Novatti Payments - Terms and conditions.

Australia

Novatti Acquiring Services

Merchant Terms and Conditions

INTRODUCTION
Novatti Acquiring Services (AUS) Pty Ltd is a payment transaction processing service offering a payment gateway to provide Merchants with a solution to accept Card payments, Cryptocurrency payments, Asian Wallet Payments and to offer other services in accordance with these terms and conditions. Novatti Acquiring Services (AUS) Pty is referred to herein as “we,” “our,” or “us”.
These Terms and Conditions constitute a legal agreement (Agreement) between us and the entity or person doing business in their individual capacity (“you,” “your,” “user” or “Merchant”) who registered for the provision of the Card Acquiring Services and potentially additional Merchant Services through the completion and submission of the Novatti Acquiring Merchant Application Form (Application Form).
By accessing or using the Novatti Acquiring Services you agree to these Terms and Conditions.
We may amend these Terms and Conditions at any time by posting a revised version on our website or by informing you directly via email to your designated email account. The revised version will be effective at the time we post or send it to you, whichever occurs first. In addition, if the revised version includes a substantial change, we will provide you with 30 days’ prior notice of that substantial change.
If you disagree with any changes to these Terms and Conditions you may, within 30 days of the date on which the changes were posted and/or notified, provide us written notice setting out the changes you do not agree to. If we have not agreed to withdraw the changes you do not agree to (as set out in your notice) with 30 days of our receipt of your notice, you may terminate this Agreement with immediate effect by providing further written notice to us.
If you do not provide such a notice within 30 days of the date on which the changes were posted and/or notified, you are deemed to have accepted the changes.
Novatti Acquiring Services (AUS) Pty Ltd is located at Level 3, 461 Bourke Street, Melbourne, VIC, 3000, Australia.

1. DEFINITIONS
The following terms when used in this Agreement or any other document referred to herein, shall have the following meaning:
AML/CTF obligations has the meaning given to that term in clause 4.18.
API means Application Program Interface.
Asian Wallet Services means an alternate payment solution platform that provides Chinese residents and/or visitors in Australia with a facility to make non-cash payments for goods and/or services, using Chinese leading payment methods as detailed in Item 2 of the Service Schedule.
Bank Guarantee means a bank guarantee or bank guarantees issued on behalf of you to us in accordance with clause 8.
Card means a card that has been designated by the issuer as a Visa or MasterCard card or a card issued by any other Card Scheme, including digital versions of such cards placed in a digital wallet or other platform.
Card Acquiring Services means the activities we undertaken to authorize, process and settle Card transactions undertaken by Cardholders with Merchants, including all other activities necessary for the provision of online Card acquiring services.
Card Schemes means Visa, MasterCard and any other card scheme agreed by all parties for the purposes of the Card Acquiring Services for the purposes of the Novatti Acquiring Services.
Card Scheme Rules means the rules and regulations which regulate participants in the Card Schemes.
Cardholder means the person in whose name the Card has been issued.
Chargeback means the reversal of a transaction.
Confidential Information has the meaning given to that term in clause 12.
Cryptocurrency Acquiring Services means the activities undertaken by us to enable you to receive payments through various cryptocurrency exchanges as detailed in Item 3 of the Service Schedule.
Data Breach has the meaning given to that term in clause 14.3.
Illegal means in contravention of any Law.
Fees or Merchant Fees means the fees payable by you to us in accordance with clause 9.
Fraud Engine Services means the internet based fraudulent transaction review and prevention services as detailed in Item 1 of the Service Schedule.
Law means a statute, regulation, ordinance or other law in force in Australia and any other jurisdiction in which you offers to sell goods or services on the Website.
Merchant Services means any additional payment transaction possessing or other service, including the Fraud Engine Services, the Asian Wallet Services and Cryptocurrency Acquiring Services.
Merchant Settlement Funding Account means the account in which funds are held on behalf of you.
Novatti Acquiring Services means the Card Acquiring Services and all applicable Merchant Services.
Party/Parties means the party/parties of this contract, us, you or both together (plural).
Payment Card Industry Data Security Standard means the standards published by the PCI Security Standards Council or such other minimum standards for enhancing payment and account security required by us, or any Card Scheme, from time to time.
Portal means a gateway to a management system all merchants can use to perform a number of activities related to the Novatti Acquiring Services.
Settlement Amount means, in relation to a transaction, the transaction amount less the Fees.
Security Deposit means an amount to be held by us as security for any amounts payable by you under these Agreement, as determined in accordance with clause 8.
Term means the period from the date this Agreement commences to the date it is terminated.
Transaction means a payment transaction by Card between a Cardholder and you using the Novatti Acquiring Services.
Website means your website(s) on the internet, through which you offer your products and/or services for sale and includes any mobile or tablet application through which your website may be accessed and products/services may be purchased by Cardholders

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2. SCOPE
2.1 We provide the Novatti Acquiring Services, as a payment solution platform that enables Merchants to receive payment for goods and/or services purchased in Australia.
2.2 You agree to offer and accept the Novatti Acquiring Services as an option for Card payment for your goods and/or services provided through the Website and other delivery channels, subject to these Terms and Conditions.
2.3 We may choose not to offer or provide the Novatti Acquiring Services (in our sole discretion) to any merchant. However, once this Agreement has commenced and you have successfully completed (to our satisfaction) our applicable merchant on-boarding and screening procedures for the purposes of satisfying our AML/CTF obligations, we will provide the Novatti Acquiring Services to you subject to these Terms and Conditions.

3. TERMS AND CONDITIONS
3.1 The Term of this Agreement shall commence upon the acceptance of these Terms and Conditions by you and shall continue until it is terminated in accordance with its terms.
3.2 Except where expressly provided otherwise in these Terms and Conditions, this Agreement may not be terminated by notice within the first twelve months of the Term. Following the first anniversary of the commencement of the Agreement, either Party shall be entitled to terminate the Agreement without cause by giving thirty (30) days’ written notice to the other Party, with termination to have effect at the end of the calendar month in which the notice period ends.
3.3. We shall be entitled to terminate this Agreement with immediate effect if we have reasonable grounds to believe that you conduct, engage in, facilitate, support or promote activities outside the scope of the business activities which you declared in your Application Form.

4. MERCHANT OBLIGATIONS
4.1 You may accept payment from Customers using the Novatti Acquiring Services only in respect of the products/services that you offer for purchase. You must not use Novatti Acquiring Services to process transactions on behalf of a third party. For the avoidance of doubt, this includes not processing payments for goods or services sold on another person’s website.
4.2 You may accept Novatti Acquiring Services as a means of payment on the Website. All URLs at which Novatti Acquiring Services will be accepted as a means of payment are set out in the Application Form. Inclusion of Novatti Acquiring Services as a means of payment at additional URLs of yours shall be notified to us by providing an updated Application Form.
4.3 You undertake to comply with all Laws relating to your activities and business, including, but not limited to, applicable tax laws, anti-money laundering provisions, regulations relating to the protection of minors and laws relating to the provision of Cardholder data on specific transactions to us.
4.4 You undertake to comply with applicable provisions on the protection of minors and to carry out an age check for “over 18” adult products that is in conformity with the Law, where applicable.
4.5 You undertake not to allow or facilitate any prohibited activities and/or offer any Illegal products or services and/or services that are included in our “Do Not Process” list as incorporated in this Agreement in Annex A and as updated from time to time on any Websites on which Novatti Acquiring Services and/or Merchant Services are accepted as means of payment.
4.6 You confirm that you hold all rights and licences that are necessary for providing the goods and services offered on the Websites concerned and will hold such rights and licences for the term of the Agreement.
4.7 You agree to immediately notify us of any suspicious, fraudulent or unauthorised transactions.
4.8 You agree to inform us as soon as practicable upon any changes to your corporate structure or any material change to your operations.
4.9 You shall be responsible for resolving all disputes with Customers and have sole responsibility for dealing with questions, complaints or enquiries raised by a Customer involving a transaction using the Novatti Acquiring Services.
4.10 You must keep your login information to the Portal, including the access name and password, secret and secure. You must also take all reasonable steps to keep your system secure and free from any unauthorised access or computer virus.
4.11 You shall in addition at all times comply with our reasonable policies (including any policies or procedures relating to fraud prevention), as amended from time to time and shall give us audit rights during office hours on business days in relation to relevant consumer data relating to “Know Your Client” information on individual Cardholders specifically for regulatory, fraud and/or AML purposes. A policy will be deemed to be reasonable to the extent it is intended to ensure compliance with any applicable Law or Card Scheme Rules.
4.12 When using the relevant service provided by us under this Agreement, you shall ensure that your procedures for handling orders and the delivery or provision of goods and/or services offered by you are compatible with the settlement process of the Novatti Acquiring Service.
4.13 You shall not intercept any information of the buyer by technical or other illegal means for the purpose of placing orders or making online payments in place of the buyers.
4.14 You shall not employ any reverse engineering method to decipher all systems and procedures including but not limited to, our software systems and procedures, and shall not copy, amend, edit, consolidate and alter any systems or procedures (including but not limited to the source program, object program, software files, data processing in local computer storage devices, data from terminals of clients to servers, server data, etc.) and shall not amend the original functions of or add further functions to our software system.
4.15 You agree to adhere all applicable Card Scheme Rules (including rules relating to Cardholder data) and relevant Law at all times.
4.16 You must ensure that your services and systems at all times comply with the Payment Card Industry Data Security Standards.
4.17 You must provide on request from us, such additional information necessary for us to make an assessment of your credit risk exposure.
4.18 You must provide us with all information and assistance reasonably required to perform our obligations. This includes providing any required information required for us to meet our obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and associated regulations (AML/CTF obligations).

5. SERVICE PROVIDER’S OBLIGATIONS
5.1 We shall be responsible for the establishment, operation and management of the Novatti Acquiring Service and the Portal. We will ensure that our Card Acquiring Services and associated systems at all times comply with the Payment Card Industry Data Security Standards.
5.2 We have the right to obtain trading information such as orders received by you, financial statements, logistics and delivery information, amount of transaction, etc. You shall retain such information for at least 7 years. If we request such information, you shall provide such information within seven (7) calendar days upon request.
5.3 We shall be responsible for receiving and dealing with complaints arising from defects of the Novatti Acquiring Service or relating to disputes pertaining to settlements. You acknowledge and agree that, we, as a payment service provider, only provide the relevant payment service under this Agreement, and shall not be held liable for any other dispute between you and any other party relating to payments conducted by utilising the Novatti Acquiring Service, including but not limited to disputes pertaining to the quality and/or quantity of your products and/or services, the settlement amount and the delay in delivery.
5.4 We shall provide you with all the required information and guidance relating to interface technology, files, etc. necessary for the performance of this Agreement.

6. TERMS OF USE
6.1 Each Party authorises the other Party during the Term to use its trademark only for the purposes expressly contemplated in this Agreement and for no other purpose.
6.2 The rights granted under this clause are non-exclusive and non-transferable.
6.3 Each Party agrees not to combine or use the other Party’s trade mark in combination with any other name, mark or trade mark, and not to modify, alter or change the other Party’s trademark in any way or to do anything that would in any way infringe, impeach or lessen the value of validity of the other party’s trade mark or the goodwill associated with that trade mark.

7. PROCESSING OF PAYMENTS
7.1 We will process the transactions and provide transaction management services in accordance with this Agreement.
7.2 We will provide you with access to the Portal, where you can track and manage your transactions. We accept no responsibility for any inability to use the Portal that arises from an issue between you and your network or communication provider.
7.3 In case of a Cardholder/ customer rightfully claiming payment that was incorrectly executed due to an error, you can access the refund management system in the Portal and order a refund of the funds to the Cardholder. If you do not have sufficient unbalanced funds in your Merchant Settlement Funding Account to support a refund or Chargeback, you will need to top your Merchant’s Settlement Funding Account up, before the request can be processed. The rules and procedures outlined in clause 8 of these Terms and Conditions apply.

7B. DIRECT DEBIT PAYMENTS
1. You may request Novatti to provide direct debit services to your customers from time to time. Novatti will in such instance, work with you to:
(a)design a webpage whereby your customers can click and select a direct debit option for payment of amounts owing to you;
(b)ensure that the customer grants Novatti (and any affiliate engaged to assist in effecting the Direct Debit Services) authority to effect the direct debit same;
(c)enable the transfer of funds from the customer’s nominated bank account to your nominated bank account;
(d)assist in the investigation of customer queries or disputes insofar as they relate to any amounts charged or on-charged by Novatti,
(the “Direct Debit Services”).
2. In providing the Direct Debit Services, we will be entitled to rely on certain information given by you. This includes (but is not limited to):
(a)details of the customer’s Australian bank account;
(b)details of the amount owing from the customer to you;
(c)details of the customer’s name and identifying information; and
(d)details of your bank account.
3. We will also be entitled to assume that:
(a)the information you give us remains correct and up to date;
(b)you have verified your customer’s identity and have no knowledge of any circumstances that may make the matters contemplated herein unlawful; and
(c)you understand and consent to the engagement of third party service providers by Novatti in the provision of Direct Debit Services.
4. You agree that:
(a)the funds, once debited from the customer’s account, will be held in Novatti’s account (and may also pass through the accounts of affiliates we engage to assist in the provision of Direct Debit Services) until transferred to you (less any agreed amounts to be retained by Novatti);
(b)in the event that your customer is liable to pay a fee or charge to a financial institution (for example, due to insufficient funds in their bank account to honour the direct debit), Novatti may recover this fee from you (if Novatti has paid, or is being asked or required to pay, same); and
(c)Novatti shall have no liability whatsoever, and you will indemnify Novatti fully in relation to, any claims, costs, damages or amounts payable which arise other than due to the fraudulent or grossly negligent provision of Direct Debit Services by Novatti.

