Terms & Conditions

SQID AGREEMENT

1. INTRODUCTION

1.1. SQID Payments Pty Ltd ABN 44 166 730 310 (SQID) is an Australian technology company that is a specialised Payment Service Provider (PSP) for processing merchant transactions, high level authentication of remote transactions and transaction management. If your application process with SQID is successful you accept these terms and conditions as the Merchant under this SQID Agreement.

1.2. This document is the SQID Agreement and will be entered into along with relevant Acquirer’s Merchant Agreement (Acquirer Merchant Agreement). In the SQID Agreement and the relevant Acquirer Merchant Agreement you are the Merchant. SQID may or may not be a party to the Acquirer Merchant Agreement.

1.3. The terms and conditions in this SQID Agreement operate in conjunction with the relevant Acquirer Merchant Agreement (available for viewing on our website https://sqidpayments.com.au/merchant-agreement/) In order to provide a comprehensive and competitive service SQID may at any time use one or more Acquirers for the processing of different categories of Card Transactions. Your Merchant Agreement for any Card Transaction of your using the Transaction Platform, is the combination of this SQID Agreement and the applicable Acquirer Merchant Agreement (Merchant Agreement), as well as any materials such as manuals or guides we provide to you from time to time, including during your merchant application process.

1.4. SQID may provide such documents to you electronically and you may be required to undertake other agreements with us if so required under the Merchant Agreement and these in combination form the Merchant Agreement.

1.5. All products and services of SQID, or an affiliate, including the SQID website, Merchant signup pages or onboarding page and online documentation are provided subject to the terms and conditions of the Merchant Agreement.

1.6. By applying to SQID to use the Transaction Platform you represent that you have accepted the terms of this SQID Agreement and each Acquirer Merchant Agreement.

You also acknowledge and accept that:

a) at all times this SQID Merchant Agreement is subject to the terms of the relevant Acquirer Merchant Agreement with the relevant Acquirer and the terms of relevant Acquirer Merchant Agreement will take precedence in the event of any inconsistency with the terms of the SQID Merchant Agreement.

b) you may have more than one Merchant Agreement in effect at any one time and you acknowledge that a particular Merchant Agreement may apply to certain types of Card Transactions and not other types of Card Transactions processed through the Transaction Platform as determined in SQID’s absolute discretion.

c) notwithstanding any other agreement or understanding in place, that you are 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 Merchant Agreement as part of the process of applying to use the Transaction Platform.

iii). ongoing audit requirements required for the duration of your SQID agreement to ensure your business is compliant in accordance with KYC/AML and PCI requirements

1.7. The parties acknowledge and accept that despite any other provision of this SQID Agreement, this SQID Agreement:

a) shall not have any effect until that date when the Acquirer Merchant Agreement is entered into by the Merchant and the Acquirer; and

b) is terminated on that date when the Acquirer Merchant Agreement between the Acquirer and the Merchant is terminated or expires.

1.8. SQID is not responsible or liable to the Merchant for any delay or failure by the Merchant to execute Acquirer Merchant Agreement or a decision by the Acquirer not to enter into an Acquirer Merchant Agreement with the Merchant or the Acquirer terminating its agreement with the Merchant. SQID may also require you to enter into other agreements if so, required under the Acquirer Merchant Agreement or the rules of the relevant Card Scheme in order for you to continue to access the Transaction Platform.

1.9. To avoid any doubt the agreement represented by Acquirer Merchant Agreement commences on and from the first time a Merchant’s Transaction is processed on the Provider Network unless a different date is notified by SQID.

2. DEFINITIONS

a) “Account” means any account nominated by you for any purpose under the Merchant Agreement (including settlement, Chargeback, direct debit or billing purposes);

b) “Acquirer” means that entity which is the entity that makes the crediting or debiting transaction to or from a Bank account, being a transaction which the Merchant has submitted for processing through the Provider Network. Acquirer agreement terms and conditions can be found in Clause 21.3 of this document.

c) “Bank” means any entity which is an authorised deposit taking institution notified to the Merchant by SQID from time to time.

d) “Bond” means any monies that are required from the merchant to mitigate payment exposure and other risk indicators identified in the application process and ongoing for the duration of the SQID agreement.

e) “Business Day” means a day on which the trading banks are open for general banking business in Brisbane, Queensland, Australia excluding Saturdays and Sundays.

