MERCHANT SERVICES TERMS AND CONDITIONS

Some of the important terms contained in the Merchant Services Terms and Conditions (the Agreement) that may affect you are briefly outlined below. Please note, the outline is a high-level summary and should not be relied upon as a complete or accurate list of all of the terms that may affect you. STRN Pty Ltd trading as Embracy (Embracy, we, us) recommend that you carefully review the Agreement before accepting the offer of these services product.

1. DEFINITIONS AND INTERPRETATION

   1. Definitions

The following definitions apply in this Agreement:

ADI means authorised deposit-taking institution.

Agreement means this agreement between Embracy and you, and includes any schedules or annexures.

AML Laws means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 together with the rules, as amended from time to time.

Application means a complete application to purchase the Merchant Services, including a correctly completed application form and any other documentation or forms that the Embracy requires from time to time.

Associate has the same meaning as in the Corporations Act.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) (and any equivalent provisions in the Australian Securities and Investments Commission Act 2001 (Cth), and State or Territory legislation) and any regulations made under it, and includes any consolidation, amendment, re-enactment or replacement of the legislation.

Business Day means any day other than a Saturday, Sunday or public holiday in Sydney.

Card Not Present Transaction means a Transaction where any of the card, Cardholder or you are not physically present together at the time of the Transaction and includes a Transaction on a customer reference number or digital wallet.

Card Schemes means Visa, MasterCard, eftpos and UnionPay.

Card Scheme Rules means the rules and regulations which regulate participants in the Card Schemes.

Cardholder means the person in whose name the nominated card has been issued.

Change of Control means an entity starts to control, or stops controlling you, having regard to the meaning of control in section 50AA of the Corporations Act.

Charge Card Provider means AMEX/JCB and Diners.

Chargeback means a debit to your account to reverse a credit made to your account in the circumstances described in Clause 8 of this Agreement.

Confidential Information means all information, (including any opinion, notes, data, copies and records and whether or not in writing or electronic form) regarding a party’s (or any of its Related Bodies Corporate) present or future business activities, plans and products, financial affairs, network, communications and technology, clients or suppliers and their financial affairs, Cardholder information, other third party information relevant to the Merchant Services and any other information which in the future may be designated as confidential by the party, excluding information which was in the public domain on the date of this Agreement or subsequently enters the public domain without any breach of any obligation of confidentiality.

Corporations Act means the Corporations Act 2001 (Cth) as in force from time to time together with the regulations.

Dynamic Currency Conversion means a feature that allows Cardholders to complete a transaction in the currency of the card’s country of issue.

Eligible Data Breach has the meaning given in the Privacy Act 1988 (Cth).

Embracy, we, us means STRN Pty Ltd (ACN 666 564 576) trading as Embracy.

Fees means the fees payable to us as specified in the fee schedule of your Application, along with any additional fees described in this Agreement, as adjusted from time to time in accordance with Clause 12.4.

Fees Account means the bank account maintained by you at an Australian ADI in accordance with Clause 14.1(d).

GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means:

1. an administrator is appointed to you or action is taken to make that appointment;

2. you cease to carry on business;

3. a receiver or a receiver and manager of property of yours is appointed whether by a court or otherwise;

4. you enter into a compromise or arrangement with creditors or a class of them; or

5. you are or state that you are unable to pay your debts when they fall due.

Intellectual Property means all intellectual property and know-how in respect of the Merchant Services (including the Reporting Platform), including without limitation:

1. patents, copyright, rights in circuit layouts, registered designs, trade names, registered and unregistered business names, domain name registrations, trade secrets, trade marks (unregistered and registered), trading names, logos, including the right to have Confidential Information kept confidential; and

1. any application or right to apply for registration of any of those rights.

Merchant Choice Routing means the routing of debit Transactions made on multi-network debit cards through the eftpos network rather than the other Card Scheme networks with the aim of potentially reducing the cost of the Transaction.

Merchant Identification Number means the unique 15-digit identified assigned to you used to facilitate credit and debit card payments to you.

Merchant Services means the services referred to in Clause 2 of this Agreement.

MOTO Transaction means a credit card of scheme debit card Transaction involving an order for goods or services received by you by mail, telephone or email.

Online Payment Interface means the online payment gateway provided by us that allows you to accept online or in person credit and debit card payments.

PCI DSS means the Payment Card Industry Data Security Standard.

PPSA means the Personal Property Securities Act 2009 (Cth).

Privacy Collection Statement and Privacy Policy means our Privacy Collection Statement and Privacy Policy available at https://www.embracy.com.au/privacy-policy.

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

RBA means the Reserve Bank of Australia.

Related Body Corporate has the same meaning as in the Corporations Act.

Relevant Law means any:

1. statute, ordinance, code or other law including regulations and other instruments under them;

2. any code of practice, guidelines or standards issued by relevant regulators or industry bodies including the Australian Payments Network;

3. Standards made by the RBA under the Payment Systems (Regulation) Act 1998 (Cth); and

4. any Card Scheme Rules applicable to the Confidential Information, the provision of the Merchant Services or any other obligations to be performed under this Agreement.

Reporting Platform means the online platform operated by us that displays your Transaction history and reports.

Reserve Account means the account established by us at an Australian ADI in accordance with Clause 14.4.

Settlement Account means the bank account maintained by you at an Australian ADI in accordance with Clause 10.2.

Supplied Equipment means equipment supplied by us to you, including but not limited to the Terminal(s).

Terminal means the hardware used to accept card payments and the software that is installed on that hardware, and includes any replacement hardware.

Transaction includes a sales transaction, refund transaction and cash transaction.

2. Interpretation

In this Agreement, unless something else is clearly intended:

1. a reference to this Agreement is a reference to this Agreement as amended, varied, novated, supplemented or replaced from time to time;

2. words or expressions importing the singular include the plural, and vice versa;

3. where a word or phrase is defined or given meaning, any other part of speech or grammatical form has a corresponding meaning;

4. a reference to $ or dollars is a reference to Australian dollars; and

5. where an act would be required to be done, or a time limit or period would expire, on a day which is not a Business Day, the act may be done, or the limit or period will expire, on the following Business Day.

1. Headings

Headings are inserted for convenience and do not affect the interpretation of this Agreement.

2. Merchant Services

   1. Scope of Services

Subject to Relevant Law and this Agreement, we will provide Merchant Services to you as varied by us from time to time, described in the Application, this Agreement, applicable supplementary conditions, operating procedures and technical manuals, and in any other agreement for specific merchant services that we enter into with you from time to time.