8. REFUNDS AND CHARGEBACKS
8.1 You shall give refunds for Transactions only by means of credit to the same account used for the original Transaction and not in another card or cheque or cash.
8.2 You can request refunds only up to the amount available in your Merchant Settlement Funding Account balance.
8.3 You agree to follow all reasonable policies and procedures provided by us and fulfill all requirements set out in these Terms and Conditions and the on-boarding materials in order to keep the Chargeback volume as low as possible. Should the Chargeback volume be equal to or more than 0.5% total volume for any month, we will have the right to terminate this Agreement with immediate effect by providing written notice.
8.4 Should at any time the total of the amounts owed by you to us under these Terms and Conditions (including but not limited to amounts paid or required to be paid by us for Transactions that are reversed as Chargebacks or otherwise refunded) exceed the settlement amounts held by us, you will pay the amount of that excess to us promptly on demand.
8.5 We may require you to provide a bank guarantee to us (Bank Guarantee) to secure your obligations to us under this Agreement. We will inform you of the amount of the Bank Guarantee required and must provide you with written notice of these requirements from time to time. We may increase or decrease the amount of the Bank Guarantee in our absolute discretion, and will provide you with written notice. We must notify you of the deadline for providing the Bank Guarantee, the minimum period of notice that we are required to give you is 10 days. In the event of your breach of this Agreement, we can exercise our rights under the Bank Guarantee.
8.6 We may require you to hold a security deposit with us (Security Deposit). We will set the amount of the Security Deposit required (and its basis of calculation) and must provide you with written notice of these requirements from time to time. We may increase or decrease the amount of the Security Deposit in our absolute discretion, and will provide you with written notice. We must notify you of the deadline for paying the Security Deposit. Where directed to do so under this clause, you must pay the Security Deposit into a dedicated bank account notified by us (security deposit account) within the timeframe for such payment. Any interest which accrues on the funds held in such security deposit account will form part of the Security Deposit.
If you fail to provide the required amount of the Security Deposit as required, we may:
(i) retain a percentage (as specified by us from time to time) of Transaction proceeds which would otherwise be payable to you, and treat them as forming part of the Security Deposit, up to the amount of the required Security Deposit; or
(ii) obtain the amount of any shortfall from you.
8.7 If, following the commencement of this Agreement, we require you to provide a Bank Guarantee and/or Security Agreement or to increase the amount of any existing Bank Guarantee and/or Security Agreement (referred to in this clause as a Security Requirement) and you are unwilling to comply with the Security Requirement, you may, at any time prior to the deadline for complying with the Security Requirement, provide us written notice of your intention to terminate this Agreement. If we have not waived or dispensed with the Security Requirement (by confirming this to you in writing) within 10 days of our receipt of your notice, then:
(i) this Agreement will terminate with effect from the end of the first calendar month following the month in which we received your notice of intention to terminate; and
(ii) you will not be liable for any failure to comply with the Security Requirement prior to such termination.
8.8. We may also withhold Transaction proceeds for a period of up to 7 days, if we have reasonably determined that doing so is necessary. We must provide you with written notice of these requirements from time to time. Any Transaction proceeds retained will form part of the Security Deposit.
8.9. You agree that:
(i) We may deduct from the Security Deposit any chargebacks, fines or penalties, and any amounts which we are required to deduct from the Security Deposit in accordance with the applicable Card Scheme Rules and any other amounts payable by you to us under this Agreement; and
(ii) in circumstances where an amount has been deducted from the Security Deposit by us in accordance with these Terms and Conditions, you will contribute additional funds to the Security Deposit account equal to the top-up amount within the reasonable timeframe specified by us.
8.10 You grant us a security interest over the Security Deposit and any amounts credited to us or a nominated third party bank account to secure performance of your obligations under this Agreement. You undertake to:
(i) do all acts and provide us on request all information we require to register a financing statement or financing change statement on the Personal Property Securities Register; and
(ii) advise us immediately in writing of any proposed change in your name or other details on the Personal Property Securities Register.
You waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest created by this clause. Sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the Personal Property Securities Act 1999 will not apply in relation to the security interest created by this clause or its enforcement.
8.11 We must refund to you any remaining Security Deposit held within the Security Deposit account on the date which is 18 months following termination or expiry of this Agreement or such sooner date determined by us in our sole discretion.
8.12 You must provide us with a direct debit authority over your nominated bank account. You agree that we are authorised to use this direct debit authority in respect of any amounts owing to us under this Agreement.

9. MERCHANT SETTLEMENT FUNDING ACCOUNT
9.1 We will maintain a Merchant Settlement Funding Account for you. Amounts in your Merchant Settlement Funding Account are held on bare trust for you. The Merchant Settlement Funding Account does not constitute a checking, savings or other bank account and is not connected in any way to any other account you may have.
9.2 We will provide you with access to information about your Transactions and the Merchant Settlement Funding Account, via the Portal and/or in such form and manner as we determine from time to time. You may raise any issue that you have concerning an amount paid, or not paid to you, within 3 months of the date of payment or of the date the payment was due.
9.3 We reserve the right to withhold payment to the Merchant Settlement Funding Account of any amount for such period as we consider necessary to comply with Law and/or any Card Scheme Rules where we have reasonable grounds to suspect you have processed Transactions otherwise than in accordance with this Agreement or where we are required to do so by Law.

10. MERCHANT SERVICE CHARGES
10.1 All fees associated with us providing Novatti Acquiring Services to you will be detailed within a separate document provided to you prior to the commencement of this Agreement (‘Merchant Fees’) which is hereby incorporated into this Agreement by reference.
10.2 We may amend the Merchant Fees at any time by informing you directly via email to your designated email account. The revised Merchant Fees will become effective 30 days after the initial notice is sent or such later date as may be specified in the notice (Fee Change Effective Date).
10.3 If you do not agree to the new Merchant Fees, you may, at any time within 20 days of the notice being sent under clause 10.2, provide us written notice of your intention to terminate this Agreement. If we have not, prior to the Fee Change Effective Date, agreed (in writing) to keep the Merchant Fees unchanged, this Agreement will terminate effective from the Fee Change Effective Date.
10.4 If you do not give notice under clause 10.3 within the 20-day period referred to in that clause and you continue to use the Novatti Acquiring Service, you shall be deemed to have accepted the new Merchant Fees as administered by us.

11. DISBURSEMENT
11.1 We will credit to your Merchant Settlement Funding Account any amounts received in respect of your Transactions. We will use reasonable endeavours to credit such amounts to your Merchant Settlement Funding Account within 2 business days after the date we receive the funds.
11.2 Settlement shall be effected in the currency used for the payment of your goods and/or services.
11.3 Any bank fees or handling costs incurred for receiving funds are to be paid by you.
11.4 We will enable the remittance of the money collected, less any Merchant Fees, deductions or adjustments made in accordance with these Terms and Conditions.
11.5 We are entitled to withhold transfer of the Settlement Amount if we have reasonable grounds to believe that you offer or provide Illegal goods and/or services and/or services and/or are undertaking activities that may constitute money laundering, or fraud or an event occurs in respect of you which has an adverse effect on our credit risk.

12. CONFIDENTIAL INFORMATION
12.1 Confidential Information means this Agreement and any information of, or relating to, the businesses (including without limitation any person with whom a Party has entered into a joint venture, strategic alliance or other business arrangement), systems, operations, Cardholders, properties, assets or affairs of a Party or its related bodies corporate which is or has been disclosed by the disclosing Party to the receiving Party or learnt or acquired by the receiving Party under or in connection with this Agreement, whether orally, electronically or in writing, together with documentation or information that is marked as “confidential”, other than any information which was already available and/or has been requested to become available by a relevant Authority. The Parties undertake to keep strictly secret all Confidential Information and the obligation to maintain confidentiality shall apply during the Term and for three years after termination of this Agreement.
12.2 Either Party shall disclose Confidential Information only to those members of its enterprise and/or its agents who require such information for handling the business relationship and who are subject to duties to maintain confidentiality that are at least equivalent to the provisions contained herein.
The obligations in this clause 12 do not apply to the extent disclosure is required by Law, the rules of a stock or securities exchange applying to a Party or a related body corporate of a Party, or a regulatory or government authority.

13. INTELLECTUAL PROPERTY
13.1 Any and all texts, pictures, charts, sound files, animation files, video files and other content and files provided by us or our affiliates are our intellectual property or third parties and are protected by copyright, trademark rights, or other intellectual property rights.
13.2 You shall neither change nor configure, modify or transfer the software to third parties and shall use the same only to the extent granted under the licence hereunder. You must comply with terms and conditions of use and licence regulations notified by the author or us in respect thereof, as the case may be.
13.3 All rights to use the software plus documentation shall expire upon termination of this Agreement.

14. 
    DATA PROTECTION/SECURITY
    14.1 Each Party undertakes to provide appropriate data protection and to ensure confidentiality, availability and accuracy of data. Each Party shall, in particular, be obliged to ensure reasonable protection of its systems against unauthorised or accidental destruction, accidental loss, technical errors, falsification, theft, unlawful use, unauthorised alteration, copying, access and other unauthorised activities.
    14.2 You and we are obliged to securely process and maintain privacy of data, and therefore must obtain, including but not limited to, any permits, licences, or certificates that may become necessary. The Parties mutually agree that the obligations that arise under this clause 14 shall, also, be imposed on their agents and/or affiliated companies.
    14.3 Where a Party (referred to in this clause as the First Party) holds or stores any of the other Party’s data, the First Party hereby agrees to notify the other Party in writing no later than forty-eight hours after the First Party discovering that there has been (or believed to have been) any unauthorized or accidental accessed access to, or disclosure, alteration, loss, or destruction of, the data or any action that prevents the First Party from accessing the data (a Data Breach). The First Party will provide reasonable cooperation and assistance in relation to the other Party’s response to the Data Breach.
    
