Terms and Conditions

This Fat Zebra Master Agreement (“Agreement”) is a legal agreement between Fat Zebra Pty Ltd A.C.N. 154 014 785 or its Affiliates (“the Company”, “Our”, “We” or “Us”) and the entity or person (“You”, “Your”, or “User”) to receive certain payment, analytics and benchmarking, and other business services that may be offered by the Company (each, a “Service”). This Agreement describes the terms and conditions that apply to Your use of the Services.

Please note: Fat Zebra acquired Southern Payment Systems Pty Ltd (“Pin Payments”) in December 2024.

If You do not understand any of the terms of this Agreement, please contact Us before using the Services. You may not access or use any Services unless You agree to abide by all of the terms and conditions in this Agreement.

Definitions and Interpretation

This Agreement will be interpreted in accordance with and the capitalised terms will have the meaning attributed to them throughout the Agreement and as set out in “Appendix A – Definitions and Interpretation”.

Order of Precedence

In the event of a conflict between this Master Agreement and the Exhibits, Schedules, or Annexures attached to this Agreement, the terms of the Master Agreement will prevail.

Term of Agreement

This Agreement shall commence on the day that You create Your Account (“Effective Date”) until this Agreement is terminated. This period shall be known as the Term of the Agreement.

Our Services

Provision of Services

Subject to Clause 7(d), We will provide the Services, described in the attached Exhibits, subject to the terms set out in this Agreement and in the applicable Exhibit and their schedules, which are in this Agreement together referred to as the Services.
Each Exhibit and its Schedules (if any) will be deemed to incorporate all of the terms of this Agreement.
Use of the term “Exhibit” throughout this Agreement will include any Schedules attached to such Exhibit. Use of the term “Schedule” includes any Attachments executed by the parties under an Exhibit, as governed by this Agreement. Exhibits and Schedules attached as of the Effective Date are listed below:

Exhibit 1: Payment Services Exhibit to Master Agreement
Schedule 1 to Exhibit 1	Direct Debit Authority
Schedule 2 to Exhibit 1	Eftpos Acquiring
Schedule 3 to Exhibit 1	American Express Terms
Schedule 4 to Exhibit 1	Pin Payments Services Terms

Exhibit 2: Terms Apply to All Services
Schedule 1 to Exhibit 2	Privacy Policy
Schedule 2 to Exhibit 2	Collection Statement

Your Obligations on Application

By accepting the terms of this Agreement, You represent and warrant that:

You are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement and to be bound by the Agreement;
If You are a sole proprietor, You and Your Representative affirms that You and Your Representative are personally liable for the use of the Services and Your obligations under this Agreement;
any information You provide Us about Your business, products, or services is accurate and complete;
any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction;
You will fulfil all of Your obligations to Customers and will resolve all Disputes with them;
You will comply with all Laws applicable to Your business and use of the Services;
You will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and
You will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.
You are 18 years of age or above.

Your Responsibilities

Reliance on Your Instructions

Where We in providing the Services are required to rely on instructions and requests issued by You, We will be entitled without further enquiry to execute or otherwise act upon those instructions or that information.

Your System

You will ensure that:

Your System is available, operational and compliant with all applicable standards, including but not limited to, industry standards for system security, or electronic and payment transactions, to the extent necessary to enable Us to provide the Services in accordance with this Agreement and to comply with relevant Laws applicable to Us;
We are notified of any changes to Your System that could materially affect Our ability to provide the Services or comply with its obligations under relevant Laws;
You must provide all cooperation, information and assistance reasonably requested and necessary for the proper supply and performance of the Services, or specified in the relevant Exhibit or Schedule, in connection with provision of the Services (which may include reasonable and applicable access to Your facilities, systems, personnel and equipment).

Provision of Services to Affiliates

If You require Us to extend the scope of the Services being provided to You, in order for You to onward provide such Services to Your Affiliates (such extended Services being the “Affiliate Services”), then the Parties agree that the Services will be provided to You on the following terms and conditions:

the Affiliate Services will be provided to You, and not Your Affiliate/s directly, and We will have no direct contractual obligations to Your Affiliate/s;
any Services to be provided to You in relation to Your Affiliate/s will be provided in accordance with such terms and conditions as agreed between Us and You; and
You will ensure that any Affiliate that receives Services will comply with the same obligations owed by You under this Agreement.
When Services are received by Your Affiliate/s then for the purposes of that Exhibit, references to You in this Agreement (including its Exhibits) will be deemed to include the applicable Affiliate and You agree to ensure that Your Affiliate/s comply with the terms of this Agreement.
If You require Us to extend the scope of the Services being provided to You, in order for You to onward provide such Services to Your Affiliates, then You must provide details of Your Affiliates:
- Entity Name
- ABN / ACN
- Registered Office Address
- Phone Number
We reserve the right to not provide Services to Your Affiliates at Our sole discretion as determined by Our risk appetite.

Payment Terms

We reserve the right to modify any of the Fees payable in this Agreement by providing no less than thirty (30) days written Notice to You (“Fee Increase Notice”). If any such increase in not acceptable to You, You may elect to terminate this Agreement in accordance with Clause 10. If You do not terminate this Agreement in accordance with Clause 10 within fourteen (14) days of receiving the Fee Increase Notice, You will be deemed to have accepted the relevant Fee increase.
You must pay all invoices within thirty (30) days of receipt. If You have not paid the Fees and/or Assessments payable to Us at the end of the 30 days, We shall send a written Notice to You reminding You that the Fees and/or Assessments are overdue and You must pay the overdue Fees and/or Assessments within fifteen (15) days of the date of such Notice. Failure to pay the Fees and/or Assessments (other than amounts of Fees and/or Assessments that are the subject of a bona fide dispute) in accordance with this Clause constitutes a material breach of this Agreement.
Without limiting any Clause in this Agreement, You authorise Us to debit Your Bank Account without Notice to collect any amounts You owe Us under this Agreement. If We are unable to collect those amounts by debiting Your Bank Account, You immediately grant Us an authorisation to debit each any other Bank Account that You have identified to Us until We recover all amounts You owe to Us.
You agree to pay 2.5% plus the Cash Rate Target set by the Reserve Bank of Australia (the “Interest”) on amount which remain unpaid after thirty (30) days from the receipt of a tax invoice. Any accounts that are outstanding for over forty-five (45) days may be passed on to a debt collection agency and You agree that You will be responsible for the payment of any debt collector fees involved in recovering the debt.
Your authorisation under this section will remain in full force and effect until Your Account is closed and We recover all amounts You owe to Us. This includes all amounts payable by You to Us for costs incurred by Us in resolving Disputes that occur after Your Account is closed for Charges initiated before Your Account is closed.
Your authorisation under this section will remain in full force and effect until Your Account is closed and We recover all amounts You owe to Us. This includes all amounts payable by You to Us for costs incurred by Us in resolving Disputes that occur after Your Account is closed for Charges initiated before Your Account is closed.
If applicable debit scheme authorization rules grant You the right to revoke Your debit authorisation, then to the extent Law permits, You waive that right.
Where You operate with Us on net settlement terms, Fees payable to Us under this Agreement will be deducted from any amounts payable to You under those net settlement terms.
All Fees, Assessments and other liabilities owed by You to Us arising under this Agreement prior to termination become due and payable on termination of this Agreement. Any outstanding Fees, Assessments or other liabilities owed by You to Us arising under this Agreement continue to be payable after termination and remain governed by this Clause 8.

Tax

Each Party must bear its own Taxes arising out of or in connection with this Agreement.
Where GST is imposed on any supply made under this Agreement by one Party (Supplying Party) to another Party (Receiving Party), the Receiving Party must pay the GST.
You are responsible for the payment of Taxes, including GST, relating to the sale of Your goods and services and the operation of Your business. We are not responsible for the determination or payment of any Taxes on Your behalf.
Unless expressly stated otherwise, all Fees, Assessments and other payments to be made to Us under the Agreement are exclusive of any applicable Taxes.
If You and We are jointly liable for any Tax, You are responsible to pay such joint Taxes. If We make payment for such joint Taxes or if a tax authority requires Us to pay other Taxes, you will indemnify and reimburse Us for such payment. If You do not reimburse Us, We may deduct such payment from any payments We are due to make to You under the Agreement or from any funds which We are holding for You.
If a Government Body requires information from us regarding Taxes and relating to this Agreement, You agree that We may provide such information.

Termination

Your Termination

You may terminate this Agreement by closing Your Account. If after termination, You use the Services again, this Agreement will apply with an Effective Date that is the date on which You use the Services again.

Our Termination

We may terminate this Agreement (or any part of this Agreement) or close Your Account with immediate effect if any of the following occur:

You breach this Agreement or any other agreement between the Parties;
We reasonably believe that Your use of the Services:

is or may be harmful to Us or any third party;
presents an unacceptable level of credit risk;
increases, or may increase, the rate of fraud that We observe;
degrades, or may degrade, the security, stability or reliability of the Our Services or any third party’s system (e.g., Your involvement in a distributed denial of service attack);
enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or
is or may be unlawful.

You do not promptly update Your System to a kind compatible with the Services and that We require or recommend;
We have a reasonable belief that it will violate any Law or Government Body requirement;
a Government Body requires or directs Us to do so;
You do not respond in a timely manner to any request that this Agreement permits Us to make of You;
You do not provide Us adequate time to verify and process information that You have provided to Us and this Agreement permits Us to request from You;
You fail to raise payment within forty-five (45) days after receiving a Notice issued under Clause 8.2 reminding you that an invoice is overdue.
You enter or are reasonably likely to enter an Insolvency Event; or
We reasonably believe that You are engaged in a business, trading practice or other activity that presents an unacceptable risk to Us.

We may terminate this Agreement (or any part of this Agreement) or close Your Account at any time upon 30 days’ Notice to You.
We may also terminate this Agreement (or a relevant part of this Agreement) for cause if We exercise Our right to suspend the Services and the event giving rise to suspension has not been resolved to Our reasonable satisfaction within 30 days of the suspension.

Termination for Material Breach

Without limiting Clauses 10.1 or 10.2, a Party may terminate this Agreement immediately upon Notice to the other Party if:

the other Party materially breaches this Agreement and if capable of cure, does not cure the breach within 10 days after receiving Notice specifying the breach.
If the material breach affects only certain Services, the non-breaching Party may choose to terminate only the affected Services.

Effect on Other Agreements

Termination of this Agreement will not affect any other agreement between the Parties.

Suspension

We may immediately suspend providing any or all Services to You, if:

You breach this Agreement or any other agreement between the Parties;
We reasonably believe that Your use of the Services:

is or may be harmful to Us or any third party;
presents an unacceptable level of credit risk;
increases, or may increase, the rate of fraud that We observe;
degrades, or may degrade, the security, stability or reliability of Our Services or any third party system (e.g., Your involvement in a distributed denial of service attack);
enables or facilitates, or may enable or facilitate, illegal or prohibited Transactions; or
is or may be unlawful.

You do not promptly update Your System to a kind compatible with the Services and that We require or recommend;
We have a reasonable belief that it will violate any Law of Government Body requirement;
A Government Body requires or directs Us to do so;
You do not respond in a timely manner to any request that this Agreement permits Us to make of You;
You do not provide Us adequate time to verify and process information that You have provided to Us and this Agreement permits Us to request it from You;
You enter or are reasonably likely to enter an Insolvency Event; or
We reasonably believe that You are engaged in a business, trading practice or other activity that presents an unacceptable risk to Us.

Our decision to suspend providing any or all of the Services to You is at Our sole discretion.
If We decide to suspend providing any or all of the Services to You, any obligation(s) We have under this Agreement will end.

Survival

The following Clauses will survive termination or suspension of this Agreement:

Clause 8:
Clause 9;
Clause 25;
Clause 27;
Clause 28;
Clause 29;
provisions that by their nature are intended to survive termination or suspension; and
provisions that allocate risk, or limit or exclude a Party’s liability, to the extent necessary to ensure that a Party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

Assignment and Subcontracting

You may not assign this Agreement, any rights or licences granted in this Agreement, or operation of Your Account to others without Our prior written consent. If You wish to make such an assignment, please contact Us. If We consent to the assignment, the assignee agrees to assume all of Your rights and obligations owed by You related to the assignment, and must agree to comply with the terms of this Agreement. We may assign this Agreement without Your consent or any other restriction. If We make an assignment, We will provide reasonable Notice to You.
We may assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations hereunder and/or otherwise subcontract any of its obligations hereunder, in whole or in part, to any third party, without Your written consent.

Warranties

General Disclaimer

Except as expressly stated in this Agreement, no warranties, conditions, undertakings or terms, express or implied, statutory or otherwise, relating in any way to this Agreement or its subject matter are given or assumed by Us, and all such warranties, conditions, undertakings and terms are excluded to the maximum extent permitted by law.

Mutual Warranties

Each Party warrants to the other Party that:

it is duly incorporated and validly existing under the laws of its place of incorporation;
it has the power to enter into and perform its obligations under this Agreement and this Agreement does not put it in breach of any laws, regulations or other agreements by which it is bound;
it has taken all necessary measures to authorise or approve the execution of this Agreement;
it will obtain, hold and maintain, and has the necessary filings, consents, permits and licenses as may be required in order for it to conduct any and all of its business; and
this Agreement constitutes legal, valid, binding and enforceable obligations on both parties.

Your Warranties

In addition to the warranties outlined in Clause 14.2, You represent and warrant to Us that:

there is no legal action or regulatory investigation pending or (to the best of Your knowledge) threatened against You that might affect Your ability to carry out Your responsibilities under this Agreement;
complying with this Agreement will not cause You to breach any other agreements to which You are a party;
none of Your directors, shareholders or other beneficial owners are subject to any sanctions imposed by a relevant Government Body;
all Personal Data provided by You has been provided in compliance with all Laws and all necessary prior consents have been obtained;
You will not resell the Services, in whole or in part, or otherwise allow the use of the Services by any third parties when such use has not been included in the Agreement or approved by Us; and
You have independently evaluated the Services as being suitable for Your purposes and did not rely on any information on Our website or other representations made by Us or Our staff in reaching this determination.

