy Principles. Our Privacy Statement sets out how we look after your personal information generally as well as containing specific details as to how we look after your credit-related personal information. You may access our Privacy Statement from our Website. By entering into these Remittance T&Cs, you acknowledge that you have read and understand the terms of our policies and practices relating to the use of personal information, including the Privacy Statement as updated from time to time.

48.2 You shall indemnify and hold us harmless from and against any and all Losses resulting from our non-compliance with applicable privacy laws which are a direct consequence of your actions or omissions.

49. REVOKE YOUR CONSENT

49.1 Please contact us if you do not consent to us using or disclosing your personal information or disagree with our Privacy Statement. It is important that you contact us because, by applying for an Account, you will be taken to have consented to these uses and disclosures. You may do so by sending an email to support@wepaynepal.com.

50. ACCESS TO INFORMATION AND QUESTIONS

50.1 You may be able to gain access to the personal information that we hold about you by contacting our Compliance Officer via support@wepaynepal.com. We aim to ensure that the personal information we retain about you is accurate, complete, and up to date. To assist us with this, please contact us if any of the details you have provided change.

50.2 If you have any questions about the collection and use of your personal information, you may contact our Compliance Officer via support@wepaynepal.com.

COMMUNICATION AND NOTICES

51. COMMUNICATION AND NOTICES

51.1 You agree that we may communicate with and give notice to you in writing electronically, via the Money Transfer System. All such communications will be considered to have been provided in accordance with these Remittance T&Cs. You agree that it is your responsibility to access all such communications.

51.2 All communications sent via the Money Transfer System will be deemed to be received on the day the communication is sent, if a Business Day, and if not a Business Day, on the next Business Day after the date on which the communication is sent.

51.3 You must inform us immediately and no later than three (3) Business Days in writing of any change of:

beneficial ownership,
address,
delivery information, or
your financial institution or designated account(s).

Any changes directed by a notice will be put into effect by us within thirty (30) days after our receipt of such notice.

51.4 If we are unable to deliver any communications due to incorrect address or contact information, you are in breach of these Remittance T&Cs and we will have no further obligation to seek out correct contact information to continue to attempt to deliver. We are not responsible for your failure to receive any communication if sent in accordance with contact information as provided by you.

51.5 If you use email to initiate Instructions or otherwise communicate with us, you agree to bear the risk that such email may be corrupted, modified, incomplete, hacked, compromised or be undelivered with or without notice to the sender or receiver. You agree to bear the risk of these events and to hold us harmless from acting or failing to act on any and all emails purporting to be sent by you.

52. MARKET DISTURBANCE NOTICE

52.1 We may give a Market Disturbance Notice to you at any time if we reasonably form the view that market conditions in the relevant financial market for the currency concerned are seriously disturbed. This includes, but is not limited to, circumstances where, in our opinion, deposits in the currency concerned are not available in the ordinary course of business to us in the relevant financial market or because of national or international, political or economic circumstances or exchange controls, it is impractical.

52.2 When a Market Disturbance Notice is given, our obligations under the Agreement will be suspended while we and you negotiate alternative arrangements. If both parties reach agreement before the Settlement Cut-off Time of a particular Transaction, those alternative arrangements will apply to that Transaction. If the parties do not reach agreement within that period, both parties will be released from their respective obligations under the relevant Transaction.

TERMINATION AND FORCE MAJEURE

53. TERMINATION

53.1 Either party may terminate these Remittance T&Cs at any time by giving the other notice in writing to that effect immediately. In the event you terminate these Remittance T&Cs, we shall not be required to accept or process any Instructions and Transaction(s) thereafter placed by you.

53.1 Subject to section 53.3, termination by either party shall not affect any Transaction previously entered into and shall not relieve either party of any outstanding obligations arising out of the Agreement, nor shall it relieve you of any obligations arising out of any Transaction entered into prior to such termination.

