• Anti-Money Laundering Policy means the policy available on the Portal which sets out inter-alia TransferMate’s compliance with the regulations, legislation, codes, guidelines and any other regulatory directions of any jurisdiction which govern anti-money laundering and countering the financing of terrorism.
• Business Day means any day TransferMate is open for business for the purposes of executing transactions, and excludes Saturday and Sunday, and any other day which is a US Federal or National holiday.
• Biller or You or Your means a party who wishes to use the Service to facilitate Student/Payers discharging invoice(s), and includes where the context so permits, Your nominated users and authorized agents.
• Biller Marks means all trademarks, service marks, logos and other distinctive brand features of Biller that are used as set out in the Onboarding Form.
• Confidential Information means all information exchanged in relation to the Services in whatever form that is disclosed by one party to the other party, whether or not marked as confidential, but only to the extent a reason¬able person would consider such information as confidential.
• Data Protection Law means the data protection and information privacy laws of as amended, revised or replaced from time to time and to the extent applicable to this Agreement or the Services in Biller’s state and jurisdiction.
• Effective Date means 30 June 2021
• Fee means the sum owed by Student/Payer to the Biller.
• Intellectual Property Rights (“IPR”) means all intellectual property rights, including patents, supplementary protection certificates, petty patents, utility models, trademarks, database rights, rights in designs, copyrights (including rights in computer software) and topography rights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions.
• Onboarding Form means the form completed by the Biller which forms part of the Agreement, and once entered by Biller binds the Biller to the terms of the Onboarding Form and this Agreement.
• Refund means the payment by the Biller of some or all of the Fees to the Student/Payers following the Biller’s determination or agreement with the Student/Payers that such a payment was due.
• Refund Services mean the regulated service whereby TransferMate enables the Biller to make a Refund.
• Refund Terms means the terms and conditions set out at Schedule 1 herein which shall bind the Parties should the Biller wish to avail itself of the Refund Services offered by TransferMate.
• Portal means the website on which the Service, including the Refund Services, is delivered to You and on which You must register to avail of the Service.
• Refund Service means the bespoke service set out herein, whereby TransferMate refunds Student/Payers on behalf of the Billers.
• Registration Form means the online form which must be filled out by Student/Payers transferred using the Registration Site to TransferMate.
• Registration Site means the payments site by which Student/Payers access the Services.
• Recipients means in relation to a party, its directors, officers, employees, sub-contractors and professional advisers, and any 3rd party (on condition that the 3rd party has entered an appropriate confidentiality agreement with the party making the disclosure), who need to receive and consider the Confidential Information for the purposes of this Agreement.
• Services mean the services provided by TransferMate under this Agreement, which are specified in greater detail in clause 2, and includes the Refund Services where applicable.
• Student/Payer means any person accessing the Registration Site to pay Fees to Biller, including their authorized agents who may act on their behalf.
• Term means the period commencing on the Effective Date and continuing until such time as this Agreement is terminated in accordance with clause 9.
• Associate Bank means Wells Fargo Bank, N.A. and its affiliates
• TransferMate, We, Us or Our mean TransferMate Inc. trading as TransferMate, TransferMate Global Payments and such other names under which We may from time to time do business as, whether such name is registered or unregistered, and any present or future entity that controls or is controlled by, or is under common control with TransferMate. TransferMate IPR means the IPR in the TransferMate Marks and such other information as may be provided by TransferMate to Biller in connection with this Agreement and any enhancements or modifications thereto.
• TransferMate Marks means TransferMate trade names, trademarks, logos and other TransferMate designations.

• 1.1. All Services provided by TransferMate shall be governed by these terms (hereinafter the “Ts & Cs”), the Onboarding Form, and the Refund Terms where applicable (collectively the “Agreement”). In the event of a conflict between these parts, the following order of precedence shall apply:
  • 1.1.1. Ts & Cs
  • 1.1.2. the Onboarding Form; and
  • 1.1.3. The Refund Terms.
• 1.2. any reference to a "party" is a reference to a party to this Agreement and a reference to a "party" includes a reference to that party's successors in title, assignees and transferees (if any);
• 1.3. the clause headings are included for convenience only and shall not affect the interpretation of these General Terms;
• 1.4. any reference to a statute, statutory provision, subordinate legislation, code or guideline ("legislation") is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and
• 1.5. any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
• 1.6. The provisions of this Agreement shall be subject to all applicable statutes, laws, rules and regulations, including, without limitation, the applicable provisions of the state law of the state in which the Biller is located. To the extent that any provision contained herein conflicts with any such applicable provision of law or regulation as it relates to the governance and operation of the Biller within the state, the latter shall take precedence. The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the applicable governing law.