Notices

Written Notices required under this Agreement may be delivered to a Party by hand, registered post or electronically by the Dashboard or email to that Party’s nominated address or to an alternate address as notified to the Party giving the Notice (“Notice”).
If delivered by hand or sent by registered post or courier, Notices will be effective on written acknowledgement of receipt by Ours or Your Representative.
If delivered by the Dashboard, Notices will be effective where twenty four (24) hours has passed since the Notice was posted.
If delivered by email, Notices will be effective where the transmission report states that it was sent in full and without error, on the day the transmission was received if the report states that the transmission was completed by 5:00 PM on a Business Day, otherwise on the next Business Day.

Notifications

Each Party will advise the other of any specific request or directive made to them by any relevant Payment Systems or any Government Body concerning this Agreement, or of any changes or proposed changes in Legislation or Regulations of which they become aware that may have a material effect on this Agreement or the Services.

APIs and Dashboard

The Company has developed and provides access to the APIs that may be used to access the Services. You may use the APIs solely as described in the Documentation to process Transactions or use the Services on websites and through the applications identified in Your Account. You may manage Your Account, connect with other service providers, and enable additional features through the Company dashboard (“Dashboard”).
You may use the APIs to utilise the Services on Your website or inside Your mobile applications. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to You by Us. Due to the nature of the Services, We will update the APIs and Documentation from time to time, and may add or remove functionality. We will provide You Notice if We change, deprecate, or remove functionality from the API so that You may continue using the Services with minimal interruption.
We will give You both publishable and secret API keys for live and test Transactions available through the Dashboard. Publishable keys identify Transactions with Your Customers, and secret keys permit any API call to Your Account. You are responsible for securing Your secret keys. You must not publish or share them with any unauthorised persons. Failure to secure Your secret keys will increase the likelihood of fraud on Your Account and potential losses to You or Your Customers. We provide more details on proper use of publishable and secret API keys in the Documentation.

Intellectual Property

Ownership of Our IP

The Company represents and warrants that it either owns or is licensed to use all Intellectual Property subsisting in the System and/or the Services to be provided pursuant to the terms of this Agreement and all associated materials (including the Documentation).
Except as provided in this Clause all Intellectual Property subsisting in:

the System;
the Services; and
materials supplied or created in the course of Us providing access to the System and/or the Services (including Documentation).

Our IP remains the property of the Company, including any improvements, enhancements, additions, variations or other Intellectual Property created, developed, discovered or otherwise brought into existence in the course of Us performing Our obligations under this Agreement.
You acknowledge and agree that You do not have any rights in the intellectual property in or associated with Us, the underlying HTML, audio clips, text, Java scripts and other content made available on Our website (Website Material) other than pursuant to the terms of this Clause.
If requested by Us, You agree to do all things reasonably necessary, including executing such forms, documents or instruments, to transfer or assign Intellectual Property created, developed, discovered or otherwise brought into existence in the course of Us performing Our obligations under this Agreement to Us.

Licence

During the Term of this Agreement, but subject to Exhibit 1, We grant You a non-exclusive license to use Our IP.
In relation to Intellectual Property created, developed, discovered or brought into existence in the course of Us performing the Implementation Services, only (and for the avoidance of doubt, not Intellectual Property that existed prior to Us performing those Implementation Services or discovered outside of those Implementation or subsisting in the System whatsoever), the licence granted is perpetual rather than limited to the Term of this Agreement.
You may only use Our IP subject to the license granted;

to gain access to and use the System during the Term of this Agreement for the System’s intended purpose and no other purpose whatsoever; and
in accordance with the terms of this Agreement.

Marks

For purposes of this Clause, the term “Marks” will mean the trade marks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable Party. All uses of a Party’s Marks by the other Party will be in the form and format specified in the media or promotional guidelines, if any.
Subject to the terms and conditions of this Agreement, You hereby grant Us for no consideration, a limited, non-exclusive and non-transferable licence during the Term to use such Your Marks, on a royalty-free basis, for the sole purpose of performing promotional activities, including but not limited to websites, presentations, materials, case studies, and advertisements.
Trademarks, logos and names mentioned or displayed on Our website are the Intellectual Property of their respective owners. You will discontinue use of the Networks’ decals, promotional, or other materials after termination of this Agreement. You will not indicate that its products or services are endorsed by any of the Networks.

Protection of IP

Without limiting any other provisions of this Agreement, You must not do anything that is infringing or may infringe upon the Intellectual Property of the Company subsisting in Our IP or Website Material or otherwise use Our IP in a manner that is not expressly permitted in this Agreement, including:

copying, reproducing or modifying any of Our IP or Website Material;
attempting to reverse-engineer Our IP in any way;
publish any materials containing Our IP or Website Material in any way whatsoever; or
engaging, instructing or allowing any other person to do any of those things.

You must notify Us as soon as possible if You become aware of any person doing anything that may be infringing upon any Intellectual Property of the Company.

Confidentiality and Privacy

Data Usage Overview

The following terms used in this Clause relate to data provided to Us by You or Your Customers, or received or accessed by You through Your use of the Services:

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
“User Data” means information that describes Your business and its operations, Your products or services, and orders placed by Customers.
“Payment Data” means payment account details, information communicated to or by Financial Services Providers, financial information specifically regulated by Laws and Network Rules, and any other information used with the Payment Services to complete a Transaction.
“Our Data” means details of the API transactions over Our infrastructure, information used in fraud detection and analysis, aggregated or anonymised information generated from Data, and any other information created by or originating from Us or the Services.
The term “Data” used without a modifier means all Personal Data, User Data, Payment Data, and Our Data.

Data Usage, Privacy, and Security

The Company processes, analyses, and manages Data to:

provide Services to You, other users of the Company, and Customers;
mitigate fraud, financial loss, or other harm to users, Customers and the Company; and
analyse, develop and improve Our products, systems, and tools.

We provide Data to third-party service providers, including Financial Services Providers and their Affiliates, as well as Our global Affiliates, to allow Us to provide Services to You and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to You. You understand and consent to Our use of Data for the purposes and in a manner consistent with this Clause 22.

Confidentiality

We will only use User Data as permitted by this Agreement, by other agreements between You and Us, or as otherwise directed by You. You will protect all Data You receive through the Services, and You may not disclose or distribute any such Data, and You will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between You and Us. Neither Party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Network Rules.

Privacy

The Company warrants to You that it complies and will comply with Australian Privacy Laws in relation to any Personal Information We collect about or in relation to You or Your Customers.
The Company will use reasonable endeavours to protect any Personal Information We collect about the You or Your Customers from:

misuse, destruction or loss; and
unauthorised access, modification or disclosure.

PCI Compliance

If You use Payment Services to accept payment card Transactions, You must comply with the Payment Card Industry Data Security Standards (PCI-DSS) and, if applicable to Your business, the PCI Software Security Framework (SSF) (collectively, the “PCI Standards”). The Company provides tools to simplify Your compliance with the PCI Standards, but You must ensure that Your business is compliant. The specific steps You will need to take to comply with the PCI Standards will depend on Your implementation of the Services. You can find more information about implementing the Services in a manner compliant with the PCI Standards in Our Documentation. You will promptly provide Us with documentation demonstrating Your compliance with the PCI Standards upon Our request. If You elect to store, hold and maintain “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), You further agree that You will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, You agree to never store any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), data at any time. You can find information about the PCI Standards on the PCI Council’s website at https://www.pcisecuritystandards.org/.

Security and Fraud Controls

The Company’s Security

The Company is responsible for protecting the security of Data in Our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in Our servers from unauthorised access, accidental loss, modification, or breach, and We will comply with applicable Laws and Network Rules when We handle User and Personal Data. We are committed to upholding the PCI Standards, and acknowledge Our responsibility for the security of account Data We possess or otherwise store, process, or transmit on behalf of You or Your Customers or Cardholders, or to the extent that We could impact the security of Cardholder Data and/or sensitive authentication Data.
However, no security system is impenetrable, and We cannot guarantee that unauthorised parties will never be able to defeat Our security measures or misuse any Data in Our possession. You provide User Data and Personal Data to Us with the understanding that any security measures We provide may not be appropriate or adequate for Your business, and You agree to implement the Security Controls and any additional controls that meet Your specific requirements. In Our sole discretion, We may take any action, including suspension of Your Account, to maintain the integrity and security of the Services or Data, or to prevent harm to You, Us, Customers, or others. You waive any right to make a claim against Us for losses You incur that may result from Our actions.

Your Security

You are solely responsible for the security of any Data on Your website, Your servers, in Your possession, or that You are otherwise authorised to access or handle. You will comply with applicable Laws and Network Rules when handling or maintaining User Data and Personal Data, and will provide evidence of Your compliance to Us upon Our request. If You do not provide evidence of such compliance to Our satisfaction, We may suspend transactions on Your account or terminate this Agreement.

Security Breach

If either We, a relevant Government Body or Financial Services Provider, believe that You have suffered a security breach or there has been a compromise of any Customer’s information, You will be required to conduct a security audit of Your systems and locations using an independent auditor at Your own cost.
You must give Us a copy of the report, which We may then share with any relevant Government Body, Financial Services Provider or other provider.

Security and Fraud Controls

We may provide or suggest Security Controls to You, but We cannot guarantee that You or Customers will never become victims of fraud. Any Security Controls We provide or suggest may include processes or applications developed by the Company, its Affiliates, or other companies. You agree to review all the Security Controls We suggest and choose those that are appropriate for Your business to protect against unauthorised Transactions and, if appropriate for Your business, independently implement other security procedures and controls not provided by Us. If You disable or fail to properly use Security Controls, You will increase the likelihood of unauthorised Transactions, disputes, fraud, losses, and other similar occurrences. Keep in mind that You are solely responsible for losses You incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with You, and Your failure to implement Security Controls will only increase the risk of fraud. We may assist You with recovering lost funds, but You are solely responsible for losses due to lost or stolen credentials or accounts, compromise of Your username or password, changes to Your Payout Account, and any other unauthorised use or modification of Your Account. We not liable or responsible to You and You waive any right to bring a claim against Us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent Transactions, unless such losses result from the Company’s wilful or intentional actions. Further, You will fully reimburse Us for any losses We incur that result from the use of lost or stolen credentials or accounts.
We may also provide You with subjective Data regarding the possibility or likelihood that a Transaction may be fraudulent that require action or review by You. We may incorporate action or inaction by You into any such subjective scoring when identifying future potential fraud. You understand that We provide this Data to You for Your consideration, but that You are ultimately responsible for any actions You choose to take or not take in relation to such Data, and for providing inaccurate or incorrect information to Us. You are solely responsible for any action or inaction You take based on such Data.
We reserve the right to require You to implement a fraud tool at Your expense where it is determined by Us that You operate in a high fraud-prone industry, or as otherwise determined by Us on consideration of the factual circumstances.

Transfer of Payment Data upon Termination

For 30 days after termination of Your Account, You may request in writing that We transfer Payment Data regarding transactions between You and Customers that You are entitled to receive (“Exportable Data”) to an alternative payment services provider consistent with applicable Laws. For payment card transactions, We will only transfer Exportable Data to another PCI-DSS Level 1-certified payment services provider. For other payment methods, We may require You to provide Us with evidence that the alternative payment services provider You select has appropriate systems and security controls before We migrate any Exportable Data. We will use commercially reasonable efforts to transfer Exportable Data within 10 Business Days after We receive Your written request. We may delay or refuse any transfer request if We believe the payment services provider You have identified does not have systems or security controls in place that are sufficient to protect Exportable Data, that the integrity of Exportable Data may be compromised, or if Laws or Network Rules prohibit Us from transferring it.
We may charge You for any Service performed by Us under Clause 24.1.

Dispute Resolution

Binding Arbitration

Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the Resolution Institute Arbitration Rules. Unless the parties agree upon an arbitrator, either Party may request a nomination from the Chair of Resolution Institute. The place of the arbitration will be Sydney, Australia. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.
This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of New South Wales, Australia, exclusive of conflict or choice of law rules. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Service of Process

Each Party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law.

Class Waiver

To the fullest extent permitted by law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

Provision of an Award

Subject to the limitations of liability identified in this Agreement the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each Party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either Party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

Fees

Each Party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with those aspects of its claims or defences on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset.

Confidentiality

The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

Conflict of Rules

In the case of a conflict between the provisions of this Clause 25 and the Resolution Institute Arbitration Rules, the provisions of this Clause 25 will prevail. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

Urgent Relief

Nothing in this Clause will prevent a Party from seeking urgent relief before an appropriate court.

Parties will Continue to Perform

Notwithstanding the existence of a dispute, each Party will continue to perform its obligations under this Agreement.

Australian Consumer Law

To the extent that You acquire goods or services from Us as a consumer within the meaning of the Australian Consumer Law, You have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. To the extent that the Australian Consumer Law permits the Company to limit its liability, then Our liability shall be limited as provided in the below Clauses.