    15. REPRESENTATIONS & WARRANTIES
    15.1 Each Party represents, warrants and undertakes that:
    (a) it has the full right, power, legal capacity and authority to perform its obligations under this Agreement;
    (b) it complies and shall continue to comply with all applicable legislation; and
    (c) it has and shall maintain (as applicable) for the duration hereof all necessary licences, consents and approvals for the provision of the services in accordance with this Agreement.
    15.2 In the event of a breach by us of the warranties in this clause or any other provision of this Agreement which we have not remedied within 30 days of receiving notice of the breach from you, you may, without limiting any of your other rights under this Agreement, terminate this Agreement with immediate effect by providing written notice.
    15.3 In the event of a breach of this Agreement (whether material or not) by you, without limiting any of our other rights under this Agreement, we may, at our sole discretion, immediately suspend the provision of Novatti Acquiring Services until the breach is remedied or, if the breach is not remedied within 30 days of you receiving notice of the breach from us, immediately terminate this Agreement on written notice to you.
    15.4 You acknowledge and agree that:
    (a) although we will use commercially reasonable efforts to take appropriate actions to remedy and avoid disruptions with respect to your use of Novatti Acquiring Services, we cannot guarantee that such events will not occur;
    (b) we will not be responsible or liable to you in respect of any inability for you to access or use the Novatti Acquiring Services to the extent that this is caused by any unavailability or failure of, or fault in, any public telecommunications network (including any internet service) or any software, hardware, systems or schemes (including Card Schemes) not supplied by us to you; and
    (c) we do not warrant that the Novatti Acquiring Services will be uninterrupted, error-free, or completely secure.
    15.5 You represent and warrant that:
    (a) all information provided under this Agreement is true, accurate and complete and does not impersonate any other person or use a name without authorisation to use that name; and
    (b) you will not violate any applicable Law in connection with the performance of its obligations and use of the Novatti Acquiring Services.
15. LIMITATION OF LIABILITY AND INDEMNITY
    16.1 Except for the warranties expressly set out in this Agreement and to the extent permitted by the Law, we expressly exclude all conditions and warranties, whether express or implied, statutory or otherwise.
    16.2 The liability of each Party to the other Party for loss and damage shall be limited as follows:
    (a) Subject to clauses 16.3 and 16.4, the maximum aggregate liability of a Party for any and all direct loss or damage arising from an act or omission under this Agreement shall be no more than the aggregate amount of the Fees actually paid to us in the 12-month period prior to the date of the relevant act or omission which led to the direct loss or damage.
    (b) Subject to clauses 16.3 and 16.4, any liability for any consequential or indirect loss or damage, loss of data or loss of profits or revenue, howsoever caused is hereby excluded to the fullest extent permitted by Law.
    (c) Each Party (referred to in this clause 16.2(c) as the First Party) shall have no liability to the other Party for any failure to perform any of the First Party’s obligations under this Agreement if and to the extent that such failure is due to any material delay or other material default on the other Party’s part to perform its obligations under this Agreement.
    The limitations and exclusions in this clause 16.2 apply in respect of all causes of action which may arise under or in connection with this Agreement, whether in contract (including under an indemnity), tort or otherwise.
    16.3 The limitations and exclusions in clauses 16.2(a) and 16.2(b) will not apply to:
    (a) liability for any chargebacks, fines, penalties and any amounts which are incurred in accordance with the applicable Card Scheme Rules;
    (b) your liability to pay the Fees;
    (c) liability arising from any Illegal conduct;
    (d) liability arising from infringement of a Party’s intellectual property rights, a Party’s breach of clause 12 (Confidentiality) or clause 14 (Data Protection/Security), or a Data Breach in relation to data held or stored by a Party; or
    (e) your liability under the indemnities in clauses 16.5 and 16.6.
    16.4 Nothing in these Terms and Conditions (including the limitations and exclusions of liability in clause 16.2) is intended to exclude, contract out of, limit or restrict any right or remedy you may have under the Fair Trading Act 1986. For further information in relation to this legislation, you can visit: https://comcom.govt.nz/
    16.5 You shall release and indemnify us from any claims, demands or losses of a Cardholder caused by your conduct in relation to the Card Acquiring Services and the Novatti Acquiring Services, including but not limited to any fines imposed as a result of an unacceptable rate of Chargebacks; or any assertion of claims under warranty, claims for damages or other claims with regard to the goods and services offered by you.
    16.6 You shall release and indemnify us from liability for damage caused by you if you:
    (a) operate Illegal systems, offer Illegal products and/or services or act as an agent for or solicits Illegal activities for third parties;
    (b) engages in Illegal marketing activities for its goods and services; or
    (c) fails to check the age of the prior to selling goods and services that are suited only for persons above the age of 18 or a different age limit.
    16.7 Without limiting any other provision in this Agreement but subject to clause 16.2, each Party (Indemnifying Party) shall fully indemnify, hold harmless and defend (collectively “indemnify” and “indemnification”) the other Party and its directors, officers, employees, agents, shareholders and related bodies corporate (collectively, Indemnified Parties) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable solicitor’s fees and costs), whether or not involving a third party claim, which arise out of or relate to:
    (a) any breach of any representation or warranty of the Indemnifying Party contained in this Agreement; and
    (b) any breach or violation of any term, covenant, undertaking or other obligation or duty of the Indemnifying Party under this Agreement or under applicable Law.
16. 
    MISCELLANEOUS PROVISIONS
    17.1 Neither Party shall be liable for damage caused by force majeure, riot, war and/or Acts of God or by other events (e.g. strike, lock-out, traffic disruption, political risk) which are beyond the control of that Party.
    17.2 This Agreement shall be governed and construed in accordance with the laws of Victoria, Australia and the Parties submit to the exclusive jurisdiction of the Australian Courts.
    17.3 If a provision of this Agreement is or becomes ineffective in whole or in part, the validity of the remaining provisions shall not be affected thereby.
    17.4 The waiver of any breach in this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
    17.5 Either Party (referred to in this clause 17.5 as the First Party) may assign or transfer this Agreement, or its interest in this Agreement, without the prior written consent of the other Party, to any third party which has:
    (a) acquired all or a material part of the First Party’s business and assets; and
    (b) in the case of an assignment or transfer by you, (i) successfully completed (to our satisfaction) our applicable merchant on-boarding and screening procedures for the purposes of satisfying our AML/CTF obligations; and (ii) provided a Bank Guarantee and/or Security Deposit acceptable to us (acting reasonably).
    Any such assignment or transfer by the First Party will not relieve the First Party of its liability to perform this Agreement, unless the other Party agrees otherwise in writing.
    17.6 We shall be also entitled to assign and/or transfer our rights and obligations under this Agreement to our affiliated companies in whole or in part by giving 30 days’ notification. You hereby give your irrevocable consent to such transfer.
    17.7 Any other assignment and/or transfer of a Party’s rights and/or obligations under this Agreement other than pursuant to clause 17.5 or 17.6 shall require the other Party’s prior written consent (which consent shall not be unreasonably withheld).
    17.8 Modifications of or amendments to the Agreement, including any special or supplemental agreements, shall be made in writing.
    17.9 Any notice or other communication to be given under this Agreement shall be in writing
    17.10 The relationship between the Parties is solely as independent contractors, and this Agreement will not establish any partnership, joint venture, employment, franchise or agency between us and you. Neither us nor you will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
    17.11 This Agreement constitutes the sole, final and entire agreement between the parties, and supersedes any prior agreements or understanding.

(Additional) Merchant Services

The below mentioned services have been incorporated in this schedule in anticipation of the services being available/applicable in line with your selections during the application process.
Only the terms corresponding with the Merchant Services you have selected to receive during the on-boarding process will apply to you.
You may apply to receive additional Merchant Services through the Portal, and we may at our sole discretion either accept such application or request further KYC information or reject it. You agree and understand that the provision of the different Merchant Services is always subject to you providing us with all requested KYC Information.
To the extent of any inconsistency between this Service Schedule and the provisions of the general terms and conditions included in this Agreement which also apply to your access and use of the Merchant Services, the following rules shall apply:
-The specific rules of the Service Schedule prevail over all other provisions in regard to the applicable Merchant Service.


I. Merchant Service Item 1:

Fraud Engine Services
1. You may choose to receive Fraud Engine Services by applying for this service through the Portal. The Fraud Engine Services consist of
a) An automatic review of all transactions placed with an “approve” or “decline” recommendation as a result, and
b) A Chargeback Guarantee for approved transactions. The Chargeback Guarantee will be your sole and exclusive remedy for all Chargebacks that occur in direct relation to a transaction which has gotten an “approve” recommendation as a result and has subsequently been accepted by you. The Chargeback Guarantee amount shall be the lower of (i) the original transaction value and (ii) the amount stated in the original chargeback notice submitted to us and shall exclude the Fees charged by us and/or incurred by you in relation to such chargeback (the “Chargeback Guarantee”).
2. Reimbursement for amounts owed to you pursuant to the Chargeback Guarantee will be credited by us to your Merchant Settlement Funding Account on a monthly basis. The Chargeback Guarantee shall be valid for a period of six (6) months from the date the original transaction occurred.
3. In order to claim the Chargeback Guarantee you must submit the following documents:
(a) A chargeback reason or reason code
(b) The original order date and order amount
(c) For orders in which the customer used a credit card to place the order, the notice must include the first six (6) and last four (4) digits of the credit card.
(d) If the order was placed using an alternative payment method the notice must include the customer’s name and customer email.
You hereby acknowledge and agree that we may require further information, including but not limited to shipping forms or tracking numbers, from you to process a Chargeback Guarantee claim and agree to providing us with such information reasonably requested.
4. You acknowledge and agree that an “approve” or “decline” recommendation is just a recommendation and does not constitute legal advice or include a definitive statement on whether or not a transaction is fraudulent. You can choose to follow the recommendation or not, using your own judgement and accept full responsibility and liability for your choices.
5. You acknowledge that we have entered into an agreement with a third party service provider in order to facilitate the provision of the Fraud Engine Service to you. However, you acknowledge and agree that at no time are we, our parent and/or affiliates making any representation or warranty regarding any third party’s product or services, nor will we and/or our affiliates be liable to you for any claims arising from or in connection with such third party products and services. You hereby disclaim and waive any rights and claims you may have against the us and/or our affiliates with respect to third party products and services to the maximum extent permitted by law.
6. You hereby acknowledge and agree for us to share your data, as well as any relevant operational or transaction data with the third party service provider for the purpose of providing the Fraud Engine Services or as required by applicable law or regulations and/or the card scheme rules. You further acknowledge and agree that the data we share with the third party provider may be incorporated into the third party service provider’s services and you agree to grant us a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, irrevocable and transferrable right to use the data received by you in the aforementioned manner.


II. Merchant Service Item 2:

Asian Wallet Services
1. You may choose to receive the Asian Wallet Services by applying for this service through the Portal.
2. Through the Asian Wallet Services, we will enable your customers to pay for goods and/or services by using e-wallets issued by AliPay, WeChat Pay, UnionPay and other means of payment that we might include in this Asian Wallet Service in the future.
3. We will process each payment to your Merchant Settlement Funding Account between T+1 and T+3 or as otherwise mutually agreed in writing. In case of a customer requesting a refund or a payment that has been incorrectly executed due to an error, you can access the refund management system in the Portal and order a refund of the funds to the customer’s applicable e-wallet. You acknowledge and agree that a refund can only be processed if you have sufficient unbalanced funds in your Merchant Settlement Funding Account.
4. The settlement will be effected in AUD and any bank fees or handling costs incurred for receiving funds are to be paid by you in addition to the Fees.
5. During the term of this Agreement, you are licensed by us to use the Asian Wallet Services logo (Logo) on your Website, Physical Point of Sale and payments related advertising materials. The Logo will be provided by us immediately upon execution of this Agreement. You shall place the Logo at a place and in a size that is suitable for that purpose and agrees to comply with any display conventions provided by us in writing.
6. You undertake not to allow or facilitate any prohibited transactions through the China Payment Services as listed on these websites and as updated from time to time:
https://global.alipay.com/docs/ac/Platform/le18gg
https://pay.weixin.qq.com/index.php/public/wechatpay_en/proper_rule

III. Merchant Service Item 3:

Cryptocurrency Acquiring Services
1. You may choose to receive Cryptocurrency Acquiring Services from us by applying for this service through the Portal.
2. The Cryptocurrency Acquiring Service is currently in a beta release period and involves us making a request for payment from a cryptocurrency exchange which a Cardholder holds cryptocurrency with. The cryptocurrency exchange then converts the required amount into AUD and transfers it to Novatti who in turn provide it to you.
3. Both Parties will carry out the trial and evaluation contemplated by this beta release to ascertain whether the Cryptocurrency Acquiring Service meets their requirements and expectations. During the beta release period we may alter or discontinue (completely or partially) the Cryptocurrency Acquiring Service at any time without prior notice and expressly reserve the right to make changes, modifications and enhancements to the Cryptocurrency Acquiring Service from time to time.
4. Our role in relation to Cryptocurrency Acquiring is limited to us making a payment request of a cryptocurrency exchange and passing on the amount received from the cryptocurrency exchange to you. We are a payment facilitator and Cryptocurrency Acquiring Services enables you to accept cryptocurrency from customers for the payment for goods and services. We do not bear any responsibility for the conduct of the cryptocurrency exchanges. You agree to always abide by any applicable terms or policies of the relevant cryptocurrency exchanges as communicated by us to you from time to time.
5. Irrespective of anything contained in this Service Schedule Item 3, all refunds for Transactions in relation to Cryptocurrency Acquiring Services will be paid by us to the relevant cryptocurrency exchange in fiat.
6. Cryptocurrency Acquiring is provided “as is” with all faults, defects, bugs and errors and we do not provide any guarantee of availability of Cryptocurrency Acquiring nor of what cryptocurrency exchanges are approved for Cryptocurrency Acquiring. To the greatest extend permitted by applicable law, we hereby expressly exclude and disclaim all warranties and conditions of any kind, whether express, implied, statutory or otherwise. Without limiting the generality of the foregoing, we specifically disclaim all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that the Cryptocurrency Acquiring services will meet your requirements, or that the Cryptocurrency Acquiring services will always be available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free.
7. You hereby acknowledge and agree that all KYC information collected by us during the on-boarding, including personal information, as well as any relevant operational or transaction data will be shared with the cryptocurrency exchanges as required by the cryptocurrency exchanges to comply with their AML/CTF regulatory requirements.
8. You further agree that they will not impose any surcharge or any other fee that is also charged for non-Cryptocurrency Acquiring payments for accepting Cryptocurrency Acquiring as a payment method without our prior written consent.
9. We will have the right to reject a transaction request and/or suspend or terminate the provision of the Cryptocurrency Acquiring services to you at any time, if we at our sole discretion determines that the provision of the Cryptocurrency Acquiring service or certain features thereof may be subject to a high risk of unauthorised payments or fraudulent or illegal transactions.
10. We shall be entitled to terminate the provision of the Cryptocurrency Acquiring Services at any point in time with immediate effect.