2. Sole Use

The Merchant Services are provided for your sole use, and you must not permit any third party, including Associates or any Related Body Corporate, to utilise the Merchant Services. Should an Associate or Related Body Corporate require access to these Merchant Services, they must enter into a separate agreement with us.

3. Your Obligations

You agree:

1. to comply with all Relevant Law in connection with this Agreement, including but not limited to applicable Card Scheme Rules of each Card Scheme whose cards you accept;

2. to utilise the Merchant Services in accordance with this Agreement;

3. that you retain ultimate responsibility for understanding and adhering to all Relevant Law, including applicable Card Scheme Rules; and

4. to remain informed of and comply with any updates to the Relevant Law.

1. Prior to Service Commencement

Our provision of the Merchant Services is contingent upon the following conditions, which must be satisfied prior to service commencement and on an ongoing basis:

1. we must successfully complete our Know Your Customer and risk assessment procedures in accordance with AML Laws;

2. you must satisfy our credit underwriting requirements;

3. we must confirm that neither you nor your directors are listed on MasterCard’s Member Alert to Control High Risk (MATCH) or Visa’s NMAS; and

4. we must receive all requested documentation as specified in the Application and under this Agreement.

1. EQUIPMENT AND INSTALLATION

   1. Site Preparation and Installation

You are responsible for preparing your site(s) at your own cost to accommodate the installation of the required equipment and services. This includes securing and maintaining internet services, power supply lines, and any other necessary infrastructure. All site preparations must comply with our reasonable security and operational requirements. Additional sites may only be added to those designated in the Application with our prior written consent.

2. Use of Your Own Equipment

If you choose to use your own equipment:

1. the equipment must first be approved by us and comply with Relevant Law and any security requirements, system requirements, software standards, or certification procedures specified by us;

1. you are solely responsible for purchasing, leasing, maintaining, repairing, and replacing your equipment, and you agree to indemnify us against any losses, liabilities, damages, or expenses resulting from any failure or malfunction of your equipment.

2. you must upgrade your equipment (including software) as required due to changes in industry or security standards or as otherwise reasonably directed by us within the specified timeframe;

3. you must maintain and properly service your equipment to ensure its optimal performance; and

4. you must keep accurate records regarding the location of any equipment used to access our services and provide this information upon request.

1. Equipment Supplied by Us

If we provide you with Supplied Equipment:

1. we will deliver the Supplied Equipment to the site(s) designated in your Application

2. we will provide installation instructions for the Supplied Equipment;

3. you must install, maintain and properly care for the Supplied Equipment, including performing regular servicing;

4. the insurance policy on your premises must cover Supplied Equipment for its maximum insurable value;

5. we will retain ownership of the Supplied Equipment, along with any associated manuals, decals, and promotional materials;

6. our logo and branding will be displayed on the Terminal screen by default. You may request that your logo and branding be displayed on the Terminal screen. We may approve or decline your request at our sole discretion;

7. we reserve the right to replace the Supplied Equipment with upgraded models as necessary. You must permit us to upgrade the Supplied Equipment when required due to changes in industry or security standards. If an upgrade incurs additional costs, we will notify you accordingly. You must discontinue the use of any replaced Supplied Equipment as instructed.

8. following installation or replacement, we will provide training—either online or via phone—to a designated representative chosen by you. You are responsible for training your personnel at your own expense and ensuring that only trained personnel operate the Supplied Equipment; and

9. you must allow us or our authorised agents access to your premises, with reasonable notice, to install, inspect, repair, maintain, or replace the Supplied Equipment and any associated software.

4. Use of Equipment

Regardless of whether equipment is supplied by us or owned by you, you must:

1. operate the equipment in compliance with all operating procedures and technical manuals provided by us or our partners;

1. use the equipment solely for the purposes specified under this Agreement;

2. protect the equipment from loss, damage, unauthorized access, misuse, or theft and notify us immediately of any such incidents;

3. obtain our prior written consent before relocating, modifying, or altering the equipment, including its original installation site; and

4. cover the repair or replacement costs of any lost, stolen, or damaged Supplied Equipment, as determined by us. Loss, damage, or theft of the Supplied Equipment does not relieve you of your obligations under this Agreement.

1. Maintenance

If any Supplied Equipment appears to be defective, you must promptly notify us. We will:

1. provide general support, guidance, and technical assistance for the Supplied Equipment; and

2. use reasonable efforts to diagnose and resolve faults via remote access or, if necessary, on-site support.

6. Software Licence for Supplied Equipment

We grant you a non-exclusive, temporary, and revocable licence to use our software, including the Reporting Platform, solely for operating the Supplied Equipment for the duration of this Agreement. You must not:

1. reproduce, modify, reverse-engineer, or distribute the software provided with the Supplied Equipment; or

1. grant third parties access to the software without our prior written consent.

1. REPORTING PLATFORM

   1. Access and Use

Subject to your compliance with this Agreement, we may grant you access to the Reporting Platform to view your Transaction history and reports. By accessing the Reporting Platform, you acknowledge and agree that:

1. we retain all Intellectual Property rights in and to the Reporting Platform;

1. you and your personnel may use the Reporting Platform solely for the purpose of receiving the Merchant Services under this Agreement and in accordance with any applicable user guides provided;

2. you are bound by any reasonable use terms displayed at the point of login to the Reporting Platform;

3. you must comply with any reasonable instructions we provide regarding the use of the Reporting Platform;

4. data and information available on the Reporting Platform are provided on an as is and as available basis. To the maximum extent permitted by law, we disclaim all liability for any inaccuracies, incompleteness, outdated information, or unavailability;

5. your use of the Reporting Platform is subject to the licence and use terms outlined in Clause 3.6 of this Agreement; and

6. we reserve the right to immediately suspend or terminate access to the Reporting Platform for any user if we reasonably suspect non-compliance with the terms of this Agreement.

1. Usage Restrictions

You must not:

1. permit any unauthorized user to access or use the Reporting Platform;

1. sell, resell, distribute, modify, reproduce, download, upload, translate, adapt, merge, alter, or enhance any information obtained from the Reporting Platform;

2. use the Reporting Platform to generate statistical, comparative, or benchmarking reports or to provide recommendations to third parties;

3. reverse engineer, decompile, tamper with, or engage in systematic data extraction from the Reporting Platform, including the use of screen scraping, bots, or spiders; or

4. use the Reporting Platform to develop or support a competing product or service.