• 2.1. TransferMate’s responsibility is to provide the Biller with a means of receiving Fees from Student/Payers, using the platform provided and managed by TransferMate.
• 2.2. Biller confirms by entering this Agreement it will provide its appropriate bank account information directly to TransferMate through the Portal.
• 2.3. In the event that Biller wishes to avail of the Refund Service, Biller shall use the Portal to process refunds to Student/Payers. Biller acknowledges that TransferMate shall be solely responsible for the delivery of the Refund Service, and that the Associate Bank has no involvement or oversight of this.

• 3.1. TransferMate will onboard the Biller and perform the required Anti-Money Laundering requirements (“AML”) to ensure Biller has access to TransferMate’s payments systems (meaning a request, review and approval of the Onboarding Form).
• 3.2. TransferMate shall provide the Services throughout the Term.
• 3.3. TransferMate shall not, by any act or omission, do anything which in Biller's reasonable opinion is capable of adversely affecting Biller's standing or reputation.
• 3.4. TransferMate shall not do anything which may prejudice Biller's rights in Biller IPR, weaken their validity or diminish their associated goodwill.
• 3.5. TransferMate endeavors to ensure that the Portal and Registration Site are available at all times, however We make no commitment as to their respective uptimes, save that We shall take all reasonable steps to prioritize that unavailability shall fall outside of 4am to 7pm Pacific Time on Business Days (the "Core Hours"). You acknowledge and agree that We shall, from time to time, need to perform scheduled maintenance and required repairs to the Service, Registration Site and Portal, which may require that unavailability from time to time. We shall use all reasonable endeavors to minimize the impact and duration of any such maintenance work, specifically by scheduling this maintenance work outside of Core hours, however We shall incur no liability for this downtime.
• 3.6. As part of the ongoing delivery of the Services, TransferMate shall:
  • 3.6.1. perform due diligence to verify the Student/Payer’s identity and monitor transactions for suspicious activity;
  • 3.6.2. comply with its obligations as Data Processor in accordance Data Protection Law as detailed in clause 5.

• 4.1. Biller shall provide all required documentation and information to Us (and Our Associate Bank where appropriate), confirm compliance with Our Anti-Money Laundering Policy (as may be modified from time to time) and complete any documentation reasonably requested by Us. Until You have completed this process (the "Enrollment Process") You will be unable to avail of the Service.
• 4.2. To enable Us to provide Services to You, You must first create the Portal by:
  • 4.2.1. complying with the Enrollment Process, including updating documents provided;
  • 4.2.2. logging into the Service with details provided during the Enrollment Process;
  • 4.2.3. creating a unique URL which is available and is neither a breach of IPR nor offensive or misleading;
  • 4.2.4. uploading Your company logo which must comply with the parameters specified by Us at the time (such parameters may include but not be limited to using a specific file type, size limit and dimensions); and
  • 4.2.5. providing Us with such additional information that We may reasonably deem necessary during this process.
• 4.3. comply with its obligations as Data Controller in accordance with Data Protection Law as detailed in clause 7.