IV.Merchant Service Item 4:

Data Privacy Services
1. You may choose to receive Data Privacy Services by applying for this service through the Portal.
2. Through the Data Privacy Service, we will offer you access to a third party content site (“Content Site”) and platform which you can use for your internal business and data privacy regulation compliance purposes. The Data Privacy Service consists of :
-Consent management: the consent management platform allows individual consumers visiting a merchant’s website to make personal choices regarding information collected automatically through scripts and cookies and then shared with that merchant and other third parties. Each consent is recorded and time-stamped, which creates an audit trail to show compliance in the event a merchant is audited by a government regulator.
-Policy management: the provision of templates for privacy policies, cookie policies, and other policies that help merchants transparently communicate what information they collect, how it’s processed, and how it’s stored.
-Data subject access request management: data privacy regulations require organisations to provide individuals with certain rights depending on the location of that individual. This platform collects, time-stamps and stores all requests and provides functionality for merchants to timely and accurately respond to these requests within required time frames, as outlined by location-specific data privacy regulations that govern the individual’s privacy rights.
-Default Settings and Knowledge Base: the platform includes default settings that adhere to various regulations by website visitor location to ease the merchants’ compliance risks, and their expansive library of materials related to global data privacy regulations helps merchants stay informed regarding existing and new regulations as they are implemented and/or updated.
(together referred to as the “Data Privacy Service”)
3. As part of the Data Privacy Service the third party service provider will prepare and make available to you a report with information based on the services requested by you (“Service Report”). You will have access to the Content Site to review your most recent Service Reports and to use the associated tracking and management tools.
4. Based on the Service Report, the third party service provider will provide a default setting and recommendations in line with all global privacy regulations. Should you choose to change the settings or implement the settings differently to what has been proposed or recommended by the third party, you acknowledge that neither us or the third party service provider will reimburse you for any loss incurred or any fines or penalties charged due to non-compliance with data privacy rules and regulations.
5. In order for you to have such access to the Content Site, you will need to identify officers, agents, consultants who will receive User IDs and passwords and are subsequently authorised to access and use the Content Site (“Permitted Users”). You will need to provide a list of such Permitted Users and provide periodic updates as necessary. You will also be required to take such actions as are necessary in order for you to maintain the confidentiality of and prevent the unauthorised use of each User ID and password including entering into appropriate agreements with the Permitted Users.
6. You agree to immediately notify us in writing if you determine, or have a reason to believe, that an unauthorized party has gained access to a UserID or password. You hereby explicitly authorise us and the third party service provider who is operating the Content Site to rely upon any information and/or instructions set forth in any data transmission using the assigned UserID and password, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the provision of the Data Privacy Service. Use of the assigned UserID and password, whether or not authorized by you, shall be solely your responsibility and at your risk.
7. The Content Site and the third party service provider’s platform shall be offered under a nonexclusive, limited license (“Licensed Material”) which may be used for your internal business and data privacy regulation compliance purposes, including in communications with or legal actions received from or taken against third parties.
8. You may not, nor permit any third party to:
(a) Copy the Licensed Material;
(b) Modify, translate or otherwise create a derivative works of the Licensed Material;
(c) Disassemble, decompile or reverse engineer the object code or source code of the Licensed Material, or
(d) Publish, or otherwise make available to any third party, except as authorized by the third party service provider.
9. For the purpose of generating and providing the Service Report there will be text, data and other materials supplied by or on behalf of you to the third party service provider (“Client Content”). By agreeing to these Terms and Conditions you grant the third party service provider a non-exclusive, royalty-free, perpetual license to use the Client Content as necessary to provide the services within the Data Privacy Service. The third party service provider may copy and backup such Client Content has necessary to perform it’s duties and shall treat the Client Content as Confidential Information at all times.
10. You acknowledge and agree that the third party service provider shall not be required to destroy or return any Client Content that has been incorporated into or integrated with the Licensed Materials and/or to which the third party service provider is subject to maintain, related in any way to its obligations pursuant to federal state, local or other laws or regulations. For example the third party service provider may retain indications or receipts of consent provided by your Website visitors pursuant to relevant data privacy regulations.
11. You acknowledge that we have entered into an agreement with a third party service provider in order to facilitate the provision of the Data Privacy Services to you. You further acknowledge and agree that at no time are we, our parent and/or affiliates making any representation or warranty regarding any third party’s product or services, nor will we and/or our affiliates be liable to you for any claims arising from or in connection with such third party products and services. You hereby disclaim and waive any rights and claims you may have against us and/or our affiliates with respect to third party products and services to the maximum extent permitted by law.
12. You also acknowledge that except as set out in this Agreement, in no event will we, our parent and/or affiliates be liable to you for any consequential or incidental loss which shall also include any unauthorised access to, alteration, theft or destruction of your computers, computer systems, data files, programs or information or costs of procurement of substitute goods or services, or for any indirect, special or consequential damages however caused and under any theory of liability and whether or not we and/or our affiliates have been advised of the possibility of such damage.
13. You shall hold us harmless and our affiliates, directors, officers, employees and contractors from and against any and all liabilities, damages, settlements, claims, actions, suits, proceedings, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other expenses of litigation) incurred by you based upon a claim resulting from any data privacy violation imposed on you by any regulatory authority regardless of your use, misuse or non-use of data privacy compliance platform(s) sold or resold by us.

V.Merchant Service Item 5:
Card Present Terminals
1.You may choose to lease Card Present Terminals (Terminal) by applying for this service through the Portal and providing all required information requested in the Portal. The lease of the Terminals will be governed under this Agreement and the end user license agreement contained in Annex B.
 

Annex A

Do Not Process List

Industry

Inclusions / Notes

Adult

Adult telephone conversations or internet chat sites, content websites or Adult “contact” sex. Also includes meet and greet and dating sites and platforms.

Airlines

Airline ticket sales, hire and related accommodation services sold via airline platform.

Animal trade & testing

Trade in Protected animals or animal parts of any nature, includes organisations that conduct any animal testing.

Brothels

Brothels, includes escort agencies, gentlemen’s bars, or similar services, e.g., sexual massage.

Cash Advance

Cash Advances (other than financial institutions)

Cloud storage

Cyber lockers and cloud storage services where infrastructure is owned and managed by the merchant.

Collections

Collection Services or firms recovering/collecting past due receivable(s), owning or buying debt from other organisations

Counterfeit or pirated goods

Any products that trade under another’s name, reputation or trademark. Includes ‘Inspired by” goods with forged or false documents.

Credit repair

Mortgage or loan modification services, Credit repair/protection or Debt Consolidation services.

Crowd Funding

All types of online crowd funding, including reward-based, equity-based or credit-based funding

Cruise ships

Any services relating to cruise ship travel and accommodation.

Crypto assets

Purchase of any crypto-currency and any other associated products.

E-Wallets

Providers of E-wallets / quasi cash / stored value – i.e., payment solutions used for more than one merchant.

Fortune Tellers

Fortune tellers / horoscope, clairvoyants.

Gambling

Non-Australian registered online gambling, including overseas lottery schemes, multicurrency lotteries and international raffles

Game modification chips or DVD Decryption devices

‘MOD Chipping’ of gaming consoles and duplication of goods without payment are in breach of IP rights

Gift card companies

Primary business is reselling gift cards of various suppliers

Hate websites

Websites that perpetuate hate, discrimination or inflame negative public opinion against certain people groups or based on gender, ethnicity, religion, sexual orientation, etc.

Illegal activities

Illegal activities, products/services, and the peripheral support (service providing) of illegal activities, either prohibited by local and global law reinforcement

Illicit, illegal drugs and paraphernalia

Includes synthetic drugs (products with psychoactive and/or stimulant characteristics), herbal highs, inhalants like poppers, psilocybin mushrooms, e-cigarettes containing nicotine. Paraphernalia directly associated to preparation and use of these drugs. Prescription-based drugs excluded.

Money service bureaus

Includes Money remittance dealers, agents and platform providers. Very high KYC, AML and CTF risks.

Non-Aus. Drugs

Non-Australian appropriately registered Drugs, drug proprietors or Pharmaceuticals

Nuclear-related

Manufacture, transport, storage and processing of nuclear materials, mining of ores used for nuclear fuel, or nuclear waste fuel management

Offshore information services, computer network or tech support

Key operations or service provider is located offshore (for their processing or service offering). May involve cloud-based storage.

Payday loans

Payday lending firms, includes indirect financing or linked credit, generally financiers that lend small amounts of money on a short-term basis and charges above average interest rates and/or fees

Peer 2 Peer

Peer to peer / person to person merchants or facilitators for all but A brands (e.g., eBay, PayPal, Western Union)

Pornography

Sexually oriented or pornographic materials, subscription to adult website access, video streaming, video tape and DVD rentals and sales.

Pyramid schemes

Money making schemes or deceptive marketing practices

Refinancing or transfer of existing loan

Paying out or making payment to another credit card/debt repayment of loan

Rewards Sites, Coupons and vouchers offerings

Marketing service platforms/websites that offer discounted rewards, coupons or vouchers IIOR to its subscribers, offering discounts to participating businesses and services. Goods or services are fulfilled by 3rd parties.

Sales involving sanctioned countries

Import or export or sale of goods and services that directly or indirectly relate to sanctioned or high-risk country as defined by DFAT or OFAC.

Supplements – Dietary, Health Food Products

Supplements not approved by TGA or FDA (US sourced) and require prescriptions, or deemed illegal, or make unsubstantiated claims, e.g., SARMS, ingestible hemp oil with THC.

Terrorism

Terrorism Individuals and Organizations as listed by applicable governments

Tobacco

Products that contain tobacco or nicotine. This includes cigars, cigarettes, loose leaf tobacco and vape products with nicotine.

Travel Agencies

Booking agents and brokers for travel, tours and accommodation services on behalf of 3rd party service providers

Weapons

Weapons, ammunitions and related parts and accessories. Also includes hunting weapons, sites with large knife selection, regulated replica toys, gel blasters.

High-Brand Risk / Highly Restricted

Industry

Inclusions / Notes

Aggregators

Merchants who aggregate transactions, PSP’s, other ISO’s or gateways

AU-regulated Gambling

AUD registered, includes betting sites lotteries and fund- raising raffles

Forex/Securities trading

FX, securities trading, CDF, binary options

Internet pharmacies

Includes pharmacies and compounding sites whose primary business is non-face to face sale of prescription drugs, also include internet referral sites

Medicinal Cannabis

Regulated/licenced manufacturer or distributor of medicinal cannabis

Third-party processors

Third Party Payment Processors (Aggregators)

Vapes

Vapes and accessories with no Nicotine content only

Marketplace

B2C platforms that bring together goods and services providers where the marketplace is responsible for the sale, settlement and distribution of funds.

Annex B

MERCHANT SERVICE ITEM 6: CARD PRESENT TERMINAL
END USER LICENCE AGREEMENT ANNEX (the “Annex”)

The provisions set out in this Annex apply to Your use of the Card Present Terminal Services and the Hardware.

1. END USER LICENCE AGREEMENT

1.1 By applying to receive the Card Present Terminal Services, You agree to be bound by all of the provisions of this Addendum. You will only receive the Hardware and Card Present Terminal Services if Your application is approved by Novatti.
1.2 You acknowledge and agree that Novatti is a reseller of the Third Party Supplier and has entered into contractual arrangements to resell the Card Present Terminal Services and sublease the Hardware in order to supply the Card Present Terminal Services and rent the Hardware to You.

2. SUPPLY OF INFORMATION

2.1 You must provide accurate and complete information when You apply for registration and You must notify Novatti in writing if any information requires updating so that it continues to be accurate and complete. You warrant that all information provided by You in connection with the Card Present Terminal Services or otherwise pursuant to this Annex is accurate, complete and not misleading.
2.2 You acknowledge that information you provide to Novatti during the application and subsequently in the use of the Card Present Terminal Services or the Platform will be supplied to the Third Party Supplier.
2.3 You acknowledge that if any information you provide is or becomes incorrect, or if You fail to provide or update information that Novatti or the Third Party Supplier reasonably believes material for the Third Party Supplier to provide the Card Present Terminal Services, Novatti or the Third Party is not obliged to provide the Card Present Terminal Services or the Hardware to you.
2.4 You must promptly provide all information necessary to provide the Card Present Terminal Services including such information for integration of the Hardware with the Facility. Novatti and/or the Third Party Supplier is not obliged to set up a Transaction Account for You or otherwise provide the Card Present Terminal Services or rent the Hardware to You unless all information and documents required are provided.