1. Usage Requirements

You must:

1. access and use the Reporting Platform in compliance with Relevant Law;

1. restrict access to the Reporting Platform and its data to authorised users only;

2. implement and maintain industry best practices for security in relation to your computer systems, network, and internet connectivity;

3. keep login credentials, including usernames and passwords, confidential and ensure they are not transferred or disclosed to unauthorised persons;

4. notify us immediately if you become aware of any security breach or compromised access credentials and take any corrective actions we reasonably require; and

5. protect the Reporting Platform and its data from unauthorized access, modification, distribution, or publication.

1. MULTI-NETWORK DEBIT CARDS

   1. Activating Merchant Choice Routing

For multi-network debit cards, you may request us to route Transactions via your preferred Card Scheme network. While we will use reasonable efforts to accommodate your routing preference, we reserve the right to decline such a request if it is not feasible due to factors including the equipment used, the nature of goods or services provided, or applicable Card Scheme Rules.

2. Discontinuing Merchant Choice Routing

We may, at any time and with reasonable prior written notice to you, discontinue or deactivate the Merchant Choice Routing feature. To the extent permitted by law, we are not responsible for any losses or damages resulting from its deactivation or discontinuation.

3. Transaction Limits

Transaction limits apply to Merchant Choice Routing. If a multi-network debit card Transaction exceeds the applicable daily card limit, the Transaction will be processed via an alternative available credit card network.

4. Use of Merchant Choice Routing

For all card-present Transactions processed using Supplied Equipment, you acknowledge and agree that:

1. to activate or deactivate Merchant Choice Routing, you must submit a request to us. We will inform you of the approval status and the expected timeframe for activation or deactivation. Additional steps such as equipment upgrades or restarts may be required;

2. once activated, Merchant Choice Routing applies to all Supplied Equipment and cannot be selectively enabled or disabled on specific devices;

3. the decision to activate or deactivate Merchant Choice Routing is solely yours, subject to Clause 5.2 of this Agreement. To the extent permitted by law, we are not responsible for any losses or damages resulting from its activation, deactivation, or failure to implement it correctly;

4. you are responsible for informing Cardholders about Transaction routing and any associated consequences. You must also comply with all guidance, recommendations, and requirements issued by Card Schemes or regulatory authorities regarding communications with Cardholders; and

5. you must understand your pricing associated with each Card Scheme. We cannot advise you which network will be best for you and we cannot guarantee that routing Transactions through the Merchant Choice Routing feature will result in cost savings.

1. PROCESSING TRANSACTIONS

   1. General requirements

Subject to Relevant Law and this Agreement, you must:

1. use the appropriate equipment for all card-present Transactions;

2. only process Transactions if the Cardholder has received the goods or services unless they have explicitly agreed to receive them at a later date;

3. not split a single sale into multiple Transactions;

4. cease accepting a specific card type if instructed to do so by us;

5. not provide cash refunds for card Transactions. Any refund must be credited to the original card account used for the purchase, including any applicable surcharges;

6. prepare a Transaction receipt for each Transaction;

7. ensure all Transaction details and sales receipts are accurate;

8. prominently inform the Cardholder of your identity (including your business name and Australian Business Number) at all points of Cardholder interaction, such as on your website, promotional material or invoices;

9. not process a Transaction if you have any knowledge or indication that a Transaction is subject to any dispute, set-off or counterclaim;

10. not process a Transaction if you have any knowledge or indication that a Transaction is fraudulent or unauthorised;

11. ensure each Transaction meets the requirements set out in this Agreement, Relevant Law (including applicable Card Scheme Rules), and applicable operating procedures and technical manuals;

12. not process a Transaction if you have any knowledge or indication that a Transaction involves goods or services that violate any Relevant Law; and

13. process all Transactions in Australian dollars unless you have been approved by us for Dynamic Currency Conversion.

1. Cash-out Transactions

For all card-present Transactions that are approved as cash-out Transactions:

1. you must not give cash out on credit cards where the ‘credit’ option is selected;

2. you must not manually key in a Transaction if the card has failed to process through a card terminal or equipment;

3. you may offer cash-out services only if authorised by us and in compliance with Card Scheme Rules; and

4. all cash-out Transactions must:

   1. be conducted in Australian dollars;

   2. be provided only when the Cardholder and card are physically present;

   3. cash must only be provided directly to the Cardholder; and

   4. be processed exclusively using the designated cash-out menu or function on the equipment.

1. After-Sales Service

You must establish and maintain a clear after-sales service policy, including guidelines on processing refunds, in compliance with Relevant Law including applicable Card Scheme Rules. Customers must be informed of refund deadlines at the time of the Transaction, subject to consumer guarantee rights under the Australian Consumer Law.

4. MOTO Transactions

Where MOTO Transactions are enabled on Supplied Equipment or the Online Payment Interface, you acknowledge and agree that:

1. regardless of Transaction value, you must obtain Cardholder authorisation for all MOTO Transactions;

2. it is your responsibility to verify the identity of the Cardholder before processing a MOTO Transaction;

3. you must take commercially reasonable steps to obtain as much identifying information on the Cardholder as possible (subject to Relevant Law);

4. MOTO Transactions may be subject to Chargebacks, even if prior authorisation was obtained, and you bear the associated risks; and

5. you are responsible for maintaining and providing any identification or authorisation documentation used to process the MOTO Transaction, whether or not it results in a Chargeback.

1. Interactive Gambling Act

If you are a regulated interactive gambling service provider as defined in the Interactive Gambling Act 2001 (Cth) you must:

1. not accept a Transaction made on a credit card or an account, service or facility by which payment is made from a credit card linked to that account, service or facility; and

2. take steps to identify and block any Transaction to which Clause 6.5(a) applies.

1. TRANSACTION RECORDS

   1. Record Keeping

You must:

1. protect stored Cardholder data, regardless of the method used to store such data or whether you use a service provider who stores or transmits Cardholder data;

2. not store the personal identification number (PIN), sensitive authentication or card verification data after authorization (even if encrypted);

3. not ask a Cardholder to reveal their PIN or any other secret identifiers (other than by discretely entering it on the terminal when prompted to do so;

4. at your cost, successfully complete the protocols for PCI-DSS as amended from time to time if requested by us within the time frame stipulated by us or the Card Schemes;

5. promptly provide us with your records of any Transaction, where such records are retained, and all information and assistance that we may reasonably require related to any Transactions;

6. keep all Transaction records in a secure manner for at least 24 months from the date of the Transaction and retain in your possession (while complying with all security requirements) your books of account and records, including all Transaction information, vouchers, and invoices, for a period not less than required under Relevant Law applicable to your record retention obligations;

7. provide us with access to these records in a timely manner following a request by us; and

8. give us a clear and legible copy of any receipt, voucher, or other Transaction record that we request; otherwise, the Transaction may be charged back to you.