• 7.1. In this Agreement, the terms Personal Data, Data Processor, Supervisory Authority, Data Subject, Process, Processing, and Data Controller are as defined in the Data Protection Laws, and cognate terms shall be construed accordingly. Subprocessor means any person (including any third party, but excluding an employee of TransferMate or an employee of any of its sub-contractors) appointed by or on behalf of TransferMate to process Student/Payer Personal Data in connection with this Agreement
• 7.2. Both Parties acknowledge that in performing its obligations under this Agreement and in the Biller availing of the Services, TransferMate may process Student/Payer Personal Data and shall at all times comply with its then in force Privacy Policy. TransferMate may receive this Student/Payer Personal Data directly from Student/Payers, in which scenario Student/Payers are both Data Controllers and Data Subjects, and TransferMate is the Data Processor of the Student/Payer.
• 7.3. Alternatively, the Student/Payer Personal Data may be under the control of the Biller, and provided by the Biller to TransferMate on the express instructions of Biller in order to deliver the Services. In such circumstances, the Parties acknowledge that Biller is the Data Controller and the TransferMate is the Data Processor in respect of the Student/Payer Personal Data received from Biller, and that TransferMate shall comply with Biller instructions with regard to the Student/Payer Personal Data.
• 7.4. TransferMate agrees that it shall acquire no rights or interest in the Personal Data received under clause 6.3, and shall only Process the Personal Data in accordance with this Agreement and any other written instructions of the Biller unless required to do so by applicable Data Protection Law to which the Data Processor (or its Subsidiaries) is subject, and in such a case, the Data Processor shall notify the Biller of that legal requirement before Processing, unless that law prohibits such notification.
• 7.5. Biller understands that the delivery of the Services shall necessitate TransferMate on occasion to transfer Personal Data internationally, and the Biller consents to such transfer on the understanding that TransferMate shall take the necessary legal and contractual safeguards to ensure that the data transfer is compliant with the applicable Data Protection Law.
• 7.6. TransferMate agrees to assist the Biller, including taking appropriate technical and organizational measures, to respond to requests by Student/Payers (in their capacity as Data Subjects who had provided Personal Data to the Biller, exercising their rights under Data Protection Law), within such reasonable timescale as may be specified by the Biller.
• 7.7.TransferMate shall assist the Biller within such reasonable timescale as may be specified by the Biller with compliance with the Biller's obligations pursuant to:
  • 7.7.1. implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
  • 7.7.2. notifying Data Subjects and regulators as applicable where there has been a Personal Data breach; and
  • 7.7.3. conducting data protection impact assessments when required.
• 7.8. TransferMate will ensure that its Personnel who Process Personal Data under this Agreement are subject to obligations of confidentiality in relation to such Personal Data.
• 7.9. TransferMate shall implement appropriate technical and organizational measures to assure a level of security appropriate to the risk to the security of Personal Data, in particular, from accidental or unlawful destruction, loss, alteration, unauthorized, disclosure of or access to Personal Data including:
  • 7.9.1. the pseudonymisation and encryption of Personal Data;
  • 7.9.2. the ability to ensure the ongoing confidentiality, integrity and availability and resilience of TransferMate's systems used for such Processing;
  • 7.9.3. the ability to restore the availability and access to Personal Data in the event of an incident; and
  • 7.9.4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing.
• 7.10. TransferMate agrees that neither it nor its Subsidiaries shall engage any third party to Process the Personal Data of Student/Payers provided by the Biller, without imposing on such third party, by means of a written contract, the same data protection obligations as set out in this Agreement and shall ensure that if any third party engaged by TransferMate in turn engages another person to Process any Personal Data, the third party is required to comply with all of this clause’s obligations in respect of Processing of Personal Data.
• 7.11. TransferMate shall make available to Biller all information necessary to demonstrate compliance with the obligations set out in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Biller or another auditor mandated by Biller.
• 7.12. On termination or expiry of this Agreement (or at any other time on request by the Biller), TransferMate shall return or permanently erase, at the election of Biller, all copies of Personal Data received and/or processed by it under this Agreement unless European Union or Member State law requires retention of the Personal Data.

• 8.1. TransferMate (and where applicable its affiliates, suppliers or licensors) are the sole and exclusive owner(s) of all IPR which forms directly or indirectly (1) the Service, (2) the Registration Site, (3) the Portal or (4) any other IPR arising from Your use of the Service or other ancillary services. This Agreement does not grant You title to or any ownership rights or interest, but only a right of limited use as expressly set forth in this Clause 8.
• 8.2. You are hereby granted a non-assignable, non-exclusive and limited licence to print and download extracts of IPR from the Registration Site and the Portal regarding the Service for Your own use on condition that:
  • 8.2.1. You are only to use the contents as authorized by Us;
  • 8.2.2. no documents or related graphics are modified in any way;
  • 8.2.3. no graphics are used separately from the corresponding text;
  • 8.2.4. Our copyright and trademark notices appear in all copies;
  • 8.2.5. You acknowledge that the names, images and logos identifying Us, Our products and services, are proprietary marks belonging to Us; and
  • 8.2.6. no part may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Our prior written permission.
• 8.3. You acknowledge and agree that all content on the Registration Site, the Portal or otherwise accessible on the Service is protected by copyright, trademark, patents and other proprietary rights and laws.
• 8.4. Any unauthorized use or any breach of this Clause 8 will result in immediate termination of the Agreement whereby You must on request from Us immediately destroy any downloaded or printed extracts from the Service, Registration Site or Portal. This license is conditional on Your continued compliance with these Terms and Conditions and any rights not expressly granted herein are reserved.
• 8.5. Derivative use of the Service, Registration Site or Portal is strictly prohibited, including any use of data mining, robots or similar data gathering, reverse engineering and extraction tools irrespective of whether there is an intent to damage or impair the Service, and any such activities shall be deemed a material breach of these Terms and Conditions.
• 8.6. On termination of this Agreement, the license herein granted ceases with immediate effect.