3. PROVISION OF CARD PRESENT TERMINAL SERVICES

3.1 Subject to the terms of this Annex and payment of relevant fees, You are granted a personal, and non-transferable licence, to use the Hardware including the APP and the Documentation.
3.2 For the purpose of clause 3.1 and subject to the terms of this Annex,
(a)You may use the Hardware and the Card Present Terminal Services for so long as You are authorised by Novatti to use the Hardware and the Card Present Terminal Services under such terms and conditions agreed between You and Novatti;
(b)the Hardware will be supplied to you on leasing basis and will be delivered to you directly by or on behalf of the Third Party Supplier;
(c)the Third Party Supplier will use its reasonable endeavours to provide the Card Present Terminal Services in accordance with the Service Level Schedule.
3.3 You must only use the Hardware including the APP and the Documentation, and the Card Present Terminal Services for Your own internal purposes (as opposed to reselling, distributing or supplying the Card Present Terminal Services or the Hardware).
3.4 The Hardware including the APP and the Documentation and the Card Present Terminal Services are made available solely for use by You according to this Annex. You must not, without written consent of the Third Party Supplier
(a)assign or transfer this Annex or any of Your rights or obligations under this Annex, whether in whole or in part, except as pursuant to this Annex;
(b)use the APP, the Documentation, or the Hardware for any purpose other than in connection with the Card Present Terminal Services, or use the APP or the Documentation for any purpose other than in connection with the Hardware;
(c)cause or permit the duplication, reproduction, reverse engineering, dissemination or decompilation of, or alter, modify or create derivative works of the Hardware, or any part thereof;
(d)provide the Hardware to any third party or allow any third party to use the Hardware or the Card Present Terminal Services or any part thereof except as pursuant to this Annex;
(e)lend, sell, lease, sublicense or otherwise dispose of the Hardware or any part thereof.
3.5 You acknowledge that You must satisfy certain requirements as determined by the Third Party Supplier and/or its payment service partners to be eligible to use the Card Present Terminal Services and the Hardware. In the event that You fail to comply with Your obligations under this Annex, or any of Your representations or statements is or becomes untrue or misleading, or You otherwise become ineligible to use the Card Present Terminal Services and/or the Hardware arising out of directions from a Government Authority, or a third-party acquirer, Card Schemes, or industry standards or regulatory requirements, You must immediately notify Novatti in writing of such details after You become aware of the situation. The Card Present Terminal Services may be suspended until such non-compliance is rectified and You become eligible to receive the Card Present Terminal Services and the Hardware.
3.6 You must provide all assistance and implement all procedures reasonably required by Novatti or the Third Party Supplier for the purpose of providing the Hardware and the Card Present Terminal Services to you.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 You acknowledge that
(a)all Intellectual Property Rights in the Hardware are and will remain the property of the Third Party Supplier;
(b)all other Intellectual Property Rights in the Card Present Terminal Services and any associated documentation, software or information provided by Novatti or the Third Party Supplier under this Annex or that otherwise arise as a result of this Annex are and will remain the property of Novatti or the Third Party Supplier or other third parties as the case may be,
You are not granted any Intellectual Property Rights with respect to the Hardware or the Card Present Terminal Services, except as where expressly provided.
4.2 You must promptly report to Novatti or the Third Party Supplier any third party claim relating to the Intellectual Property Rights in the Hardware that comes to its attention.

5. HARDWARE

5.1 You warrant that You are authorised or entitled to allow installation of, and use the Hardware in the nominated site.
5.2 You acknowledge that the Third Party Supplier owns the Hardware including the Documentation, and except for the limited licence described in this Annex, this Annex does not grant to You any right, title or interest in the Hardware or any part thereof.
5.3 You must:
(a)where applicable, deal with the Hardware in a manner which is consistent with and preserves the Third Party Supplier’s rights over the Hardware including without limitation to
(i)use and operate the Hardware with reasonable care only in accordance with the Documentation and any other instructions provided to You and allow only fully trained staff to operate the Hardware
(ii)subject to paragraph (iii), allow only the Third Party Supplier or its representatives to maintain, replace (including any upgrades performed by the Third Party Supplier from time to time) or remove the Hardware, unless otherwise agreed by The third Party Supplier;
(iii)allow (and where applicable ensure it has the right to permit) at all times the Third Party Supplier’s representatives or agents to enter the premises and access the Hardware to install, move, maintain, repair, replace or remove the Hardware or to ensure that You are complying with the terms of this Annex, or to meet Your legal compliance and regulatory obligations, during business hours or at any other reasonable time. The Third Party Supplier may do this even if it disrupts Your business activities, provided the Third Party Supplier is acting for a reasonable purpose;
(iv)allow the Third Party Supplier to upgrade the Hardware as required including when industry or security standards change;
(v)allow the Third Party Supplier to replace any Hardware with new Hardware, and when requested, discontinue use of any Hardware that has been replaced, and follow the Third Party Supplier’s or Novatti’s reasonable directions regarding the return or disposal of any Hardware which has been replaced;
(vi)in the event of a Hardware malfunction, or for any reason You are not able to process Transactions using the Hardware, report it immediately to the Third Party Supplier, and not carry out a Transaction using a malfunctioning Hardware;
(vii)take proper care of the Hardware, and not tamper, repair, remove, damage or attempt to repair the Hardware or any part thereof;
(viii)keep each Hardware secure and under Your control and, unless otherwise agreed by the Third Party Supplier, at the premises at which it was installed (or at such other location as agreed between the parties);
(ix)not provide any Hardware to a third party or allow a Hardware to be used by a third party;
(x)not remove from any Hardware any part which is installed in the Hardware;
(xi)not do anything that will materially alter or affect the operation of the Hardware or the processing of Transactions;
(xii)insure the Hardware against theft, loss, damage, vandalism, fire, flood, earthquake, misuse or neglect, for full replacement value;
(xiii)not remove any stickers, markers, identifiers, which are used to identify the Hardware and / or owner of the Hardware (i.e. the Third Party Supplier);
(xiv)immediately alert the Third Party Supplier and Novatti if a Hardware has been damaged, stolen or mislaid or if it suspects that a Hardware has been tampered with;
(xv)ensure each Hardware receives all software updates in a timely manner by keeping each Hardware powered on and connected;
(b)not grant any security interest, charge or lien over the Hardware or any part thereof;
(c)not attach the Hardware or any part thereof to any property, causing it to become a fixture; and
(d)use its best endeavours to prevent theft or damage of the Hardware.
5.4 On expiry or termination of this Annex (however occurring), You must cease to use the Hardware, immediately return to the Third Party Supplier all Hardware and associated documents and materials, or allow recovery of the Hardware and associated documents and materials by the Third Party Supplier or Novatti and provide all reasonable assistance to facilitate such recovery.

6. ADDITIONAL OBLIGATIONS

6.1 You must
(a)report any breach or suspected breach of this Annex to Novatti as soon as possible after You become aware of it;
(b)co-operate with Novatti or the Third Party Supplier in any enforcement or other protection action taken to protect or defend its Intellectual Property Rights;
(c)at Your own cost comply with reasonable directions from Novatti or the Third Party Supplier as may lawfully be given from time to time to ensure the Third Party Supplier’s compliance with relevant laws and policies, rules and requirements of providers of payment mechanisms and relevant industry standards that the Third Party Supplier has a responsibility for from time to time;
(d)bear the cost of correcting any faults caused by the negligence or misconduct of any of You, Your employees, agents or contractors or non-compliance with this Annex;
6.2 You acknowledge that the Third Party Supplier may delay, block, freeze or refuse Transaction where it has reasonable grounds to believe that such Transaction breaches Australian law or sanctions (or the laws or sanctions of any other country), and where legally obliged to do so or to otherwise assist in preventing unlawful activities, the Third Party Supplier may disclose the information gathered to regulatory and/or law enforcement agencies, banks, card schemes and other payment service providers and/or other third parties.

7. GENERAL

7.1 This Annex constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, written or oral between the parties relating to the subject matter hereof.
7.2 The provisions of this Annex, shall not be amended except those in writing and signed by the parties, with prior written consent of the Third Party Supplier. If either party wishes to amend the Annex, the proposing party shall submit a copy of the proposed amendments to the other party (“the receiving party”), specifying a reasonable period in which the receiving party is to provide written notice of acceptance or rejections of the proposal. If the receiving party rejects the proposed amendments, each party shall perform the Annex in accordance with the unvaried terms.

8. DICTIONARY AND INTERPRETATION

APP means the mobile application or software program embedded in the Hardware which enables the Hardware to interface with the Facility and to use the Card Present Terminal Services, and includes all revisions, enhancements, updates and new releases of the APP.
Documentation means documents supplied together with the APP in connection with the Hardware, which may include the legal documentation, the marketing materials, the technical documentation and the user manuals.
Facility means the computer system including hardware, software and communication links which allows data relating to Transactions to be received by the Third Party Supplier from You and forwarded in an agreed manner to an issuer of a Card or any other acquirer, and for the provision of the Card Present Terminal Services to You.
Government Authority means any government or any governmental or semi governmental entity, authority, agency, commission or body (including those constituted or formed under any statute), local government authority, administrative or judicial body or tribunal.
Intellectual Property Rights mean all statutory and other proprietary rights (including rights to require information be kept confidential) in respect of know-how, trade secrets, inventions, copyright and neighbouring rights, registered and unregistered trademarks, registered and unregistered designs, patents, plant breeder’s rights, circuit layouts and all other rights as defined by Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967, all rights to apply for the same, but does not include moral rights that are not transferable.
Card Present Terminal Services means the Card Present Terminal Services provided by the Third Party Supplier to You through Novatti including without limitation to transaction processing Card Present Terminal Services which facilitate the authorisation and reconciliation of payment transactions, provision of use of the APP and other software, and the supplementary data and marketing Card Present Terminal Services.
Novatti means Novatti Acquiring Card Present Terminal Services (Aus) Pty Ltd ACN 647 567 084
Hardware means each electronic payment terminal device supplied by the Third Party Supplier to you through Novatti, including the APP embedded in the Hardware and the Documentation.
Third Party Supplier means Data Mesh Group Pty Ltd ACN 629 446 251.
Transaction means payment for goods or Card Present Terminal Services from using the Hardware or any other point-of-sale device, including but not limited to the payment or the attempt to pay for goods or Card Present Terminal Services from a merchant (or obtaining a cash withdrawal from a merchant) for credit, refund or otherwise, by use of a card issued by a financial institution under a Card Scheme, or by any other electronic means including any payment processed electronically without a point-of-sale device.
Transaction Account means the account set up by the Third Party Supplier for You to use the Card Present Terminal Services to process payments.
You means a merchant or retailer authorised by Novatti to use the Hardware and the Card Present Terminal Services.

New Zealand

Novatti Acquiring Services
Merchant Terms and Conditions

INTRODUCTION
Novatti Acquiring Services (NZ) Limited provides a payment transaction processing service offering a payment gateway to provide Merchants with a solution to accept Card payments, Cryptocurrency payments, Asian Wallet Payments and to offer other services in accordance with these terms and conditions. Novatti Acquiring Services (NZ) Limited is referred to herein as “we,” “our,” or “us”.

These Terms and Conditions constitute a legal agreement (Agreement) between us and the entity or person doing business in their individual capacity (“you,” “your,” “user” or “Merchant”) who registered for the provision of the Card Acquiring Services and potentially additional Merchant Services through the completion and submission of the Novatti Acquiring Merchant Application Form (Application Form).

By accessing or using the Novatti Acquiring Services you agree to these Terms and Conditions.
We may amend these Terms and Conditions at any time by posting a revised version on our website or by informing you directly via email to your designated email account. The revised version will be effective at the time we post or send it to you, whichever occurs first. In addition, if the revised version includes a substantial change, we will provide you with 30 days’ prior notice of that substantial change.

If you disagree with any changes to these Terms and Conditions you may, within 30 days of the date on which the changes were posted and/or notified, provide us written notice setting out the changes you do not agree to. If we have not agreed to withdraw the changes you do not agree to (as set out in your notice) with 30 days of our receipt of your notice, you may terminate this Agreement with immediate effect by providing further written notice to us.

If you do not provide such a notice within 30 days of the date on which the changes were posted and/or notified, you are deemed to have accepted the changes.
Novatti Acquiring Services (NZ) Limited is located at Level 2, 5 Darby Street, Auckland, 1010, New Zealand.

