These PiSell EFTPOS PAY Merchant Terms and Conditions (the "Terms") constitute a legally binding agreement between you (referred to in these Terms as the "Merchant" or "You," being the entity specified in the Application Form) and PiSell Pty Ltd (ABN: [Insert PiSell ABN]) (referred to in these Terms as "PiSell", "We", "Us", or "Our", as the context requires). The Terms, together with the Service Application Form submitted by You and any applicable Schedules, Policies, or Annexures provided by Us, form the entire agreement governing Your application for and use of the PiSell EFTPOS PAY Services (the "Agreement").

By taking any of the following actions, You acknowledge that You have read, understood, and agree to be bound by all the terms and conditions of this Agreement, which shall commence on the date We accept Your Application (the "Effective Date") or the date of Your first use of the Services, whichever is earlier:

(a) Executing and submitting the Service Application Form, whether electronically or in hard copy; or

(b) Using the PiSell EFTPOS PAY Services or the related EFTPOS Device.

You acknowledge and agree that the provision of the PiSell EFTPOS PAY Services relies on the support of third-party technology providers and financial institutions. Consequently, You must strictly comply with and be bound by:

(a) All terms, conditions, policies, and requirements as issued from time to time by the Acquirer (Wpay) (You are solely responsible for obtaining and understanding these documents); and

(b) All Scheme Rules (as defined in Clause 2).

Any amendments to these third-party terms, conditions, and rules are automatically incorporated into, and binding upon You under, this Agreement.

You represent and warrant to Us on a continuing basis that:

(a) You possess the full legal power, authority, and capacity to enter into and perform Your obligations under this Agreement;

(b) All information provided by You to Us (including, but not limited to, Your business, financial, and identification information) is complete, accurate, true, and not misleading or deceptive; and

(c) You will only use the PiSell EFTPOS PAY Services for the lawful commercial purposes described in this Agreement and the Application Form.

We agree to provide the PiSell EFTPOS PAY Services to the Merchant for the Term of this Agreement, enabling the Merchant to process Card Transactions at the nominated Trading Address(es) specified in the Service Application Form.

You acknowledge and agree that We are the sole contractual party directly responsible for the provision and overall management of the Services under this Agreement.

You understand and acknowledge that the core payment processing, authorisation, and Settlement functions of the Services are performed by the Acquirer (Wpay). Therefore, You must strictly comply with all conditions, procedures, limitations, and requirements imposed by the Acquirer (Wpay) and the Card Schemes. You agree that We may, at any time, disclose Your information to the Acquirer as required by the Acquirer or the Scheme Rules. The Acquirer reserves the right to suspend or terminate the Services directly to You if You breach the Scheme Rules or the Acquirer's own terms and conditions.

You acknowledge that We rely on the Technical Integration Provider (mx51) to supply and maintain the integrated payment technology (the mx51 Solution). We are responsible for providing Level 1 Support (initial queries, basic troubleshooting). You agree that mx51 shall be responsible for providing Level 2 Support to Us, and We will forward technical issues to mx51 as required. Our liability for technical failures shall be limited to the scope of support provided by mx51 to Us under their respective agreement.

We will arrange for the supply and, where applicable, installation of the EFTPOS Device(s) at Your Trading Address(es). You are responsible for ensuring that the necessary communication infrastructure (including power, telecommunications, and internet connectivity) is in place and maintained to allow the Device to operate correctly.

Notwithstanding the supply of the Device to You, You acknowledge and agree that title and ownership of all EFTPOS Devices (including any pre-loaded or downloaded software) shall at all times remain vested in the Acquirer (Wpay) or its designated supplier. We supply the Device to You under a limited, non-exclusive, non-transferable licence solely for the purpose of processing Valid Transactions under this Agreement.

We will provide maintenance services for the Devices. If a Device malfunctions due to fair wear and tear, We will arrange for repair or replacement (a "Swap").

(a) Merchant Responsibility for Damages and Loss: The Device remains at Your risk from the moment of delivery. You shall be solely liable for the cost of repair or replacement of any Device that is lost, stolen, damaged (other than by fair wear and tear), or destroyed due to Your negligence, misuse, or failure to secure the Device. This liability includes, but is not limited to, all penalties, fees, and costs imposed on Us by the Acquirer (Wpay) or its supplier as a result of such loss or damage. You agree to pay Us the replacement cost as set out in Our Device Replacement Cost Schedule (See Schedule 3), which We may amend from time to time.

(b) Return of Devices: Upon termination of this Agreement for any reason, You must, at Your expense and within seven (7) days of termination, immediately cease all use of the Device(s) and return all Devices to Us in good working order (fair wear and tear excepted). Failure to return the Device(s) will result in a charge for the full replacement cost of the unreturned Device(s) as specified in Schedule 3.