• 9.1. We, any other party (whether or not involved in creating, producing, maintaining or delivering the Service, Registration site or the Portal), and any of Our officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any type of incidental, punitive, special, indirect or consequential damages arising from or connected in any way to, the Service, the Registration Site or the Portal, that may result to You or a third party. This includes, without limitation, any indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, business interruption, loss of use, loss or damage due to viruses, or other loss or damages, even if advised of the possibility of such damages, whether arising under any theory of contract, tort (including negligence), strict liability or otherwise.
• 9.2. Nothing in these Terms and Conditions will exclude or limit Our liability for:
  • 9.2.1. Death or personal injury;
  • 9.2.2. Fraud;
  • 9.2.3. Misrepresentation as to a fundamental matter; or
  • 9.2.4. Any liability which cannot be excluded or limited under applicable law.
• 9.3. If Your use of material on the Service, Registration Site or Portal results in the need for servicing, repair or correction of equipment, software or data, You assume all costs thereof.
• 9.4. We are entitled to assume that all transactions entered using Your usernames and passwords are authorized by You. We shall not be liable in any way for any direct, indirect or consequential loss suffered by You as a result of any transactions entered using these usernames and passwords.
• 9.5. Other than as set out in Clause 3.5, We will not be liable for any
  • 9.5.1. suspension, withdrawal or termination of Your access to the Service or Portal; or
  • 9.5.2. interruptions to the Service.
• 9.6. Our liability to You is limited to the lesser of (i) the amount paid by You hereunder during the three (3) month period immediately preceding the date the loss or damage first occurs, or (ii) $5,000. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so, to the extent not allowed by law, some of the above limitations may not apply.
• 9.7. Neither party shall be liable in contract, tort (including negligence) or breach of statutory duty or in any other way for any of the following suffered or incurred by the other party arising out of or in connection with this Agreement:
  • 9.7.1. any loss arising from or in connection with loss of revenues, profits, data, contracts or business or failure to realize anticipated savings;
  • 9.7.2. any loss of goodwill or reputation or any special, indirect or consequential losses;
  • 9.7.3. any incomplete, inaccurate or misleading information provided by Student/Payers; or
  • 9.7.4. any loss resulting from the Student/Payers failure to adhere to TransferMate’s Terms of Use and in and particular failing to pay the Fees within the time prescribed by TransferMate’s Terms of Use, save for items covered under clause 10.1.2.
• 9.8. Except as expressly provided for in this Agreement all conditions, warranties and representations implied by statute, common law or otherwise are excluded to the extent permitted by applicable law.

• 10.1. To the extent allowed by applicable law, You indemnify, defend and hold Us (including for this purpose all of TransferMate's subsidiaries and holding companies and all other subsidiaries of such holding companies) harmless against any and all costs, liabilities, losses, and expenses (including but not limited to reasonable legal fees) suffered by Us, which may result from
  • 10.1.1. Your misuse of the Service or Portal,
  • 10.1.2. Your breach of the Agreement,
  • 10.1.3. any failure by You to comply with the law.
  • 10.1.4. where the Student/Payer successfully recalls Fees paid to TransferMate by card or direct debit/ACH (or equivalent scheme) which TransferMate has subsequently transferred to Biller (in which case the Indemnity will operate to allow TransferMate claim those Fees back from Biller and Biller will engage with Student/Payer for the potential breach of any legal obligations owed to Biller by Student/Payer, and in such a case the value of the indemnity shall be limited to the Fees paid and subsequently recalled by that Student/Payer).
  • 10.1.5. claims from Student/Payers as a result of TransferMate’s provision of the Refund Service in compliance with the requests of the Biller (where applicable), except for claims arising from TransferMate’s negligence, breach of contract or wilful intent;
  provided in respect of the matters at Clauses 10.1.1 to 10.1.5, (1) Biller is promptly notified of the Claim by TransferMate provided that the failure to so notify the Biller will not relieve the Biller of its obligations hereunder except to the extent such failure has actually materially prejudiced the Biller; (2) the Biller has sole authority and control over the defence of the claim; (3) TransferMate provides reasonable cooperation and assistance in the defence or settlement of the claim; and (4) TransferMate undertakes to take reasonable steps to mitigate any loss, damage or expense with respect to the claim. Biller will not agree to any settlement of a claim that includes an admission of liability on the part of the TransferMate or that imposes any obligation on or otherwise materially affects TransferMate without TransferMate’s prior written consent, which consent will not be unreasonably withheld.
• 10.2. TransferMate will indemnify Biller and keep Biller indemnified and hold Biller harmless against all actions, threats, proceedings, liabilities, losses, damage, costs (including reasonable legal costs) and expenses whatsoever which may be made against Biller arising out of or in connection with any breach by TransferMate of its obligations and warranties under this Agreement.