f) “Card” means a physical or virtual card issued by an approved issuer under a Card Scheme.

g) “Card Data” means the account information of a Card holder.

h) “Card Scheme” means the MasterCard, Visa, American Express, Diners Club, Discover, JCB and EPAL or any other Card Scheme provider that the Acquirer or SQID is a member of or participates in;

i) “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 as the internet mobile phone confirmation or other means of confirmation.

j) “Card Type” means the definitions applied by the Card Schemes such as Australian Domestic Consumer or International.

k) “Chargeback” means a debit entry to the Merchant’s nominated bank 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 Acquirer) or as notified by us to the Acquirer.

l) “Confidential Information” means any information directly or indirectly relating to the business, practices, processes, databases, staff, customers, fees, costs, agreements, performance, intellectual property and technology of SQID and all related entities of SQID;

m) “Direct Debit” means an automated transaction taken from one account to another, processed electronically commonly used for recurring debit or credit transactions.

n) “Force Majeure Event” means any event or thing beyond the relevant party’s reasonable control, other than a lack of money.

o) “Fraud” means any type of false or illegal transaction. The perpetrator deprives the victim of funds, personal property, interest or sensitive information via the Internet

p) “GST” means the goods and services tax payable on a supply in accordance with the applicable law of Australia.

q) “Intellectual Property” means an invention, discovery, secret process, trademark, 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 Services under the Merchant Agreement.

r) “Merchant” means a person who accesses the Transaction Platform to complete a Card Transaction which will provide for payment of funds to the Merchant.

s) “Non-Australian Cards” also called “International” means cards where the issuing bank is not an Australian based bank.

t) “Provider Network” means the system established by the Bank or an Acquirer (as the context so requires) 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.

u) “Services” means the payment services and associated activities undertaken by SQID associated with the provision of the Transaction Platform.

v) “Transaction” means the complete processing of a payment request (including a request for a recurring payment on a cycle nominated by a customer) by the Transaction Platform.

i). Which commences when the Transaction Platform receives a message which has been initiated by customer or external or internal process and

ii). Which concludes when the associated approval, rejection or application process has been completed, and a Transaction may be received by the Transaction Platform via various media types which provide interfaces to:

A. Short message service (SMS)

B. API messaging; and

C. Internet browsers (http / https) and the like.

w) “Transaction Platform” means SQID’s infrastructure, network equipment and related computer hardware and software:

i). Which is designed to process approvals for the completion of a Card Transaction by a customer using the Provider Network; and

ii). Which will be interfaced with the Provider Network.

References in this agreement refer to the following:

“Party” where a party refers to more than one person, liability is joint and several.

“Annual”,” Year”, or “Month” are references to a calendar month or year.

“Legislation” relates to Australian Legislation unless stated otherwise.

Time of day refers to AEST.

3. APPROVAL AND COMMENCEMENT

3.1. If we approve an application form for you, for a facility to make Card transactions (“Merchant Facility”), for goods or services or both, you will receive a Merchant Identification Number (MID).

3.2. When the Acquirer Merchant Agreement comes into force, this will determine the commencement of this SQID Agreement.

3.3. You undertake to us:

a) To observe at all times your obligations set out in the Merchant Agreement.

b) To execute any directions and authorities we require to give effect to any of your obligations under the Merchant Agreement.

3.4. If you do not wish to accept the offer of a Merchant Facility, you must immediately contact us to withdraw your application whereupon we shall cancel your MID. By processing Transactions through the Merchant Facility, you confirm that you accept the Merchant Agreement.

4. CREDIT CHECK

4.1. The Merchant consents to and agrees to provide the necessary assistance for SQID Payments Pty Ltd to obtain a credit report from a recognised credit reporting agency containing personal information for business purposes, including the assessment of an order for Services or collection of overdue accounts. Credit reporting obtained is in compliance with the Commonwealth Privacy Act.

5. FEES

5.1. During the term of the Merchant Agreement, fees will be quoted and charged on an individual merchant basis and as set out as identified during the application process. Fees and charges will be included in the ‘welcome letter’ the merchant receives if approved as a merchant Different fees apply based on the Card Scheme and/or Card Type which are charged when a card is identified at the point of the transaction.

5.2. Other fees may be charged by SQID as applicable including refund fees, chargeback fees, declined fees, SMS fees and other fees.