53.1 In the event that we are made aware of or have reason to believe any of the following:

you have provided false or misleading information to us;
that you have participated or are participating or have assisted or are assisting in money laundering or terrorist financing activities;
that you are being officially investigated by law enforcement and/or regulatory agencies; or
that an Insolvency Event has occurred,

then we, in our sole discretion, may terminate these Remittance T&Cs and shall be relieved of any obligations set out in these Remittance T&Cs immediately, including any obligations arising out of any Transaction already placed with and accepted by us. Your Account may be suspended or closed pursuant to section 45.2.

54. FORCE MAJEURE

54.1 In the event that we are unable to provide the Remittance Services due to circumstances beyond our control, including but not limited to government acts, wars, acts of terrorism, cyber-crimes, strikes, riots, other civil disturbances, legal processes, electronic failures or mechanical failures, severe weather, earthquakes and natural disasters, we shall have no liability for direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of profits or expenses, arising in connection with any Transactions entered into with you pursuant to these Remittance T&Cs.

OTHER IMPORTANT TERMS

55. NO WAIVER

55.1 Our failure to exercise any of our rights under these Remittance T&Cs shall not be deemed a waiver of such rights or remedies at a later time.

56. GOVERNING LAW AND JURISDICTION

56.1 Any dispute or claim arising out of or in connection with these Remittance T&Cs of their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New South Wales, Australia and the New South Wales courts will have exclusive jurisdiction over any claim arising from these Remittance T&Cs, although we retain the right to bring proceedings against you for breach of these Remittance T&Cs in your country of residence or any other relevant country.

57. SEVERABILITY

57.1 In the event that any terms or provisions of these Remittance T&Cs shall be determined to be illegal, invalid, or unenforceable in whole or in part for any reason whatsoever including, but not limited to illegality, unenforceability or invalidity, this shall not affect the enforceability or validity of the remaining terms or provisions or parts thereof which shall continue to be binding and enforceable.

58. VARIATION

58.1 We may, in our absolute discretion, change, amend or otherwise modify these Remittance T&Cs and any Transactions under it, at any time (including to introduce or charge a fee or cost) by giving you written notice (generally via the Money Transfer System). Such notice may be given to you as you or generally as a group (and not to you specifically). The variation takes effect on the day specified in the notice.

59. ASSIGNMENT

59.1 You shall not assign, mortgage, charge, declare a trust of rights or obligations under these Remittance T&Cs without our written consent. If we provide a written consent to any assignment of these Remittance T&Cs, these Remittance T&Cs shall be binding upon the successors, heirs, and assignees of you.

59.2We may assign our rights or delegate any of our obligations under these Remittance T&Cs at any time without your consent. Despite anything to the contrary contained in these Remittance T&Cs, we may disclose to any actual or potential delegate or assignee, such information relating to you and your relationship with us, as we see fit.

60. ENTIRE AGREEMENT

60.1 These Remittance T&Cs constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

INTERPRETATION AND DEFINITIONS

61. INTERPRETATION

61.1 In these Remittance T&Cs:

the defined terms used are capitalised and set out in this section;
if there is any conflict between:
(i) these Remittance T&Cs and any Applicable Law, the Applicable Law (to the extent it cannot be excluded or modified by these Remittance T&Cs) shall prevail;
(ii) these Remittance T&Cs and the Transaction Confirmation, the Transaction Confirmation shall prevail;
any reference to a person includes bodies corporate, unincorporated associations, partnerships and individuals;
all references to times of the day are to the time in Sydney, New South Wales, Australia unless otherwise advised;
headings and examples in the terms are for reference only and do not affect the construction of the document; and
any reference to any enactment includes references to any statutory modifications, enactments or re-enactment of such enactments or to any regulation or order made under such enactment (or under such a modification or re-enactment).

62. DEFINITIONS

Account means the profile established by WePay Nepal within the Money Transfer System for you under these Remittance T&Cs to receive the Remittance Services.

Account Application Form means the application form which you are required to complete via the Money Transfer System and submit to us for the purposes of using the Remittance Services.

Agreement has the meaning given to it in section 1.2.

AML/CTF Laws means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and all regulations, rules and instruments made under that Act.