• 11.1. On completing the Enrollment Process You shall have access to the Service until such time as such access is terminated as set out in this Clause 11.
• 11.2. You may cancel Your access to the Service at any time by giving Us written notice. You will remain responsible for any transactions made on the Portal through the Service up until access to the Portal is actually disabled.
• 11.3. We may terminate, suspend or withdraw Your access to the Service at any time without prior notice if:
  • 11.3.1. We suspect that You have breached these Terms and Conditions, or have acted fraudulently.
  • 11.3.2. We learn or have reason to believe:
  • 11.3.3. Of Your death, bankruptcy or lack of legal capacity;
  • 11.3.4. That You have committed an act of bankruptcy or that a bankruptcy petition has been presented against You; or
  • 11.3.5. That a liquidator or receiver has been appointed in respect of Your assets.
  • 11.3.6. We otherwise deem such termination, suspension or withdrawal appropriate, in Our sole discretion.
• 11.4. It is a condition of the continuation of Your access to the Service that both You and We remain in a commercial relationship with the Associate Bank. In the event that either of these commercial relationships is terminated (for whatever reason) then both parties agree that within 1 Business Day of the effective date of the termination, that this Agreement shall be terminated.
• 11.5. In the event of termination in accordance with this Clause 11:
  • 11.5.1. access to the Service and the Portal shall be immediately removed;
  • 11.5.2. We shall have no obligation to deal with any Fee requests uploaded by You to the Portal, including requests for which We are already in receipt of Fees from the Student/Payer at the time of termination; and
  • 11.5.3. all outstanding Fee requests shall be cancelled.
• 11.6. The respective obligations of parties, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding IPR, Confidential Information, limitation of liability and indemnification, shall survive the termination, suspension, withdrawal or cancellation of the Service.

• 12.1. Each party undertakes to the other that in respect of the Confidential Information of the other party it will:
  • 12.1.1. treat the Confidential Information as confidential;
  • 12.1.2. not disclose the Confidential Information to anyone other than its Recipients without the prior written consent of the other party; and
  • 12.1.3. not use the Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement.
  • 12.1.4. Clause 12 shall survive expiration or termination of this Agreement.
• 12.2. The provisions of this clause shall cease to apply to:
  • 12.2.1. information that has come into the public domain other than by breach of this clause or any duty of confidence;
  • 12.2.2. information that is obtained from a third party without breach of this clause or any other duty of confidence;
  • 12.2.3. information that is known by either party, in connection with the other party, and which has been disclosed to either party by a third party, other than TransferMate or an agent or Recipient of either of them and not in breach of any duty of confidence; and
  • 12.2.4. information that is required to be disclosed by a government body or court of competent jurisdiction or by state or federal law but that does not remove the fact that the information remains confidential and cannot be disclosed to other parties as a result of being required by a government body, court of competent jurisdiction or by state or federal law.

• 13.1. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

• 14.1. In this Agreement, "force majeure" shall mean any cause preventing either party from performing any or all of its obligations which arises from or is attributable to strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage (excluding malicious damage involving the employees of the affected party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors and, where they are beyond the reasonable control of the party so prevented, any other acts, events, omissions or accidents.
• 14.2. Neither party will be held in breach of this Agreement in the event of any delay or failure to perform its obligations by reason and to the extent and duration of any force majeure event.

• 15.1. Where an official complaint in relation to the Service is received by Us (and in this Clause 15, We may include the Associate Bank), We will record the nature of the complaint and issue an acknowledgment email to You within 5 Business Days of receiving Your complaint. The official complaint must be made by a phone call (You may also write, although this will slow down the process), and confirm that You wish to enter this process. Please direct Your complaint to 1-877-201-9639.
• 15.2. We will investigate your complaint as swiftly as possible and where applicable, You will receive a regular written update on the progress of the investigation.

• 16.1. The failure by either party to enforce at any time any of the terms of this Agreement shall not be deemed to be a waiver of its rights hereunder.
• 16.2. TransferMate shall be entitled to sub-contract any or all of its obligations or assign or sub-license any or all of its rights under this Agreement to existing sub-contractors or members of its group, and in the event that TransferMate wishes to sub-contract any or all of its obligations or assign or sub-license any or all of its rights under this Agreement to a new sub-contractor, TransferMate shall notify Biller of such in advance of so doing, and in the event that Biller has a reasonable objection, then Biller may terminate the Agreement without notice to TransferMate where no agreeable alternative is provided by TransferMate.
• 16.3. This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, representations, understandings or arrangements between the parties. The parties acknowledge that they are not relying on any agreement, understanding, arrangement, warranty, representation or term which is not set out in this Agreement. Nothing in this clause shall limit or exclude liability for fraud.
• 16.4. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
• 16.5. Any notice under this Agreement shall be given by email to the email address and for the attention of the relevant party set out in the Onboarding Form, except for a notice of default and/or termination of the Agreement which shall also be provided via registered post.
• 16.6. We may modify this Agreement at any time and You shall be provided with at least 30 days notice prior to the changes taking effect to the Service.
• 16.7. Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
• 16.8. This Agreement shall be governed by the laws of the state in which the Biller is located and each party irrevocably submits to the exclusive jurisdiction of courts within that state.