6. INTELLECTUAL PROPERTY

6.1. SQID either owns the Intellectual Property rights in the underlying HTML, audio clips, text, Java scripts and any other content made available to Merchants on a SQID website or has obtained the permission of the owner of such Intellectual Property to be displayed and used on the SQID website. Nothing in this SQID Agreement assigns or transfers any Intellectual Property.

6.2. The Merchant acknowledges and agrees that it does not have any rights in the intellectual property in or associated with SQID, the underlying HTML, audio clips, text, Java scripts and other content available on the SQID website other than pursuant to the Merchant Agreement under these Terms and Conditions.

7. AMENDMENTS

7.1. The terms and conditions of the Merchant Agreement may be amended from time to time without prior notice. Notice of amendments will be posted on our website https://sqidpayments.com.au/merchant-agreement/ and will be effective immediately. You should ensure you are aware of any amendments to the Merchant Agreement and acknowledge and agree that continued use of the Merchant Facility will mean that you accept unconditionally any amendments made to the Merchant Agreement. You accept that although you may have more than one Merchant Agreement in place, the Acquirer for any Transaction using the Transaction Platform will be that entity nominated by SQID.

7.2. During the term of the SQID agreement if you change any of the information that you have provided to us when applying for your merchant account you must do so in writing at least fifteen (15) Banking Days prior to this change taking effect. If required SQID has the right to request information to assess these changes to determine if they will impact your merchant account and will advise you if any action is required by you to maintain your merchant account.

8. WEBSITE ACCESS

8.1. As a Merchant, SQID offers you non-exclusive access to the website and Service. Upon acceptance of your application, you will be issued with a Merchant ID consisting of a Username and Password, which will allow you access to the Merchant Facility.

8.2. You may not and warrant that you will not, copy, produce, transmit, transcribe, store in a retrieval system, or translate in any language (natural or computer) any part of the site or the Services, transfer or attempt to transfer any part of the site or Services or Your right to access them or otherwise make them available to any other person, attempt to discover SQID’s source code, sublicense, rent or lease any portion of the site or the Services; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the site or Services except so far as such actions are permitted by applicable law, notwithstanding this limitation or are approved in writing by SQID.

9. PASSWORDS

9.1. Your password for access to the Merchant Facility must be kept confidential and safe at all times. SQID accepts no responsibility for unauthorized access to your Merchant Facility. Should you suspect your login details have been compromised please change your password immediately or contact SQID for assistance.

10. ASSIGNMENT

10.1. The Merchant Agreement shall be binding upon the parties, their executors, administrators, successors and assignees. Where the Merchant consists of any two or more persons, the Merchant’s obligations shall be joint and several.

10.2. You may not assign the Merchant Agreement to any other person without our written consent. We may assign our rights or novate our rights and obligations under the Merchant Agreement. We may also transfer our interest in the Merchant Agreement or give another person an interest or security in the Merchant Agreement without obtaining your consent. You appoint us and any other person authorised by us to be your attorney to assign any document or do anything necessary to give effect to the assignment, novation or transfer contemplated in this clause.

11. MERCHANT REPRESENTATION

11.1. The Merchant must not make any warranty or representation whatsoever in relation to any of the Services which may bind SQID, the Acquirer or a Bank.

11.2. The processing of any approval initiated by a customer shall constitute warranties from the Merchant to SQID that:

a) all particulars are true.

b) the transaction is valid; and

c) The sale is not subject to any dispute, set off or counterclaim.

d) To the extent it has a legal right to do so, SQID does not permit an Accepted Merchant to transfer or attempt to transfer its financial liability in respect of the Merchant Agreement Services by asking or requiring Customers to waive their dispute rights.

12. FORCE MAJEURE

12.1. 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 the Merchant Agreement, then as soon as it is reasonably practicable after the Force Majeure Event has arisen, the Affected Party shall give the other party written notice of:

a) the particulars of the Force Majeure Event.

b) the duties or obligations which the Affected Party is precluded from performing (Affected Obligations);

c) the extent to which the Affected Party reasonably believes that the Force Majeure Event will prevent the performance of the Affected Obligations (Notified Extent);

d) the expected duration of any delay in the performance of the Affected Obligations.

12.2. If an Affected Party complies with the requirements of clause 13.1, its obligations to perform the Affected Obligations will be suspended:

a) to the Notified Extent; and

b) 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).

12.3. On the occurrence of a Force Majeure Event, the other party’s obligations to perform any duty or obligation under the Merchant Agreement which is dependent on an Affected Obligation will be suspended until a reasonable time after the Affected Party resumes performance.