This Clause 7.1 survives termination of this Agreement.

.

8. Chargebacks

   1. Right to Process Chargebacks

If we determine that a Transaction is an Invalid Transaction as defined in Clause 8.2 of this Agreement or otherwise constitutes a valid Chargeback under this Agreement and applicable Card Scheme Rules, we may, at our sole discretion:

1. refuse to accept the Transaction;

2. if the Transaction has been processed, at any time within 540 days of the original Transaction, charge the Transaction amount back to you by debiting the Settlement Account or Fee Account or exercising any right under this Agreement; or

3. offset against your next settlement payout. In cases of insufficient balance, the outstanding amount will appear as a negative value in your Settlement Account.

This Clause 8.1 survives termination of this Agreement.

2. Invalid Transactions

A Transaction is an Invalid Transaction if:

1. the card was not valid at the time of the Transaction, including circumstances where the card was expired, not yet activated, cancelled or revoked;

2. the required signature on the sales receipt is missing, was forged or does not match the card;

3. the Cardholder did not participate in or authorise the Transaction;

4. it is a Card Not Present Transaction without required details recorded, or a standing authority had expired or been cancelled before the Transaction date;

5. you used discontinued Supplied Equipment to process the Transaction;

6. the sales receipt was altered without the Cardholder's authority;

7. the sales receipt was incomplete or not presented;

8. the Transaction was subject to dispute, set-off, or counterclaim;

9. the Transaction was processed to your own card;

10. authorisation for the Transaction was declined for any reason;

11. the Transaction represents the refinance of an existing debt or the collection of a dishonoured check;

12. the Transaction is a fund transfer and not the supply of goods or services;

13. the Transaction was not entered into by you and the Cardholder or submitted by an unauthorised third party;

14. the Transaction was not processed in accordance with Relevant Law, the terms of this Agreement or relevant operating procedures and technical manuals for Supplied Equipment;

15. you issued a credit that does not have a corresponding previous sale;

16. you did not actually supply the goods, services or cash to a genuine customer within a reasonable period as required by the terms of the Transaction, or have indicated your intention not to do so;

17. the Transaction is offered, recorded or billed in a currency you are not authorised to accept;

18. the Transaction occurs following termination of this Agreement;

19. it is a card present Transaction in which the nominated card was not presented;

20. it is a debit card Transaction in which you charged a Cardholder a fee for the provision of cash;

21. the Transaction is processed using a nominated card that we have notified or otherwise confirmed to you not to accept; or

22. the Transaction involves goods or services that violate Relevant Law or are otherwise prohibited by us.

1. Cardholder Request for Chargeback

We may also refuse to accept or Chargeback any Transaction where:

1. the Cardholder disputes liability for any reason;

2. the Card Scheme Rules require or permit us to do so in circumstances of a Cardholder dispute; or

3. the Cardholder asserts a claim for set-off or counterclaim.

1. Merchant Acknowledgement

Despite any contract, arrangement, or understanding to the contrary, you acknowledge that a Cardholder is entitled to initiate a Chargeback in accordance with relevant Card Scheme Rules.

9. ANTI-MONEY LAUNDERING

   1. Right to Block Transactions

You acknowledge we may block, stop, or delay a Transaction where we reasonably believe it might:

1. cause us to breach any Relevant Law, including but not limited to AML Laws;

2. involve dealings with a sanctioned entity under economic and trade sanctions imposed by the United Nations, European Union, or any country;

3. breach any sanction imposed by any country (including those supporting United Nations Security Council resolutions);

4. involve a person or entity suspected of terrorist activities or connections; or

5. involve proceeds of unlawful conduct or funds potentially used in violation of Relevant Law.

1. Limitation of Liability

To the extent permitted by Relevant Law, we will not be liable for any loss or damage suffered in connection with actions taken in accordance with Clause 9.1.

3. Requirement to Provide Documents

You must provide all requested information to us to:

1. manage our anti-money laundering and counter-terrorism financing and sanctions risks;

2. comply with Relevant Law, including but not limited to AML Laws; and

3. avoid involvement in any act referred to in Clause 9.1 of this Agreement.

This Clause 9.3 survives termination of this Agreement.

4. Unlawful Acts

You must not request us to take any action that might involve us in an act referred to in Clause 9.1 of this Agreement. If you become aware of that such an act has occurred, or is likely to occur you must inform us immediately.

This Clause 9.4 survives termination of this Agreement.

5. Surcharges

If you choose to impose a surcharge for Transactions, you must:

1. ensure the surcharge complies with Relevant Law, including RBA Standard No. 3 of 2016 and applicable Card Scheme Rules;

2. ensure the Surcharge does not exceed your average cost of acceptance set out in your merchant service statement;

3. clearly disclose the surcharge to the Cardholder before processing a Transaction;

4. include the surcharge in the Transaction amount unless the Surcharge relates to a cash-out Transaction; and

5. when refunding a Transaction, refund any surcharge charge don the Transaction amount. For partial refunds, the surcharge must be pro-rated.

1. SETTLEMENT OF CARD TRANSACTIONS

   1. Card types

We will only acquire and settle Transactions for the card types specified in your Application, unless otherwise agreed in writing by us.

2. Settlement Account

You must maintain one or more Settlement Accounts at an Australian ADI, into and from which we can initiate credits and debits under this Agreement. The Settlement Account must be in your full legal or trading name.

3. Settlement Process

Upon successful Transaction presentation, we will pay into your Settlement Account the value of all valid Transactions, less any refunds, fees, Chargebacks, or other debits. We endeavour to credit your Settlement Account within the timeframes below, where accepted by us:

1. Next-day funding: If Transactions are submitted before the Settlement Time, settlement will be initiated on the next banking day.

2. Same-day funding: If you select same-day funding in your Application and we agree, settlement will be initiated on the same day for Transactions submitted before the Settlement Time.

1. Adjustments

If adjustments are needed for your Settlement Account, you must notify us within 365 days after the relevant debit or credit.

5. Settlement Delays

You acknowledge and agree that:

1. To the extent permitted by Relevant Law, we are not liable for settlement delays caused us or by third parties, including but not limited to Card Schemes, communication providers, your ADI, or system failures in the Australian payments network.

2. Settlement may be delayed or suspended by us if:

   1. fraud is suspected;

   2. suspicious activity is identified in your account;

   3. required documentation or information is not provided to comply with regulatory and compliance obligations; or

   4. we have reason to believe that you have breached, or are likely to breach, a term of this Agreement or Relevant Law.