These Refund Terms apply to the Biller’s use of the Refund Service. Capitalised words not defined herein are defined in elsewhere the Ts & Cs.

1. Definitions

Booking Reference means the reference number specific to Biller’s Refund which TransferMate will give to Biller, which will enable all parties to identify the Refund.

Contract means the agreement formed between the parties regarding a Refund which is subject to these Refund Terms

Nominated Account means TransferMate bank account to which Biller’s Order Funding is required to be made.

Funding Account means the Biller’s bank account from which TransferMate will collect funds during the Order Funding process.

Order means the request from Biller to TransferMate to undertake a Refund.

Order Funding means the process by which the Biller remits funds to the Nominated Account for the purpose of executing a Refund.

Refund means the request from a Biller to TransferMate to undertake an Order for the return of funds to a Student/Payer when those funds were received by the Biller through the Service.

Privacy Policy means the policy set out on the Portal which governs how the TransferMate complies with its data protection obligations.

Same Day Processing refers to TransferMate’s ability to process a Refund on the same Business Day as the day on which Biller’s Order Funding is received by TransferMate in cleared funds in the Nominated Account.

Standard Fee Schedule means the schedule of fees set out on the TransferMate Site.

Refund Service means the services provided by TransferMate over the telephone or email, via Biller’s Account or otherwise accessed on the TransferMate Site, which enables Biller to make Refunds and avail of Receivables Service (where applicable).

• 2.1. TransferMate provides money remittance services with a foreign exchange element for the purpose of initiating a Refund.
• 2.2. Some legal or regulatory authorities may require additional documents and information regarding Biller or particular Refunds. Biller agree to supply all such documents and information, which any legal or regulatory authority may require.
• 2.3. Until Biller take the steps set out at Clauses 3 and 4 to conclude a Refund, neither Biller nor TransferMate shall have any financial obligations towards the other party for the Refund Service, nor are the parties under any legal obligation to conclude Refunds in respect of the Refund Service.

• 3.1.To engage with TransferMate to conclude a Refund, Biller must first initiate an Order by:
  • 3.1.1. using the means set out at clause 3.2 to request TransferMate to:
    • 3.1.1.1. pay funds to a Student/Payer; and
  • 3.1.2. providing TransferMate with:
    • 3.1.2.1. Biller’s Funding Account, including names, numbers and particulars of the account holders;
    • 3.1.2.2. the amount to be transferred and the currency in which the Refund is to be effected;
    • 3.1.2.3. sufficient information for TransferMate to identify Student/Payer details from the original payment made by the Student/Payer to the Biller;
    • 3.1.2.4. the purpose for making the Refund;
    • 3.1.2.5. other information or documentation that TransferMate may require, including but not limited to specific requirements in some jurisdictions (such as those required for currency control reasons).
• 3.2. The means by which Biller may place an Order are by providing the information set out at Clause 3.1, adhering to the Security Guidelines, and contacting TransferMate by logging into the Portal.
• 3.3. Biller is solely responsible for ensuring that all details Biller provide at clause 3.1 are correct. TransferMate will do everything TransferMate reasonably can to rectify any errors, inaccuracies or omissions in Biller’s Refund, but this may lead to a delay or failure in processing Biller’s Refund. TransferMate will not be liable for any loss, damage, cost or expense suffered by Biller or any party as a result of any such errors, inaccuracies or omissions in Biller’s placement of an Order.
• 3.4. TransferMate may act on an Order from, or purporting to be from the Biller until TransferMate has received prior written notice to the contrary and a reasonable opportunity to act on such notice.
• 3.5. In addition to initiating a single Order as set out herein, Biller may be provided with the option to effect a Refund by uploading a batch of Orders as set out at clause 6 of these Refund Terms (this capability is known as a “Mass Upload”).

