A. SQID Payments Pty Ltd (ACN 166 730 310) (SQID) provides various services including payment services and associated activities that are undertaken by SQID as a Payments Facilitator and delivered by the SQID Transaction Platform. The SQID Transaction Platform processes card transactions for mobile and online payment services, permitting a Customer with an email address and a mobile phone to authorise payments via their mobile phone and online to persons or businesses for the payment of goods and services (Services).
B. SQID agrees to provide the Services (and if the context so requires the Additional Services) and the Client agrees to accept the Services (and if the context so requires the Additional Services) on the terms set out in this Agreement.
C. By accepting the Services, the Client warrants that they have read, agree with, and accept all of the terms and conditions contained in this Agreement and the Acquirer Terms. The information in the Merchant Application Process forms part of this Agreement.
D. On and from the commencement of the Services, the Client also accepts and agrees to the business and payment process, fees and charges as set out in this Agreement or the Merchant Application Process (or both).
E. To minimize chargebacks (transactions rejected by the card issuer) it is the Client’s responsibility to notify the Customer by email or SMS, the transaction identification details and that SQID facilitated the payment, at the time of the transaction.
The parties agree
1. Precondition to using the Services
(a) The Client agrees that notwithstanding any other agreement or understanding in place, the Client is solely responsible for the submission to the Acquirer of all financial information, application details and all other matters requested by the Acquirer or required for all purposes related to:
(i) all approvals required to be completed by the Acquirer; and
(ii) the finalisation and execution of the Acquirer Terms.
(b) The parties acknowledge and accept that despite any other provision of this Agreement, this Agreement:
(i) shall not have any effect until that date when the Acquirer Terms is entered into by the Client and the Acquirer (refer to clause 2 (e) for further details); and
(ii) is terminated on that date when the Acquirer Terms between the Acquirer and the Client is terminated or expires.
(c) SQID is not responsible or liable to the Client for any delay or failure by the Client to execute the Acquirer Terms or a decision by the Acquirer not to enter into the Acquirer Terms with the Client.
(a) SQID acts as a Payment Facilitator and the provider of the Transaction Platform for the processing of payments by Customers as Card Transactions. SQID enters into this Agreement with the Client as the Payment Facilitator of the Acquirer and the Client acknowledges and agrees to use the Services and in exchange pay to SQID the fees specified in Merchant Application Process. To avoid any doubt, an Acquirer may also treat SQID as an aggregator pursuant to the terms of any agreement between the Acquirer and SQID and in such case an aggregator is still a Payment Facilitator.
(b) The Client acknowledges that:
(i) SQID is not a bank and the Service is an authorisation and payment processing service rather than a banking service or within the definition of a ‘financial service’ or ‘financial product’ under the Corporations Act 2001 (Cth); and
(ii) SQID is not acting as a trustee, fiduciary or escrow agent with respect to the funds which are processed by each Card Transaction but is acting as the Payment Facilitator and temporary custodian of the funds in exchange for the fees paid to it by the Client.
(c) If the Client has been approached by a SQID Partner Referrer, the Client understands that it is acquiring the Services from SQID and SQID will be the entity providing the Service for the fees under this Agreement notwithstanding the introduction of the Client by the SQID Partner Referrer.
(d) The SQID Partner Referrer will be informed by SQID of the pricing structure for the Client.
(e) The Client upon the execution of this Agreement appoints SQID as its authorised representative
with sufficient authority to effect the entry into the Acquirer Terms by the Client. The Client will ratify any act of the Client which has been carried out by SQID pursuant to the authorisation given by the Client under this clause 2(e)
(f) SQID in its absolute discretion may at any time determine that it no longer shall exercise on behalf of the Client its appointment as the authorised representative of the Client with the powers set out in clause 2(e).
(g) To avoid any doubt, unless the Acquirer Terms expressly state otherwise, the agreement represented by Acquirer Terms between the Client and the Acquirer commences on and from the first time a Client initiated Card Transaction is processed on the Provider Network unless a different date is notified by SQID.