12.4. The Affected Party shall use all reasonable diligence and do all things reasonably possible to overcome or remove a Force Majeure Event.

12.5. If:

a) the Affected Obligations are fundamental obligations; and

b) the Period of Delay continues for more than 60 Business Days, the other party may terminate the Merchant Agreement on the giving of not less than 5 Business Days’ notice to the Affected Party.

12.6. If this Merchant Agreement is terminated pursuant to clause 13.5:

a) the accrued rights or remedies of the parties will not be affected

b) the rights and obligations of the parties under the Merchant Agreement shall cease, except for the obligations of the Merchant to pay the fees due and payable under the Merchant Agreement; and

c) The party terminating the Merchant Agreement will not be entitled to claim liquidated or other damages against the Affected Party unless the Affected Party has failed to comply with its obligations under this clause 13.

13. CHARGES PAYMENTS AND SERVICES

13.1. During the term of your Merchant Agreement, the costs for the Services are those amounts as set out during the application process and included in the ‘welcome letter’ received by an approved merchant. All prices are exclusive of GST and quoted in Australian Dollars. From time-to-time invoices shall be issued for payment of the Services and payment will be required from the Merchant on the terms set out in that invoice.

13.2. SQID may increase the amounts agreed upon and for the duration of the SQID agreement by giving the Merchant at least 10 (Ten) banking days written notice at any time. The Merchant agrees that SQID may without notice and in its absolute discretion review the risk status of the Merchant as a merchant and the Merchant’s industry under the Card Scheme arrangements and SQID may apply a refundable security bond or reserve (Bonds or Reserves), request other security, impose penalties and change fees paid for the Services based on a variety of factors including but not limited to the Merchant’s trading history, information provided by the Merchant , the risk profile and prepayment exposure. Any Reserve is separate to the Merchant’s obligations to providing payments of refunds or chargebacks. The Bond accumulated by deductions out of settlements until the full amount of the Bond is achieved based on daily transaction volume or the Bond must be paid in advance. Once the Bond is met it will be monitored monthly and adjusted based on recent transactions volume in SQID’s absolute discretion. Unused balances of a Bond are refunded when all refund and chargeback liability on historical payments expires, subject to any other relevant clauses in this Agreement.

13.3. SQID may from time to time in addition to the fees specified for the Services, invoice the Merchant 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.

13.4. Transaction Platform

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 for your merchant service is operational.

b) SQID will provide you with all reasonably necessary technical assistance to enable the Merchant to provide all necessary details, approval and information required for the Transaction Platform to complete a Transaction provided that you acknowledge that SQID will not be liable to you for any impact or affect that this technical assistance may have on your sales and purchasing arrangement, network or systems.

c) SQID:

i). shall use all reasonable endeavours to provide the Transaction Platform in accordance with this Agreement, and

ii). shall not be liable to you (including for any liability of you arising from any person claiming against you 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 you.

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 you to be in breach of this SQID Agreement or the Acquirer’s Merchant Agreement:

i). immediately cease processing Transactions via the Transaction Platform; or

ii). suspend access to the Transaction Platform by you and/or customers.

iii). retain any funds held where such funds would have otherwise been funds to be remitted to you.

iv). recover any funds settled to your merchant bank account or any account known to SQID operated by the merchant.

g) SQID will not be liable to you (including for any liability you have in the future arising from any person claiming against you 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 arising out of:

i). ceasing to process Transactions, in the circumstances referred to in clause 13.4f.

ii). SQID’s rights under this Agreement to suspend access to the Transaction Platform or to cease processing Transactions may be exercised for any period which SQID in its absolute discretion may determine.

h) SQID may monitor the capacity and performance of the Transaction Platform in any
manner deemed necessary by it from time to time.

i) SQID:

i). shall have the right from time to time to improve or alter the Transaction Platform provided any changes do not substantially change the nature of the Transaction Platform; and

ii). may suspend the operation of the Transaction Platform for the purposes of remedial or preventative maintenance or improvement of the Transaction Platform.

j) The Merchant 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 Merchant arising from any incomplete Card Transaction.

13.5. Prohibited Transactions:

(a) The Merchant must not use the Transaction Platform:

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 Merchant 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, applicable law, guideline, code or regulation, the Merchant’s ability to provide customers with access to the Transaction Platform 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 Merchant of any amount held by SQID under this clause is at SQID’s total discretion.