API means the application programming interface made available to you by us, forming part of the Money Transfer System.

App means the mobile application software, the data supplied with the software and the associated media, forming part of the Money Transfer System.

Applicable Law means any statute, regulation, rule, subordinate legislation or other document enforceable under any statute, regulation rule or subordinate legislation.

Associate(s) means:

a person who is an officer, employee, agent, representative or associate of a party;
a Related Bodies Corporate of a party;
a person who is an officer, employee, agent, representative or associate of a Related Bodies Corporate of a party; and
any third party service provider, including the officer, employee, agent, representative or associate of the third party service provider engaged by a party.

AUD means Australian Dollars.

AUSTRAC means the Australian Transaction Reports and Analysis Centre.

Authorised User means person(s) authorised to transact on your behalf and appointed in accordance with section 12.

Beneficiary means you or any payee designated by you

Beneficiary Account means the account owned by the corresponding Beneficiary in relation to which you provide us with Delivery Instructions.

Business Day means a day on which commercial banks are open for ordinary banking business (including dealings in foreign exchange) in the places specified by WePay Nepal for that purpose (generally including the jurisdiction in which an Instruction was initiated and executed).

Client or you means the person, body corporate, firm, partnership, joint venture, sole trader or other business entity requesting the Remittance Services and defined in the Account Application Form together with its subsidiaries, affiliates, successors and/or assigns, as well as its officers, directors, employees and agents.

Corporations Act means the Corporations Act 2001 (Cth).

Delivery Instructions means all information required by WePay Nepal to be provided by you to us whereby we are directed to deliver your funds to a Beneficiary, including without limitation information required to be collected by Applicable Law.

Force Majeure Event means any occurrence or non-occurrence as a direct or indirect result of which a party is prevented from or delayed in performing any of its obligations (other than a payment obligation) under these Remittance T&Cs and that is beyond the reasonable control of that party, including forces of nature, industrial action and action or inaction by a government agency or body.

Insolvency Event means any of the following:

an order is made that a corporate client be wound up;
an application is made to a court for an order:
(i) that a corporate client be wound up;
(ii) appointing a liquidator or provisional liquidator for a corporate client;
a liquidator, provisional liquidator or controller is appointed to a corporate client;
a resolution is passed to appoint an administrator to a corporate client;
you enter into a deed of company arrangement or propose a reorganisation, moratorium or other administration involving all or any of your creditors;
a corporate client is dissolved or wound up in any other way;
you are or state that you are unable to pay your debts as and when they fall due;
you are or state that you are insolvent;
you seek or obtain protection from any of your creditors under any legislation;
you become insolvent or commit an act of bankruptcy or your estate comes within the law dealing with bankrupts;
a bankruptcy petition is presented in respect of you or, if a partnership, in respect of one or more of the partners, or if a company, a receiver, trustee, administrative receiver or similar officer is appointed;
if execution is levied against your business or your property and is not removed, released, lifted, discharged or discontinued within twenty-eight (28) days;
you seek a moratorium or propose any arrangement or compromise with your creditors;
any other event having substantially the same legal effect as the events specified in paragraphs (a) to (m) above;
any security created by any mortgagee or charge becomes enforceable against you and the mortgagee or charge takes steps to enforce the security or charge;
any indebtedness of you or any of your Related Bodies Corporate becomes immediately due and payable, or capable of being declared so due and payable, prior to its stated maturity by reason of your default or the default of any of your subsidiaries, or you or any of your subsidiaries fail to discharge any indebtedness on its due date;
you fail fully to comply with any obligations under these Remittance T&Cs or any Transaction;
any of the representations or warranties given by you are, or become, untrue; or
we consider it necessary for our own protection or the protection of our Associates.

Instruction means a request by you for WePay Nepal to provide Remittance Services, including any request for Remittance Services using any of the methods as outlined in section 15.1.