• 4.1. Biller’s Order constitutes an invitation from Biller for TransferMate to negotiate a Refund with Biller. TransferMate’s response to Biller’s Order (by the means set out at Clause 4.2) represents a legal offer from TransferMate for Biller to enter a Refund subject to certain conditions set out in the offer. This offer must be accepted by Biller, following which the Contract is formed between the parties subject to the Refund Terms.
• 4.2. This Contract can be concluded by the means of placing an Order set out at Clause 3.2 , and subject to TransferMate getting suitable confirmation of certain details from the Student/Payer where required. In each instance the Biller’s Order serves as Biller’s acceptance of the Refund Terms as governing the offer made by TransferMate to enter the Contract for a Refund.
• 4.3.Non-negotiation of Refunds:
  • 4.3.1. TransferMate reserves the right to request further documents and information before entering negotiations with Biller in respect of an Refund;
  • 4.3.2. Refunds are subject to a minimum and maximum transaction value determined by TransferMate, and TransferMate may decline to negotiate an Refund which falls outside of these value points, notwithstanding that prior Refunds of equivalent value were not declined; and
  • 4.3.3. TransferMate may notify Biller of TransferMate’s refusal to negotiate a Refund without giving any reason. TransferMate will have no liability to Biller as a result of doing so.
• 4.4. Cancellation of Refunds:
  • 4.4.1. In the event of Biller’s having formed a Contract with TransferMate in error, Biller is advised to contact TransferMate immediately on receipt of the Booking Confirmation requesting the Contract to be cancelled. Any loss arising on such cancellation will be charged to Biller and payable by Biller, and there may be additional cancellation fees attaching to Biller’s request as set out on the TransferMate Site or otherwise negotiated.
• 4.5. Non-execution or Delays in Refunds:
  • 4.5.1. Notwithstanding the formation of a Contract, TransferMate hereby reserve a contractual right to delay or not to complete the execution of the Refund in instances where:
    • 4.5.1.1. abnormal and unforeseeable circumstances beyond TransferMate’s control or prohibit or limit TransferMate executing the Refund;
    • 4.5.1.2. legal obligations covered by applicable regulations make the execution of the Refund a potentially illegal or non-compliant action;
    • 4.5.1.3. TransferMate’s Anti-Money Laundering Policy requires so, or where any requirement under the Anti-Money Laundering Policy cannot be met to TransferMate’s satisfaction;
    • 4.5.1.4. due to the automation of the Transaction Service, errors in quoted rates may have occurred leading to the provision to Biller of erroneous rates at the time of placing the Refund;
    • 4.5.1.5. errors, inaccuracies or omissions in Biller’s Refund may mean that a Refund cannot be completed (meaning TransferMate’s making the Final Transfer) as scheduled;
    • 4.5.1.6. the Student/Payer fails to provide approval where required and/or additional documentation required for Refund execution.
  • 4.5.2. TransferMate shall endeavour to inform Biller as soon as possible in the event of non-execution of the Refund as set out in Clause 4.5.1 and in any event no later than the next Business Day, together with the reason for the failure unless TransferMate is prevented (in its sole discretion) from disclosing same to Biller. TransferMate shall endeavour to complete the Refund if the impediment preventing execution can be removed, or where applicable, when the errors, inaccuracies or omissions are corrected.
  • 4.5.3. Where the provisions of clause 4.5.1 lead to the non-completion of or a delay in execution of a Refund, any commitments provided by TransferMate as to the timing of making the transfer to the Student/Payer may be adversely impacted, and therefore TransferMate accept no liability for the non-completion of, or a delay to completing, a Refund.
• 4.6. Effecting the Order Funding:
  • 4.6.1. Under these Refund Terms, Biller is legally obliged to complete the Order Funding with the agreed amount from the Booking Reference within 2 Business Days of the date on which the Contract is entered (the “Settlement Date”). Accordingly this Contract is suitable only if Biller is able to deliver, on or before the Settlement Date, the currency Biller have agreed to buy from TransferMate.
  • 4.6.2. Delivery of the Order Funding shall be by the method set out at clause 5. Under no circumstances shall TransferMate accept an Order Funding by any other means.
  • 4.6.3. A failure by Biller to effect the Order Funding in full and by the Settlement Date is a breach of the Contract, in which event TransferMate will cancel the order and charge any applicable cancellation fees as set out in the Standard Fee Schedule or otherwise negotiated.
  • 4.6.4. The time and date of receipt and recognition by TransferMate of the Order Funding is the date at which the Order Funding is received by TransferMate in cleared funds in TransferMate’s Nominated Account. Biller must make allowances for this in order to ensure Biller comply with Biller’s obligations under the Contract.
• 4.7. Processing the Refund to the Student/Payer (the “Final Transfer”):
  • 4.7.1. The time at which TransferMate receive the Order Funding in cleared funds in TransferMate’s Nominated Account and the approval from the Student/Payer (where applicable) determines the time at which TransferMate can process the Final Transfer. Same Day Processing is possible in respect of certain currency transfers and dependent on applicable time zones, however TransferMate undertake that it shall process the Refund and make the Final Transfer no later than the next Business Day following the receipt of the Order Funding in cleared funds and approval from the Student/Payer (where applicable).
  • 4.7.2. The amount credited by way of Final Transfer to the Student/Payer will be net of fees, charges, commissions and any interest due.
• 4.8. A confirmation of the Final Transfer (the “Refund Confirmation”) will be issued to Biller’s Portal. The Refund Confirmation will detail (where applicable):
  • 4.8.1. the Booking Reference which enables Biller to identify the Refund, which shall also be provided to the Student/Payer unless Biller expressly request TransferMate not to make such disclosure. TransferMate represents and warrants that TransferMate will exercise ordinary care in releasing this information.
  • 4.8.2. the date on which the Refund was effected;
  • 4.8.3. the value date of the Refund;
  • 4.8.4. a breakdown of the fees and charges payable by Biller;
  • 4.8.5. the exchange rate used and the amount of the Final Transfer after the currency conversion; and
  • 4.8.6. additional and further information as may be requested by Biller subject to an additional charge.
• 4.9. Upon Biller becoming aware of any unauthorised or incorrectly executed Refund, Biller must notify TransferMate without delay. Where TransferMate establishes that the Refund was unauthorised or erroneously effected by TransferMate, TransferMate shall refund to Biller, the amount of the unauthorised or erroneous Refund plus any charges thereon.
• 4.10. Biller irrevocably agrees that TransferMate may retain any Order Fundings transmitted to TransferMate pursuant to these Refund Terms, if TransferMate learns that there is a suspicion that Biller may have breached any laws or regulations, or if TransferMate is required to do so by any legal or regulatory authorities. Such retained Order Fundings shall not bear interest against TransferMate.