13.6. Card Data Security – Data Stored

a) SQID may store Card data relating to each Card Transaction. However, SQID is unable to recover any card details including Card numbers independently from its records.

b) It is the Merchant’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 Merchant agrees to secure any Card data in the Merchant’s possession in strict accordance with the Merchant Agreement.

d) The Merchant agrees to ensure any platform they use to take card transactions has the required level of PCI Compliance.

e) The Merchant understands SQID does not, nor is required to under the Merchant 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 Merchant or customers by any means.

13.7. The Merchant acknowledges that the terms herein may be subject to the terms of a further agreement between the Merchant and the Acquirer, or the Merchant and SQID or the Merchant, SQID and the Acquirer.

14. INDEMNITY

14.1. In this clause SQID includes parent companies, subsidiaries, officers, directors, employees and agents. The Merchant indemnifies and holds harmless SQID for all losses, claims, damages, liabilities, costs or expenses including those resulting from any threatened, indirect or pending investigation, action, proceeding or dispute that SQID incurs; and

14.2. Against all claims, (including the cost of defending or settling any claim) which may be instituted against SQID, as a result of:

a) a breach of the Merchant Agreement by the Merchant.

b) the Merchant failing to comply with any regulatory or compliance matter.

c) the Merchants failure to observe the Merchant’s obligations under the Merchant Agreement.

d) the Merchant’s failure to do something that the Merchant Agreement contemplated that the Merchant must or should do, or as a result of the Merchant doing something that the Merchant Agreement contemplated that the Merchant must not, or should not do.

e) MasterCard and/or Visa (or equivalent Card Scheme) and/or the Bank or an Acquirer imposing fees, fines or penalties on SQID under the agreement between SQID and the Bank or an Acquirer as a direct or indirect result of the Merchant’s failure to observe the terms of the Merchant Agreement.

f) any dispute between the customer and the Merchant.

g) any error, negligence or fraud relating to a transaction by a customer; or

h) 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 Bank or an Acquirer is a member of or participates in, as a direct or indirect result of the Merchant’s failure to observe any of the procedures, requirements or obligations required to be complied with under any Card Scheme.

i) all loss or damage no matter how arising caused by unauthorised, illegal or improper access to the SQID website or the Services from any terminals or access points within Your control, custody or power.

15. WARRANTY

15.1. With the exception of any conditions, rights or warranties that are implied by law in the Merchant Agreement and may not legally be excluded, SQID gives no warranty or representation in respect of the Services and all other terms, conditions or warranties whether expressed or implied are expressly excluded.

15.2. The Merchant acknowledges that SQID’s liability for breach of any condition, right or warranty that cannot be excluded from the Merchant Agreement by law is limited to the reperformance of the Services as contemplated by the Merchant Agreement.

16. TERMINATION

16.1. The Merchant Agreement commences when you accept our offer in accordance with Clause 4 and will continue until such time as it is terminated in accordance with this clause 17.

16.2. SQID in its absolute discretion may where SQID reasonably considers the Merchant to be in breach of the Merchant Agreement, immediately cease processing Transactions via the Transaction Platform or suspend access to the Transaction Platform. SQID will not be liable to the Merchant or any person claiming through or under the Merchant for any loss or damage arising out of the suspension or cessation of Transactions through the Transaction Platform.

16.3. Notwithstanding the return of any equipment to us, you may terminate the Merchant Agreement including the use of any underlying Merchant Facility by providing us with 30 (Thirty) days written notice to the address in this document. Such written notice is to be signed by a duly authorised officer. If you fail to provide us the above-mentioned notice within that time frame, your Merchant Agreement (including fees and charges) will continue to apply. Please note however, that the Acquirer Merchant Agreement may set out a different notice period requirement for you to terminate and you will need to comply with a longer notice period if one is in existence.
SQID reserves the right to direct debit your nominated bank account to recover fees and charges incurred prior to, and during, the 30 (Thirty) day written notice period.

16.4. It is your obligation to reconcile your bank account after termination of the Merchant Agreement and notify us of any discrepancies. If for any reason there are discrepancies in your Account then our maximum aggregate liability to you for reimbursement will be limited to the exact amount of the difference of discrepancy.