1. DEFINITIONS
The following terms when used in this Agreement or any other document referred to herein, shall have the following meaning:
AML/CTF obligations has the meaning given to that term in clause 4.18.
API means Application Program Interface.
Asian Wallet Services means an alternate payment solution platform that provides Chinese residents and/or visitors in New Zealand with a facility to make non-cash payments for goods and/or services, using Chinese leading payment methods as detailed in Item 2 of the Service Schedule.
Bank Guarantee means a bank guarantee or bank guarantees issued on behalf of you to us in accordance with clause 8.
Card means a card that has been designated by the issuer as a Visa or MasterCard card or a card issued by any other Card Scheme, including digital versions of such cards placed in a digital wallet or other platform.
Card Acquiring Services means the activities we undertake to authorize, process and settle Card transactions undertaken by Cardholders with merchants, including all other activities necessary for the provision of online Card acquiring services.
Card Schemes means Visa, MasterCard and any other card scheme agreed by all parties for the purposes of the Card Acquiring Services for the purposes of the Novatti Acquiring Services.
Card Scheme Rules means the rules and regulations which regulate participants in the Card Schemes.
Cardholder means the person in whose name the Card has been issued.
Chargeback means the reversal of a transaction.
Confidential Information has the meaning given to that term in clause 12.
Cryptocurrency Acquiring Services means the activities undertaken by us to enable you to receive payments through various cryptocurrency exchanges as detailed in Item 3 of the Service Schedule.
Customer means any end-customer who purchased products/services on your Website and is choosing to pay for them through the Novatti Acquiring Services.
Data Breach has the meaning given to that term in clause 14.3.
Illegal means in contravention of any Law.
Fees or Merchant Fees means the fees payable by you to us in accordance with clause 9.
Fraud Engine Services means the internet based fraudulent transaction review and prevention services as detailed in Item 1 of the Service Schedule.
Law means a statute, regulation, ordinance or other law in force in New Zealand and any other jurisdiction in which you offer to sell goods or services on the Website.
Merchant Services means any additional payment transaction possessing or other service, including the Fraud Engine Services, the Asian Wallet Services and Cryptocurrency Acquiring Services.
Merchant Settlement Funding Account means the account in which funds are held on behalf of you.
Novatti Acquiring Services means the Card Acquiring Services and all applicable Merchant Services.
Party/Parties means the party/parties of this contract, us, you or both together (plural).
Payment Card Industry Data Security Standard means the standards published by the PCI Security Standards Council or such other minimum standards for enhancing payment and account security required by us, or any Card Scheme, from time to time
Portal means a gateway to a management system all merchants can use to perform a number of activities related to the Novatti Acquiring Services.
Settlement Amount means, in relation to a transaction, the transaction amount less the Fees.
Security Deposit means an amount to be held by us as security for any amounts payable by you under these Agreement, as determined in accordance with clause 8.
Term means the period from the date this Agreement commences to the date it is terminated.
Transaction means a payment transaction using the Novatti Acquiring Services.
Website means your website(s) on the internet, through which you offer your products and/or services for sale and includes any mobile or tablet application through which your website may be accessed and products/services may be purchased by Customers.

2. SCOPE
2.1 We provide the Novatti Acquiring Services, as a payment solution platform that enables Merchants to receive payment for goods and/or services purchased in New Zealand.
2.2 You agree to offer and accept the Novatti Acquiring Services as an option for payment for your goods and/or services provided through the Website and other delivery channels, subject to these Terms and Conditions.
2.3 We may choose not to offer or provide the Novatti Acquiring Services (in our sole discretion) to any merchant. However, once this Agreement has commenced and you have successfully completed (to our satisfaction) our applicable merchant on-boarding and screening procedures for the purposes of satisfying our AML/CTF obligations, we will provide the Novatti Acquiring Services to you subject to these Terms and Conditions.

3. TERMS AND CONDITIONS
3.1 The Term of this Agreement shall commence upon the acceptance of these Terms and Conditions by you and shall continue until it is terminated in accordance with its terms.
3.2 Except where expressly provided otherwise in these Terms and Conditions, this Agreement may not be terminated by notice within the first twelve months of the Term. Following the first anniversary of the commencement of the Agreement, either Party shall be entitled to terminate the Agreement without cause by giving thirty (30) days’ written notice to the other Party, with termination to have effect at the end of the calendar month in which the notice period ends.
3.3. We shall be entitled to terminate this Agreement with immediate effect if we have reasonable grounds to believe that you conduct, engage in, facilitate, support or promote activities outside the scope of the business activities which you declared in your Application Form.

4. MERCHANT OBLIGATIONS
4.1 You may accept payment from Customers using the Novatti Acquiring Services only in respect of the products/services that you offer for purchase. You must not use Novatti Acquiring Services to process transactions on behalf of a third party. For the avoidance of doubt, this includes not processing payments for goods or services sold on another person’s website.
4.2 You may accept Novatti Acquiring Services as a means of payment on the Website. All URLs at which Novatti Acquiring Services will be accepted as a means of payment are set out in the Application Form. Inclusion of Novatti Acquiring Services as a means of payment at additional URLs of yours shall be notified to us by providing an updated Application Form.
4.3 You undertake to comply with all Laws relating to your activities and business, including, but not limited to, applicable tax laws, anti-money laundering provisions, regulations relating to the protection of minors and laws relating to the provision of Cardholder data on specific transactions to us.
4.4 You undertake to comply with applicable provisions on the protection of minors and to carry out an age check for “over 18” adult products that is in conformity with the Law, where applicable.
4.5 You undertake not to allow or facilitate any prohibited activities and/or offer any Illegal products or services and/or services that are included in our “Do Not Process” list as incorporated in this Agreement in Annex A and as updated from time to time by us on any Websites on which Novatti Acquiring Services are accepted as means of payment.
4.6 You confirm that you hold all rights and licences that are necessary for providing the goods and services offered on the Websites concerned and will hold such rights and licences for the term of the Agreement.
4.7 You agree to immediately notify us of any suspicious, fraudulent or unauthorised transactions.
4.8 You agree to inform us as soon as practicable upon any changes to your corporate structure or any material change to your operations.
4.9 You shall be responsible for resolving all disputes with Customers and have sole responsibility for dealing with questions, complaints or enquiries raised by a Cardholder involving a transaction using the Novatti Acquiring Services.
4.10 You must keep your login information to the Portal, including the access name and password, secret and secure. You must also take all reasonable steps to keep your system secure and free from any unauthorised access or computer virus.
4.11 You shall in addition at all times comply with our reasonable policies (including any policies or procedures relating to fraud prevention), as amended from time to time, and shall give us audit rights during office hours on business days in relation to relevant consumer data relating to “Know Your Client” information on individual Cardholders specifically for regulatory, fraud and/or AML purposes. A policy will be deemed to be reasonable to the extent it is intended to ensure compliance with any applicable Law or Card Scheme Rules.
4.12 When using the relevant service provided by us under this Agreement, you shall ensure that your procedures for handling orders and the delivery or provision of goods and/or services offered by you are compatible with the settlement process of the Novatti Acquiring Service.
4.13 You shall not intercept any information of the buyer by technical or other illegal means for the purpose of placing orders or making online payments in place of the buyers.
4.14 You shall not employ any reverse engineering method to decipher all systems and procedures including but not limited to, our software systems and procedures, and shall not copy, amend, edit, consolidate and alter any systems or procedures (including but not limited to the source program, object program, software files, data processing in local computer storage devices, data from terminals of clients to servers, server data, etc.) and shall not amend the original functions of or add further functions to our software system.
4.15 You agree to adhere all applicable Card Scheme Rules (including rules relating to Cardholder data) and relevant Law at all times.
4.16 You must ensure that your services and systems at all times comply with the Payment Card Industry Data Security Standards.
4.17 You must provide on request from us, such additional information necessary for us to make an assessment of your credit risk exposure.
4.18 You must provide us with all information and assistance reasonably required to perform our obligations. This includes providing any required information required for us to meet our obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and associated regulations (AML/CTF obligations).

5. SERVICE PROVIDER’S OBLIGATIONS
5.1 We shall be responsible for the establishment, operation and management of the Novatti Acquiring Service and the Portal. We will ensure that our Card Acquiring Services and associated systems at all times comply with the Payment Card Industry Data Security Standards.
5.2 We have the right to obtain trading information such as orders received by you, financial statements, logistics and delivery information, amount of transaction, etc. You shall retain such information for at least 7 years. If we request such information, you shall provide such information within seven (7) calendar days upon request.
5.3 We shall be responsible for receiving and dealing with complaints arising from defects of the Novatti Acquiring Service or relating to disputes pertaining to settlements. You acknowledge and agree that, we, as a payment service provider, only provide the relevant payment service under this Agreement, and shall not be held liable for any other dispute between you and any other party relating to payments conducted by utilising the Novatti Acquiring Service, including but not limited to disputes pertaining to the quality and/or quantity of your products and/or services, the settlement amount and the delay in delivery.
5.4 We shall provide you with all the required information and guidance relating to interface technology, files, etc. necessary for the performance of this Agreement.

6. TERMS OF USE
6.1 Each Party authorises the other Party during the Term to use its trademark only for the purposes expressly contemplated in this Agreement and for no other purpose.
6.2 The rights granted under this clause are non-exclusive and non-transferable.
6.3 Each Party agrees not to combine or use the other Party’s trade mark in combination with any other name, mark or trade mark, and not to modify, alter or change the other Party’s trademark in any way or to do anything that would in any way infringe, impeach or lessen the value of validity of the other party’s trade mark or the goodwill associated with that trade mark.

7. PROCESSING OF PAYMENTS
7.1 We will process the transactions and provide transaction management services in accordance with this Agreement.
7.2 We will provide you with access to the Portal, where you can track and manage your transactions. We accept no responsibility for any inability to use the Portal that arises from an issue between you and your network or communication provider.
7.3 In case of a Cardholder/ customer rightfully claiming payment that was incorrectly executed due to an error, you can access the refund management system in the Portal and order a refund of the funds to the Cardholder. If you do not have sufficient unbalanced funds in your Merchant Settlement Funding Account to support a refund or Chargeback, you will need to top your Merchant’s Settlement Funding Account up, before the request can be processed. The rules and procedures outlined in clause 8 of these Terms and Conditions apply.

7B. DIRECT DEBIT PAYMENTS
7B.1 You may request Novatti to provide direct debit services to your customers from time to time. Novatti will in such instance, work with you to:
(a)design a webpage whereby your customers can click and select a direct debit option for payment of amounts owing to you;
(b)ensure that the customer grants Novatti (and any affiliate engaged to assist in effecting the Direct Debit Services) authority to effect the direct debit same;
(c)enable the transfer of funds from the customer’s nominated bank account to your nominated bank account;
(d)assist in the investigation of customer queries or disputes insofar as they relate to any amounts charged or on-charged by Novatti,
(the “Direct Debit Services”).
7B.2. In providing the Direct Debit Services, we will be entitled to rely on certain information given by you. This includes (but is not limited to):
(a)details of the customer’s New Zealand bank account;
(b)details of the amount owing from the customer to you;
(c)details of the customer’s name and identifying information; and
(d)details of your bank account.
7B.3. We will also be entitled to assume that:
(a)the information you give us remains correct and up to date;
(b)you have verified your customer’s identity and have no knowledge of any circumstances that may make the matters contemplated herein unlawful; and
(c)you understand and consent to the engagement of third party service providers by Novatti in the provision of Direct Debit Services,.
7B.4. You agree that:
(a)the funds, once debited from the customer’s account, will be held in Novatti’s account (and may also pass through the accounts of affiliates we engage to assist in the provision of Direct Debit Services) until transferred to you (less any agreed amounts to be retained by Novatti);
(b)in the event that your customer is liable to pay a fee or charge to a financial institution (for example, due to insufficient funds in their bank account to honour the direct debit), Novatti may recover this fee from you (if Novatti has paid, or is being asked or required to pay, same); and
(c)Novatti shall have no liability whatsoever, and you will indemnify Novatti fully in relation to, any claims, costs, damages or amounts payable which arise other than due to the fraudulent or grossly negligent provision of Direct Debit Services by Novatti.

