Confidential

Scheme Glossary

Version 18.0

1 July 2017

Copyright 2017 BPAY Pty Ltd

Scheme Glossary

1 Glossary of terms
The terms set out in the table below have the meaning indicated next to them in the Scheme
Documents, unless the contrary intention appears.

TERM EXPLANATION

Acceptable The benchmarks set out in each relevant Product Module setting out the
Level benchmarks for acceptable levels of fraud for that Product. The Acceptable
Benchmark Level Benchmark is calculated based on actual loss from fraud as a percentage
of total transactions.

Affected A Scheme Member who is or is likely to be affected by an act or omission

Scheme contemplated under BROP.
Member For example, in notifying Scheme Members of changes to the Procedures for a
particular Product Module under Scheme Rule 2.2(a), the Management
Committee is only required to notify those Scheme Members who have
subscribed to the relevant Product.

Annual A certificate signed by each Scheme Member, as contemplated in Scheme

Member Rule 4.2 and otherwise in form and substance the same as the document
Compliance approved from time to time by the Board under Scheme Rule 4.2.
Certification

APRA The Australian Prudential Regulation Authority, or any body appointed to

perform a similar prudential supervisory role for authorised deposit-taking
institutions.

Articles The articles of association of BPAY, and a reference to a particular Article has a
corresponding meaning.

Authorised An organisation which falls within the definition of authorised deposit-taking

Deposit-taking institution in the Banking Act 1959.
Institution

Banking A day on which banks in Melbourne or Sydney are able to effect settlement
Business Day through BECS/CS2.

The Bulk Electronic Clearing System Framework (CS2) operated by the

BECS/CS2
AusPayNet.

BECS/CS2 The regulations and procedures for, among other things, governing
Regulations settlement in BECS/CS2 as adopted from time to time by the AusPayNet.
and
Procedures

Board The Board of Directors of BPAY.

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TERM EXPLANATION

BPAY BPAY Pty Ltd (ABN 69 079 137 518)

BPAY The workflow platform that supports the daily, monthly and ad-hoc BPAY
Operations operational activities associated with the Scheme.
Portal

BPAY The electronic payments service promoted by BPAY and which is operated in
Payments accordance with the terms and conditions set out in the Scheme Documents
and BPAY Payments Module and includes for clarity BPAY View.

BPAY See BPAY Payments Module.

Payments
Systems
Specification

BPAY Service The CIP, the Lodgement Financial Institution, and any other person defined in a
Provider Product Module as such. BPAY Service Providers are intended to be persons
engaged by BPAY to provide goods or services to BPAY, or to Participants on
behalf of BPAY, in connection with the Products.

BROP These BPAY Business Rules and Operating Procedures, comprising the
components referred to in Scheme Rule 1.3(b) including:
(a) Scheme Documents (which includes the Scheme Rules, Scheme
Procedures, Scheme Glossary and Scheme Schedules);

(b) BPAY Payments Module (which includes the BPAY Payments Rules,
BPAY Payments Procedures, BPAY Payments Glossary, BPAY
Payments Schedules and BPAY Payments Systems Specifications);
and

(c) Osko Module (which includes the Osko Rules, Osko Procedures,
Osko Glossary, Osko Schedules and Osko Systems Specifications).

Chairperson The chairperson of the Management Committee from time to time.

Chief Executive The chief executive officer of BPAY appointed from time to time.
Officer

CIP The entity appointed by BPAY from time to time to provide the services, and
perform the functions, of the CIP that are described in BROP. The roles and
responsibilities of the CIP for each Product are set out in the relevant Product
Module.
For clarity, BPAY may appoint a different CIP for each Product.
The CIP is a BPAY Service Provider for the purposes of BROP.

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TERM EXPLANATION

CIP Processing The days on which the CIP engages in the netting process in respect of
Day Scheme Settled Items in accordance with the Scheme Procedures.
A CIP Processing Day for Scheme Settled Items relating to:
(a) BPAY Payments is each Banking Business Day; and

(b) Osko is each calendar day.

Code Dispute See Scheme Rule 13.3.

Resolution
Procedure

Compliance The frameworks described in Scheme Rule 14.8 to identify, monitor and
Management address non-compliance issue by Scheme Members.
Framework

Compliance See Scheme Rule 14.4(c).

Report

Contingency Any Systems Disabling Event and any other event or circumstance specified by
the Management Committee under Scheme Rule 7.