Loss or Losses means direct and consequential financial losses, damages, costs, judgments, penalties, fines, expenses, legal and accounting fees and expenses, costs of investigation, settlements, court costs and other expenses of litigation, as well as fees and expenses and losses not related to litigation or legal process and lost profits.

Market Disturbance Notice has the meaning given to it in section 52.

Money Transfer System mean any internet or electronic system WePay Nepal makes available to you which allows you to access the Remittance Services through an interface or protocol or application program interface, including but not limited to our Website, the API and App, any client portals or payment platform, and any electronic services provided by us. The Money Transfer System is proprietary software developed by WePay Nepal

Payin Methods has the meaning given to it in Schedule A section 3.2.

Privacy Act means the Privacy Act 1988 (Cth), as amended from time to time.

Reference Rate Providers mean the entities that we use to provide an exchange rate.

Related Bodies Corporate has the meaning given in the Corporations Act.

Remittance Fees has the meaning given in section 20.1.

Remittance Services mean remittance services, content, features, technologies or functions offered by us and all related websites, applications (including the App), and remittance services (including the Website and API). Please note that Remittance Services means remittance only services and do not include any financial services.

Settlement Amount means the total amount, including the cost of currency acquisition as well as any fees and charges you owe to WePay Nepal, less any prepayment and or other additional payment relating to the Transaction held by WePay Nepal If the Settlement Amount is paid to WePay Nepal electronically, you agree that the Settlement Amount shall not be recallable by you without WePay Nepal’s prior written consent.

Settlement Cut-off Time has the meaning given to it in section 24.

Settlement Date means the date specified as such in the Transaction Confirmation.

Social Media Channels means a variety of technologies that facilitate the sharing of ideas and information among their users including but not limited to Facebook, WhatsApp, Viber, Instagram and TikTok.

Source Currency means AUD as the currency which you fund your Transaction with.

Spot FX means a foreign exchange contract whose rate is agreed on the date of the Transaction for the exchange of two (2) currencies within two (2) Business Days.

Target Currency means the currency which your Beneficiary will receive.

Tax/Taxes means taxes, imposts, duties, levies, charges, fees, withholdings and deductions imposed by statute or any government or governmental authority (including, but not limited to, land tax, stamp duty, goods and services tax, transaction duties, fines and penalties, except if imposed on income).

Transaction(s) includes, but is not limited to transactions of a type negotiated by WePay Nepal involving Spot FX which fall under the Remittance Services, entered into between WePay Nepal and you after date the of these Remittance T&Cs.

Transaction Amount means the total amount requested by you to be transferred to the Beneficiary.

Transaction Confirmation means a document issued by WePay Nepal setting out material details of a Transaction.

Trust has the meaning given to it in section 37.1.

Trust Deed has the meaning given to it in section 37.1(d).

Website means [https://wepaynepal.com/].

WePay Nepal Materials has the meaning given to it in section 34.1.

SCHEDULE A – MONEY TRANSFER SYSTEMS AND YOUR ACCOUNT

1. API AND APP

1.1 We will license the use of the Money Transfer System to you on the basis of the Agreement and subject to any Applicable Laws. We will not sell the Money Transfer System to you. We will remain the owners or licensed user of the Money Transfer System at all times.

1.2 From time-to-time updates to the Money Transfer System will occur. Depending on the update, you may not be able to use our Remittance Services via the Money Transfer System until you have accepted any new terms.

1.3 In consideration of you agreeing to abide by the terms of the Agreement, we grant you a non-transferable, non-exclusive licence to use the Money Transfer Sydney subject to the Agreement. We reserve all other rights.

2. OPENING HOURS

2.1 Opening hours of Money Transfer System. The opening hours of the Money Transfer System are set out on the Money Transfer System. You can view live prices and place live orders during the opening hours.

3. TRANSFERRING MONEY VIA THE MONEY TRANSFER SYSTEM

3.1 How to transfer money into your Account. To transfer money, you need to log in to your Account and follow the steps as they appear on screen. We are not responsible for the money you have transferred until we have received it.