Indemnity

You indemnify Us, Our Affiliates and Personnel (“Indemnified Group”) against all losses, damages, liabilities, claims and expenses (including legal costs) of any kind arising out of or in connection with:

any third party claim;
Your negligent act/s or omission/s;
Your wilful misconduct or fraud;
negligent or wilful misconduct of Your employees, contractors, or agents; or
contractual or other relationships between You and Customers;
any liability for Taxes arising from or related to Services and/or under this Agreement;
payment of the Fees and amounts due and owing under the Agreement;
Your breach of any provision of this Agreement;
any breach of warranty by You or Your failure to comply with Standards and Relevant Laws;
any death, personal injury or property damage caused by an act or omission of You or Your Personnel in connection with this Agreement;
an allegation that any of the Marks You license to Us, or Your content, infringes on or misappropriates the rights, including IP rights, of the third party making the Claim; or
Your use of the Services, including use of Personal Data;
in the case of services, supplying the services again or payment of the cost of having the services supplied again;
in the case of goods, replacing the goods, supplying equivalent goods or repairing the goods, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired;
any Fees, Fines, disputes, reversals, returns, or any other liability We incur that results from Your use of Payment Services;
payment of all Chargebacks, Fines, Fees or Penalties imposed by this Agreement or by Your failure to perform any obligations under this Agreement;
payment of all Chargebacks, Fines, Fees or Penalties imposed by a Network;
payment of all Chargebacks, Fines, Fees or Penalties imposed by a Regulatory Authority; and
any other liability that cannot be excluded under Law.
negative account balances and Shortfalls.

The indemnities in this Clause apply regardless of whether the relevant person was (or relevant persons were) acting with or without authority.
Each Subclause in this Clause creates an individual indemnity clause and each individual indemnity clause is severable without affecting the others in any way.
This Clause will survive the termination or suspension of this Agreement.

Limitation of Liabilities

Under no circumstances will the Company or any of its Affiliates (or Financial Services Providers see Exhibit 1) be responsible or liable to You for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from Your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or Your use of the Services, even if such damages are foreseeable, and whether or not You or the Company or its Affiliates (or Financial Services Providers) have been advised of the possibility of such damages. The Fat Zebra Entities (or Financial Services Providers) are not liable, and deny responsibility for any damages, harm, or losses to You arising from or relating to hacking, tampering, or other unauthorised access or use of the Services, Your Account, or Data, or Your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The Fat Zebra Entities (and Financial Services Providers) further deny responsibility for all liability and damages to You or others caused by:

Your access or use of the Services inconsistent with the Documentation;
any unauthorised access of servers, infrastructure, or Data used in connection with the Services;
interruptions or cessation of the Services;
any bugs, viruses, or other harmful code that may be transmitted to or through the Services;
any errors, inaccuracies, omissions, or losses in or to any Data provided to Us;
third-party content provided by You; or
the defamatory, offensive, or illegal conduct of others.

This Clause will survive the termination or suspension of this Agreement.

No Warranties

We provide the Services and Our IP “as is” and “as available”, without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, noninfringement, or any other type of warranty or guarantee. No Data, Documentation or any other information provided by Us or obtained by You from or through the Services — whether from Us or another Fat Zebra Entity, and whether oral or written — creates or implies any warranty from a Fat Zebra Entity to You.
You affirm that no Fat Zebra Entity controls the products or services that You offer or sell or that Your Customers purchase using the Payment Services. You understand that We cannot guarantee and We disclaim any knowledge that Your Customers possess the authority to, or will complete any Transaction.
The Fat Zebra Entities disclaim any knowledge of, and do not guarantee:

the accuracy, reliability, or correctness of any data provided through the Services;
that the Services will meet Your specific business needs or requirements;
that the Services will be available at any particular time or location, or will function in an uninterrupted manner or be secure;
that We will correct any defects or errors in the service, APIs, Documentation, or Data; or
that the Services are free of viruses or other harmful code.

Use of Data You access or download through the Services is done at Your own risk — You are solely responsible for any damage to Your property, loss of Data, or any other loss that results from such access or download. You understand that the Fat Zebra Entities make no guarantees to You regarding Transaction processing times or payout schedules.
Nothing in this Agreement operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under Law where to do so would:

contravene that Law; or
cause any term of this Agreement to be void.

This Clause will survive the termination or suspension of this Agreement.

Force Majeure

We will not be liable, or deemed liable to You for any failure or delay in meeting any obligation due to a Force Majeure Event.
For the purposes of this Clause, a Force Majeure Event means any event or cause beyond the reasonable control of a Party and includes:

strikes and/or lockouts (whether of their own employees or those of others and whether or not the Party against whom such action is taken could have avoided the same by acceding to the demands of the employees responsible for such action);
acts of God, war, fire, flood, embargo or litigation;
shortages of raw materials, fuel, power, labour, transport; breakdowns of machinery, tools, etc; or
acts of government or any agency instrumentality or any political subdivision thereof.

If the Company suffers a Force Majeure Event, We will:

be allowed reasonable additional time to perform Our obligations under this Agreement equal to the period or periods (as the case may be) for which the Force Majeure Event has delayed Our performance of Our obligations;
use Our best endeavours to avoid or remove such causes of non-performance; and
continue to perform Our obligations as soon as such causes have been removed.

Nothing in this Clause will be construed as requiring the affected Party to settle any industrial dispute.

Relationship of the parties

Unless expressly stated otherwise, nothing in this Agreement will be taken to constitute a Party as an employee, agent, partner or joint venturer of the other Party nor is any Party authorised to incur any obligation on behalf of the other Party.

Severability

If any provision of this Agreement is held invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining provisions of this Agreement, and the parties shall substitute for the invalid provisions a valid provision which most closely approximates the real intent and economic effect of the invalid provision.

Waiver

Unless expressly stated otherwise in this Agreement:

No right under this Agreement will be deemed to be waived unless it is in writing signed by the Party granting the waiver and will be effective only to the extent specifically set out in that waiver.
The waiver by either Party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of the provision itself.

If a Party does not exercise a right or remedy fully or at a given time, the Party may still exercise it later.

Governing Law and Jurisdiction

This Agreement is governed by and is to be construed in accordance with the laws of New South Wales.
Each Party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts and, other than as expressly set out in this Agreement, waives any right to object to any proceedings being brought in those courts.

Entire Agreement

This Agreement including its Exhibits and Schedules between You and Us for provision and use of the Services. Except where expressly stated otherwise in writing executed between You and Us, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement as amended from time to time in accordance with Clause 36 sets forth Your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on Our website or any other website We maintain or own. We may provide You with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, APIs, or Data after We publish any such changes on Our website, constitutes Your acceptance of the terms of the modified Agreement.

No Agency

Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between You and Us, or with any Financial Services Provider. Each Party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither You nor We have the ability to bind a Financial Services Provider to any contract or obligation, and neither Party will represent that You or We have such an ability.

Definitions and Interpretation - Appendix A

Interpretation

Unless specifically expressed to the contrary:

the singular includes the plural and vice versa;
a referenced gender includes another gender;
headings are for convenience only and do not otherwise affect the interpretation of this Agreement;
a reference to:

a person includes a legal entity, including but not limited to a corporation, a government or statutory body or authority and its legal personal representatives, successors and assigns;
a statute, ordinance, code or other law includes regulations and other statutory instruments under it as well as consolidations, amendments, re-enactments or replacements of any of them; and
“$”or AUD is a reference to the lawful currency of Australia;

no adverse rule of construction will apply to a Clause merely because that Party put forward the Clause or would otherwise benefit from it; and
the use of the words “including”, “includes”, “for example” or “such as” do not limit the meaning of the words to which the list relates, to those items or to items of a similar kind, and when used to introduce an example, does not limit the meaning of the words to which the example relates, or to examples of a similar kind.

Definitions

Account / Your Account	means any account You create with Us in connection with the Services.
Acquire (and with the correlative meaning “Acquisition”)	means to acquire, directly or indirectly, an interest through purchase, exchange or other acquisition of assets, stock or other equity interests, or to merge or consolidate or any similar transaction.
Act of Moral Turpitude	means acts by one Party which are likely to cause significant and material damage to the other Party’s reputation.
Affiliate	means an entity that is directly or indirectly controlled by a Party or under common control with a Party; for the purposes of this definition, “control” means: the beneficial ownership of more than 50% of the issued shares of the Party; or the capacity to determine the outcome of decisions about the Party’s financial and operating policies in accordance with section 50AA of the Corporations Act 2001 (Cth).
Agreement	means the Master Agreement, Exhibits, Schedules and Attachments.
API	means application programming interface.
Application Form	means a form used by You to apply for Services with Us.
Assessment(s)	means Fines, Fees, charges, or any type of business expenses charged to Us or You at any time by a Scheme, Government Body and/or any other relevant third party that is directly related to the Agreement, directly or indirectly, in relation to the Services provided to You.
Australian Privacy Laws	means: The Privacy Act 1988 (Cth) (as amended); the Australian Privacy Principles under the Privacy Act any applicable Privacy Code; and all other applicable laws governing Personal Information.
Australian Consumer Law	means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and other relevant applicable Laws.
Bank Account	means an account that You hold at a bank or other Australian financial institution.
Business Day	means any day other than a Saturday, Sunday or a gazetted public holiday in Sydney, New South Wales.
Cardholder	means a person who possesses a payment card including, but not limited to, any bank card, credit card, savings card or Eftpos card.
Cash Rate Target	means the interest rate on unsecured overnight loans between banks as determined by the Reserve Bank of Australia from time to time.
Change of Control	means: a change in the entity ownership occurring when any person or company, directly or indirectly, becomes the beneficial owner of voting equity shares of the entity (to the extent of more than 50 percent of the voting shares) or the rights to acquire such shares; or Any direct or indirect sale or transfer of substantially all of the assets of the entity.
Charges	means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.
Chargeback	means the process that begins when a Customer disputes a Charge from a credit or debit card.
Confidential Information	means, in relation to a Party, any information (whether in oral, written or electronic form) that is by its nature confidential, is designated by that Party to be confidential or that a Party knows or ought to know is confidential, whether exchanged between the parties before, on or after the date of this Agreement, including but not limited to any: Intellectual Property; Information regarding current or future business or affairs (including financial position, sales, internal management, structure, policies, methodology, strategies, business plans and forecasts, advertising, marketing or promotional activities); Information regarding customers, (including any transactional data, queries, complaints or disputes) or any Personal Information; and Trade secret, know-how or business process, but does not include information that: the Party rightfully possessed before it received the information from the other Party as evidenced by written documentation; subsequently becomes publicly available through no fault of that Party; is subsequently furnished to that Party by a third-party (no Affiliate of either Party shall be considered to be a third-party for the purpose of this Clause only) free of any obligation of confidentiality to that third-party; or is independently developed by an employee, agent or sub-contractor of such Party or of any of such Party’s Affiliates.
Contract IP	means any Intellectual Property that is developed under or pursuant to this Agreement, excluding any Modifications.
Customer	means an individual who is a customer of Yours.
Data	the quantities, characters, or symbols on which operations are performed by a computer, which may be stored and transmitted in the form of electrical signals and recorded on magnetic, optical, or mechanical recording media.
Debit Day	means the day a Debit Payment is due from You to Us.
Debit Payment	means a Transaction where an amount if deducted from You Nominated Account.
Deferred Payments	means a single Transaction which Your Customer has granted You permission to perform, but which is processed by You some time after the consent has been granted. For clarity, the amount You eventually charge may be less than (but never more than) the amount to which Your Customer has consented.
Digital Acceptance	means the means or method of accepting payments from Customers by using a mobile device or Eftpos machine.
Dispute	means an instruction initiated by a Customer with a Financial Services Provider or Us to return funds for an existing
Documentation	means User manuals and operational guides provided by Us.
Eligible Data Breach	has the meaning given to that term in the Privacy Act 1988 (Cth).
Fees	means the fees specified in this Agreement, Exhibits and Schedules.
Fat Zebra Entity	means Us and includes Our Affiliates, and their respective employees, agents, and service providers.
Our Representative	means an appropriately senior employee of the Company (‘Head of’) or above, who will be Your first point of escalation for matters relating to the contract.
Our IP	means IP owned by Us.
Fines	means a penalty that is imposed by Us or a Financial Services Provider caused by Your violation of Laws of this Agreement, or as permitted by Network Rules.
Financial Services Provider	means an entity that offers financial products, advice and services including banking, payment services, card services and payment schemes.
Fixed Frequency Payments	means where Your Customer and You entered an arrangement where the frequency of Transactions is fixed, e.g. memberships, subscriptions. The amount of each Transaction may vary, e.g. utility bills.
Force Majeure Event	means any act, omission or occurrence whatsoever which is beyond the reasonable control of the relevant Party, including but not limited to strikes, lockouts or other labour disputes or disturbances, acts of God, fire, floods, lightning, severe weather, shortages of materials, rationing, utility or communication failures, failure of or delay by any of the Payment Systems or of any other entity from which the relevant Party must obtain information in order to perform its obligations hereunder, failure or delay in any system of electronically transmitting or receiving information or funds, earthquakes, war, revolution, civil commotion, acts of public enemies, blockade, embargo, or any law, order, proclamation, regulation, ordinance, policy, demand or requirement having legal effect of any government or any judicial authority or representative of any such government.
Fraudulent Transactions	means a transaction deemed fraudulent by Us.
Government Body	Means any national, supranational, federal, state, local or other governmental authority or regulatory body operating in Australia; and any government or any governmental, semi governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity operating in Australia.
GST	means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth.
Incident	means an event impacting the Services.
Input Tax Credit	has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event	occurs, with respect to any Party, if: it is subject to any arrangement, assignment, moratorium or composition, resolution, or a court making an order, that that Party be wound up (except for the purposes of a bona fide, solvent reconstruction or amalgamation); an order is made for the appointment of an administrator in relation to that Party or a receiver, receiver or manager, liquidator or provisional liquidator is appointed over all or a substantial part of that Party’s assets or undertaking; it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act 2001 (Cth)) or is otherwise unable to pay its debts as they fall due; it is taken (under section 459F(1) of the Corporations Act 2001 (Cth)) to have failed to comply with a statutory demand; it is subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act 2001 (Cth) (or it makes a statement from which another Party to this Agreement reasonably deduces it is so subject); anything is done which is preparatory to, or could result in, any of the things in (a) to (e) above; or any circumstances occurring that are the equivalent of (a) to (f) above under the legislation and related case law and practice applicable to that Party (where (a) to (f) do not apply for any reason to that Party).
Installment Payments	means one of a series of purchase Transactions, initiated by You, using card details previously provided by Your Customer, acting under authority granted to You by that Customer, where the number of such Transactions, the amount of each Transaction, and the frequency of such Transactions being initiated have each been agreed between You and Your Customer prior to the first such Transaction being initiated.
Intellectual Property or IP	means copyrights (including moral rights), patents, trademarks, service marks and designs, domain names, business or company names, know-how, trade secrets and competitively sensitive material, operational service documents User manuals, online guides, screen displays and formats, computer equipment and software, circuit layouts, methodologies, systems, products, system architecture, functional and technical specifications, database rights, data and data formats, whether owned or licensed or otherwise provided by a Party, whether registered or unregistered, whether or not electronically stored or otherwise embodied, recorded or documented, whether existing in Australia or otherwise and includes present and future rights, applications for registration, the right to apply for registration for, and documentation related to any of the same.
IP Material	means any document, material, electronic record, data, work product, software, system, idea, methodology, concept, information, invention or any other thing in which Intellectual Property rights subsist.
Law(s)	Includes Legislation and Regulations.
Legislation	means any national, supranational, federal, state and local laws, statutes, directives, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any court or Government Body or common law or any consent decree or settlement Agreement entered into with any Government Body, including any Australian Privacy Laws.
Loss / Losses	means any claims, liabilities, losses, damages, proceedings, fines penalties, Assessments, fees, costs, charges or expenses (including any reasonable and properly incurred legal fees and costs).
Merchant Initiated Transaction	means an authorisation request that relates to: (a) a previous Cardholder-Initiated Transaction; or (b) a Payment Arrangement, but conducted without the Cardholder present, and without any Cardholder validation performed.
Modifications	means any suggestions for new features, modifications, improvements, corrections, or discoveries regarding a Party’s Pre-Existing IP.
Network	means a system that facilitates the electronic transfer of funds between parties, such as consumers, businesses and financial institutions through various payment methods including credit cards, debit cards, bank transfers and digital wallets.
Network Rules	The policies, technical standards and operational guides established by a payments network that govern how participants such as banks, merchants and payments processors are required to conduct themselves within the network.
Nominated Account	means the account held at the financial institution You have nominated in Schedule 1 of Exhibit 1 – Direct Debit Authority, and from which We are authorised to arrange for funds to be debited.
Party	means an entity bound by this Agreement.
Pay As You Go Payments	means a Payment Arrangement where Your Customer or their behaviour subsequently triggers an Eftpos Transaction to occur. This could either be an ad-hoc Transaction, e.g. order ahead apps, or Transaction with variable frequency and fixed amount, e.g. auto-top up.
Payment Arrangement	means where the Customer and You entered an arrangement and the Customer granted authority to process Eftpos Transaction(s) to occur for specific terms. Fixed Frequency Payment Instalment Payment Post Payment Adjustment Payment Deferred Payment Pay As You Go Payment
Payment Systems	means the international and domestic schemes and Networks governing Card payments.
PCI	Payment Card Industry
PCI DSS	Payment Card Industry Data Security Standard.
Personal Information	has the meaning given to that term in the Privacy Act 1988 (Cth).
Personnel	means any director, officer, employee, agent, contractor or subcontractor of a Party or its Related Bodies Corporate.
Post Payment Adjustment Payments	means a single Transaction arising when action by Your Customer subsequent to a previously authorised payment, has resulted in additional Charges being owed to You, which You have initiated using the card details provided during the original payment.
Pre-existing IP	means any Intellectual Property that exists as at the Effective Date of this Agreement.
Privacy Code	means a code approved by the Privacy Commissioner under Part IIIB of the Privacy Act.
Refund	means a full or partial reversal of a particular Transaction where the funds are reimbursed to Your Customer on either Your initiative or Your request.
Regulations	means the by-laws, rules, operating regulations and any other instructions issued by the Payment Systems, as the same may be amended or varied from time to time including but not limited to Network Rules.
Regulator	means a Government Body who has authority to supervise a Party or regulate the Services, including the Payment Systems Board and the Australian Prudential Regulation Authority (APRA), the Australian Securities and Investments Commission (ASIC), and the Australian Competition and Consumer Commission (ACCC) set out.
Relevant Personal Information	means Personal Information disclosed to Us by You (or by any other Party (including an Affiliate) in connection with this Agreement.
Return	means an instruction initiated by You, a Customer, or a Financial Services Provider to return funds unrelated to an existing Charge.
Scheme	means the rules, policies, technical standards and operational guides relating to Transactions as set by payments network providers including but not limited to Visa, Mastercard, American Express and Eftpos scheme rules.
Settlement of Funds	means the stage where a transaction is completed or nearing completion and monies are transferred from one Party to any other Party.
Shortfall	means any liability or financial obligation owed by You to Us that we suspect may not be satisfied.
System	means a programmable electronic or integrated environment that accepts inputs, stores, retrieves, processes and outputs data and information.
Tax Invoice	has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Taxes	means any taxes, imposts, deductions, levies, charges (including transportation and delivery charges), withholdings and duties imposed by any government agency (including stamp, customs and transactions duties) arising in connection with this Agreement, together with any penalties, fines, expenses and interest arising in connection with those amounts.
Transfer	means an instruction to credit funds to or debit funds from an account You designate with a Financial Services Provider.
Transaction	means financial and non-financial payment transactions including but not limited to purchases, authorisations, pre-authorisations, declines, voids, refunds or captures; or events including but not limited to network tokenization, updates or authentication.
Transaction Receipt	means a document used to evidence a Transaction.
Your Financial Institution	means the financial institution where You have told Us You hold the Nominated Account.
Your Payout Account	means the account authorised by You to receive payments.
Your Representative	means an appropriately senior employee of Your organisation (‘Head of’) or above, who will be Our first point of contact of escalation for matters relating to the Agreement.