Customer See relevant Product Module.

Directors The Directors of BPAY.

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TERM EXPLANATION

Dispute A dispute or difference between:

(a) BPAY, a BPAY Service Provider, the Board, the Management
Committee, any delegate of the Management Committee and any
one or more Scheme Members;

(b) two or more Scheme Members; or

(c) one or more Scheme Members and their Customers,

arising out of or in connection with the Articles or BROP.

A Dispute includes a dispute or difference:
(a) relating to any allegations of non-compliance with the Articles or
BROP;

(b) relating to a decision of the Board or the Management Committee or

any delegate of the Management Committee;

(c) relating to sums of money payable under BROP;

(d) relating to the methods and procedures used by a party to that

Dispute; or

(e) arising out of any Representative Agreement.

Dispute See Scheme Rule 13.6(a).

Resolution Fee

Eligible See Scheme Rule 9.4(a).

Scheme
Member

Exchange Accounts known as exchange settlement accounts and similar accounts

Settlement maintained with the Reserve Bank of Australia for, among other purposes,
Accounts settlement between certain financial institutions.

Existing Entities who were Scheme Members as at 30 June 2017.

Scheme
Members

File Settlement The file of that name in the format prescribed by the Reserve Bank of Australia
Instruction and complying with the specifications for the RITS Low Value Settlement
Service.

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TERM EXPLANATION

Fraud The fraud management framework set out in Scheme Procedure 5 which is
Management implemented to ensure that the integrity and reputation of BPAY, each Product
Framework and the Scheme more broadly is not adversely affected by excessive fraud.

Fraud Report See Scheme Procedure 5.3.

FTS Event A failure to settle event as described in Scheme Procedure 1.11.

Glossary The Scheme Glossary and/or any Product Glossary (as the case maybe)

Government An organisation which:

Supervised (a) conducts business which would normally require the organisation to be
Deposit-Taking an authorised deposit-taking institution under the Banking Act 1959
Institution (Act), but is not an authorised deposit-taking institution because it has
been granted an exemption from section 8 of the Act under section 11
of the Act; and
(b) is prudentially supervised by a Commonwealth, State or Territory
government body under rules which provide, in the reasonable opinion
of the Board, equivalent protection to the security of settlements under
the Scheme and the reputation of the Scheme to that which would be
provided if the organisation was an authorised deposit-taking institution
supervised by APRA.

GST See Scheme Rule 10.4(b).

Industry Code Includes the Code of Banking Practice, the Building Society Code of Practice,
of Practice the Credit Union Code of Practice and the ePayments Code.

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TERM EXPLANATION

Insolvency An Insolvency Event occurs in respect of a person if:

Event (a) it is (or states that it is) an insolvent under administration or insolvent
(each as defined in the Corporations Act 2001 (Cth)); or

(b) it has had a Controller (as defined in the Corporations Act 2001
(Cth)) appointed, or is in liquidation, in provisional liquidation, under
administration or wound up or has had a Receiver (as defined in the
Corporations Act 2001 (Cth)) appointed to any part of its property; or

(c) it is subject to any arrangement, assignment, moratorium or

composition, protected from creditors under any statute, or dissolved
(in each case, other than to carry out a reconstruction or
amalgamation while solvent on terms approved by BPAY); or

(d) an application or order has been made, resolution passed, proposal

put forward, or any other action taken, in each case in connection
with that person, which is preparatory to or could result in any of (a),
(b) or (c) above; or

(e) it is taken (under section 459F(1) of the Corporations Act 2001 (Cth))
to have failed to comply with a statutory demand; or

(f) it is the subject of an event described in section 459C(2)(b) or

section 585 of the Corporations Act 2001 (Cth) (or it makes a
statement from which BPAY reasonably deduces it is so subject); or

(g) it is otherwise unable to pay its debts when they fall due; or

(h) something having a substantially similar effect to (a) to (g) happens

in connection with that person under the law of any jurisdiction.

Intellectual Includes all existing and future patents, copyright, circuit layouts, registered
Property designs, registered and unregistered trademarks, trade secrets, know-how
and confidential information and all other intellectual property as defined in
Article 2 of the Convention Establishing the World Intellectual Property
Organisation of July 1967.

Joining Fee The fee (if any) set by the Board and specified in Scheme Rule 10.1 to be paid
by an applicant to become a Scheme Member, and which fee must be paid
before its application will be accepted by BPAY.