3.2 Payin Methods. You may be presented with one or more methods of payment for example, bank transfer and BPay in these Remittance T&Cs, we call these methods “sPayin Methods”). We do not accept payments via credit or debit cards. The number of Payin Methods made available to you will depend on a number of factors including where you live and your verification status with us. Payin Methods are not part of our Remittance Services, they are services provided by third parties for example, a bank transfer is provided to you by your bank. We cannot guarantee the use of any particular Payin Method and may change or stop offering a Payin Method at any time without notice to you.

3.3 Payment instrument must be in your name. Any payment instrument you use with your chosen Payin Method must be in your name.

3.4 Correct Settlement Amount. Transactions are completed by us on the condition that we receive the Settlement Amount. This shall apply irrespective of whether it has been explicitly stated in receipts or other notices of, or requests for, payment.

3.5 Chargebacks/Recall on your payment instrument. If you selected a Payin Method which gives you chargeback or recall rights, you promise that you will only exercise this chargeback right if:
(i) we have breached the Agreement; or
(ii) there was an unauthorised use of your payment instrument.

You promise that you will not exercise your chargeback right for reasons which we are not responsible, including a dispute with us, your Beneficiary or if there are insufficient funds in your payment instrument. If we need to investigate or take any action in connection with a chargeback raised by you, we may charge you for our costs in doing so and may deduct such amount from your Account.

4. SENDING MONEY

4.1 Setting up payment Instructions. You must set up your Transaction from your Account via the Money Transfer System. Your order may either be:
(i) a “Fixed Source Order” which is a payment order where you indicate that you wish to send and convert a fixed amount of Source Currency to your Beneficiary who will receive the converted amount in the Target Currency; or
(ii) a “Fixed Target Order” which is a transfer where you indicate that you wish to send and convert a fixed amount of Target Currency to your Beneficiary from the Source Currency you pay into WePay Nepal.

You can only set up a Fixed Target Order for certain Source Currencies.

4.2 Information you need to provide to set up a Transaction. To set up a Transaction, you need to provide certain information to us including, but not limited to:
(i) the full name of your Beneficiary;
(ii the Beneficiary Account details or other personal information requested by us to verify the identity of the Beneficiary; and
(iii) Transaction Amount.

You understand and accept that you must always supply us with complete and correct payment details when providing Instructions. When providing Instructions you shall use the form we provide. In the absence of the said information, we are not liable for the completion of the transfer, nor for any delays or extra costs arising from the absence of e.g. the IBAN number and/or BIC code.  

4.3 Transaction limits. We may place limits on the amount you may send per Transaction. For more information on the applicable limits to your Account, please refer to your Account.

4.4 When your Instructions are received. If your Instruction is received by us after 5:30pm on a Business Day or not on a Business Day, your Instruction will be deemed received on the following Business Day.

4.5 What happens after you have submitted your Instruction. Once we have received your Instruction, we will display it under the “History” section of your Account. Each Transaction is given a unique transaction number which you can find there. You should quote this number when communicating with us about a particular Transaction.

4.6 There must be sufficient funds before we can process your Transaction. We will only process your Transaction if we have received the Settlement Amount cleared in our Account . It is your responsibility to fund your Transaction in a timely manner. We cannot be responsible for the time it takes for the money to be sent to us by your bank or payment service provider.

4.7 Verification checks may increase the time for processing your Transaction. We carry out verification checks, and these checks may increase the time it takes to process your Transaction. We cannot be responsible for any delays as a result of carrying out those checks.

4.8 Status of your Transaction. The status of your Transaction will be displayed in your Account (via the Money Transfer System) and you will be able to check the status any time after your Transaction is accepted by us.

4.9 We will use reasonable efforts to ensure funds arrive at your Beneficiary’s account within the notified timeframe. We will use reasonable efforts to ensure that the funds arrive in the Beneficiary’s account within the timelines notified to you. We do not have any control over the time it may take for the Beneficiary’s bank or payment provider to credit and make available the Transaction Amount to the Beneficiary.