8. REFUNDS AND CHARGEBACKS
8.1 You shall give refunds for Transactions only by means of credit to the same account used for the original Transaction and not in another card or cheque or cash.
8.2 You can request refunds only up to the amount available in your Merchant Settlement Funding Account balance.
8.3 You agree to follow all reasonable policies and procedures provided by us and fulfill all requirements set out in these Terms and Conditions and the on-boarding materials in order to keep the Chargeback volume as low as possible. Should the Chargeback volume be equal to or more than 0.5% total volume for any month, we will have the right to terminate this Agreement with immediate effect by providing written notice.
8.4 Should at any time the total of the amounts owed by you to us under these Terms and Conditions (including but not limited to amounts paid or required to be paid by us for Transactions that are reversed as Chargebacks or otherwise refunded) exceed the settlement amounts held by us, you will pay the amount of that excess to us promptly on demand.
8.5 We may require you to provide a bank guarantee to us (Bank Guarantee) to secure your obligations to us under this Agreement. We will inform you of the amount of the Bank Guarantee required and must provide you with written notice of these requirements from time to time. We may increase or decrease the amount of the Bank Guarantee in our absolute discretion, and will provide you with written notice. We must notify you of the deadline for providing the Bank Guarantee, the minimum period of notice that we are required to give you is 10 days. In the event of your breach of this Agreement, we can exercise our rights under the Bank Guarantee.
8.6 We may require you to hold a security deposit with us (Security Deposit). We will set the amount of the Security Deposit required (and its basis of calculation) and must provide you with written notice of these requirements from time to time. We may increase or decrease the amount of the Security Deposit in our absolute discretion, and will provide you with written notice. We must notify you of the deadline for paying the Security Deposit. Where directed to do so under this clause, you must pay the Security Deposit into a dedicated bank account notified by us (security deposit account) within the timeframe for such payment. Any interest which accrues on the funds held in such security deposit account will form part of the Security Deposit.
If you fail to provide the required amount of the Security Deposit as required, we may:
(i) retain a percentage (as specified by us from time to time) of Transaction proceeds which would otherwise be payable to you, and treat them as forming part of the Security Deposit, up to the amount of the required Security Deposit; or
(ii) obtain the amount of any shortfall from you.
8.7 If, following the commencement of this Agreement, we require you to provide a Bank Guarantee and/or Security Agreement or to increase the amount of any existing Bank Guarantee and/or Security Agreement (referred to in this clause as a Security Requirement) and you are unwilling to comply with the Security Requirement, you may, at any time prior to the deadline for complying with the Security Requirement, provide us written notice of your intention to terminate this Agreement. If we have not waived or dispensed with the Security Requirement (by confirming this to you in writing) within 10 days of our receipt of your notice, then:
(i) this Agreement will terminate with effect from the end of the first calendar month following the month in which we received your notice of intention to terminate; and
(ii) you will not be liable for any failure to comply with the Security Requirement prior to such termination.
8.8. We may also withhold Transaction proceeds for a period of up to 7 days, if we have reasonably determined that doing so is necessary. We must provide you with written notice of these requirements from time to time. Any Transaction proceeds retained will form part of the Security Deposit.
8.9. You agree that:
(i) We may deduct from the Security Deposit any chargebacks, fines or penalties, and any amounts which we are required to deduct from the Security Deposit in accordance with the applicable Card Scheme Rules and any other amounts payable by you to us under this Agreement; and
(ii) in circumstances where an amount has been deducted from the Security Deposit by us in accordance with these Terms and Conditions, you will contribute additional funds to the Security Deposit account equal to the top-up amount within the reasonable timeframe specified by us.
8.10 You grant us a security interest over the Security Deposit and any amounts credited to us or a nominated third party bank account to secure performance of your obligations under this Agreement. You undertake to:
(i) do all acts and provide us on request all information we require to register a financing statement or financing change statement on the Personal Property Securities Register; and
(ii) advise us immediately in writing of any proposed change in your name or other details on the Personal Property Securities Register.
You waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest created by this clause. Sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the Personal Property Securities Act 1999 will not apply in relation to the security interest created by this clause or its enforcement.
8.11 We must refund to you any remaining Security Deposit held within the Security Deposit account on the date which is 18 months following termination or expiry of this Agreement or such sooner date determined by us in our sole discretion.
8.12 You must provide us with a direct debit authority over your nominated bank account. You agree that we are authorised to use this direct debit authority in respect of any amounts owing to us under this Agreement.

9. MERCHANT SETTLEMENT FUNDING ACCOUNT
9.1 We will maintain a Merchant Settlement Funding Account for you. Amounts in your Merchant Settlement Funding Account are held on bare trust for you. The Merchant Settlement Funding Account does not constitute a checking, savings or other bank account and is not connected in any way to any other account you may have.
9.2 We will provide you with access to information about your Transactions and the Merchant Settlement Funding Account, via the Portal and/or in such form and manner as we determine from time to time. You may raise any issue that you have concerning an amount paid, or not paid to you, within 3 months of the date of payment or of the date the payment was due.
9.3 We reserve the right to withhold payment to the Merchant Settlement Funding Account of any amount for such period as we consider necessary to comply with Law and/or any Card Scheme Rules where we have reasonable grounds to suspect you have processed Transactions otherwise than in accordance with this Agreement or where we are required to do so by Law.

10. MERCHANT SERVICE CHARGES
10.1 All fees associated with us providing Novatti Acquiring Services to you will be detailed within a separate document provided to you prior to the commencement of this Agreement (‘Merchant Fees’) which is hereby incorporated into this Agreement by reference.
10.2 We may amend the Merchant Fees at any time by informing you directly via email to your designated email account. The revised Merchant Fees will become effective 30 days after the initial notice is sent or such later date as may be specified in the notice (Fee Change Effective Date).
10.3 If you do not agree to the new Merchant Fees you may, at any time within 20 days of the notice being sent under clause 10.2, provide us written notice of your intention to terminate this Agreement. If we have not, prior to the Fee Change Effective Date, agreed (in writing) to keep the Merchant Fees unchanged, this Agreement will terminate effective from the Fee Change Effective Date.
10.4 If you do not give notice under clause 10.3 within the 20 day period referred to in that clause and you continue to use the Novatti Acquiring Service, you shall be deemed to have accepted the new Merchant Fees as administered by us.

11. DISBURSEMENT
11.1 We will credit to your Merchant Settlement Funding Account any amounts received in respect of your Transactions. We will use reasonable endeavours to credit such amounts to your Merchant Settlement Funding Account within 2 business days after the date we receive the funds.
11.2 Settlement shall be effected in the currency used for the payment of your goods and/or services.
11.3 Any bank fees or handling costs incurred for receiving funds are to be paid by you.
11.4 We will enable the remittance of the money collected, less any Merchant Fees, deductions or adjustments made in accordance with these Terms and Conditions.
11.5 We are entitled to withhold transfer of the Settlement Amount if we have reasonable grounds to believe that you offer or provide Illegal goods and/or services and/or services and/or are undertaking activities that may constitute money laundering, or fraud or an event occurs in respect of you which has an adverse effect on our credit risk.

12. CONFIDENTIAL INFORMATION
12.1 Confidential Information means this Agreement and any information of, or relating to, the businesses (including without limitation any person with whom a Party has entered into a joint venture, strategic alliance or other business arrangement), systems, operations, Cardholders, properties, assets or affairs of a Party or its related bodies corporate which is or has been disclosed by the disclosing Party to the receiving Party or learnt or acquired by the receiving Party under or in connection with this Agreement, whether orally, electronically or in writing, together with documentation or information that is marked as “confidential”, other than any information which was already available and/or has been requested to become available by a relevant Authority. The Parties undertake to keep strictly secret all Confidential Information and the obligation to maintain confidentiality shall apply during the Term and for three years after termination of this Agreement.
12.2 Either Party shall disclose Confidential Information only to those members of its enterprise and/or its agents who require such information for handling the business relationship and who are subject to duties to maintain confidentiality that are at least equivalent to the provisions contained herein.
The obligations in this clause 12 do not apply to the extent disclosure is required by Law, the rules of a stock or securities exchange applying to a Party or a related body corporate of a Party, or a regulatory or government authority.

13. INTELLECTUAL PROPERTY
13.1 Any and all texts, pictures, charts, sound files, animation files, video files and other content and files provided by us or our affiliates are our intellectual property or third parties and are protected by copyright, trademark rights, or other intellectual property rights.
13.2 You shall neither change nor configure, modify or transfer our software including but not limited to any part of the API and the Portal, to third parties and shall use the same only to the extent granted under the licence hereunder. You must comply with terms and conditions of use and licence regulations notified by the author or us in respect thereof, as the case may be.
13.3 All rights to use our software plus documentation shall expire upon termination of this Agreement.

14. DATA PROTECTION/SECURITY
14.1 Each Party undertakes to provide appropriate data protection and to ensure confidentiality, availability and accuracy of data. Each Party shall, in particular, be obliged to ensure reasonable protection of its systems against unauthorised or accidental destruction, accidental loss, technical errors, falsification, theft, unlawful use, unauthorised alteration, copying, access and other unauthorised activities.
14.2 You and we are obliged to securely process and maintain privacy of data, and therefore must obtain, including but not limited to, any permits, licences, or certificates that may become necessary. The Parties mutually agree that the obligations that arise under this clause 14 shall, also, be imposed on their agents and/or affiliated companies.
14.3 Where a Party (referred to in this clause as the First Party) holds or stores any of the other Party’s data, the First Party hereby agrees to notify the other Party in writing no later than forty-eight hours after the First Party discovering that there has been (or believed to have been) any unauthorized or accidental accessed access to, or disclosure, alteration, loss, or destruction of, the data or any action that prevents the First Party from accessing the data (a Data Breach). The First Party will provide reasonable cooperation and assistance in relation to the other Party’s response to the Data Breach.

15. REPRESENTATIONS & WARRANTIES
15.1 Each Party represents, warrants and undertakes that:
(a) it has the full right, power, legal capacity and authority to perform its obligations under this Agreement;
(b) it complies and shall continue to comply with all applicable legislation; and
(c) it has and shall maintain (as applicable) for the duration hereof all necessary licences, consents and approvals for the provision of the services in accordance with this Agreement.
15.2 In the event of a breach by us of the warranties in this clause or any other provision of this Agreement which we have not remedied within 30 days of receiving notice of the breach from you, you may, without limiting any of your other rights under this Agreement, terminate this Agreement with immediate effect by providing written notice.
15.3 In the event of a breach of this Agreement (whether material or not) by you, without limiting any of our other rights under this Agreement, we may, at our sole discretion, immediately suspend the provision of Novatti Acquiring Services until the breach is remedied or, if the breach is not remedied within 30 days of you receiving notice of the breach from us, immediately terminate this Agreement on written notice to you.
15.4 You acknowledge and agree that:
(a) although we will use commercially reasonable efforts to take appropriate actions to remedy and avoid disruptions with respect to your use of Novatti Acquiring Services, we cannot guarantee that such events will not occur;
(b) we will not be responsible or liable to you in respect of any inability for you to access or use the Novatti Acquiring Services to the extent that this is caused by any unavailability or failure of, or fault in, any public telecommunications network (including any internet service) or any software, hardware, systems or schemes (including Card Schemes) not supplied by us to you; and
(c) we do not warrant that the Novatti Acquiring Services will be uninterrupted, error-free, or completely secure.
15.5 You represent and warrant that:
(a) all information provided under this Agreement is true, accurate and complete and does not impersonate any other person or use a name without authorisation to use that name; and
(b) you will not violate any applicable Law in connection with the performance of its obligations and use of the Novatti Acquiring Services.

16. LIMITATION OF LIABILITY AND INDEMNITY
16.1 Except for the warranties expressly set out in this Agreement and to the extent permitted by the Law, we expressly exclude all conditions and warranties, whether express or implied, statutory or otherwise.
16.2 The liability of each Party to the other Party for loss and damage shall be limited as follows:
(a) Subject to clauses 16.3 and 16.4, the maximum aggregate liability of a Party for any and all direct loss or damage arising from an act or omission under this Agreement shall be no more than the aggregate amount of the Fees actually paid to us in the 12-month period prior to the date of the relevant act or omission which led to the direct loss or damage.
(b) Subject to clauses 16.3 and 16.4, any liability for any consequential or indirect loss or damage, loss of data or loss of profits or revenue, howsoever caused is hereby excluded to the fullest extent permitted by Law.
(c) Each Party (referred to in this clause 16.2(c) as the First Party) shall have no liability to the other Party for any failure to perform any of the First Party’s obligations under this Agreement if and to the extent that such failure is due to any material delay or other material default on the other Party’s part to perform its obligations under this Agreement.
The limitations and exclusions in this clause 16.2 apply in respect of all causes of action which may arise under or in connection with this Agreement, whether in contract (including under an indemnity), tort or otherwise.
16.3 The limitations and exclusions in clauses 16.2(a) and 16.2(b) will not apply to:
(a) liability for any chargebacks, fines, penalties and any amounts which are incurred in accordance with the applicable Card Scheme Rules;
(b) your liability to pay the Fees;
(c) liability arising from any Illegal conduct;
(d) liability arising from infringement of a Party’s intellectual property rights, a Party’s breach of clause 12 (Confidentiality) or clause 14 (Data Protection/Security), or a Data Breach in relation to data held or stored by a Party; or
(e) your liability under the indemnities in clauses 16.5 and 16.6.
16.4 Nothing in these Terms and Conditions (including the limitations and exclusions of liability in clause 16.2) is intended to exclude, contract out of, limit or restrict any right or remedy you may have under the Fair Trading Act 1986. For further information in relation to this legislation, you can visit: https://comcom.govt.nz/
16.5 You shall release and indemnify us from any claims, demands or losses of a Cardholder caused by your conduct in relation to the Card Acquiring Services and the Novatti Acquiring Services, including but not limited to any fines imposed as a result of an unacceptable rate of Chargebacks; or any assertion of claims under warranty, claims for damages or other claims with regard to the goods and services offered by you.
16.6 You shall release and indemnify us from liability for damage caused by you if you:
(a) operate Illegal systems, offer Illegal products and/or services or act as an agent for or solicits Illegal activities for third parties;
(b) engages in Illegal marketing activities for its goods and services; or
(c) fails to check the age of the prior to selling goods and services that are suited only for persons above the age of 18 or a different age limit.
16.7 Without limiting any other provision in this Agreement but subject to clause 16.2, each Party (Indemnifying Party) shall fully indemnify, hold harmless and defend (collectively “indemnify” and “indemnification”) the other Party and its directors, officers, employees, agents, shareholders and related bodies corporate (collectively, Indemnified Parties) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable solicitor’s fees and costs), whether or not involving a third party claim, which arise out of or relate to:
(a) any breach of any representation or warranty of the Indemnifying Party contained in this Agreement; and
(b) any breach or violation of any term, covenant, undertaking or other obligation or duty of the Indemnifying Party under this Agreement or under applicable Law.