3. Where possible, we will provide you with reasonable notice of any settlement delays or suspensions.

1. Charge Cards

You acknowledge and agree that:

1. if you request to accept charge card payments in your Application, you authorise us to share information contain in your Application (including any personal information) with Charge Card Providers for service provision and marketing purposes;

2. we may program your terminal to accept charge card Transactions. You must provide us with any Merchant Identification Number issued by the Charge Card Provider before activation; and

3. our sole obligation regarding charge card Transactions is to forward Transaction details to the relevant Charge Card Provider. We make no representations or warranties regarding:

   1. the creditworthiness of the customer using the Charge Card;

   2. your agreement with or the performance of the Charge Card Provider; or

   3. settlement of charge card Transactions.

1. Information, Privacy, and Confidentiality

   1. Cardholder Information

You acknowledge and agree that:

1. Cardholder information (including Personal Information and Card account numbers) is Confidential Information;

2. you must comply with all applicable Privacy Laws and the PCI-DSS requirements; and

3. upon our reasonable request, and where applicable, you must validate your PCI-DSS compliance by providing an attestation within 30 Business Days of our request.

This Clause 11.1 survives termination of this Agreement.

2. Use of Cardholder Information

You may only use Cardholder information for the purpose of processing Transactions. You acknowledge that you do not own Transaction data. During the term of this Agreement, you may only use, store, copy, and disclose Transaction data:

1. as necessary to assist us and the relevant Card Scheme in completing the Transaction;

2. to support any card-linked loyalty program;

3. to provide fraud control services; or

4. as specifically required by Relevant Law.

If you engage a third party to handle Transaction data or Cardholder information, you must ensure that the third party complies with Relevant Law and this Agreement's provisions regarding data protection.

This Clause 11.2 survives termination of this Agreement.

3. Your Information

Subject to Relevant Law and our Privacy Collection Statement and Privacy Policy:

1. we will collect, use, hold and disclose information about you during our relationship, including Personal Information about individuals associated with your business;

2. you authorise us to share your information with third parties to enable us and them to provide services under this Agreement to you, or where the Relevant Law or any Card Scheme Rules require us to do so; and

3. we may request information (including Personal Information) necessary to fulfill our obligations under AML Laws. Where legally required, we may disclose such information to law enforcement and government agencies.

4. Financial and Business Information

You must:

1. upon reasonable request, and where legally permissible, provide us with quarterly financial statements (and annual audited statements, if available), prepared in accordance with generally accepted accounting principles;

2. upon reasonable notice, provide us or our representatives with reasonable access to your books of account, receipts, and other records related to Transactions to verify your compliance with this Agreement; and

3. notify us of material changes affecting your business within 30 days of the change, including:

   1. any Insolvency Event;

   2. a Change in Control (if you are not a publicly listed company); or

   3. a material change in the goods/services you sell, your business name, the scope/nature of your business activity, business address, or legal status.

1. Confidential Information

You acknowledge and agree that:

1. you must maintain the confidentiality of all Confidential Information, including the terms of this Agreement, subject to (b); and

2. you may only disclose Confidential Information:

   1. for legal or accounting advice;

   2. as required by Relevant Law;

   3. to comply with legal and financial obligations; or

   4. as otherwise permitted by this Agreement.

This Clause 11.5 survives termination of this Agreement.

6. Eligible Data Breaches

Each party warrants that it has systems to comply with the Privacy Laws, including systems to:

1. detect and report events that may constitute an Eligible Data Breach; and

2. investigate and assess suspected Eligible Data Breaches within 30 days including documented procedures for evaluation.

If a party becomes aware of a suspected Eligible Data Breach related to this Agreement:

1. that party must notify the other party and cooperate to minimise any reputational damage, including coordinating communications; and

2. each party must cooperate as reasonably necessary to ensure compliance with Privacy Laws.

This Clause 11.6 survives termination of this Agreement.

12. Fees

    1. Payment

You must pay the Fees to us in accordance with the terms of this Agreement. Unless a net settlement arrangement is in place, we will invoice you for Fees in arrears for Merchant Services provided to you. Invoices will be directly debited from your nominated Fees Account within 7 days.

2. Net Settlement Arrangements

If we have agreed to a net settlement arrangement, we periodically settle funds to your Settlement Account, deducting Fees and any set-offs.

3. Fees Account

You acknowledge and agree that:

1. you must maintain a Fees Account at an Australian ADI, which may be the same as your Settlement Account, for Fee deductions;

2. the Fees Account must be maintained for the term of this Agreement and for 180 days after termination;

3. you must notify us of changes to account details for the Fees Account in advance;

4. if you do not nominate a Fees Account, or your Fees Account has insufficient available funds to pay the Fees, we will deduct the Fees from your Settlement Account;

5. upon request, you must provide written authority to enable us to debit the Fees Account; and

6. you must to reimburse us for any charges incurred due to rejected debits to the Fees Account.

1. Fee Adjustments

You acknowledge and agree that:

1. we may adjust Fees upon 30 days' written notice if:

1. there is a material change in card interchange type;

2. you significantly change the nature of your business, which we reasonably consider increases our risk;

3. your actual transaction volume or average transaction ticket size differs by more than 20% from our reasonable expectations at the time of your Application;

4. additional services or Supplied Equipment are provided; or

5. Card Scheme, government, or regulatory bodies increase associated costs (e.g., interchange, assessments, taxes) or third-party costs for online communications;

1. we may increase or introduce new Fees for any other reason by providing 60 days' written notice to you;

2. we may charge additional Fees for specific requests from you. We will provide a Fee quote to you before we action your request, unless it is impracticable to do so;; and

3. your continued use of our Merchant Services after 30 days' written notice of a Fee change will be deemed acceptance of the increased Fees or modified terms.

1. Referrals

We may pay amounts to third parties for referring you to us.

6. GST

Unless stated otherwise, all consideration under this Agreement is exclusive of GST. If the applicable GST rate changes, charges will be adjusted accordingly. If GST is payable on a supply under this Agreement, the receiving party will, upon receiving a tax invoice, pay the GST amount to the supplying party.

7. Recipient Created Tax Invoices

Either party may issue recipient-created tax invoices.