(a) SQID will support and maintain the Transaction Platform. At times this may involve SQID disclosing information about your transactions to third parties and you consent to this disclosure for the purpose of fault finding and verification that the Transaction Platform is operational.
(b) SQID will provide the Client with all reasonably necessary technical assistance to enable the Client to provide all necessary details, approval and information required for the Transaction Platform to complete a Transaction provided that the Client acknowledges that SQID will not be liable to the Client for any impact or affect that this technical assistance may have on the Client’s sales and purchasing arrangement, network or systems.
(i) shall use all reasonable endeavours to provide the Transaction Platform in accordance with this Agreement, and
(ii) shall not be liable to the Client (including for any liability of the Client arising from any person
claiming against the Client on any basis) for any loss or damage arising out of any failure to provide the Transaction Platform, whether or not such failure was caused by SQID.
(d) Where for any reason SQID fails to provide the Transaction Platform, it shall not be obliged to provide any temporary or replacement facility to the Client.
(e) SQID does not warrant that the Transaction Platform or the Provider Network will be fault free or free from interruptions.
(f) Without prejudice to SQID’s other rights under this Agreement, in its absolute discretion, SQID may where SQID reasonably considers the Client to be in breach of this Agreement or the Acquirer Terms:
(i) immediately cease processing Transactions
(ii) may suspend the operation of the Transaction Platform for the purposes of remedial or preventative maintenance or improvement of the Transaction Platform.
(a) The Client acknowledges that:
(i) SQID is not a bank or authorised deposit taking institution;
(ii) SQID never has access to any record of the Card details of a Customer, except as allowed under PCI:DSS;
(iii) SQID is not responsible for any Card Transaction which does not proceed due to a decision of the Acquirer not to complete that Card Transaction; and
(iv) where a Card Transaction is not processed by the Acquirer, SQID is not liable for any loss of the Client arising from any incomplete Card Transaction.
5.Card Data Security – Data Stored
(a) SQID stores transaction data relating to each Card Transaction. SQID uses card data tokenisation and consequently, SQID is unable to recover any card details including Card numbers independently from its records.
(b) It is the Client’s responsibility to manage sensitive information provided to it and to take the appropriate steps to ensure continued security of the sensitive information once SQID has processed approvals via the Transaction Platform.
(c) The Client agrees to secure any Card data in the Client’s possession in strict accordance with the Acquirer Terms.
(d) The Client understands SQID does not, nor is required to under this Agreement, interrogate /assess / challenge the validity or accuracy of any information, including Card details expiry date, entered into the Provider Network. SQID cannot and does not make any determination on the validity or accuracy of information provided by the Client or Customers by any means.
6.Charges and Payment
(a) The costs for the Services are those amounts as set out on Merchant Application Process. All prices stated are exclusive of GST. From time to time invoices shall be issued for payment of the Services and payment will be required from the Client on the terms set out in that invoice. Payment terms shall be as set out in http://sqidpayments.com.au/pricing/.
(b) After the initial risk assessment of the Client’s application (as part of the Merchant Application Process), SQID may increase the amounts payable for the Services from those stated in Merchant Application Process by giving the Customer at least 14 days written notice at any time. The Client agrees that SQID may from time to time in addition to the fees specified for the Services, charge the Client an amount to compensate for increased bank fees, state and federal taxes and other increases of cost associated with the delivery of the Services outside the control of SQID and the Client agrees to pay any such additional fees and charges as notified.
(c) The Client agrees that SQID may without notice and in its absolute discretion review the risk status of the Client as a merchant and the Client’s merchant industry category and SQID may apply a refundable security reserve (Reserve), request other security, impose penalties and change fees paid for the Services based on a variety of factors including but not limited to the Client’s trading history, information provided by the Client, the risk profile and prepayment exposure. Any Reserve is separate to the Client’s obligations to providing payments of refunds or chargebacks. The Reserve will be accumulated by deductions out of settlements until the full amount of the Reserve is achieved based on daily transactions volume or the Reserve must be paid in advance. Once the Reserve is met it will be monitored monthly and adjusted based on recent transactions volume in SQID’s absolute discretion. Unused balance of a Reserve may be refunded when all refund and chargeback liability on historical payments expires, subject to any other relevant clauses in this Agreement.