LFI Report See relevant Product Module Glossary.

LFI Report See relevant Product Module Glossary.

Transmission
Schedule

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TERM EXPLANATION

Lodgement Any financial institution that is a settlement participant of BECS/CS2, appointed

Financial by BPAY from time to time under Scheme Rule 6.2. To avoid doubt and as the
Institution (or context requires, a reference in BROP to the Lodgement Financial Institution
LFI) includes any substitute lodgement financial institution appointed under Scheme
Rule 6.2.

Management The management committee established by BPAY under the Articles and
Committee referred to in Scheme Rule 9.

Marks The trade and service marks owned or licenced by BPAY from time to time and
identified in the Standards Manual for each Product.

Member Deed The deed poll executed as part of a Scheme Membership Application, as set
Poll out in Scheme Schedule 1.

Member See Scheme Procedure 5.3.

Related Fraud

Moral Rights Any of the rights described in article 6bis of the Berne Convention for the
Protection of Literary and Artistic Works 1886 (as amended and revised from
time to time) being droit moral or other analogous rights arising under any
statute (including the Copyright Act 1968) or any other law (including any law
outside Australia) that exists, or may come to exist, anywhere in the world.

NC Charges Non-compliance charges determined under Scheme Procedure 3 and in

accordance with the relevant Product Module.

NC Decision See Scheme Procedure 3.8(f).

NC Effective A date on which a NC Risk Rating starts to apply to a NC Issue under

Date Scheme Procedure 3, or a date on which the NC Risk Rating that applies to a
NC Issue is varied or ceases to apply.

NC Issue A non-compliance issue referred to in Scheme Procedure 3.2.

NC A Scheme Member's plan to resolve a NC Issue that has been approved by

Remediation the Risk and Compliance Committee under Scheme Procedure 3.8(b) or the
Plan Management Committee under Scheme Procedure 3.8(g).

NC Risk Rating A risk rating of low, medium, high or extreme in relation to each NC Issue for
each affected Product as approved by the Management Committee under
Scheme Procedure 3.

New Payments The new infrastructure for payments in Australia which is administered by NPPA
Platform and in accordance with the NPP Documents.

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TERM EXPLANATION

Nominated The account or accounts nominated from time to time by a Customer to be

Account credited for Payments, credited or debited for adjustments and debited for
fees.

Non- The non-compliance charge framework described in Scheme Procedure 3.

compliance
Charge
Framework

NPP Basic See the NPP Documents.

Infrastructure

NPP See Osko Module.

Documents

NPPA NPP Australia Limited ABN 68 601 428 737.

Operational See Scheme Procedure 4.5.

Non-
compliance
Charge

Operational The operational non-compliance charge framework set out at Scheme

Non- Procedure 4.
compliance
Charge
Framework

Operational The points allocated to, and applied against, Scheme Members under the
Non- Operational Non-compliance Framework for each Product.
compliance
Points

Operational The threshold number of Operational Non-compliance Points allocated to

Non- each Scheme Member for each Product to which they subscribe. The
compliance Operational Non-compliance Points Threshold is allocated in accordance with
Points each Product Module.
Threshold

Operational See Scheme Procedure 4.3.

Obligations

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Scheme Glossary

TERM EXPLANATION

Organisation The following persons and groups:

(a) a natural person (i.e. an individual) acting in their capacity as a trustee,
sole trader or partner of a partnership;

(b) a body corporate in its personal capacity or as a trustee;

(c) a government agency;

(d) an unincorporated body or association;

(e) a firm or partnership; or

(f) any other entity designated as an Organisation in a Product Module.

Organisational A Customer who is an Organisation.

Customer

Osko The overlay service provided by BPAY which uses the NPP Basic Infrastructure
and which is operated in accordance with the rules and procedures set out in
applicable sections of BROP, including the Osko Module.

Osko Systems See Osko Module.

Specifications

Participant Any person who participates in the Scheme in any capacity, including any
Scheme Member, Customer, BPAY Service Provider or Third-Party Service
Provider.

Participant See relevant Product Module Glossary.

Member

Payee A Customer who receives a Payment through the Scheme.

Payer A Customer who sends a Payment through the Scheme.

Payer Side The Transactions undertaken by a Scheme Member in its capacity as a

Transactions Payer Institution (as that term is defined in each Product Module).