EXHIBIT ONE - FAT ZEBRA PAYMENTS SERVICES TERMS

General

This Exhibit 1 (“Fat Zebra Payments Services Terms”) to the Fat Zebra Master Agreement (“Master Agreement”) is governed by the Clauses of the Master Agreement. In the event of any conflict between the Clauses of the Fat Zebra Payments Services Terms and its Schedules and the Master Agreement, the Master Agreement will govern. Unless as otherwise defined in the Fat Zebra Payments Services Terms, capitalised terms used will have the same meaning as defined in the Master Agreement.

These Fat Zebra Payments Services Terms supplement the Master Agreement and govern Your use of Our Payments Services (“Payments Services”).

Overview

The Payments Services We may provide to You, will enable You to accept payments from purchasers of Your goods or services or donors to Your organisation (Your “Customers”). We provide You with a more detailed description of the Payments Services through published software libraries and application programming interfaces that may be used to access the Payments Services (the “APIs”) and additional resources We make available to You on our website.
Before using the Payments Services, You must register with Us and create Your Account.

Your Account

Registration and Permitted Activities

Only businesses (including sole proprietors), bona fide charitable organisations, and other entities or persons are eligible to apply for an Account to use the Payments Services described in the Fat Zebra Payments Services Terms. We may provide Payments Services to You or Your Affiliates in other countries or regions subject to the Master Agreement and applicable Schedules to the Fat Zebra Payments Services Terms.
To register for an Account, You or the person or people submitting the application (“Your Representative”) must provide Us with Your business or trade name, physical address, email, phone number, business identification number, URL, the nature of Your business or activities, and certain other information about You that We require. We may also collect personal information (including name, birthdate, and government-issued identification number) about Your beneficial owners, principals, and Your Account administrator. Until You have submitted, and We have reviewed and approved all required information, Your Account will be available to You on a preliminary basis only, and We may terminate it at any time and for any reason.
If You use Payment Services, Your name (or the name used to identify You) and URL may appear on Your Customers’ bank or other statements. To minimise confusion and avoid potential disputes, these descriptors must be recognisable to Your Customers and must accurately describe Your business or activities. You may only use Payment Services to facilitate Transactions with Your Customers. You may not use Payment Services to send money to others, to conduct any personal or non-commercial transactions, or for any other purposes prohibited by the Fat Zebra Payments Services Terms .

Business Representative

You and Your Representative individually affirm to Us that Your Representative is authorised to provide the information described in the Fat Zebra Payments Services Terms on Your behalf and to bind You to the Fat Zebra Payments Services Terms. We may require You or Your Representative to provide additional information or documentation demonstrating Your Representative’s authority. Without the express written consent of Us, neither You nor Your Representative may register or attempt to register for an Account on behalf of a user We previously terminated from use of the Payments Services.
If You are a Sole Proprietor, You and Your Representative also affirm that Your Representative is personally responsible and liable for Your use of the Payments Services and Your obligations to Customers, including payment of any amounts owed under the Fat Zebra Payments Services Terms.

Validation and Underwriting

At any time during the term of the Fat Zebra Payments Services Terms and Your use of the Payments Services, We may require additional information from You to verify beneficial ownership or control of the business, validate information You provided, verify You or Your Representative’s identity, and assess the risk associated with Your business. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to Your business, its beneficial owners or principals. If You use Payment Services, We may also request that You provide copies of financial statements or records pertaining to Your compliance with the Fat Zebra Payments Services Terms or require You to provide a personal or company guarantee. Your failure to provide this information or the specified guarantees may result in suspension or termination of Your Account at any time.
When You register for an Account, you may be asked for financial information, or information We use to identify You, Your Representatives, principals, beneficial owners, and other individuals associated with Your Account. Throughout the term of the Fat Zebra Payments Services Terms, We may share information about Your Account with Financial Services Providers in order to verify Your eligibility to use the Payment Services, establish any necessary accounts or credit with Financial Services Providers, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of Your Account information to determine that You are eligible to use the Payment Services. Our use of the information You provide to Us under the Fat Zebra Payments Services Terms is described in more detail in sections 3.2 and 13.9 of the Fat Zebra Payments Services Terms.
You authorise Us to retrieve information about You from our service providers, including credit and information bureaus. You acknowledge that this may include Your name, addresses, credit history, and other data about You or Your Representative. You acknowledge that We may use Your information to verify any other information You provide to Us, and that any information We collect may affect our assessment of Your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of Your Account. We may periodically update this information as part of our underwriting criteria and risk analysis procedures.

Changes to Your Business, Keeping Your Account Current

You agree to keep the information in Your Account current. You must promptly update Your Account with any changes affecting You, the nature of Your business activities, Your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend Your Account or terminate the Fat Zebra Payments Services Terms if You fail to keep this information current.

You also agree to promptly notify Us in writing no more than three days after any of the following occur:

You are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action;
there is an adverse change in Your financial condition;
there is a planned or anticipated liquidation or substantial change in the basic nature of Your business;
there is a regulatory or licensing change, whether implemented by a Government Body or otherwise, that is pertinent to Your business;
You transfer or sell 25% or more of Your total assets, or there is any change in the control or ownership of Your business or parent entity; or
You receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of Your total assets.

Your relationship with Your Customers

You may only use the Payments Services for legitimate Transactions with Your Customers. You know Your Customers better than We do, and You are responsible for Your relationship with them. We are not responsible for the products or services You publicise or sell, or that Your Customers purchase using the Payments Services; or if You accept donations, for Your communication to Your Customers of the intended use of such donations. You affirm that You are solely responsible for the nature and quality of the products or services You provide, and for delivery, support, refunds, returns, and for any other ancillary services You provide to Your Customers.
We provide Payments Services to You but We have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for Your business. You are responsible for knowing whether a Transaction initiated by Your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If You are unsure if a Transaction is erroneous or suspicious, You agree to research the Transaction and, if necessary, contact Your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses You incur due to erroneous or fraudulent Transactions in connection with Your use of the Payments Services.

Website

Unless You are otherwise notified in writing, You must, before You accept any Transaction, establish and maintain at Your own expense a website that complies with the requirements set out in Clause 4.2 and is approved by Us.
Your website must clearly display the following information:

Your business name (and Business Number as applicable);
the address of Your approved place of business;
Your business and customer service contact details, including telephone numbers and an e-mail address;
a complete description of the goods and services available for purchase on Your website with the price clearly stated details of Your return and refund policy, including how a Transaction can be cancelled by a Customer;
details of Your delivery times for goods and services. Delivery times are to be appropriate for the type of business carried on by You. If the delivery is to be delayed, the Customer must be notified of the delay and an option must be provided to them to obtain a refund;
details of Your privacy policy and how You intend to deal with, or share, Personal Information obtained from and about the Customer;
a description of the measures You have to maintain the security of Customer’s account data; and
any other information which, by Notice, We or the Financial Services Providers require You to display from time to time.

You must provide Us reasonable access to view, monitor and audit the pages of Your website.
Your website payments page(s) must be protected by Secure Sockets Layer or any other form of security method approved in writing by Us.
Your website must not contain libellous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to any individuals.

Payment Services Overview

We provide You Payment Services through various Financial Services Providers. Payment Services allow You to accept payment from Your Customers for Transactions. We may limit or refuse to process Charges for any Restricted Businesses, or for Charges submitted in violation of the Fat Zebra Payments Services Terms. To use the Payment Services, You must also accept separate agreements with the Financial Services Providers as described in the Fat Zebra Payments Services Terms.
We are not a bank and We do not provide loans or extend credit. If You accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), We may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by Us for a Preorder.