16.5. We may terminate the Merchant Agreement or use of an underlying Merchant Facility at any time and for any reason. The grounds on which we may do so include, but are not limited to, the following:

a) You breach any terms of the Merchant Agreement.

b) You fail to pay to SQID any monies due and payable to SQID on the due date.

c) We have concerns about you or any of your Directors solvency, or the solvency of your business.

d) We have reasonable grounds to suspect that you have fraudulently processed Transactions or have knowingly allowed fraudulent Transactions to be processed through a Merchant Facility.

16.6. We will endeavour to give you verbal or written notice before we terminate the Merchant Agreement or Merchant Facility. If we are unsuccessful in contacting you, we can choose to continue to terminate the Merchant Agreement or Merchant Facility. However, we will give you subsequent written confirmation in the form of an email or by post to the last known address, that the Merchant Facility has been terminated.

16.7. Without prejudice to any right or remedy of ours, we are entitled to charge you a termination fee for termination of the Merchant Agreement, at SQID’s discretion. You must promptly pay any such termination fee after we notify you of it.

17. NOTICES

17.1. Termination of the Merchant Agreement including but not limited to the terms set out in this document and the Merchant Agreement shall be without prejudice to the rights and obligations of parties under the Merchant Agreement up to and including the date of expiry or termination.

17.2. In the event of termination or expiry of the Merchant Agreement, for whatever reason, access to the Merchant Facility will be suspended.

18. CONFIDENTIALITY

18.1. The Merchant agrees to keep confidential, and not to use or disclose, other than as permitted by the Merchant Agreement, any Confidential Information provided to or obtained by the Merchant prior to, or after entry into the Merchant Agreement.

18.2. The obligations of confidence in the above clause do not apply to Confidential Information:

a) That is required to be disclosed by applicable law, or under compulsion of law by a court or government agency.

b) That is in the public domain otherwise than as a result of a breach of this agreement or other obligation of confidence; or

c) That is already known by, or rightfully received, or independently developed, by the Merchant free of any obligation of confidence.

18.3. The Merchant acknowledges that SQID may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information of SQID, and that monetary damages would be an insufficient remedy and in addition to any other remedy available at law or in equity, SQID is entitled to injunctive relief to prevent a breach of this clause.

18.4. If the Merchant Agreement is terminated for any reason, the Merchant must return to SQID, together with all copies, all documents provided by SQID containing Confidential Information in any material form including electronic form.

19. PRIVACY

19.1. SQID values the privacy of all its users and uses every effort to ensure all communication from SQID is carried out to benefit recipients.

19.2. Details on how SQID collects uses and discloses Merchant information can be found in the SQID Privacy Policy.

20. SPAM

20.1. SQID adheres to the Spam Act (Cth) 2003.

20.2. Should you receive any form of communication from SQID which you no longer wish to receive, please contact our office immediately on 1800 697 729 or email support@sqidpayments.com.au.

20.3. For further information visit http://www.acma.gov.au

21. OTHER PROVIDERS SHALL BE GIVEN ACCESS

21.1. SQID provides a Transaction Platform that delivers the Services and will use the services of third parties which are integrated into the operation of the Transaction Platform, and the Merchant will procure from each customer any reasonable approvals as notified to it in writing from time to time, regarding the approvals for the disclosure of any information (including customer personal information) to a third-party service referred to in this clause.

21.2. Notwithstanding the above clause, the Merchant accepts that all information collected by it at the time a transaction is submitted to the Transaction Platform, shall be made available to a third-party service referred to in this clause to the extent such information is necessary for that third party service provider to complete the Services. The Merchant remains at all times responsible for and liable for the information it has collected and then disclosed in order to receive the Services.

21.3. SQID Provider Network includes acquirers and other third-party agreements that will change from time to time. The below links will be updated when this occurs. When agreeing to the SQID Merchant Agreement Terms and Conditions you are agreeing to our Acquirer Merchant Agreements referred to throughout the SQID Terms and Conditions SQID may nominate to use one or more acquirers to enable your merchant account to transact across our Transaction Platform at our discretion.

Acquirer Terms and Conditions

https://www.merchantwarrior.com/terms

22. COMPANY DETAILS

SQID Payments Pty Ltd

Level 14, 440 Collins Street MELBOURNE Vic 3000

Phone 1800 697 729

Email: support@sqidpayments.com.au

Website: http://www.sqidpayments.com.au

Other relevant documents are Westpac Merchant Terms and Conditions and the Direct Debit Service Agreement