Payment A payment made by or on behalf of a Payer to a Payee through the Scheme

that is credited to the Nominated Account of the Payee.

Personal Personal information, as that term is defined in the Privacy Act 1988 (Cth),
Information which is received from any source as a consequence of the performance of
rights or obligations under BROP.

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TERM EXPLANATION

Personnel Any officer, employee, agent, advisor or contractor of a person.

Privacy Law All legislation, principles, industry codes, guidelines and policies relating to
the collection, use, disclosure, storage or granting of access rights to
Personal Information.

Procedures The Scheme Procedures and/or Product Procedures (as the case may be).

Product Fraud See Scheme Procedure 5.4(a).

Analysis
Report

Product The document entitled Glossary set out in each Product Module, and a
Glossary reference to a particular Glossary has a corresponding meaning.

Product A section of BROP containing documents which are specific to a particular

Module Product. A reference to a particular Product Module has a corresponding
meaning.

Product The procedures set out in each Product Module, and a reference to a
Procedures particular Product Procedure has a corresponding meaning.

Product Rules The rules set out in each Product Module, and a reference to a particular
Product Rule has a corresponding meaning.

Product Schedules set out or referred to in a Product Module and a reference to a

Schedules particular Product Schedule has a corresponding meaning.

Product See Scheme Rule 3.4(h).

Subscription
Acceptance
Notice

Product The application set out in Scheme Schedule 3 which must be completed and
Subscription submitted by a Scheme Member in accordance with Scheme Rule 3.4 in
Application order to subscribe to a Product.

Product See Scheme Rule 3.6(a).

Suspension
Event

Products BPAY Payments, Osko and any other payments related services that BPAY
may offer to Scheme Members from time to time under the Scheme.

RBA Reserve Bank of Australia.

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Scheme Glossary

TERM EXPLANATION

Related Entity An entity, which is related to another entity within the meaning of section 50
of the Corporations Act 2001.

Representative See relevant Product Module Glossary.

Resolution The written determination of the Management Committee under the dispute
resolution provisions of Scheme Rule 13.5, being a determination made by
resolution of that committee passed in accordance with BROP.

Respective Net The position of a Participant Member as against the Scheme for a Product
Position showing the total payment obligation owed to the Participant Member by the
(Credit) Scheme for the Scheme Settled Items for that Product.

Respective Net The position of a Participant Member as against the Scheme for a Product
Position (Debit) showing the total payment obligation owed by the Participant Member to the
Scheme for the Scheme Settled Items for that Product.

Respective Net The Respective Net Position (Credit) and/or the Respective Net Position
Positions (Debit), as the context may require.

Resulting See Scheme Rule 10.3(a).

Entity

Risk and See Scheme Rule 9.1(e).

Compliance
Committee

RITS Low The Reserve Bank of Australias settlement file transfer facility used to submit
Value File Settlement Instructions.
Settlement
Service

Schedule A Scheme Schedule and/or a Product Schedule (as the case maybe)

Scheme The scheme operated by BPAY in accordance with BROP which allows
Participants to transfer payments and information using the Products. The
Scheme consists of the following Products:
(a) BPAY Payments;

(b) Osko; and

(c) any other products introduced from time to time with the approval of the
Board.

Scheme The Scheme Rules, Scheme Procedures, Scheme Glossary and the Scheme
Documents Schedules.

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TERM EXPLANATION

Scheme See Scheme Rule 1.6(a).

Glossary

Scheme A person participating in the Scheme and who has signed, sealed and delivered
Member to BPAY a Scheme Membership Application, who has paid the Joining Fee,
who has satisfied all application criteria set by BPAY, and whose Scheme
Membership Application has been accepted by BPAY.

Scheme See Scheme Rule 3.3(h).

Membership
Acceptance
Notice

Scheme The Scheme Membership Application set out in Scheme Schedule 1, including
Membership the Member Deed Poll.
Application

Scheme The document entitled Scheme Procedures set out in BROP, and a
Procedures reference to a particular Scheme Procedure has a corresponding meaning.

Scheme Rules The document entitled Scheme Rules set out in BROP, and a reference to a
particular Scheme Rule has a corresponding meaning.

Scheme Schedules set out or referred to in the Scheme Documents and a reference to
Schedules a particular Scheme Schedule has a corresponding meaning.