7.Authorisation to SQID:
(a) The Client authorises SQID:
(i) to receive the funds from any Card Transactions into SQID’s nominated account;
(ii) to deduct from those funds the amount which are the fees for the Services and retain those fees;
(iii) to withhold from the funds received any other amount equal to the liability incurred by SQID under any agreement between it and a Provider (if any such amount is incurred).
(iv) to arrange, through its own financial institution a debit to your Nominated Account any amount deemed by SQID payable by the Client. The debit or charge will be made through the Bulk Electronic Clearing System (BECS) from the Nominated Account held at the financial institution you have nominated and will be subject to the terms and conditions of the Direct Debit Request Service Agreement https://3ardai1amiqp30a65r20tktd-wpengine.netdna-ssl.com/wp-content/uploads/2014/05/V20140430-SQID-Direct-Debit-Request-Service-Agreement.pdf .
(v) to direct debit the Nominated Account or withhold funds for any other amounts without limitation including but not limited to chargeback amounts, SMS fees or other fees, fines, penalties and Reserves (if incurred).
8.Obligations imposed by the Acquirer
(a) “Chargeback” means a debit entry to your Nominated Account processed by us and is the reversal of a credit previously settled to you, as a result of an invalid Transaction (as described in Merchant Terms) or as notified by us to the Acquirer.
(b) SQID shall implement procedures and processes to address various matters including reversals, disputed transactions and Chargebacks. Where SQID is under an obligation to the Acquirer to rectify a matter, the Client must take immediate action to rectify that matter in accordance with any direction given by SQID to the Client.
(c) Failure by the Client to follow a direction contemplated by clause 8) may result:
(i) in the non-compliance with the Card Scheme and Card Scheme fines may be levied and shall be payable by the Client;
(ii) in the immediate termination of this Agreement by SQID; or
(iii) both (i) and (ii).
(a) This Agreement will continue until such time as:
(i) The Acquirer Terms are in force; or
(ii) SQID has terminated this Agreement.
(b) SQID may terminate this Agreement for convenience by giving the Client at least 14 days’ notice in writing.
(c) The Client’s only entitlement and remedy in the event of a termination under this clause is to any payments due to it under this Agreement as a result of Card Transactions by the Client, processed by SQID up to and including the date of termination.
(d) Nothing in this clause shall be read as effecting any other termination right of a party as otherwise set out in this Agreement.
10.Intentionally left blank
The Client agrees to provide true, accurate and complete information relevant to the processing of a Transaction or the Services (or if the context so requires the Additional Services or for some or all of these matters) and to promptly advise SQID if information changes and as such the information provided is not true, accurate and complete information. If any information the Client provides is untrue, inaccurate, not current, or incomplete, without limiting other remedies, SQID has the right to immediately terminate the Client’s use of the Services (or if the context so requires the Additional Services). If the Client breaches this clause the Client indemnifies SQID from any liability whatsoever arising as a direct or indirect consequence of any act or omission of the Client which act or omission breaches the obligations of the Client under this clause
(a) The Client must not use the Transaction Platform (or if the context so requires the Additional Services):
(i) to accept payment for illegal products or services, including but not limited to materials that infringe the intellectual property rights of third parties; or
(ii) for any unlawful or fraudulent activity.
(b) If SQID has reason to believe that the Client may be engaging in or has engaged in fraudulent, unlawful, or improper activity, including without limitation any violation of any terms and conditions of this Agreement (and includes without limitation the Acquirer Terms), applicable law, guideline, code or regulation, the Client’s ability to provide Customers with access to the Transaction Platform (o if the context so requires the Additional Services) will be suspended or terminated. Any funds gained in these activities may be recovered and/or retained by SQID as a reserve available for SQID to apply against future chargebacks for a period of 18 months and a refund to the Client of any amount held by SQID under this clause is at SQID’s total discretion.