4.10 Refusal of your Transaction. If we are unable to complete your Transaction, we will let you know and, if possible, the reasons for the refusal and an explanation on how to correct any factual errors. However, we are not required to notify you if such notification would be unlawful.

4.11 Cancelling your Transaction. Once an Instruction is received by us, you may not cancel it and you are liable for all amounts owed as result.

You must ensure the information you provide to us is correct. You must make sure that the information you provide when setting up a Transaction is accurate. Within one (1) hour of the Transaction Confirmation being made available to you on the Money Transfer System, you must check the Transaction Confirmation carefully and immediately bring any errors or omissions to our attention. If you do not contact us within one (1) hour, the Transaction details in the Transaction Confirmation will be deemed correct.

4.12 What happens if you provide us with incorrect information.
(i) If your funds are sent to the wrong account as the result of a mistake made by you, and we have acted in accordance with your Instructions, we will be under no obligation to recover the funds or to resend the funds to the correct Beneficiary Account.
(ii) If your funds are sent to the wrong account as the result of our mistake, we will take urgent action to recover those funds, provided that you assist us in recovering such funds if the mistaken beneficiary is known to you or is associated with you in some way.

5. EXCHANGE RATE

5.1 The applicable exchange rate. We will let you know the exchange rate:
(i) when you provide us with an Instruction, if it is a guaranteed rate payment order; or
(ii) when we have converted your Source Currency into the Target Currency, if it is a non-guaranteed rate payment order.

5.2 Exchange rate.
(i) Except as specified in section 5.2(ii) below, when we refer to an exchange rate in this Agreement, it means the mid-market exchange rate at the relevant time for the relevant currency pair (for example, AUD to NPR) as provided by our Reference Rate Providers. We may change our reference rate provider from time to time without notice to you.
(ii) For some currencies, we cannot use the mid-market exchange rate as we are required to use a different reference rate for the exchange rate for your currency pair. For these currencies we will notify you of the reference rate used for the exchange rate when you place your payment order.

6. MAINTAINING YOUR ACCOUNT

6.1 Transaction history is displayed on your Account. All of your Transactions (including money you have received and/or sent) are recorded in the transaction “History” section of your Account. You may access this information after you log in to your Account. We have allocated a unique transaction number to each Transaction, you should quote this number when communicating with us about a particular Transaction.

6.2 Check your Account regularly. You must check your Account regularly and carefully and contact us immediately if you do not recognise a Transaction or think we have made a payment incorrectly. You must tell us about:
(i) any unauthorised Transactions immediately, but no later than five (5) Business Days from the Transaction; otherwise you may not be entitled to have any errors corrected; and
(ii) any incorrect Transactions executed by you within one (1) hour as required in section 17 of these Remittance T&Cs;

otherwise you may not be entitled to have any errors corrected.

6.3 No negative balance in your Account. If you owe us money as a result of a chargeback, reversal of a transaction, deduction of fees or any other action carried by you, this will be reflected in your Account and you promise to repay the negative balance immediately without any notice from us. We may send you reminders or take such other reasonable actions to recover the negative balance from you, for example, we may use a debt collection service or take further legal action. We will charge you for any costs we may incur as a result of these additional collection efforts.

6.4 Taxes. You are responsible for any taxes which may be applicable to payments you make or receive, and it is your responsibility to collect, report and pay the correct Tax to the appropriate Tax authority.

7. FEES FOR USING YOUR ACCOUNT

7.1 You must pay our fees. You must pay the fees in connection with the use of our Remittance Services. We will not process your Transaction until we have received the Settlement Amount from you.

7.2 You can see any fees applicable to you on the Money Transfer System. We will let you know the Settlement Amount when you set up your Instruction. For clarity, the fees applicable to you as set out on the Money Transfer System form part of the Agreement which may be subject to change.

8. CLOSING YOUR ACCOUNT

8.1 You may close your Account at any time. You may end these Remittance T&Cs and close your Account at any time by contacting Customer Support.

8.2 You are responsible for your Account after closure. You agree that you will continue to be responsible for all obligations related to your Account even after it is closed.