Service Limitations, Right to Decline, and Security Controls

Compliance with Relevant and Applicable Laws

You must use the Payments Services in a lawful manner, and must obey all legislation, rules, and regulations (“Laws”) relevant and applicable to Your use of the Payments Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

Right to Decline

We reserve the right to decline to provide You or any other entity with the Payments Services and retain sole discretion in determining whether to proceed with Your onboarding after You register for Your Account.
You acknowledge that a Financial Services Provider may decline any application made by Us to provide You with the Payments Services. If an application to provide You with the Payments Services is declined by a Financial Services Provider, We may choose to or be required to close any of Your active accounts We hold.

Other Restricted Activities

You may not use the Payments Services to facilitate illegal Transactions or to permit others to use the Payments Services for non-commercial, personal, or household purposes. In addition, You may not allow, and may not allow others to:

access or attempt to access Our non-public systems, programs, data, or services;
copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Services, Documentation, or our website except as expressly permitted by applicable Laws;
act as service bureau or pass-through agent for the Payments Services with no added value to Customers;
transfer any rights granted to You under the Fat Zebra Payments Services Terms;
work around any of the technical limitations of the Payments Services or enable functionality that is disabled or prohibited;
reverse engineer or attempt to reverse engineer the Payments Services except as expressly permitted by Laws;
perform or attempt to perform any actions that would interfere with the normal operation of the Payments Services or affect use of the Payments Services by our other users; or
impose an unreasonable or disproportionately large load on the Payments Services.

Security Controls

We may provide or suggest security procedures and controls intended to reduce the risk to You of fraud (“Security Controls”). You agree to review the Security Controls and the Documentation where We provide it to You, and to select the Security Controls that meet Your business requirements. If You believe that the Security Controls We provide are insufficient, then You agree to separately implement additional controls that meet Your requirements.
Security Controls, where provided to You by Us, will be enforced as part of the underwrite provided to You.

Suspicion of Unauthorised or Illegal Use

We may refuse, condition, or suspend any Transactions that We believe may violate the Fat Zebra Payments Services Terms or other agreements You may have with Us; or that expose You, Us, or others to risks unacceptable to Us. If We suspect or know that You are using or have used the Payments Services for unauthorised, fraudulent, or illegal purposes, We may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about You, Your Account, Your Customers, and Transactions made through Your use of the Payments Services.

Responsibilities and Disclosures to Your Customers

When using the Payment Services You agree to:

accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API;
provide a receipt that accurately describes each Transaction to Customers;
provide Customers a meaningful way to contact You in the event that the product or service is not provided as described;
not use Payments Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance;
inform Customers that Us and Our global Affiliates process Transactions (including payment Transactions) for You.

You also agree to maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund; and make available to Your Customers, within Your trading terms and conditions:

term and termination rights;
payment terms, including transaction type, any limits on the individual and cumulative amount, number and frequency of payments, minimum and maximum contract period, including expiry date;
delivery and shipping terms, for payments associated with purchase of goods;
reversal, full and partial refunds and corrections procedure;
rights to amend, cancel or dispute payments;
Payment date for Consumer;
procedure for the Registered Consumer to notify change of payment or account
details; and
Customer service details.

You may use some Payment Services to receive recurring or subscription payments from Your Customers. If You use the Payment Services to submit these recurring or subscription Charges, You agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.
If You engage in Transactions with Customers who are individuals (i.e. consumers), You specifically agree to provide consumers disclosures required by Law, and to not engage in unfair or deceptive acts or practices.

Disclosures and Notices; Electronic Signature Consent

Consent to Electronic Disclosures and Notices

By registering for an Account, You agree that such registration constitutes Your electronic signature, and You consent to electronic provision of all disclosures and notices from Us (“Notices”), including those required by Law. You also agree that Your electronic consent will have the same legal effect as a physical signature.

Methods of Delivery

You agree that We can provide Notices regarding the Payments Services to You through our website or through the Dashboard, or by mailing Notices to the email or physical addresses identified in Your Account. Notices may include notifications about Your Account, changes to the Payments Services, or other information We are required to provide to You. You also agree that electronic delivery of a Notice has the same legal effect as if We provided You with a physical copy.
Where a Notice is posted to our website we will consider it to have been received by You within 24 hours of the time it was posted.

Requirements for Delivery

You will need a computer or mobile device, Internet connectivity, and an updated browser to access Your Dashboard and review the Notices provided to You. If You are having problems viewing or accessing any Notices, please contact Us and We can find another means of delivery.

Withdrawing Consent

Due to the nature of the Payments Services, You will not be able to begin using the Payments Services without agreeing to electronic delivery of Notices. However, You may choose to withdraw Your consent to receive Notices electronically by terminating Your Account.

Termination

Term and Termination

The Fat Zebra Payments Services Terms are effective upon the date You first access or use the Payments Services and continues until terminated by You or Us. You may terminate the Fat Zebra Payments Services Terms by closing Your Account at any time by emailing support@fatzebra.com.au. If You use the Payments Services again or register for another Fat Zebra Account, You are consenting to the Fat Zebra Payments Services Terms.
We may terminate the Fat Zebra Payments Services Terms or close Your Account at any time for any reason by providing You Notice.
We may suspend Your Account, Your ability to access funds in Your Account and/or Your access to Eftpos In-App payments and Digital Acceptance services or otherwise terminate the Fat Zebra Payments Services Terms, if:

We determine in our sole discretion that You are ineligible for the Payments Services because of significant fraud or credit risk, or any other risks associated with Your Account;
You use the Payments Services in a prohibited manner or otherwise do not comply with any of the provisions of the Fat Zebra Payments Services Terms; or
any Law or Financial Services Provider requires Us to do so.

Effects of Termination

Termination does not immediately relieve You of obligations incurred by You under the Fat Zebra Payments Services Terms. Upon termination, You agree to:

complete all pending Transactions;
stop accepting new Transactions through the Payments Service; and
immediately remove all logos of Ours, as well as payment network logos from Your website (unless permitted under a separate licence with the payment network). Your continued or renewed use of the Payments Services after all pending Transactions have been processed serves to renew Your consent to the terms of the Fat Zebra Payments Services Terms.

If You terminate the Fat Zebra Payments Services Terms, We will pay out any remaining funds owed to You in accordance with the Fat Zebra Payments Services Terms.
In addition, upon termination You understand and agree that:

all licences granted to You by Us under the Fat Zebra Payments Services Terms will end;
We reserve the right (but have no obligation) to delete all of Your information and account data stored on our servers within 10 days of termination;
We will not be liable to You for compensation, reimbursement, or damages related to Your use of the Payments Services, or any termination or suspension of the Payments Services or deletion of Your information or account data; and
You are still liable to Us for any Fees or fines, or other financial obligation incurred by You or through Your use of the Payments Services prior to termination.

Risk Termination

The Fat Zebra Payments Services Terms may be immediately suspended or terminated, with notice provided, at Our discretion, if You:

engage in fraud, misrepresentation, or intentional misconduct related to Your performance under the Fat Zebra Payments Services Terms;
experience excessive Chargebacks, irregular, or fraudulent payment transactions (based on Network thresholds), or engage in business practices creating excessive risk for Cardholders or Payment Services provider;
experience a material adverse change in Your financial condition (including the failure to pay any of Your debts or Your accountants fail to deliver an unqualified audit opinion with respect to Yours and Your consolidated subsidiaries’ annual financial statements as required under the Fat Zebra Payments Services Terms);
fail to provide notice of a material change in the nature of Your business;
fail to disclose the third parties or systems You use in connection with the transaction information or payment data processed under the Fat Zebra Payments Services Terms;
fail to fund a Reserve when required under the Fat Zebra Payments Services Terms;
experience a Security Incident or fail to comply with PCI DSS or a material Network requirement;
materially change Your operations, products, services, or procedures for payments acceptance;
fail to satisfy a review or audit conducted under the Fat Zebra Payments Services Terms;
sell substantially all of Your assets, undergoes a change in ownership or control, merges, or effect an assignment without obtaining Our prior consent;
terminate any agreement with Us for the services;
if a Network, a governmental authority, or acquirer instructs Us to limit, suspend Your performance under or to terminate the Fat Zebra Payments Services Terms; or
fail to comply with Our acceptable use policy and/or credit risk criteria (as amended from time to time).

Together, the events described in this Clause are Default Events.

Financial Services Providers and Payment Method Providers

Your use of the Payment Services is subject to additional terms that apply between You and one or more of Us, Our Affiliates, or a Financial Services Provider (“Financial Services Terms”). In addition, unique terms and conditions may also apply to specific payment methods or networks (“Payment Terms”). By using the Payment Services, You agree to be bound by the Financial Services Terms and applicable Payment Terms as set out on our legal webpage at https://www.checkout.com/legal/sub-merchant-terms and https://apply.fatzebra.com/merchant-agreement (including those that separately bind You with Financial Services Providers or payment method providers), as amended from time to time.
We may add or remove Financial Services Providers or payment methods at any time. The Financial Service Terms and Payment Terms may also be amended from time to time. Your continuing use of the Payment Services constitutes Your consent and agreement to such additions, removals and amendments.
You authorise Us and/or Financial Services Providers as the case may be to hold, receive, and disburse funds on Your behalf. You also authorise Us to designate which Financial Services Providers may hold settlement funds, on deposit and in trust, pending transfer of funds to You in accordance with the terms of the Fat Zebra Payments Services Terms. A clearing account through which funds are settled will be maintained by a Financial Services Provider or Us, and transfers to You from this account will be a full and final payment by the Financial Services Provider to You.

Specific Payment Methods

When accepting payment card payments, You must comply with all Network Rules applicable to merchants, including but not limited to the Network Rules provided by Eftpos, Visa, MasterCard, and American Express. All card scheme representations and marks must be given equal representation on any signage, decals or other identification when promoting payment methods. Likewise, these are to be removed on termination of the facility unless a direct relationship has been established.
These Network Rules state that You may only accept payment using payment cards for bona fide legal commercial transactions, may only use payment network trademarks or service marks consistent with the Network Rules, and may not discriminate by card type or charge surcharges for acceptance of payment cards.
You will not impose an excessive fee or surcharge on a customer that seeks to use an eligible payment card. If You impose a fee or surcharge it must be limited to reflect Your costs for the use of such payment card. If You levy an additional charge or offer a reduction in cost to Your customers for using a particular eligible payment card, this information must be advised to Your customers before the start of the payment transaction. Unless We have agreed to do so, You will provide a receipt to the customers (without charging a fee for such receipt) at the conclusion of the purchase transaction that includes all information required under Network Rules and applicable law. If You are notified that You must prepare a receipt, You must ensure the information contained in the receipt is:

identical with the information on any other copy; and
legibly includes the information notified to You.

You must provide Us with the Transaction Receipt and any other required evidence of the transaction within seven (7) days if You are asked by Us to provide it. If You wish to change Your Internet or email address, or telephone number appearing on the Transaction Receipt, You must notify Us in writing at least fifteen (15) business days prior to the change taking effect.
You will submit all card transactions for processing no later than three (3) days from the date of authorisation. You will maintain appropriate records of all card transactions for a period of at least five (5) years from the date of the transaction.
The payment card networks may amend the Network Rules at any time without notice to You, and We reserves the right to change the Payment Services for payment card processing at any time to comply with the Network Rules. We may share the information You provide to Us that We use to identify the nature of the products or services with Financial Services Providers, including assigning Your business activities to a particular payment network merchant category code (MCC).
Customers typically raise payment card network Disputes (i.e. Chargebacks) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorise the Charge. High Chargeback rates may result in Your inability to use the Payment Services. Failure to timely and effectively manage Disputes with Your Customers may ultimately result in Your inability to accept payment cards for Your business.
When You accept payment card Transactions, Network Rules specifically prohibit You from:

providing cash refunds for a Charge on a credit card, unless required by Laws;
accepting cash, its equivalent, or any other item of value for a Refund;
acting as a payment intermediary or aggregator, or otherwise reselling Payment Services on behalf of others without Our express prior approval;
submitting what You believe or know to be a fraudulent Charge; or
using Payment Services in a manner that is an abuse of Financial Services Providers’ networks or a violation of Network Rules.

If You misuse the Payment Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if We are required to do so by Network Rules, We may submit information about You, Your Representatives, Principals, beneficial owners and other individuals associated with Your Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in Your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and You will fully reimburse Us for any losses We incur from third-party claims, and You waive Your rights to bring any direct claims against Us that result from such reporting.

Your Payment Obligations

Payment Obligations. You will indemnify and pay Us on demand for:

all fees and charges for the Payments Services as set out in the Application Form which forms part of the Fat Zebra Payments Services Terms;
all costs, fees or charges imposed on Us by the Networks or other third parties arising out of or in connection with transactions submitted by You;
all costs, fees or charges imposed on Us as the result of the act / or omissions of You or Your third party service providers including but not limited to;
all Chargebacks;
all Fines;
all Fees payable to Us;
all Fees payable to third parties;
all Negative Account Balances;
all Penalties;
all Assessments; or
all other obligations of any kind imposed by a Network, Regulators or third parties.

Processing Transactions, Disputes

You may only submit Charges through the Payment Services that are authorised by Your Customers. To enable Us to process Transactions for You, You authorise and direct Financial Services Providers to receive and pay any funds owed to You through the Payment Services, and You will identify Us as Your agent for purposes of providing the Payment Services to You.
Except where We and a Customer have otherwise agreed, You maintain the direct relationship with Your Customers and are responsible for:

acquiring appropriate consent to submit Charges through the Payment Services on their behalf;
providing confirmation or receipts to Customers for each Charge;
verifying Customers’ identities; and
determining a Customer’s eligibility and authority to complete Transactions.