• 5.1. By Automated Clearing House (‘ACH’) payments:
  • 5.1.1. The Biller is responsible for ensuring that ACH direct debit authority is configured for the Funding Account, and that only authorised signatories on the Funding Account have debit authorization, and confirms Biller shall indemnify TransferMate for any losses incurred by TransferMate as a result of errors made by Biller with respect to the debit authorization.
  • 5.1.2. Biller is obliged to ensure that (1) there are sufficient funds in Biller’s Funding Account to meet the ACH direct debit call and (2) sufficient funds remain in Biller’s Funding Account until the direct debit has cleared. If an Order Funding by way of ACH direct debit does not reach the Nominated Account due to insufficient funds or for any other reason, TransferMate will make one (1) additional ACH direct debit request for the Nominated Account.. TransferMate shall never facilitate a shortfall from Biller, nor does TransferMate offer any credit facility where Biller is delayed in completing an Order Funding.
  • 5.1.3. TransferMate reserves the right to limit the amount of funds to be taken by ACH direct debit.
  • 5.1.4. If an ACH direct debit is inactive for a period of 9 months or more, TransferMate reserves the right to deactivate the option to pay by DD/ACH without prior notice to Biller or to request Biller to update the DD/ACH Mandate.
  • 5.1.5. In order to cancel an ACH direct debit, Biller must contact Biller’s bank to cancel. TransferMate cannot do this on Biller’s behalf.
• 5.2. Other than by availing of the means set out at clause 5.1, no other means is available for funding the Nominated Account, specifically TransferMate does not accept cash, cheques or any equivalent. Any attempts by Biller to make the Order Funding by any such prohibited means shall be invalid under the Contract, causes a delay and potentially a breach of the Contract.
• 5.3. Unless otherwise agreed with Biller, TransferMate does not have nor does TransferMate request, any access to the Funding Account and shall not unilaterally debit funds from Biller’s Funding Account. Biller must initiate the Order Funding to the Nominated Account.
• 5.4. TransferMate reserves the right to reject funding from sources that TransferMate may reasonably believe or suspect may breach the laws and regulations of any jurisdiction, or that would meet the standards in TransferMate’s Anti-Money Laundering Policy.

• 6.1. The term Mass Upload refers to the capability for Biller to provide TransferMate with a single instruction file containing multiple Orders, on receipt of which TransferMate endeavour to complete multiple Refunds.
• 6.2. On request from Biller, TransferMate shall provide Biller with a template setting out the information required by TransferMate to process a Mass Upload.
• 6.3. Biller is required to follow this template and produce a statement listing the applicable Refunds (the “Uploaded File”).
• 6.4. Biller is required to ensure all appropriate sign-off for the Uploaded File have been adhered to as the submission of the Uploaded File constitutes an Order.
• 6.5. TransferMate reserve the right to notify Biller (including by prescribing same on the TransferMate Site) of any modified technical requirements or file size limitations during the Mass Upload process, and Biller must adhere to these specifications in effecting a valid Mass Upload.
• 6.6. The Upload File must be shared by Biller with TransferMate in a secure host-to-host environment as determined by TransferMate.
• 6.7. TransferMate shall validate the Uploaded File to ensure that it contains the necessary information for Mass Uploads within a reasonable time period of receipt, and engage with Biller where there are errors on the Uploaded File;
• 6.8. TransferMate shall without unreasonable delay confirm details of the successful Mass Upload.
• 6.9. TransferMate shall process each Order in accordance with these Refund Terms.