13. Merchant Transaction Liability and Indemnities

    1. Your Indemnity

You indemnify us against all claims, actions, liabilities, losses, expenses, costs (including legal costs), and damages arising from or connected with:

1. Transactions between you and Cardholders;

2. Chargebacks (including foreign exchange differences);

3. Invalid Transactions;

4. damage or loss to Supplied Equipment;

5. incorrect Transaction information processed by you or your representatives;

6. your or your representative’s error, negligence, misconduct, or fraud;

7. disputes over goods or services between you and Cardholders;

8. warranties or representations regarding your goods or services;

9. your breach of any term of this Agreement;

10. your use of the Online Payment Interface due to wrongful, illegal, or fraudulent activities on your website or any third-party claim that website content infringes intellectual property rights;

11. our enforcement expenses due to your breach of any term of this Agreement; and

12. fines, fees, losses or penalties (including Card Scheme fines) we incur due to your non-compliance with this Agreement or any Relevant Law.

You are not required to indemnify us for claims, actions, liabilities, losses, expenses, costs, and damages solely caused by our or our employees', contractors', or agents' fraud, wilful default, or gross negligence. We will take reasonable steps to mitigate any costs, damages, losses, or liabilities subject to your indemnity.

This Clause 13.1 survives termination of this Agreement.

2. Our Indemnity

   1. We indemnify you against all claims, actions, liabilities, losses, expenses, costs (including legal costs), and damages arising from damage or loss to Supplied Equipment caused by us or our representatives.

   2. We represent and warrant that we are fully entitled to grant the licences under this Agreement, and that the use of the Intellectual Property in accordance with this Agreement will not infringe the intellectual property rights of any third party. We indemnify you against any liability, loss and cost (including legal costs on an indemnity basis) suffered or incurred arising from or in connection with any infringement claim made against you in relation to your use of the Intellectual Property in accordance with this Agreement.

   3. We are not required to indemnify you for claims, actions, liabilities, losses, expenses, costs, and damages solely caused by your or your employees', contractors', or agents' fraud, wilful default, or gross negligence. You will take reasonable steps to mitigate any costs, damages, losses, or liabilities subject to our indemnity.

   4. This Clause 13.2 survives termination of this Agreement.

3. Debits and Set-Off

We may:

1. exercise our rights under any security we hold from you;

2. upon written notice, recover any amounts you owe us under this Agreement by setting off those amounts against amounts we owe you, including by:

   1. debiting your Settlement Account;

   2. debiting your Fees Account;

   3. debiting a Reserve Account established under Clause 14.4;

   4. deducting amounts from settlement funds; or

   5. invoicing you for:

      1. erroneous credits;

      2. Invalid Transactions (including Chargebacks);

      3. Fees;

      4. Card Scheme or regulatory penalties or fees;

      5. Government charges; and

      6. Other amounts due; and

3. charge interest at the RBA cash rate plus 3% on outstanding amounts owed to us under this Agreement.

This Clause 13.3 survives termination of this Agreement.

14. our right to Security

    1. Security

We may acting reasonably within a time frame reasonably determined by us, require one or more of the following:

1. security or further security from you in the form of a guarantee or indemnity and/or security over property for an amount or increased amount to be determined by us;

2. that the Fees Account or Settlement Account be subjected to a minimum balance in accordance with Clause 14.2 of this Agreement;

3. the introduction of controls or restrictions on your use of the Merchant Services.

You agree to do everything necessary (such as obtaining consents, signing documents, or supplying information) which we ask and consider necessary for the purposes of this Clause 14.1.

2. Fixed Balance Security

You acknowledge and agree that:

1. we may, at any time acting reasonably and to protect us from a material risk, decide that your Fees Account or Settlement Account is subject to or no longer subject to a minimum non-withdrawable balance and the amount of that fixed balance. The fixed balance may represent the whole or any part of the funds in the relevant account, and may be increased or decreased at our discretion;

2. a decision made under this Clause 14.2 will take immediate effect without notice to you. You will be notified in writing of our decision as soon as practicable after it being made;

3. once we have imposed a fixed limit on your Fees Account or Settlement Account you will be unable to withdraw funds other than any amounts which exceed that balance until we notify you in writing that we have determined that the fixed balance no longer applies; and

4. you irrevocably appoint us as attorney or agent to:

   1. do any of the things you are obliged to do under this Agreement with respect to your Fees Account or Settlement Account;

   2. request that the ADI at which your Fees Account or Settlement Account is held to immediately advise us of the balance of the relevant account, any steps you take to close the account, or any action taken by creditors with respect to its value; and

   3. exercise any of these rights and entitlements pursuant to any direct debit request you have signed in our favour.

1. Personal Property Securities Act

You acknowledge and agree that:

1. if we determine that this Agreement (or a transaction in connection with it), creates a security interest under the PPSA, you will do everything necessary (such as obtaining consents, signing documents, or supplying information) which we ask and consider necessary for the purposes of:

   1. ensuring the security interest is enforceable, perfected and effective;

   2. enabling us to apply for any registration or provide notifications in connection with the security interest to obtain the required priority; or

   3. enable us to exercise our rights in connection with the security interest;

2. we may complete documents on your behalf for the purposes of this Clause 14.3;

3. you will bear all expenses related to this Clause 14.3;

4. you will not register, or facilitate the registration, of any financing charge statement over the Supplied Equipment or other personal property connected to this Agreement without our consent;

5. we need not comply with sections 95, 118, 121(4), 130, 132 and 135 of the PPSA;

6. neither we nor any receiver/receiver manager need provide PPSA notices (unless required and non-excludable); and

7. you will not disclose information under section 275(1) of the PPSA (unless section 275(7) applies).

1. Reserve Account

1. You authorise us to establish a Reserve Account in our name at an Australian ADI on the terms set out in this Clause 14.4.

2. We may, at any time, acting reasonably and to protect us from a material risk, require that the whole or a portion of the value of any Transactions payable to you be deposited into the Reserve Account.

3. You irrevocably direct us to pay such funds into the Reserve Account upon receipt of a request from us. We will provide you with a record of any such funds deposited.

4. You acknowledge that our obligation under this Agreement to settle Card Transactions will be fully discharged upon the crediting of the Transaction proceeds to either the Settlement Account or the Reserve Account and that any contribution to the Reserve Account is a separate Transaction between you and us.

5. Any funds paid into the Reserve Account in accordance with paragraph (c) represent a debt owing by us to you and is not held by us on trust for you.

6. You authorise us to set-off all or part of the monies held in the Reserve Account against any obligations you have to us under this Agreement and notwithstanding that this Agreement may have terminated.

7. We will be entitled to any interest earned on monies held in the Reserve Account.

8. We may, in our absolute discretion, repay to you all or part of any money held in the Reserve Account. Such repayment is not a waiver of our right to require further deposits by you into the Reserve Account.