However, even authorised Transactions may be subject to a Dispute. We are not responsible for or liable to You for authorised and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorisation or in error, or violate any Laws.
You are immediately responsible to Us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. In many but not all cases, You may have the ability to challenge a Dispute by submitting evidence through to Us. We may request additional information to provide to Financial Services Providers to assist You in contesting the Dispute, but We cannot guarantee that Your challenge will be successful. Financial Services Providers may deny Your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a Financial Services Provider may credit funds associated with the Charge that is the subject of the Dispute (or a portion thereof) to Your Account.
You are liable for all losses You incur when lost or stolen payment credentials or accounts are used to purchase products or services from You. We do not and will not insure You against losses caused by fraud under any circumstances. We are not liable to You, or responsible for Your financial losses or any other consequences of such fraud. We may provide Security Controls described in section 5.4 of the Fat Zebra Payments Services Terms to help You mitigate the risk of fraud losses on Your Account, and We strongly encourage You to review and use the Security Controls appropriate for Your business.
A Financial Services Provider or We may issue a Reversal for any Charge where a Charge is made without the account owner’s authorisation, in connection with a Restricted Business, that violates the Network Rules, or for many other reasons. If a Financial Services Provider or We issue a Reversal, We will provide You Notice and a description of the cause of the Reversal.

Recurring Transactions

You may only process a Transaction as a recurring Transaction if You:

have obtained Customer permission (either electronically or in hardcopy) to periodically charge for a recurring service;
retain this permission for the duration of the recurring services and make it available to Us on request; and
provide a simple and accessible online cancellation procedure, if the Customer’s request for the goods or services was initially accepted online.

Refunds

You must disclose Your return and refund policies (which must comply with Applicable Law) to Your Customers on Your website or application.
All Refunds must be made to the same payment method used for the original transaction (unless required by Applicable Law).
The Pricing Schedule sets out the fees payable to Us for Refunds.
We can refuse to process Refunds if a refund:

is not allowed by Applicable Law;
does not comply with Scheme Rules; or
is not within these Merchant Terms.

We reserve the right to suspend Your ability to make Refunds if You are subject to a fraud investigation, We reasonably think that this may lead to excessive Chargebacks, any other related risk reason and/or where We consider that allowing Refunds might otherwise result in Us suffering a Loss. We will tell You when We refuse Refunds or suspend Your ability to make Refunds and why We have done this unless We are not allowed to by Law.

Reserve

We may require You to fund a cash reserve (“Reserve”) in an amount that reflects Our assessment of risk, as We may determine at Our discretion from time-to-time. The Reserve is a payment obligation owed to Us, established by holding back Transaction proceeds or debiting the Settlement Account to offset any obligations that You may have to Us. The Reserve is not a segregated fund that You own, and is held in trust for Us. Unless expressly stated otherwise, We are obligated to pay to You any amounts remaining from the Reserve after all other then-current and contingent liabilities or obligations related to Your payment transactions have expired (as provided for under the Network Rules, Industry Regulations or the Fat Zebra Payments Services Terms).
We may elect that You fund the Reserve in the manner outlined above or as otherwise specified by Us including, but not limited to, a cash deposit, letter of credit or bank guarantee.
The obligations due to the You from the Reserve will not accrue interest.

We will notify You if a Reserve is established (including its amount) or if the amount of the Reserve is modified.
We may set off any obligations that You owe Us from the Reserve.
You acknowledge that the Reserve is a general obligation of Us and not a specifically identifiable fund.

Setoff and Priority

All funds that We owe to You under the Fat Zebra Payments Services Terms are subject to Your payment obligations under the Fat Zebra Payments Services Terms. We may set off the respective amounts that You owe Us against any funds that We owe to the You.

Security and Security Interest

We may from time to time request security from You or a guarantor to secure performance of Your obligations under the Fat Zebra Payments Services Terms. We may determine that the Fat Zebra Payments Services Terms, a transaction or any security provided creates a security interest for purposes of the Personal Property Securities Act (“PPSA”). You agree to provide, within a reasonable timeframe, all necessary documentation relating to any security interest on Our request.

Transfers and Payout Schedule

You will identify a bank account held in the Your name (“Settlement Account”) that We will use in connection with the Payments Services.
At the time of onboarding, You will be assessed by Fat Zebra to determine the timeframe within which settlements will be remitted to Your Settlement Account (“Payout Schedule”).
Settlement according to the Payout Schedule is only conducted on Business Days (where Business Days excludes Public Holidays etc).
We will initiate a transfer to the Settlement Account of the value of all valid sales for Your Card payment transactions, less any amounts due to Us for Refunds, Chargebacks, other debits or monies paid into any Reserve.
You do not have a property or ownership interest in any proceeds of Transactions or funds received by Us in connection with the Transactions (including any funds held in a Reserve) until those funds are transferred to the Settlement Account.
You agree that:

the Financial Services Providers have no obligation to provide You with any details of any Transactions carried out by Us on Your behalf, nor are the Financial Services Providers liable to You in respect of any amount payable to You in connection with Your use of the Payments Services, or in connection with Transactions submitted by You to Us for processing under these Fat Zebra Payments Services Terms;
We shall be solely responsible for informing You whether a Transaction has been authorised;
the amount of any Transaction processed by You using the Payments Services will be paid to Us in accordance with the terms of the services provided by the Financial Services Providers; and
We are solely responsible for accounting to You in respect of any Transactions submitted by You to Us for processing on Your behalf.

We will only account for payments to You for which We have received settlement and We can deduct amounts which are payable to Us under these Fat Zebra Payments Services Terms including Refunds, Chargebacks, Assessments and any amounts You owe Us because You have failed to comply with these Fat Zebra Payments Services Terms.
You acknowledge that You are subject to continuous due diligence requirements by Us and agree that if You are identified on any official sanctions list, including lists maintained by the Australian Department of Foreign Affairs and Trade (DFAT), the United States Office of Foreign Assets Control (OFAC) or the United Nations Security Council (UNSC) sanctions regimes and those maintained by the European Union, or breach Clause 3.3 and 3.4, then :

We will not have any obligation to settle any outstanding transactions to You and the proceeds shall be deposited into a Reserve Account;
We shall not be obligated to pay to You any amounts remaining from the Reserve after all other then-current and contingent liabilities or obligations related to Your payment transactions have expired; and
You agree to indemnify and hold Us harmless in relation to any claims arising from, or related to the non-settlement of such transactions.

On deposit of funds into the Settlement Amount, Cardholders, Card issuers and the Networks continue to hold certain rights which do not merge on receipt of funds. Such rights include as follows:

to require reimbursement of transactions;
to impose obligations relating to violations of the Network Rules;
to assess additional interchange or other Assessments; and
to impose fees, fines or charges relating to the quantification of transactions. We retain the right to debit the Settlement Account for such charges at a later date.

You must promptly notify Us if You fail to receive any settlement funding or if there are any changes to the Settlement Account. Transfer of settlement funds may be delayed or misdirected if You provide inaccurate information about, or fails to notify Us of changes to, the Settlement Account. We are not responsible for settlement errors that arise if You provide inaccurate information about, or fails to notify Us of changes to, the Settlement Account.
You agree that any overpaid and/or incorrectly received settlement amount shall be, upon Our Notice to You of such overpayment and/or error, at Our option:

deducted by Us from the settlement related to subsequent Transactions before the next subsequent settlement to You;
refunded immediately to Us by You; and/or
deducted from any security We hold including the reserve or any additional collateral.

We may withhold and/or defer any Settlement related to payments:

We suspect may be fraudulent;
We suspect may be related to illegal activities or in breach of applicable Law or the Payment Scheme Rules;
We think are likely to become subject to an Assessment, Chargeback or Refund;
to pay any Shortfall;
which are subject to investigation by a Government Authority, Payment Scheme and/or third party acquirer, until satisfactory completion of any investigation; or
where You are insolvent or likely to become insolvent.

No interest will be paid on any withheld or deferred Settlement
If settlements trigger an alert within Our financial crime controls, such settlements may be:

held for Our review;
declined for compliance reasons determined by Us; and/or
declined due to violations to Our financial controls.

Where the settlements need to be converted to a different currency, We will apply the market conversion rate and a fee, which will be communicated to You when the conversion takes place. In the case of an error or mismatch in the exchange rate, adjustments may be applied immediately and without Notice to You to correct such errors. Where required, We will make available the exchange rate (and such other information relating to the currency conversions) in accordance with applicable Law, from time to time.

Statements

We will provide You with statements on a monthly basis. It is Your responsibility to check Your statements. If You think that there is anything wrong in Your statement, You must tell us. You must do this within three (3) calendar months from the date of the relevant statement or You will lose the right to challenge it later.

Fees and Fines

We will provide the Payments Services to You at the rates and for the fees (“Fees”) described in Schedule 5 – Pricing Schedule to the Fat Zebra Payments Services Terms. The Fees include charges for Transactions (such as processing a payment) and for other events connected with Your Account (such as handling a disputed charge). We may revise the Fees at any time upon 30 days’ notice to You. We may charge additional Fees for cross-border transactions or foreign exchange services. In addition to the Fees, You are also responsible for any penalties or fines imposed on You or Us by any bank, money services business, payment network, or other financial intermediary (each a “Financial Services Provider”) resulting from Your use of Payment Services in a manner not permitted by the Fat Zebra Payments Services Terms or a Financial Services Provider’s rules and regulations.
You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including without limitation any value added tax, goods and services tax, provincial sales tax and/or harmonised sales tax on the Payments Services provided under the Fat Zebra Payments Services Terms. If You are tax-exempt, You will provide Us with an appropriate certificate or other evidence of tax exemption that is satisfactory to Us.

Taxes and Other Expenses

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for:

determining what, if any, Taxes apply to the sale of Your products and services, acceptance of donations, or payments You receive in connection with Your use of the Payments Services; and
assessing, collecting, reporting, and remitting Taxes for Your business to the appropriate tax and revenue authorities. If We are required to withhold any Taxes, or We are unable to validate any tax-related identification information You provide to Us, We may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If You are exempt from payment of such Taxes, You must provide Us with an original certificate that satisfies applicable legal requirements attesting to Your tax-exempt status. Upon our reasonable request, You must provide Us with information regarding Your tax affairs.

We may send documents to You and tax authorities for Transactions processed using the Payments Services. Specifically, pursuant to applicable Law, We may be required to file periodic informational return with taxing authorities in relation to Your use of the Payments Services. We also may, but are not obliged to, electronically send You tax-related information.

SCHEDULE ONE TO EXHIBIT ONE – DIRECT DEBIT AUTHORITY

General

This Schedule 1 (“Direct Debit Authority”) to Exhibit 1 (“Fat Zebra Payments Terms”) to the Fat Zebra Master Agreement (“Master Agreement”) is governed by the Clauses of the Master Agreement. In the event of any conflict between the Clauses of this Schedule and the Master Agreement, the Master Agreement will govern. Unless as otherwise defined in this Schedule, capitalised terms used will have the same meaning as defined in the Master Agreement and Exhibit 1.
This Direct Debit Authority supplements Exhibit 1 and the Master Agreement and governs your use of Direct Debit services.

Debit Payments

By using the Services, You have authorised Us to arrange for Debit Payments your Nominated Account and You warrant and represent that You are duly authorised to request Debit Payments from the Nominated Account.
We will only arrange for a Debit Payment as authorised in this Direct Debit Authority.
If the Debit Day falls on a day that is not a Business Day, We may direct Your Financial Institution to debit Your Nominated Account on the following Business Day.

Your Obligations

You should confirm Your Nominated Account details are correct by checking them against a recent account statement. We reserve the right to confirm Your ownership of the Nominated Account with the relevant financial institution.
You must ensure there are sufficient funds in the Nominated Account on each Debit Day until the Debit Payment occurs.
If there are insufficient funds in the Nominated Account to meet a Debit Payment:

You may be charged a fee and/or interest by Your Financial Institution;
You may incur fees or charges imposed or incurred by Us; and
You must arrange for the Debit Payment to be made as soon as possible or as otherwise agreed by Us.

Changes to your Direct Debit Authority

Subject to the conditions of the Master Agreement, You may alter the arrangements of Your Direct Debit Authority by providing Notice to Us at least fourteen (14) Business Days prior to the Debit Day.
Notice must be provided under Clause 4.1 if You are:

changing your Nominated Account;
deferring a Debit Day; or
cancelling Direct Debit Authority

Subject to the Master Agreement, We may make changes or terminate Your Direct Debit Authority by giving You fourteen (14) Business Days Notice in writing.

Confidentiality

We will keep any information provided in this Direct Debit Authority confidential, and will only disclose information about You:

to the extent required by law;
for the purposes of this Direct Debit Authority; or
as permitted by the Master Agreement.

SCHEDULE TWO TO EXHIBIT ONE – EFTPOS TERMS

General

This Schedule 2 (“Eftpos Terms”) to Exhibit 1 (“Fat Zebra Payments Services Terms”) to the Fat Zebra Master Agreement (“Master Agreement”) are applicable to You if You accept payments using eftpos-only debit cards issued by eftpos Payments Australia Limited (“eftpos”) or eftpos co-branded dual network debit cards issued by eftpos and other networks (“eftpos Services”).
Unless otherwise stated, a capitalised term used and not defined in these Eftpos Terms has the meaning given to such term in the Master Agreement and relevant Exhibits ("Agreement"). These Eftpos Terms form part of the Agreement. To the extent these Eftpos Terms conflict with the Agreement, these Eftpos Terms will prevail but only in relation to the eftpos Services.
You agree to comply with the Rules, policies and terms provided or specified by eftpos, and as modified by eftpos from time to time, including, but not limited to:

eftpos Scheme Rules;
eftpos Technical, Operational, and Security Rules (“ETOSR”); and
eftpos Brand and Style Guide, (collectively the “eftpos Rules”) which are available at: https://www.auspayplus.com.au/brands/eftpos

You acknowledge that eftpos may collect, retain, use and disclose Your personal information for the purposes of processing an eftpos Transaction (including use of eftpos’ service provider in Australia and the United States of America and any other jurisdictions specified in eftpos’ privacy policy published from time to time at eftpos’ website), involvement in and arbitration of disputed transactions and Chargebacks, and for the purposes of the reporting, uses and disclosures in the eftpos Rules.
You have the right to elect which payment methods You accept or accept in preference to other payment methods.
You must not impose a minimum transaction amount in relation to Your acceptance of any eftpos Transaction.