To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding SQID and this Agreement and the Client’s use of the Services (or if the context so requires the Additional Services) (Communications), may be provided to the Client electronically and the Client agrees to receive all communications from SQID by email.
If the Client uses, or attempts to use the Services (or if the context so requires the Additional Services) for purposes other for which it is expressly designed, provided or deployed, including but not limited to the sale of inappropriate goods or services (as determined by SQID, the Card Schemes or the Acquirer), tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services (or if the context so requires the Additional Services) the access by the Client will be terminated and the Client will pay to SQID the value of any loss or damage to SQID and any other penalties, including penalties as a result of a criminal prosecution where and if applicable. The Client expressly agrees to waive all rights to any funds from Transactions which were applied through the improper uses described in this clause or deemed by SQID in its absolute discretion, as funds gained through the improper uses described in this clause.
(a) If by virtue of a Force Majeure Event, SQID (Affected Party) is wholly or partly prevented from performing any of its duties or obligations under this Agreement, then as soon as is reasonably practicable after the Force Majeure Event has arisen, the Affected Party shall give the other party written notice of:
(i) the particulars of the Force Majeure Event;
(ii) the duties or obligations which the Affected Party is precluded from performing (Affected Obligations);
(iii) the extent to which the Affected Party reasonably believes that the Force Majeure Event will prevent the performance of the Affected Obligations (Notified Extent); and
(iv) the expected duration of any delay in the performance of the Affected Obligations.
(b) If an Affected Party complies with the requirements of clause 15(a), its obligations to perform the Affected Obligations will be suspended:
(i) to the Notified Extent; and
(ii) for the duration of:
(i) the actual delay arising out of the Force Majeure Event; and
(ii) a reasonable time having regard to all the circumstances which does not exceed 60 Business Days (Period of Delay).
(c) On the occurrence of a Force Majeure Event, the other party’s obligations to perform any duty or obligation under this Agreement which is dependent on an Affected Obligation will be suspended until a reasonable time after the Affected Party resumes performance.
(i) the Affected Obligations are fundamental obligations; and
(ii) the Period of Delay continues for more than 60 Business Days, the other party may terminate this Agreement on the giving of not less than 5 Business Days’ notice to the Affected Party.
(e) If this Agreement is terminated pursuant to clause 15(d):
(i) the accrued rights or remedies of the parties will not be affected;
(ii) the rights and obligations of the parties under this Agreement shall cease, except for the obligation of the Client to pay all amounts under this Agreement; and
(iii) the party terminating this Agreement will not be entitled to damages (of any category or type whatsoever) against the Affected Party unless the Affected Party has failed to comply with its obligations under this clause 15.
16.Warranties and Indemnities
(a) The Client must not make any warranty or representation whatsoever in relation to any of the Services (or if the context so requires the Additional Services) which may bind SQID or the Acquirer.
(b) The processing of any approval initiated by a Customer shall constitute warranties from the Client to SQID that:
(i) all particulars are true;
(ii) the transaction is valid; and
(iii) the sale represented by the transaction is not subject to any dispute, set off or counterclaim.
(c) The Client agrees to indemnify SQID on demand against all losses, expenses and damages SQID may suffer:
(i) as a direct or indirect result of the Client’s failure to observe the Client’s obligations under this Agreement and/or the Acquirer Terms;
(ii) as a direct or indirect result of the Client’s failure to do something that this Agreement and/or the Acquirer Terms contemplated that the Client must or should do, or as a result of the Client doing something that this Agreement and/or any Acquirer Terms contemplated that the Client must not, or should not do;
(iii) as a result of MasterCard and/or Visa and/or any other card scheme and/or the Acquirer imposing fees, fines or penalties on SQID under the agreement between SQID and the Acquirer as a direct or indirect result of the Client’s failure to observe the terms of this Agreement and/or any Acquirer Terms; (iv) arising out of any dispute between the Customer and the Client;
(iv) as a result of any error, negligence or fraud relating to a transaction by a Customer; or
(v) as a result of any fees, fines or penalties that SQID is required to pay pursuant to the rules, by-laws or regulations of any Card Scheme that the Acquirer is a member of or participates in, as a direct or indirect result of the Client’s failure to observe any of the procedures, requirements or obligations required to be complied with under any Card Scheme.