You acknowledge that the title to the EFTPOS Devices remains vested in the Acquirer (Wpay) or its supplier. To secure Our right to recover the full replacement cost under Clause 4.3(a), You grant Us a security interest in the Device(s) supplied to You. You agree to do all things necessary to perfect, maintain, or register this security interest on the PPSR, including signing any documentation required by Us.

You must not, and must ensure that Your employees or agents do not:

(a) Alter, modify, service, repair, or tamper with the Device or its internal software;

(b) Copy, reproduce, reverse engineer, decompile, or create derivative works from the software incorporated in the Device or themx51 Solution;

(c) Use the Device for any purpose other than processing Valid Transactions for the sale of goods or services at the approved Trading Address(es); or

(d) Pledge, charge, grant security over, or otherwise encumber the Device.

All Intellectual Property Rights in and to the PiSell EFTPOS PAY Services, the EFTPOS Device, the associated software, the mx51 Solution, Our brand, and any related documentation or materials are owned by Us or the Technical Integration Provider (mx51).

Nothing in this Agreement grants You any ownership rights in the Intellectual Property Rights of Us or mx51. Any use of Our or mx51's Intellectual Property Rights by You must be approved in writing and is solely for the purpose and duration of this Agreement.

The Merchant agrees to pay Us the Merchant Service Fee (MSF), along with any other applicable fees, charges, or taxes (collectively, the "Fees"), as specified in the Service Application Form or Schedule 2 (Fees and Charges), in consideration for the provision of the Services.

You hereby authorise Us to deduct all Fees, including but not limited to the MSF, any applicable Settlement Fees, and fees for Chargebacks, fines, or the Dispute Handling Fee, directly from Your daily Settlement amounts prior to crediting the remaining funds to Your Bank Account. If the Settlement amounts are insufficient to cover the Fees, You authorise Us to debit the outstanding amount from Your Bank Account, as further detailed in Clause 7.4.

We reserve the right to review and amend the Fees from time to time. We will provide You with at least thirty (30) days' prior written notice of any increase in the Fees. If You do not agree to the revised Fees, You must notify Us in writing of Your intention to terminate this Agreement within that thirty (30) day notice period. Your continued use of the Services after the notice period constitutes Your acceptance of the revised Fees.

If You fail to pay any amount due to Us under this Agreement by the due date, We may charge You interest on the overdue amount at the Default Interest Rate, calculated daily from the due date until the date of full payment.

The Acquirer (Wpay) is responsible for performing the Settlement of Valid Transactions. We will ensure that funds from Valid Transactions are transferred to Your designated Bank Account, after all deductions are made pursuant to this Agreement.

The Settlement of funds shall be processed according to the Settlement pattern selected by the Merchant in the Application Form:

(a) Default Settlement Pattern: Transactions approved Monday to Friday (excluding NSW & VIC public holidays) before the transaction cut-off time of 00:00 AEST/AEDST will be settled by 10:30 AEST/AEDST on the Next Business Day. No additional Settlement Fee applies to this pattern.

(b) 7 Day Settlement Pattern (Optional): Transactions approved Monday to Sunday before the transaction cut-off time of 03:00 AEST/AEDST will be settled by 10:30 AEST/AEDST on the Same Business Day. A Settlement Fee of 4 basis points (bps) for all Transactions applies to this pattern and will be deducted from Your Settlement amount. You acknowledge that We or the Acquirer is not liable for any delays in the crediting of funds to Your Bank Account caused by Your bank.

Notwithstanding any provision to the contrary, You acknowledge and agree that We, or the Acquirer, reserves the absolute right, without prior notice to You, to withhold, suspend, or delay any Settlement payments or impose a Reserve:

(a) If We or the Acquirer reasonably suspects that You are engaging in fraud, money laundering, or other illegal activities;

(b) To investigate any potential Invalid Transaction or high-risk activity;

(c) If Your Chargeback ratio or refund rate exceeds the thresholds set by the Acquirer or the Card Schemes;

(d) To offset any amounts owed by You to Us or the Acquirer under this Agreement, including but not limited to outstanding Fees, fines, or Chargebacks; or

(e) Reserve: To establish a Reserve against potential future liabilities, including if Your Chargeback ratio or refund rate exceeds the Acquirer's risk thresholds. We will notify You of the amount or percentage of the Reserve and the conditions under which it will be released.

You hereby grant Us an irrevocable and unconditional right and standing authority to debit or offset against Your Bank Account or future Settlement funds any amounts due to Us or the Acquirer, including:

(a) Fees: All Fees, charges, and commissions payable under this Agreement;

(b) Chargebacks and Fines: All Chargeback amounts, fines, penalties, and associated costs, including the Dispute Handling Fee, imposed by the Acquirer or the Card Schemes;

(c) Refunds: Amounts for Transactions refunded to Cardholders; and

(d) Shortfalls: Any outstanding debit balance or shortfall in Your Settlement account.