Customer Notifications

You must display the amount or percentage of surcharge You will impose on the available payment option(s) to Customers in accordance with the eftpos Rules.

Returns/Refunds

You must establish and maintain a refunds policy and disputes policy in compliance with Australian consumer laws, which at a minimum addresses consumer rights relating to:

undelivered goods:
damaged or faulty goods, including a returns policy; and
goods not as described (for reasons such as lack of merchantable quality or fitness for purposes) including a returns policy.

In-App Payment Services

If You utilise In-App payment services provided by eftpos, You agree to abide by the following requirements:

to ensure that inventory checks and the allocation of goods to an order, or provision of services is complete prior to processing 0200 transactions;
to ensure that transaction receipts and delivery receipts relating to the goods or services are made available to Customers through the OEM Solution, Your website, mobile application or via email;
to ensure that a statement confirming the delivery address is provided at the time of the transaction for all goods;
if You intend to make merchant-initiated payments on behalf of a Customer (Fixed Frequency, Pay As You Go, Instalment, Deferred Payments or Post-Payment Adjustments), You must be able to produce a record of the authority granted by the Cardholder for these payments; and
if You intend to perform transactions in a Payment Arrangement, You must be able to produce a record of the authority granted by the Cardholder for these payments.

Digital Acceptance Services

If You implement Digital Acceptance services provided by eftpos, You agree to abide by the following requirements:

to ensure that inventory checks and the allocation of goods to an order, or provision of services is complete prior to processing a purchase transaction;
to publish on Your website the availability of Transaction receipts and delivery receipt requirements related to the goods or services;
for sale of goods requiring physical delivery only, You must obtain from the Consumer details or confirmation of the delivery address at the time of each Transaction;
if You intend to make merchant-initiated payments on behalf of a Customer (Fixed Frequency, Pay As You Go, Instalment, Deferred Payments or Post-Payment Adjustments), You must be able to produce a record of the authority granted by the Cardholder for these payments; and
if You intend to perform transactions in a Payment Arrangement, You must be able to produce a record of the authority granted by the Cardholder for these payments.

Terms and conditions

Your terms and conditions with the Customer must, where applicable, include:

term and termination rights;
payment terms, including transaction type, any limits on the individual and cumulative amount, number and frequency of payments, minimum and maximum contract period, including expiry date;
delivery and shipping terms, for payments associated with purchase of goods;
reversal, full and partial refunds and corrections procedure;
Customer rights if expected deposit payments are not received;
rights to amend, cancel or dispute payments;
payment date for Customer;
procedure for the Customer to notify change of card or account details;
Customer service details; and
language to the effect that “some cards carry more than one payment system function. These can be identified because they have either a Visa or Mastercard logo on the front of the card and an eftpos logo on the back of the card. A merchant can choose which payment system processes the transactions from those cards. When the eftpos logo appears on the merchant’s website, it means that the merchant may choose or have chosen to process transactions through eftpos from those cards. If your card only has the eftpos logo then it has not been enabled by your bank for transactions from your card.”

SCHEDULE THREE TO EXHIBIT ONE – AMERICAN EXPRESS SCHEDULE

General

This Schedule 3 (“American Express Schedule”) to Exhibit 1 (“Fat Zebra Payments Terms”) to the Fat Zebra Master Agreement (“Master Agreement”) is governed by the Clauses of the Master Agreement. In the event of any conflict between the Clauses of this Schedule and the Master Agreement, the Master Agreement will govern. Unless as otherwise defined in this Schedule, capitalised terms used will have the same meaning as defined in the Master Agreement and Exhibit 1.
This American Express Schedule supplements Exhibit 1 and the Master Agreement and is applicable to You if You accept payments or transactions using an American Express Card (“American Express’ Services“).

Definitions

“American Express” or “AMEX” means American Express Australia Limited (ABN 92 108 952 085), its Affiliates (including international related companies), agents, licensees that issue the Card.
“American Express Card” or “Card” means any credit card, debit card and/or account access capability issued by American Express, its Affiliates, an authorised third party or its authorised partners.

American Express Terms

You agree to comply with the terms, rules, policies and specifications provided by American Express, and as modified or amended by American Express from time to time, including but not limited to:

Card Acceptance for American Express Terms and Conditions dated November 2023; and
American Express Merchant Regulations International October 2024; and
American Express Merchant Specifications; and
American Express Technical Specifications; and
American Express Data Security Operating Policy; and
any other terms from American Express or its Affiliates that pertain to You or Your business. Together (“American Express Terms”)

Your Obligations under this Schedule

You agree:

to accept Cards in accordance with the American Express Terms and the terms of this Schedule; and
to provide Us with accurate and up-to-date information as outlined in the American Express Technical Specifications; and
to allow Us to monitor Your conduct and ensure that You comply with the American Express Terms, the terms of this Schedule and all Laws; and
to allow American Express to conduct audits and periodic oversight reviews of You or Your business at any time for the purpose of the determining compliance with the American Express Terms and American Express policies and documents; and
to allow Us to retain any records relating to the investigation of You or Your business and to provide such records to American Express; and
to participate in verification checks, credit checks, know your customer checks (“KYC”) and anti-money laundering (“AML”) checks in accordance with all Laws; and
to allow Us to implement related screening, transaction monitoring and fraud/risk controls to the checks; and
to allow Us to undertake a combination of up-front underwriting, agent review, and ongoing transaction analysis of You or Your business so that We can ensure that You are operating a legitimate business; and
to submit to any suppression studies twice annually or as requested by American Express; and
to be visited in person by any third-party vendor approved by American Express to assess and document Your warmly welcoming performance (see Clause 4.2(a)); and
to provide to Us with all express authorisations and consents necessary to:

to submit transactions to and receive settlement from American Express on Your behalf; and
disclose transaction data, merchant data, Personal Data, and other information about You or Your business to American Express, its Affiliates, agents, subcontractors and employees; and
enable American Express and its Affiliates, agents, subcontractors, and employees to use such information to operate and promote the network, perform analytics and create reports and for any other lawful business purpose; and
enable Us to comply with Our obligations in relation to Customer disputes, transaction processing, authorisation, submission and protecting Customer information.

You must:

warmly welcome American Express Cards, meaning that:

You do not surcharge American Express Customers; or
if You do, the surcharge is not more than any surcharge provided to any other credit cards; and

only submit transactions to Us for processing that are eligible transactions under the American Express Terms; and
promptly report to Us any activity which is prohibited under the American Express Terms, this Schedule or any Laws; and
comply at all times with all Laws relating to the conduct of Your business; and
display American Express marks and give American Express equal representation with any signage, decals or other identification when promoting payment methods and remove them immediately should this Schedule be terminated; and
at all times operate a legitimate business; and
ensure that Your refund policy for purchases on the Card must be at least as favourable as Your refund policies for purchases on any other payment product; and
ensure that Your refund policy is disclosed to Your Customers at the time of the purchase and that Your refund policy is in compliance with all Laws; and
notify Us promptly if the circumstances of Your business change; and
ensure that Your website does not contain any libelous, defamatory, obscene, pornographic, or profane material of any kind or any information that may cause harm to any individuals or to the American Express brand.

You must not:

discourage Your Customers from using an American Express Card; and
engage in any deceptive, illegal or fraudulent activities.

You acknowledge that:

American Express has third party beneficiary rights and can enforce any provision of this Schedule against You; and
American Express shall have no obligations under this Schedule and nothing in this Schedule should be read in a manner that sets obligations onto American Express; and
American Express retains the right, in its sole discretion to disapprove of Your use of American Express’ Services at any time, including, but not limited to, Your ability to use American Express Cards to process transactions or payments; and
If American Express disapproves of Your use of American Express’ Services, You must immediately:

remove all American Express licenced marks, identification, logos and decals from Your website, Your System and wherever else they are displayed (including in any of Your physical premises); and
cease accepting American Express Cards and cease using the American Express’ Services. and

We may limit or terminate Your ability to use the American Express’ Services if You do not comply with any of the American Express Terms and/or any of the terms and conditions of this Schedule; and
If Our agreement with American Express terminates, this Schedule also terminates immediately; and
If this Schedule terminates for any reason, You must immediately:

remove all American Express licenced marks, identification, logos and decals from Your website, Your System and wherever else they are displayed (including in any of Your physical premises); and
cease accepting American Express Cards or any payments, transactions and Charges.

Indemnities

You agree:

to indemnify Us and American Express (together and separately) for all damages, liabilities, losses, costs and expenses, including legal fees arising, or alleged to have arisen from Your acts or omissions; and
that You will be liable for any fees, fines, penalties or charges that American Express charge to Us and which were caused solely or in part by Your acts or omissions; and
to maintain an appropriate level of insurance cover to indemnify Us and American Express for the indemnities contained in this Clause 5.

SCHEDULE FOUR TO EXHIBIT ONE – PIN PAYMENTS SERVICES TERMS

General

This Schedule 4 (“Pin Payments Services Terms”) to Exhibit 1 (“Fat Zebra Payments Services Terms”) to the Fat Zebra Master Agreement (“Master Agreement”) is governed by the Clauses of Exhibit 1 and the Master Agreement. Unless as otherwise defined in the Pin Payments Services Terms, capitalised terms used will have the same meaning as defined in the Master Agreement and Exhibit 1.
These Pin Payments Services Terms supplement Exhibit 1 and the Master Agreement and govern Your use of the Pin Payments Services (“Pin Services”) provided by Southern Payment Systems Pty Ltd (“Pin Payments”).

Our Services

The parties acknowledge that the Pin Services operate as described on the website at www.pinpayments.com.
You acknowledge and agree that, in providing the Pin Services, We may or will:

monitor and/or analyse Your use of the Pin Services with the purpose of identifying fraudulent or inconsistent Transactions with Your Transaction history or the information You have provided to Us in Your application;
provide Your details to the Custodian or any other party necessary to provide the Pin Services;
notify the Custodian of Your identity, Your Payout Account and other details;
provide the Custodian with details of all Transactions;
instruct the Custodian as to the disbursement of funds paid in relation to a Transaction and/or the deduction of any Fees payable; and
update the software that provides the Pin Services from time to time.

Where reasonably possible, We will:

provide the Pin Services in a conscientious, expeditious and professional manner exercising a reasonable standard of skill, care and diligence; and
keep You fully and regularly informed as to any significant matters affecting or relating to the Pin Services to the extent that it affects You.

Custodial Arrangements

As part of the Pin Services, the Custodian will hold the payment funds in accordance with the terms of the Custody Agreement.
Custodian Disclaimed and Limitation of Liability

You acknowledge and agree that the:

Custodian is Our agent and may only act in accordance with the Custody Agreement;
Custodian’s role is limited to holding the Custody Account as Our agent;
Custodian has no supervisory role in relation to the operation of the Pin Services and is not responsible for protecting Your interests;
Custodian has no liability or responsibility to You or any Customer for any act done or omission made (including for negligence or breach of trust) in accordance with the terms of the Custody Agreement; and
Custody Agreement includes terms that also limit the Custodian’s liability.

Custodian Bank Accounts

You further acknowledge and agree that:

Companies within the Perpetual Group between them hold a large number of bank accounts on behalf of their respective clients;
the Custodian may be entitled to receive from the Financial Services Providers with which a bank account is held, a commission calculated by reference to the balance in the relevant bank account from time to time, which commission is separate from and in addition to the interest which otherwise could accrue on the bank account and will not appear on any bank statement;
You will not be entitled to any interest accumulating in Custodian Bank Accounts; and
by registering for an Account, You consent to the Custodian’s receipt of the abovementioned commissions.

Attorney

You irrevocably appoint Us to be Your true and lawful attorney to sign, seal, deliver, execute and do on Your behalf and in Your name or otherwise as attorney thinks fit, all deeds, instruments, letters and documents which may be required to give effect to Your obligations under these Pin Payments Services Terms with respect to the Custodian.

Country Specific Terms

Australia

The following terms apply to Pin Services provided in Australia.

Who provides the service?

Southern Payment Systems Pty Ltd ABN 46 154 451 582

Address: Level 2/58/62 Kippax St, Surry Hills NSW 2010

Australian Domicile Requirements

You acknowledge that we may only provide services to you under the Pin Payments Services Terms where you:

have a permanent establishment in Australia through which transactions are completed;
are registered to do business in Australia and have an active Australian business registration and an Australian Business Number (ABN);
have a local address in Australia for correspondence and acceptance of judicial process, other than a post-office box or mail-forwarding address;
pay taxes in Australia (where required) in relation to the sales activity; and
satisfy any other domesticity requirements imposed by Payment Schemes from time to time.

In addition to any other right to terminate or suspend the Pin Payments Services Terms, we may immediately cease to accept transactions under the Pin Payments Services Terms where you fail to satisfy the requirements above.

New Zealand

The following terms apply to Pin Services provided in New Zealand.

Who provides the service?

Southern Payment Systems Pty Ltd ABN 46 154 451 582

Address: Level 2/58/62 Kippax St, Surry Hills NSW 2010

New Zealand Domicile Requirements

You acknowledge that we may only provide services to you under the Pin Payments Services Terms where you:

have a permanent establishment in New Zealand through which transactions are completed;
are registered to do business in New Zealand and have an active New Zealand business registration and an New Zealand Business Number (NZBN);
have a local address in New Zealand for correspondence and acceptance of judicial process, other than a post-office box or mail-forwarding address;
pay taxes in New Zealand (where required) in relation to the sales activity; and
satisfy any other domesticity requirements imposed by Schemes from time to time.