17. MISCELLANEOUS PROVISIONS
17.1 Neither Party shall be liable for damage caused by force majeure, riot, war and/or Acts of God or by other events (e.g. strike, lock-out, traffic disruption, political risk) which are beyond the control of that Party.
17.2 This Agreement shall be governed and construed in accordance with the laws of New Zealand and the Parties submit to the exclusive jurisdiction of the New Zealand Courts.
17.3 If a provision of this Agreement is or becomes ineffective in whole or in part, the validity of the remaining provisions shall not be affected.
17.4 The waiver of any breach in this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
17.5 Either Party (referred to in this clause 17.5 as the First Party) may assign or transfer this Agreement, or its interest in this Agreement, without the prior written consent of the other Party, to any third party which has:
(a) acquired all or a material part of the First Party’s business and assets; and
(b) in the case of an assignment or transfer by you, (i) successfully completed (to our satisfaction) our applicable merchant on-boarding and screening procedures for the purposes of satisfying our AML/CTF obligations; and (ii) provided a Bank Guarantee and/or Security Deposit acceptable to us (acting reasonably).
Any such assignment or transfer by the First Party will not relieve the First Party of its liability to perform this Agreement, unless the other Party agrees otherwise in writing.
17.6 We shall be also entitled to assign and/or transfer our rights and obligations under this Agreement to our affiliated companies in whole or in part by giving 30 days’ notification. You hereby give your irrevocable consent to such transfer.
17.7 Any other assignment and/or transfer of a Party’s rights and/or obligations under this Agreement other than pursuant to clause 17.5 or 17.6 shall require the other Party’s prior written consent (which consent shall not be unreasonably withheld).
17.8 Modifications of or amendments to the Agreement, including any special or supplemental agreements, shall be made in writing.
17.9 Any notice or other communication to be given under this Agreement shall be in writing
17.10 The relationship between the Parties is solely as independent contractors, and this Agreement will not establish any partnership, joint venture, employment, franchise or agency between us and you. Neither us nor you will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
17.11 This Agreement constitutes the sole, final and entire agreement between the parties, and supersedes any prior agreements or understanding, provided that nothing in this clause will prevent either Party from exercising any rights and remedies it may have under the Subpart 3 (Contractual Remedies) of Part 2 of the Contract and Commercial Law Act 2017 and/or the Fair Trading Act 1986 in relation to representations made prior to the commencement of this Agreement.

Service Schedule
(Additional) Merchant Services
The below mentioned services have been incorporated in this schedule in anticipation of the services being available/applicable in line with your selections during the application process.
Only the terms corresponding with the Merchant Services you have selected to receive during the on-boarding process will apply to you.
You may apply to receive additional Merchant Services through the Portal, and we may at our sole discretion either accept such application or request further KYC information or reject it. You agree and understand that the provision of the different Merchant Services is always subject to you providing us with all requested KYC Information.

To the extent of any inconsistency between the Service Schedule and the provisions of the general terms and conditions included in this Agreement which also apply to your access and use of the Merchant Services, the following rules shall apply:
The specific rules of the Service Schedule prevail over all other provisions in regard to the applicable Merchant Service.
Merchant Service Item 1:
Fraud Engine Services
You may choose to receive Fraud Engine Services by applying for this service through the Portal. The Fraud Engine Services consist of
An automatic review of all transactions placed with an “approve” or “decline” recommendation as a result, and
A Chargeback Guarantee for approved transactions. The Chargeback Guarantee will be your sole and exclusive remedy for all Chargebacks that occur in direct relation to a transaction which has gotten an “approve” recommendation as a result and has subsequently been accepted by you. The Chargeback Guarantee amount shall be the lower of (i) the original transaction value and (ii) the amount stated in the original chargeback notice submitted to us and shall exclude the Fees charged by us and/or incurred by you in relation to such chargeback (the “Chargeback Guarantee”).

Reimbursement for amounts owed to you pursuant to the Chargeback Guarantee will be credited by us to your Merchant Settlement Funding Account on a monthly basis. The Chargeback Guarantee shall be valid for a period of six (6) months from the date the original transaction occurred.
In order to claim the Chargeback Guarantee you must submit the following documents:
A chargeback reason or reason code
The original order date and order amount
For orders in which the Customer used a credit card to place the order, the notice must include the first six (6) and last four (4) digits of the credit card.
If the order was placed using an alternative payment method the notice must include the Customer’s name and Customer email.
You hereby acknowledge and agree that we may require further information, including but not limited to shipping forms or tracking numbers, from you to process a Chargeback Guarantee claim and agree to providing us with such information reasonably requested.
You acknowledge and agree that an “approve” or “decline” recommendation is just a recommendation and does not constitute legal advice or include a definitive statement on whether or not a transaction is fraudulent. You can choose to follow the recommendation or not, using your own judgement and accept full responsibility and liability for your choices.
You acknowledge that the Fraud Engine Services are performed by a third party service provider (Riskified Ltd). By using the Fraud Engine Service you acknowledge and agree that you have read, understood and agree to be bound by the Riskified terms as updated from time to time and accessible here: https://www.riskified.com/terms/.
Further, you acknowledge and agree that at no time are we, our parent and/or affiliates making any representation or warranty regarding any third party’s product or services, nor will we and/or our affiliates be liable to you for any claims arising from or in connection with such third party products and services. You hereby disclaim and waive any rights and claims you may have against us and/or our affiliates with respect to third party products and services to the maximum extent permitted by law.
You hereby acknowledge and agree for us to share your data, as well as any relevant operational or transaction data with the third party service provider for the purpose of providing the Fraud Engine Services or as required by applicable law or regulations and/or the card scheme rules. You further acknowledge and agree that the data we share with the third party provider may be incorporated into the third party service provider’s services and you agree to grant us a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, irrevocable and transferrable right to use the data received by you in the aforementioned manner.

Merchant Service Item 2:
Asian Wallet Services
You may choose to receive the Asian Wallet Services by applying for this service through the Portal.
Through the Asian Wallet Services, we will enable your Customers to pay for goods and/or services by using e-wallets issued by AliPay, WeChat Pay, UnionPay and other means of payment that we might include in this Asian Wallet Service in the future.
We will process each payment to your Merchant Settlement Funding Account between T+1 and T+3 or as otherwise mutually agreed in writing. In case of a Customer requesting a refund or a payment that has been incorrectly executed due to an error, you can access the refund management system in the Portal and order a refund of the funds to the Customer’s applicable e-wallet. You acknowledge and agree that a refund can only be processed if you have sufficient unbalanced funds in your Merchant Settlement Funding Account.
The settlement will be effected in AUD and any bank fees or handling costs incurred for receiving funds are to be paid by you in addition to the Fees.
During the term of this Agreement, you are licensed by us to use the Asian Wallet Services logo (Logo) on your Website, Physical Point of Sale and payments related advertising materials. The Logo will be provided by us immediately upon execution of this Agreement. You shall place the Logo at a place and in a size that is suitable for that purpose and agrees to comply with any display conventions provided by us in writing.
You undertake not to allow or facilitate any prohibited transactions through the Asian Wallet Services as listed on these websites and as updated from time to time:
Annex A

Do Not Process List

Industry

Inclusions / Notes

Adult

Adult telephone conversations or internet chat sites, content websites or Adult “contact” sex. Also includes meet and greet and dating sites and platforms.

Airlines

Airline ticket sales, hire and related accommodation services sold via airline platform.

Animal trade& testing

Trade in Protected animals or animal parts of any nature, includes organisations that conduct any animal testing.

Brothels

Brothels, includes escort agencies, gentlemen’s bars, or similar services, e.g., sexual massage.

Cash Advance

Cash Advances (other than financial institutions)

Cloud storage

Cyber lockers and cloud storage services where infrastructure is owned and managed by the merchant.

Collections

Collection Services or firms recovering/collecting past due receivable(s), owning or buying debt from other organisations

Counterfeit or pirated goods

Any products that trade under another’s name, reputation or trademark. Includes ‘Inspired by” goods with forged or false documents.

Credit repair

Mortgage or loan modification services, Credit repair/protection or Debt Consolidation services.

Crowd Funding

All types of online crowd funding, including reward-based, equity-based or credit-based funding

Cruise ships

Any services relating to cruise ship travel and accommodation.

Crypto assets

Purchase of any crypto-currency and any other associated products.

E-Wallets

Providers of E-wallets / quasi cash / stored value – i.e., payment solutions used for more than one merchant.

Fortune Tellers

Fortune tellers / horoscope, clairvoyants.

Gambling

Non-New Zealand registered online gambling, including overseas lottery schemes, multicurrency lotteries and international raffles

Game modification chips or DVD Decryption devices

‘MOD Chipping’ of gaming consoles and duplication of goods without payment are in breach of IP rights

Gift card companies

Primary business is reselling gift cards of various suppliers

Hate websites

Websites that perpetuate hate, discrimination or inflame negative public opinion against certain people groups or based on gender, ethnicity, religion, sexual orientation, etc.

Illegal activities

Illegal activities, products/services, and the peripheral support (service providing) of illegal activities, either prohibited by local and global law reinforcement

Illicit, illegal drugs and paraphernalia

Includes synthetic drugs (products with psychoactive and/or stimulant characteristics), herbal highs, inhalants like poppers, psilocybin mushrooms, e-cigarettes containing nicotine. Paraphernalia directly associated to preparation and use of these drugs. Prescription-based drugs excluded.

Money service bureaus

Includes Money remittance dealers, agents and platform providers. Very high KYC, AML and CTF risks.

Non-Aus. Drugs

Non-Australian appropriately registered Drugs, drug proprietors or Pharmaceuticals

Nuclear-related

Manufacture, transport, storage and processing of nuclear materials, mining of ores used for nuclear fuel, or nuclear waste fuel management

Offshore information services, computer network or tech support

Key operations or service provider is located offshore (for their processing or service offering). May involve cloud-based storage.

Payday loans

Payday lending firms, includes indirect financing or linked credit, generally financiers that lend small amounts of money on a short-term basis and charges above average interest rates and/or fees

Peer 2 Peer

Peer to peer / person to person merchants or facilitators for all but A brands (e.g., eBay, PayPal, Western Union)

Pornography

Sexually oriented or pornographic materials, subscription to adult website access, video streaming, video tape and DVD rentals and sales.

Pyramid schemes

Money making schemes or deceptive marketing practices

Refinancing or transfer of existing loan

Paying out or making payment to another credit card/debt repayment of loan

Rewards Sites, Coupons and vouchers offerings

Marketing service platforms/websites that offer discounted rewards, coupons or vouchers IIOR to its subscribers, offering discounts to participating businesses and services. Goods or services are fulfilled by 3rd parties.

Sales involving sanctioned countries

Import or export or sale of goods and services that directly or indirectly relate to sanctioned or high-risk country as defined by DFAT or OFAC.

Supplements – Dietary, Health Food Products

Supplements not approved by TGA or FDA (US sourced) and require prescriptions, or deemed illegal, or make unsubstantiated claims, e.g., SARMS, ingestible hemp oil with THC.

Terrorism

Terrorism Individuals and Organizations as listed by applicable governments

Tobacco

Products that contain tobacco or nicotine. This includes cigars, cigarettes, loose leaf tobacco and vape products with nicotine.

Travel Agencies

Booking agents and brokers for travel, tours and accommodation services on behalf of 3rd party service providers

Weapons

Weapons, ammunitions and related parts and accessories. Also includes hunting weapons, sites with large knife selection, regulated replica toys, gel blasters.

High-Brand Risk / Highly Restricted

Industry

Inclusions / Notes

Aggregators

Merchants who aggregate transactions, PSP’s, other ISO’s or gateways

AU-regulated Gambling

AUD registered, includes betting sites lotteries and fund- raising raffles

Forex/Securities trading

FX, securities trading, CDF, binary options

Internet pharmacies

Includes pharmacies and compounding sites whose primary business is non-face to face sale of prescription drugs, also include internet referral sites

Medicinal Cannabis

Regulated/licenced manufacturer or distributor of medicinal cannabis

Third-party processors

Third Party Payment Processors (Aggregators)

Vapes

Vapes and accessories with no Nicotine content only

Marketplace

B2C platforms that bring together goods and services providers where the marketplace is responsible for the sale, settlement and distribution of funds.

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