9. Within the greater of 180 days from the time of our making a deposit in the Reserve Account, or such longer period of time as is consistent with our liability for Transactions in accordance with the Card Scheme Rules, we will repay to you the amount of that deposit from the Reserve Account, subject to any applicable set off rights we may have.

15. Term and Termination

    1. Commencement

This Agreement commences when we notify you in writing that we have approved your Application.

2. Term

Unless otherwise agreed in the Application, the term of this Agreement will continue until terminated in accordance with Clause 15.3, 15.4 or 15.5.

3. Termination by Either Party

Either party may terminate this Agreement by providing 60 days’ written notice to the other party.

4. Immediate Termination by Us

We may terminate this Agreement immediately if:

1. you engage in irregular, invalid, or illegal card sales, experience excessive Chargebacks, or other circumstances arise that, in our reasonable opinion, materially increase our financial or security risk;

2. you or your directors appear on Visa's NMAS, MasterCard's MATCH list, or any domestic or international sanctions list;

3. a material change occurs in your business operations, industry, financial condition, goods or services provided, or the manner of provision (including delivery times) without our prior written consent (which will not be unreasonably withheld), and where, in our reasonable opinion, the change may materially increase our financial or security risk;

4. your independent certified accountants refuse to issue an unqualified opinion regarding your annual financial statements and consolidated subsidiaries (if applicable);

5. you experience an Insolvency Event;

6. you purport to assign this Agreement or undergo a Change in Control without our prior written consent (which will not be unreasonably withheld);

7. any information in your Application or your representations or warranties in this Agreement are materially incorrect, false, or misleading when made or deemed made;

8. you breach a material term of this Agreement that is not capable of remedy;

9. you breach a material term of this Agreement and, if capable of remedy, fail to rectify the breach within 5 Business Days of our notice of the breach;

10. we reasonably suspect you have fraudulently processed Transactions or allowed fraudulent Transactions to be processed using the Merchant Services;

11. you are not compliant with PCI-DSS requirements;

12. we are required by law or other reasons making service provision impossible;

13. we reasonably suspect that continuing to provide Merchant Services to you may materially damage our reputation, brand, or image; or

14. you have not processed any Transactions in the last 180 days.

1. Termination by You

You may terminate this Agreement immediately if:

1. we experience an Insolvency Event;

2. we breach a material term of this Agreement that is not capable of remedy;

3. we commit a material breach of this Agreement and fail to rectify the breach within 5 Business Days of your notice of the breach; or

4. we notify you of a Fee increase or a modification to this Agreement that materially increases your costs or obligations or materially diminishes your rights, and you provide written notice of the termination within 30 days of our notice of the Fee increase.

1. Termination by Card Schemes

You acknowledge that Card Schemes may, under Card Scheme Rules, direct amendment or termination of this Agreement.

7. Consequences of Termination or Expiry

Upon termination or expiry:

1. you must promptly return to us or destroy any or all copies of Confidential Information (unless you are required by Relevant Law or this Agreement to retain the Confidential Information);

2. all amounts payable under this Agreement become immediately due and payable;

3. you must cease processing Transactions through us, and we have no further obligation to accept Transactions from you;

4. any rights and obligations accrued before termination will survive, including:

   1. your obligations to pay or reimburse us for obligations related to submitted Transactions; and

   2. your responsibility for Chargebacks, Fees, refunds, adjustments, and other amounts due or that may become due;

5. we may retain all or party of any security provided to us for as long as we reasonably require to secure any of your obligations under this Agreement. If you request, and we agree, we may substitute the security for another form of security deemed acceptable by us;

6. we may notify Card Schemes of your details and the reason for termination; and

7. you must promptly return all Supplied Equipment (including attachments and parts) to us at your cost, in the same operating order, repair, condition, and appearance as when delivered (reasonable wear and tear excepted).

This Clause 15.7 survives termination of this Agreement.

8. Return of Supplied Equipment

   1. To return Supplied Equipment, you must:

      1. contact our customer service department for the return address using the contact details listed on our website;

      2. include the following information in the shipping box:

         1. company name, trading name, address, and phone number;

         2. contact person's name;

         3. your merchant account number; and

      3. maintain proof of delivery and the terminal's serial number.

   2. For each item of Supplied Equipment not returned, you must pay the lost Supplied Equipment fee set out in the Application. Alternatively, we may retrieve the Supplied Equipment, and you authorise us to access your premises for that purpose.

9. Suspension of Merchant Services

   1. We may suspend Merchant Services immediately upon written notice if any event in Clause 15.4 occurs. We may also temporarily suspend Merchant Services:

      1. if requested by a Card Scheme; or

      2. if we believe a malicious attack requires system updates (in which case we will use commercially reasonable endeavours to notify you to resolve before re-enabling the provision of services).

   2. We are not required to specify the suspension's duration but will provide the reason, referencing an event in Clause 1.3, where allowed.

   3. During suspension:

      1. you must not accept cards for goods or services or cash-out Transactions (except for refunds);

      2. we are not obligated to accept or settle Transactions processed after suspension notification; and

      3. you and your customers cannot process Transactions via the Online Payment Interface.

   4. Suspension under this clause does not affect our other rights under this Agreement.

1. Warranties and Liability

   1. Mutual Warranties

Each party represents and warrants to the other party that:

1. it has full power and authority to own its own assets and to carry on its business as it is presently being conducted, and to enter into and perform its obligations as specified by this Agreement;

2. it has taken all corporate and other action necessary to authorise the execution and performance of this Agreement so that this Agreement is fully valid and binding on and enforceable against it;

3. if the party is a corporation, it is a corporation with limited liability and is properly incorporated (or taken to be incorporated) or registered and validly existing under the Corporations Act;

4. it is appropriately authorised in respect of all the authorisations necessary for it to perform its obligations under this Agreement;

5. it has the required levels of skill, knowledge, resources and ability to undertake its obligations under this Agreement, and it will perform its obligations in accordance with Relevant Law; and

6. at the date of this Agreement, it is not aware of any action, proceeding, litigation, event or circumstance which may have a material adverse effect upon its ability to perform any of its obligations under this Agreement.