EXHIBIT TWO – TERMS APPLY TO ALL SERVICES

General

This Exhibit 2 (“Terms Apply to all Services”) to the Fat Zebra Master Agreement (“Master Agreement”) is governed by the Clauses of the Master Agreement. In the event of any conflict between the Clauses of the Terms Apply to All Services and its Schedules and the Master Agreement, the Master Agreement will govern. Unless as otherwise defined in the Terms Apply to All Services, capitalised terms used will have the same meaning as defined in the Master Agreement.
The following Schedules apply to all Services provided to You by Us:

Schedule 1	Privacy Policy
Schedule 2	Collection Statement

SCHEDULE ONE TO EXHIBIT TWO – PRIVACY POLICY

General

This Schedule 1 (“Privacy Policy”) to Exhibit 2 (“Terms Apply to all Services”) to the Fat Zebra Master Agreement (“Master Agreement”) is governed by the Clauses of the Master Agreement. In the event of any conflict between the Clauses of this Privacy Policy and the Master Agreement, the Master Agreement will govern. Unless as otherwise defined in this Privacy Policy, capitalised terms used will have the same meaning as defined in the Master Agreement.
This Privacy Policy details Our commitment to protect You and Your customers’ Personal Information.
We may collect, use, disclose, transfer or otherwise handle any Personal Information, and complies with the Privacy Act 1988 (Cth) (“Privacy Act”) and the Australian Privacy Principles (“APPs”) and applicable Laws.

Our Obligations

Without limiting Clause 1.3, We must:

only use Personal Information to the extent necessary to perform Our own obligations in accordance with the Agreement;
not disclose any Personal Information to any other person (including a subcontractor) without Your prior written consent, or as required by Law;
without limiting any of Our own obligations under the Agreement, take such steps as are reasonable in the circumstances to protect any Personal Information from:

misuse, interference and loss; and
unauthorised access, modification or disclosure;

not do anything that adversely affects the accuracy, currency or completeness of any Personal Information;
ensure that reasonable organisational steps including encryption, staff training and security measures are taken to protect Your Personal Information from misuse or intrusion;
ensure that none of Our Personnel who have access to any Personal Information use, disclose, transfer or retain such Personal Information except to the extent necessary to perform their duties of engagement;
notify You immediately if We become aware of any actual or potential misuse, interference, loss or unauthorised access, modification or disclosure of Personal Information, or if We become aware of a breach of this Clause;
notify You as soon as reasonably practicable after We receive any:

request concerning access to or correction of any Personal Information; or
complaint about the handling of any Personal Information;

comply with any reasonable requests or directions from You concerning:

the storage, security, use and disclosure of any Personal Information;
remedying or otherwise dealing with any event referred to in Clause 2.1(m)(vi); and
the handling of any request or complaint referred to in Clause 2.1(m)(vi);

notify You as soon as reasonably practicable after We become aware that a disclosure of any Personal Information may be required by Law;
at any time at Your request, or on the termination or expiration of the Agreement for any reason:

ensure that any Personal Information is de-identified, as defined in the Privacy Act, or destroyed except as required by Law; or
otherwise deal with any Personal Information in accordance with Your reasonable directions;

if We become aware that there are reasonable grounds to suspect that an Eligible Data Breach may have occurred in relation to any Personal Information collected, stored or processed by Us in the course of providing the Services:

promptly provide written Notice to You specifying the nature and details of the suspected Eligible Data Breach, the kind of Personal Information potentially affected and recommendations for any actions to be taken by You in response to the breach;
carry out a reasonable and prompt assessment of whether there are reasonable grounds to believe that the suspected Eligible Data Breach amounts to an actual Eligible Data Breach; and
promptly discuss in good faith the results of the assessment with You, as well as the proposed preventative, remedial or other action to be taken by Us;

if We become aware that there are reasonable grounds to believe that an Eligible Data Breach has occurred in relation to any Personal Information (whether after conducting an assessment of a suspected Eligible Data Breach in accordance with Clause 2.1(l)(ii) or otherwise):

if as assessment pursuant to Clause 2.1(l)(ii) has not been conducted, prior to taking any other action in connection with the Eligible Data Breach, immediately provide written Notice to You of the nature and details of the Eligible Data Breach, the kinds of information concerned and recommendations for any actions to be taken by You and/or affected individuals in response to the breach;
promptly discuss and negotiate in good faith with You which Party will be the Party responsible for fulfilling the relevant notification requirements under the Law in respect of the Eligible Data Breach, including notifications to the Office of the Australian Information Commissioner (“OAIC”) and the relevant affected individuals;
where the parties agree that We will be the party responsible for fulfilling the relevant notification requirements, and We comply with all such requirements in accordance with the Privacy Act, You must provide any and all assistance as may be necessary;
obtain Your approval prior to issuing any relevant notification statements to the OAIC and affected individuals in accordance with the Privacy Act. You must not unreasonably withhold Your approval where We are required by Law to issue a notification and You have not made a determination to fulfil the notification requirement Yourself;
You must provide approval as soon as reasonably practicable to Us under Clause 2.1(m)(iv) above to enable Us to comply with Our notification requirements;
promptly take appropriate remedial action to mitigate any loss or interference with privacy flowing from the Eligible Data Breach, prevent any further serious harm to affected individuals and protect the affected Personal Information from further misuse or breach; and
without limiting the foregoing, cooperate with and provide reasonable assistance to You for the purpose of ensuring that You comply with the statutory obligations under the Privacy Act.

Your Rights

In addition to the rights and obligations outlined in Clause 2, the following means are available to You:

You can ask for a copy of the Personal Information We hold on You;
You can inform Us of any changes in Your Personal Information, or You can request corrections to Personal Information we hold on You;
Within the limitations of legal and regulatory requirements, You can ask Us to erase or restrict Personal Information we hold on You. In some instances, this may mean we cannot provide the Services;
Within limitations of legal and regulatory requirements, You can request that We forward Your Personal Information to a third party; and
In cases where We are using Your Personal Information with Your consent, You remain entitled to withdraw that consent.

Notification of Changes to this Privacy Policy

We reserve the right to update or alter this Privacy Policy and You are encouraged to check on our website at www.fatzebra.com periodically for updates.

SCHEDULE TWO TO EXHIBIT TWO – COLLECTION STATEMENT

General

This Schedule 2 (“Collection Statement”) to Exhibit 2 (“Terms Apply to all Services”) to the Fat Zebra Master Agreement (“Master Agreement”) is governed by the Clauses of the Master Agreement. In the event of any conflict between the Clauses of this Collection Statement and the Master Agreement, the Master Agreement will govern. Unless as otherwise defined in this Collection Statement, capitalised terms used will have the same meaning as defined in the Master Agreement.
By agreeing to the Master Agreement, you agree to the collection, use and disclosure of Your Personal Information as set out in this Collection Statement.
We will not collect, use or disclose Your Personal Information other than in the manner set out in this Collection Statement. We are committed to complying with the Privacy Act 1988 (Cth) (“Privacy Act”) and the corresponding Australian Privacy Principles (“APPs”) in administering this Collection Statement.

Collection of Personal Information

Information You Provide

We collect Personal Information You provide to Us voluntarily, such as Your name, phone number, email address, home address, business address, business name, bank account, tax information, driver’s licence and utility bills.
We may collect Your Personal Information in the course of Your use of the Services, or:

when You provide it to Us, or You offer or apply for use of our products or Services;
when You provide it to Us in any way (including by completing a form, disclosing information over the phone or via email, or providing us a business card);
during the application process for the use of Our products or Services;
when You provide feedback to Us;
when You visit or fill in a form on Our website;
when You visit a premises from which We operate;
when You otherwise contact Us by telephone, fax, email, social media, post or in person; or
where We are otherwise required or authorised by Law to do so.

Information that is Collected Automatically

We collect some information about You automatically through cookies or similar technologies when you interact with Our website or Dashboard. This information may include but is not limited to the type of device You use, Your operating system and software version identifiers, Your IP address, Your browser type and the pages You view on Our website or Dashboard, and what interactions You have with the content.

Information Obtained from Other Sources

We may receive Your Personal Information from other sources, including third parties such as credit ratings agencies, identity verification agencies, banks and service partners that are authorised to provide such information. We also seek and receive information about You from social media platforms when You interact with Us on those platforms or when We are conducting fraud analysis.
We may also collect Your Personal Information from other third parties, including but not limited to:

Your nominated representative;
Our share registry service provider; and
other publicly available sources of information.

Information Relating to Children and Minors

We do not target or market intentionally to children under sixteen years of age. Visitors of all ages may interact with Our website, but no information is collected knowingly about those under the age of sixteen without parental consent. If Your Account has been registered by a child under sixteen years of age using false information, Your Account will be closed and any Personal Information collected will be erased from Our records.

Use and Disclosure of Your Personal Information

Purpose for Collection of Personal Information

Personal Information collected by Us in connection with the Services may be held and used by Us to assist in the administration of the Services. This may be to allow Us to:

identify and communicate with You;
enable Us to provide You with requested information;
otherwise assist You by providing You with information and support;
collect and process payments (either on behalf of You as part of Our Services, or for payments made to Us e.g. by You in consideration for Our Services);
help Us to manage and enhance products or Services we provide to You; and
personalise and customise Your experience on Our website.

We may also use Your Personal Information to:

help Us manage and respond to a general or specific shareholder enquiry;
process share applications and services shareholders’ needs;
provide facilities and services a shareholder may request;
carry out appropriate administration in relation to Our shareholders and Our share registry, including to submit listing applications to, or respond to enquiries from, corporate regulators;
conduct research for the purposes of improving existing products or Services or creating new products or Services;
help us research the needs of Our customers to enable Us to market Our products and Services with a better understanding of their needs generally;
analyse our shareholder base and for development and planning;
protect You and Us from fraud;
help us manage Our business operations;
facilitate business support including maintenance, backup and audits;
respond to any queries or complaints You may have; and
comply with Our statutory and legal obligations.

Personal Information collected by Us may be used for the purpose of direct marketing Our Services. Such direct marketing will only be directed towards entities We already provide Services to or their representatives, or any other person who expresses an interest in receiving Our Services. Direct marketing can be discontinued at any time by request from You.
We may seek and obtain information from third parties including credit reporting agencies for the purpose of creating and maintaining a credit information file containing Personal Information about You. This may include a commercial or consumer credit report, bank reference, third party opinion, credit memorandum or other information as is reasonably necessary to assess and maintain Your credit position.
As required by the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML/CTF Act”), prior to providing the Services, we will collect and verify Your Personal Information to ensure its accuracy and validity.

Disclosure of Personal Information

After collecting Your Personal Information, to the extent permitted by the Law, we may disclose it to:

Our Affiliates, agents, representatives and subcontractors;
Your nominated representatives;
any financial institution You have an account with;
professional service providers and advisors who perform functions on our behalf, such as lawyers;
medical service providers including medical and rehabilitation practitioners for assessing insurance claims;
Your and Our insurers;
Government Bodies or other regulatory agencies as required by Law;
debt collecting agencies;
Financial Services Providers including but not limited to Mastercard, Eftpos, Visa or American Express;
credit reporting bodies;
document verification service providers, document issuers or official record holders via third party systems;
to the extent permitted by Law, any entity reasonably necessary to allow Us to provide the Services;
any entity You reasonably request Us to disclose Your Personal Information to; and
any entity you consent to Us to disclosure Your Personal Information to.

We may also disclose Your Personal Information to our website host or software application providers in certain limited circumstances, such as when our website experiences a technical problem or to ensure that it operates in an effective and secure manner.
As we continue to develop our business, we may buy, merge or partner with other companies or organisations, and in doing so, acquire customer Personal Information. In such transactions, Personal Information may be among the transferred assets.
In the event that a portion or substantially all of our business or assets are sold or transferred to a third party, We may disclose certain information including Your Personal Information to a purchaser or potential purchaser in connection with the sale or potential of Us, Our business or any of Our assets, including in insolvency.

Overseas Disclosure

Some of Your Personal Information may be disclosed, transferred, stored, processed or used overseas by Us, or by third party service providers. This may happen if:

Our offices or related entities are overseas;
We outsource certain activities overseas;
Transactions, information, Services or products have an overseas connection; or
Our computer systems including information technology services are located overseas.

You consent to the collection, use, storage, and processing of Your Personal Information outside of Australia as set out in this Collection Statement.
In particular, Your Personal Information may be disclosed to third parties in the United Kingdom, New Zealand and/or the United States and such other countries in which those parties or their, or Our, computer systems may be located from time to time, where it may be used for the purposes described in this Collection Statement.

Your Rights

Accessing Your Personal Information

You may at any time:

request a copy of our Privacy Policy;
request a copy of Your Personal Information held by Us;
request We delete Your Personal Information held by Us;
request We correct or amend any of Your Personal Information held by Us; and

any reasonable request made under Clause 4.1(a) must be complied with by Us, to the extent required by the Law, in a timely manner and must be responded to in a reasonable period.
We may be unable to continue to provide the Services to You if we comply with a request made under Clause 4.1(a)(iii).

Further Information and Contact

You may contact Us at any time regarding this Collection Statement at the below contact details:

Fat Zebra Pty Ltd Phone: 1300 281 640 Post: Level 2, 58-62 Kippax Street, Surry Hills NSW 2010 Email: notices@fatzebra.com Website: www.fatzebra.com
If You are not satisfied with your communication with Us in relation to this Collection Statement, you can refer Your complaint to:

Office of the Australian Information Commissioner Phone: 1300 363 992 Post: GPO Box 5218, Sydney NSW 2001 Website: www.oaic.gov.au

Last updated: Thu May 22, 2025.