(d) With the exception of any conditions, rights or warranties that are implied by law in this Agreement and may not legally be excluded, SQID gives no warranty or representation in respect of the Services (and if the context so require the Additional Services) and all other terms, conditions or warranties whether expressed or implied are expressly excluded.
(e) The Client acknowledges that SQID’s liability for breach of any condition, right or warranty that cannot be excluded from this Agreement by law is limited to the reperformance of the Services (and if the context so requires the Additional Services) as contemplated by this Agreement.
(a) The parties may determine that SQID will provide and the Client will procure Additional Services under this Agreement and the terms and conditions regarding those Additional Services shall be included in a separate agreement or quotation provided to the Client by SQID. The parties acknowledge and agree that the additional agreement or quotation for Additional Services shall be incorporated into this Agreement as a schedule to this Agreement. Such a further agreement shall be read as being subject to this Agreement to the extent of any conflict between the terms of the later agreement and this Agreement.
(b) All Intellectual Property Rights created by SQID as a result of the provision of the Additional Services are the property of SQID. The Client hereby assigns to SQID all Intellectual Property Rights created by the Client as a result of the development of the Additional Services and acknowledges that no additional documentation is necessary to complete the assignment given. The Client grants a licence to SQID (or if the context so requires a sub-licence) to use all Intellectual Property rights belonging t or licensed to the Client to the extent necessary for SQID to deliver the Additional Services under this Agreement.
(a) Any notice or other communication to a party under this document must be in writing and delivered personally, sent by prepaid mail, or sent by email to the recipient at the address or email address appearing in http://sqidpayments.com.au/pricing/ or such other address or email address as the recipient may have notified to the sender.
(b) A notice is deemed to be received:
(i) if delivered personally, on the date of delivery;
(ii) if sent by prepaid post, 5 Business Days after posting; and
(iii) if sent by email, on receipt by the sender of an electronic transmission in the sender’ email inbox confirming receipt.
(c) This document may be executed in any number of counterparts and all counterparts (including facsimile copies) taken together will be deemed to be a single instrument.
(d) A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy arising from a breach of or default under this document, does not result in a waiver of that right, power authority, discretion or remedy.
(e) A party is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of this document or default under this document as constituting a waiver of that right, power, authority, discretion or remedy
(f) All parties must do all things reasonably necessary to give full effect to this document and the transactions contemplated by this document.
(g) If any part of this document is, or becomes, legally invalid or unenforceable, the remainder of this document subsists and remains enforceable.
(h) This document contains the entire agreement between the parties. All representations or agreements, whether oral or in writing made prior to the date of this document and relating to any matter dealt with in this document are merged in this document and do not have any effect from the date of this document.
(i) This Agreement can only be varied in writing by a document executed by both parties.
(j) This document is governed by the law of Queensland. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of Queensland and waives any objection to the venue of any legal process on the basis that the process has been brought in any inconvenient forum.
(k) The Client must not transfer any rights or obligations of the Client under this Agreement without the prior written consent of SQID.
Acquirer means the entity that acquires the transaction for the respective Card Scheme and may or may not be an accredited deposit taking institution such as Westpac Banking Corporation Limited (ABN 33 007 457 141) www.westpac.com.au and any entity which is related to that entity (or another institution nominated in writing to the Client by SQID.
Acquirer Terms means as the context so requires those terms set out in a separate agreement between the Client and Acquirer which terms include but are not limited to the terms under which the Client will access a Provider Network for the completion of Card Transactions (and this Agreement includes the terms, conditions, rights and obligations incorporated by reference from that agreement between the Acquirer and the Client).
Additional Services means those services and or products which the parties determine are to be delivered by SQID in accordance with this Agreement.
Agreement means this document and any schedules or annexures to it.