1. Your Additional Warranties

You warrant and represent to us that:

1. if you, a Related Body Corporate or any officer, employee or agent of you or a Related Body Corporate has at any time been listed on a database of terminated merchants maintained by any Card Scheme or have otherwise had merchant services terminated by another payments acquirer, you have disclosed that fact to us;

1. the receipt of money by us in accordance with any instructions given by you will not breach any Relevant Law in Australia or overseas; and

2. if you have entered this agreement in your capacity as a trustee of any trust you confirm the following in relation to that trust:

   1. the trust is validly formed and relevant documents comply with the Relevant Law;

   2. you are and will remain properly appointed as the only trustee of the trust;

   3. this Agreement and the Transactions entered into under it are for proper trust purposes;

   4. you have done everything required under the trust document to enter into this Agreement and the Transactions it contemplates.

1. Limitations on Warranties and Representations

   1. To the extent permitted by law and unless otherwise provided for in this Agreement, we disclaim all representations and warranties, express or implied, regarding the quality, suitability, merchantability, fitness for purpose, or otherwise of:

      1. any Merchant Services;

      2. any Supplied Equipment;

      3. the Online Payment Interface; or

      4. any goods provided incidental to the Merchant Services.

   2. Our liability for representations and warranties that cannot be excluded is limited to re-supplying the Supplied Equipment or Merchant Services, or the cost of re-supply, unless additional remedies are required under Relevant Law.

   3. This Clause 16.3 survives termination of this Agreement.

2. Limitations on Liability

   1. Neither party will be liable for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages.

   2. To the extent permitted by law, we are not liable for any loss (including loss of revenue), expense, or damage caused by or in connection with:

      1. this Agreement or the Merchant Services;

      2. the failure or malfunction of a card, Supplied Equipment, or any system (including communications, messaging, processing, or other systems) to function properly (except for direct loss or damage attributable to our fraud, negligence or wilful default);

      3. the acquisition of information by any person through unauthorized electronic or other interception of communication; or

      4. the failure of your systems or equipment.

   3. You are responsible for having alternative payment methods available in case of Supplied Equipment or system malfunction.

   4. Our cumulative liability for all losses or damages you may suffer under this Agreement is limited to the lesser of:

      1. $50,000; or

      2. the Fees we received for Merchant Services in the preceding 12 months.

   5. To the maximum extent permitted by law, and except with respect to any implied condition or warranty the exclusion of which would contravene any relevant law (including the Australian Consumer Law) or cause any part of this clause to be void (“non-excludable condition”), we disclaim any implied warranties in respect of the equipment or your use of the equipment or the provision of merchant services under this agreement, including any implied warranties of merchantability or fitness for purpose.

   6. This Clause 16.4 survives termination of this Agreement.

1. Dispute Resolution

   1. If you have a complaint, contact our customer service team. We aim to resolve complaints within 10 Business Days. If this is not possible, we will keep you informed of the progress.

   2. Before resorting to external dispute resolution, the parties will attempt to settle any dispute through direct negotiation, including referral to respective CEOs if the customer service team cannot resolve the complaint.

   3. If the CEOs cannot resolve the dispute within 14 Business Days (or another agreed period), the parties will refer the dispute to the Resolution Institute before arbitration or litigation.

   4. Nothing in this clause prevents a party from seeking urgent equitable relief in court.

   5. Despite a dispute, each party will continue performing its obligations under this Agreement.

   6. This Clause 17 survives termination of this Agreement.

2. Further Obligations

   1. Intellectual Property

You acknowledge that:

1. all Intellectual Property rights subsisting in the materials provided by us or developed by or for us in connection to the Merchant Services or this Agreement, vest in us and are our property; and

2. you must not use the materials in any manner that would infringe, violate, dilute or misappropriate any such rights.

This Clause 18.1 survives termination of this Agreement.

2. Assignment and Subcontracting

   1. You must not assign or transfer your rights or obligations (including via Change in Control or operation of law), or create any security interest in this Agreement, without our prior written consent (which will not be unreasonably withheld).

   2. We may, with 30 days' written notice:

      1. engage third parties to provide Merchant Services, including Supplied Equipment, and local support; or

      2. assign, novate, or transfer this Agreement and our rights or obligations, or appoint an agent or subcontractor to perform our duties.

3. Compliance with Laws, Regulations, and Rules

Each party must comply with all Relevant Law in connection with this Agreement.

4. Force Majeure

Except as otherwise provided under this Agreement, neither party is liable for default or delay caused by:

1. fire, flood, natural disasters, or acts of God;

2. a local or global pandemic materially impacting a party's business operations;

3. hostilities, war, riots, or civil disorders;

4. acts or omissions of the other party or a government authority;

5. labor disputes; or

6. third-party non-performance beyond reasonable control, including telecommunications/equipment failures or Card Scheme payment delays.

1. General

   1. Notices

      1. Notices must be in writing and sent by mail, courier, or email:

         1. to you: at your address or email in the Application, or as notified;

         2. to us: 222 Hoddle Street, Abbotsford VIC, 3106, Attn: General Manager, or as notified.

      2. Notices are deemed given:

         1. If mailed: on the fifth day after posting;

         2. If otherwise sent: when received.

   2. Consents

A party may give or withhold consent conditionally or unconditionally, without providing reasons, unless otherwise required under this Agreement.

3. Amendment

We may acting reasonably make the following changes to this Agreement without your consent:

1. withdrawing an existing Merchant Service, introducing new Merchant Services or replacing one or more of your existing Merchant Services with an existing or new Merchant Service;

2. subject to Clause 12.4, introduce a new Fee, or vary the amount of an existing Fee, how it is calculated or when it is billed;

3. making other changes to this Agreement where necessary to comply with Relevant Law, deal with significant fraud or security issues, reflect changes to industry standards or practices, or correct mistakes or omissions; and

4. any other change we consider to be necessary or reasonable to protect our legitimate business interests.

This Agreement may only be varied otherwise by written agreement of the parties.

Where any variation made by us has, or would have, an adverse impact on you, you may terminate this Agreement.

4. Severability

Provisions are severable. If any part is unenforceable, the rest remains valid.

5. Waiver

Failure to enforce a right does not waive that or any other right.

6. Governing Law

This Agreement is governed by the laws of New South Wales. Parties submit to the non-exclusive jurisdiction of NSW courts.

7. Entire Agreement

This Agreement is the entire agreement and supersedes prior agreements.

8. No Partnership

This Agreement does not create a partnership, joint venture, or principal-agent relationship (unless stated). You must not represent otherwise.

9. Anti-Bribery

Both parties must:

1. comply with Australian anti-bribery laws;

2. not offer, give, receive, or agree to receive any benefit that violates anti-bribery laws;

3. maintain anti-bribery policies and procedures;

4. not create false or misleading documents; and

5. report any requests for undue advantage.