This authorisation remains in effect until all Your obligations under this Agreement are fully satisfied.

You are solely and fully responsible for all Chargebacks and related costs, irrespective of the reason for the Chargeback, including but not limited to, those arising from:

(a) Any disputes with Cardholders regarding the quality, delivery, or nature of goods or services sold by You;

(b) Your failure to comply with the Scheme Rules, Wpay terms, or this Agreement; or

(c) Fraudulent Transactions processed through Your EFTPOS Device.

You must, upon request, promptly provide Us or the Acquirer with all necessary information and documentation (including proof of delivery or service) to assist in investigating a Chargeback. Failure to provide such information may result in Us immediately debiting the Chargeback amount and any associated fees, including the Dispute Handling Fee, from Your account without further recourse.

You agree that all refunds must be processed directly to the original Payment Card in accordance with the Scheme Rules and applicable laws. You must maintain a fair refund policy and clearly disclose it to Your customers. We will deduct the full amount of any refund, plus any applicable fees, from Your Settlement funds.

The Merchant must, at all times and at its own cost, strictly comply with:

(a) All Card Scheme Rules (including, but not limited to, the regulations of Visa, Mastercard, and other Card Schemes applicable to merchants);

(b) All terms and conditions and instructions issued by the Acquirer (Wpay); and

(c) All applicable laws and regulations in the jurisdiction(s) where the Services are used.

You acknowledge that any failure to comply with the above may result in the immediate suspension or termination of the Services and the imposition of fines or penalties, for which You shall be solely liable.

You must ensure that:

(a) Authorisation: You only submit Transactions that have received an electronic authorisation approval via the EFTPOS Device. Any Transaction submitted without proper authorisation is deemed an Invalid Transaction and is Your sole responsibility.

(b) Card Presence: Where required by the Scheme Rules, you must ensure the Card is physically present at the time of the Transaction.

(c) Sale Price: The Transaction amount must only relate to the Merchant's actual sale price of goods or services provided to the Cardholder. You must not submit a Transaction for cash advances, cheque cashing, or for any amount not genuinely owed by the Cardholder for goods or services purchased.

(d) Display of Information: You must clearly and accurately display your return and refund policies to the Cardholders. You must not indicate or imply that We or the Acquirer is a party to the Transaction or is responsible for any goods or services sold by You.

The Merchant shall not use the Services or the EFTPOS Device to process Transactions relating to illegal or Prohibited Goods/Services. You warrant that your business activities do not fall within the Prohibited Merchant Categories as set out in Schedule 1 (Prohibited Merchant Categories) of this Agreement, or as listed in the Acquirer's policies.

(a) Any activities that are illegal under any applicable law;

(b) Any activities that constitute fraud or money laundering;

(c) Any transactions intended to circumvent the Scheme Rules, including transaction splitting or cross-border processing without prior approval; or

(d) Any transactions that pose an unusually high risk of Chargebacks, fraud, or damage to the reputation of Us or the Acquirer.

You must immediately notify Us in writing of any material changes to Your business, including but not limited to:

(a) Change of ownership, corporate structure, trading name, or primary contact details;

(b) Change in the type of goods or services sold, or the introduction of a new product line that was not disclosed in the Application Form; or

(c) Any change to Your financial status, including the commencement of any insolvency event.

The Merchant must maintain records of all Transactions, sales receipts, customer order details, and authorisations for a minimum period of seven (7) years from the date of the Transaction, or such other period as required by the Scheme Rules or applicable law.

You acknowledge that the integrity and security of Cardholder Data is paramount. You must, at all times and at Your own expense, achieve and maintain full compliance with the most current version of the PCI DSS to the extent that it applies to Your business, environment, and use of the Services.

You must not, under any circumstances, store any sensitive Cardholder Data (including the full contents of the magnetic stripe, CW2, or PIN data) in any format, electronically or physically. You must comply with all Acquirer and Card Scheme requirements regarding the handling, transmission, and storage of Cardholder Data.

In the event that You suspect or discover any actual or potential loss, theft, misuse, or unauthorised access to Cardholder Data, or any breach of the EFTPOS Device security, You must:

(a) Immediately notify Us in writing (within 24 hours);

(b) Cooperate fully with Us, the Acquirer, and any appointed forensic investigator to identify the cause, scope, and impact of the breach; and

(c) Bear all costs and liabilities arising from the security breach if it is caused by Your negligence or failure to comply with this Agreement or PCI DSS.