Scheme Settled Items identified as such in each Product Module which are settled in
Item accordance with Scheme Rule 6.

Scheme See Scheme Rule 3.5.

Suspension
Event

Secretary The Secretary of the Management Committee appointed from time to time.

Service Level The reports produced by the CIP for each Product which set out the
Performance performance of the CIP against certain service levels set out in BROP.
Report

Settlement Settlement of Scheme Settled Items in accordance with Scheme Rule 6.

Settlement A Third-Party Service Provider who participates in Settlement on behalf of a

Agent Scheme Member who is unable to participate in Settlement via an Exchange
Settlement Account through the BECS/CS2 Regulations and Procedures.

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TERM EXPLANATION

Settlement The obligation of a Participant Member to make a payment to another

Payment Participant Member in accordance with Scheme Procedure 1.
Obligation

Settlement Service standards prescribed by the Management Committee from time to

Service time for the performance by the Lodgement Financial Institution of its
Standards obligations under BROP.

Standards The Identity Standards Manual issued by BPAY for each Product prescribing
Manual the way in which the Marks may be used and represented in connection with
that Product, set out in the respective Product Modules.

Systems Any:
Disabling (a) technical processing, communications or other failure;
Event
(b) partial or total inability to initiate or process the transactions and files
contemplated by the Scheme for a Scheme Member for the Products
to which that Scheme Member has subscribed to, for any reason, or

(c) industrial action,

which prevents or reduces the ability of a Scheme Member to fulfil its

obligations under or participate in the Scheme.

Systems See BPAY Payments Systems Specification and/or Osko Systems

Specification Specification as the case may be.

Third-Party Third party service provider engaged by a Scheme Member to perform one or
Service more of that Scheme Members obligations under BROP.
Provider

2 Interpretation
In BROP:

(a) the word person includes an individual, a firm, a body corporate, a partnership, joint
venture, an unincorporated body or association, or any government agency;

(b) a reference to a particular person includes a reference to the persons employees,

executors, administrators, successors, substitutes (including persons taking by novation)
and assigns;

(c) the singular includes the plural and vice versa;

(d) words incorporating any gender include the other genders;

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Scheme Glossary

(e) headings appear for convenience and do not affect the interpretation of BROP;

(f) a reference to BROP or any part of it, or an agreement or another instrument includes any
variation or replacement of any of them;

(g) if a period of time is specified and dates from a given day or the day of an act or event, it
is to be calculated exclusive of that day;

(h) a reference to a day is to be interpreted as the period of time commencing at midnight and
ending 24 hours later;

(i) time is a reference to Sydney time;

(j) unless the context otherwise requires, if an act under BROP to be done by a person on or
by a given day is done after 5.00pm on that day, it is taken to be done on the next day;

(k) unless otherwise provided, if an event under BROP must occur on a stipulated day which
is not a Banking Business Day then the stipulated day will be taken to be the next Banking
Business Day;

(l) a reference to a month is to be interpreted as the period of time comprising a calendar

month;

(m) a reference to amendment of any document includes removal, replacement, substitution

and variation of that document or any part or provision of it and a reference to amend or
to any other grammatical form of that word has a corresponding meaning;

(n) a reference to a Rule, Procedure, section, clause or schedule is a reference to a Rule,

Procedure, section, clause in or schedule to BROP;

(o) law means common law, principles of equity and laws made by parliament (and laws
made by parliament include State, Territory and Commonwealth laws and regulations and
other instruments under them, and consolidations, amendments, re-enactments or
replacements of any of them);

(p) an agreement, representation or warranty in favour of two or more persons is for the
benefit of them jointly and each of them individually;

(q) an agreement, representation or warranty by two or more persons binds them jointly and
each of them individually;

(r) a group of persons or things is a reference to any two or more of them jointly and to each
of them individually;

(s) Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia;

(t) the words include, including, for example or such as are not used as, nor are they to
be interpreted as, words of limitation, and, when introducing an example, do not limit the
meaning of the words to which the example relates to that example or examples of a
similar kind;

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(u) a reference to a Rule, Procedure or Schedule which contains the prefix B indicates that
the relevant Rule, Procedure or Schedule applies to BPAY Payments and is located in the
BPAY Payments Module; and

(v) a reference to a Rule, Procedure or Schedule which contains the prefix O indicates that
the relevant Rule, Procedure or Schedule applies to Osko and is located in the Osko
Module.

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