Business Day means a day on which the trading banks are open for general banking business in Brisbane, Queensland excluding Saturdays and Sundays.
Card means any valid financial transaction card or payment card.
Card Scheme means the MasterCard International Incorporated and Visa Inc Services Association card schemes or any other card scheme provider that the Acquirer or SQID is a member of or participates in.
Card Transaction means a transaction where the details of a Card have been presented and the transaction is processed using any Acquirer approved process such us the internet, mobile phone confirmation or other means of confirmation.
Client means the merchant or merchant applicant.
Customer means a person who accesses the Transaction Platform to complete a Card Transaction which will provide for payment of funds to the Client.
Force Majeure Event means any event or thing beyond the relevant party’s reasonable control, other than a lack of money.
GST means the goods and services tax payable on a supply in accordance with the applicable law of the Commonwealth of Australia.
Intellectual Property Right means an invention, discovery, secret process, trade mark, service mark, copyright work, design, patent and any other intellectual property right which is created for or related to or connected with the delivery of the Additional Services under this Agreement.
Merchant Application Process means the content on http://sqidpayments.com.au/pricing/ and http://sqidpayments.com.au/merchant_application/ and any amendments to fees or conditions based on risk assessment of the Client’s application and as notified to the Client
Nominated Account means the bank account provided in the Client’s application, subsequently updated or in the case of a breach of this Agreement any bank account known to SQID as belonging to the merchant business or owner.
Payments Facilitator means an entity which has a relationship with the Acquirer to effect Card Transactions using the capabilities developed by the entity to complete Card Transactions and in the case of SQID it is the Transaction Platform.
Provider means an entity which has entered into an arrangement with SQID whereby Card Transactions shall be processed in accordance with the rules governing that Card and which Transactions completed using the Transaction Platform.
Provider Network means the systems established by the Acquirer for the submission, recording and storage of personal details, Card information and the processing of funds transfer to and from accounts either as credit or debit transactions.
SQID Referral Partner means a person who has entered into a relationship with SQID as a referrer of a person(s) from time to time who may enter into this document with SQID.
Transaction means the complete processing of an approval (including an approval for a recurring payment on a cycle nominated by a Customer) by the Transaction Platform:
(a) which commences when the Transaction Platform receives a message which has been initiated by a Customer or external or internal process; and
(b) which concludes when the associated approval or application process has been completed, and a
Transaction may be received by the Transaction Platform via various media types which provide interfaces to: (1) short message service (SMS); (2) .api messaging; and (3) internet browsers (http), and the like.
Transaction Platform means SQID’s infrastructure, network equipment and related computer hardware and software:
(a) which is designed to process Customer approvals for the completion of a Card Transaction by a Customer using the Provider Network; and
(b) which will be interfaced with the Provider Network.
Unless expressed to the contrary:
(a) a word which is a defined term under the Acquirer Terms if used in this Agreement has the same meaning as given to that term in the Acquirer Terms, unless a contrary intention is stated;
(b) headings and boldings are for convenience only and do not affect the interpretation of this document;
(c) where an expression is deemed anywhere in this document another part of speech or grammatical form of that expression has a corresponding meaning;
(d) a reference to an individual or person includes a rm, corporation, incorporated association, and government or statutory body or authority:
(e) a reference to any gender includes all genders;
(f) a reference to the singular includes the plural and vice versa;
(g) a reference to recitals, clauses, schedules or annexures are to recitals, clauses, schedules or annexures of or to this document;
(h) a reference to a statute, ordinance or other law includes regulations and other statutory instruments made under and consolidations, amendments and re-enactments of it;
(i) a reference to money is to Australian currency;
(j) a reference to this document or another document includes the document as varied or replaced;
(k) a reference to any party to this document, or any other document or arrangement includes that party’s executors, administrators, substitutes, successors and permitted assigns.
Entry into this agreement
Under the Electronic Transactions Act 1999, this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature. By pressing “Submit “Accept” or “I Agree”, as the case may be, the
(i) that the Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, and (iii) that it has had the ability to print or otherwise store the Agreement and related documents.