You warrant that You will comply with all applicable privacy laws (e.g., the Privacy Act 1988 (Cth)) regarding the collection, use, storage, and disclosure of personal information relating to Your customers and employees.

You authorise Us to collect, use, and disclose Your personal information and Transaction data, and the personal information of Your directors/principals, to the Acquirer (Wpay) and the Technical Integration Provider (mx51), and to third parties (e.g., credit reporting agencies, regulatory bodies) as reasonably necessary to provide the Services, manage fraud risk, and comply with the law. You specifically acknowledge and consent that Your data, including Transaction Data, may be processed, transferred, and stored outside of Australia by Us, the Acquirer, or mx51.

The Merchant agrees to indemnify and hold harmless Us, the Acquirer (Wpay), the Technical Integration Provider (mx51), and their respective directors, officers, employees, and agents (each, an "Indemnified Party") from and against any and all liabilities, losses, damages, costs, expenses, and claims (including reasonable legal fees on a full indemnity basis) (collectively, "Losses") incurred by any Indemnified Party arising out of or in connection with:

(a) Any breach by the Merchant of any term, condition, representation, or warranty under this Agreement;

(b) Any Chargeback, refund, penalty, or fine imposed by a Card Scheme or the Acquirer resulting from the Merchant's conduct or transactions;

(c) The Merchant's fraud, wilful misconduct, or negligence;

(d) Any security breach, compromise, or unauthorised access to Cardholder Data in the Merchant's possession or control;

(e) Any failure by the Merchant to comply with the Scheme Rules or PCI DSS; or

(f) Any claim or dispute brought by a Cardholder against Us or the Acquirer related to the Merchant's goods or services.

To the maximum extent permitted by law, We, the Acquirer, and the Technical Integration Provider shall not be liable to the Merchant for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, loss of profits, revenue, data, or goodwill, arising out of or in connection with this Agreement or the Services, even if such party was advised of the possibility of such damages.

Notwithstanding any other provision in this Agreement, Our total cumulative aggregate liability to the Merchant for all Loss (excluding the Merchant's liability for Chargebacks, fees, and fines) arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the lesser of: (i) AUD $1,000; or (ii) the total Merchant Service Fees (MSF) paid by the Merchant to Us during the three (3) month period immediately preceding the event giving rise to the claim.

The Services and the EFTPOS Device are provided on an "as is" and "as available" basis. We provide no express or implied warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement, except for any non-excludable statutory warranties under applicable law.

This Agreement commences on the Effective Date and shall continue until terminated by either party in accordance with this Clause 14.

Either We or the Merchant may terminate this Agreement for convenience by providing the other party with at least thirty (30) days' prior written notice.

We may, without prior notice, immediately suspend the Services or terminate this Agreement if:

(a) Breach: The Merchant commits a material breach of this Agreement (including, but not limited to, failure to pay Fees when due, or failure to comply with the Scheme Rules or PCI DSS);

(b) Financial Risk: The Merchant's Chargeback ratio, refund rate, or fraud rate exceeds the thresholds set by the Acquirer or the Card Schemes, or if the Acquirer instructs Us to terminate the Services;

(c) Insolvency: The Merchant becomes insolvent, bankrupt, subject to receivership, administration, or enters into any arrangement with creditors;

(d) Change in Business: The Merchant fails to notify Us of a material change in its business as required by Clause 9.4; or

(e) Acquirer Relationship: The agreement between Us and the Acquirer (Wpay) is terminated or suspended.

Upon termination of this Agreement for any reason:

(a) Cessation: All licences granted to the Merchant under this Agreement (including the right to use the Services and the EFTPOS Device) shall immediately cease;

(b) Return of Device: The Merchant must immediately comply with Clause 4.3(b) regarding the return of the EFTPOS Device(s);

(c) Fees and Chargebacks: Termination shall not affect the Merchant's obligation to pay all Fees accrued up to the date of termination, or its liability for any future Chargebacks relating to Transactions processed prior to termination.

All notices required or permitted under this Agreement must be in writing and delivered by hand, prepaid post, or email to the addresses specified in the Service Application Form. Notice shall be deemed received upon delivery (if hand-delivered), two business days after posting (if sent by post), or upon transmission (if sent by email, provided no "undeliverable" notification is received).

We may assign, transfer, or novate Our rights and obligations under this Agreement to an affiliated entity, a successor entity, or the Acquirer (Wpay) without the Merchant's consent. The Merchant shall not assign, transfer, or delegate its rights or obligations under this Agreement without Our prior written consent.

This Agreement is governed by and construed in accordance with the laws of Victoria, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that State and the courts competent to hear appeals from those courts.

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, representations, and understandings between the parties, whether written or oral.