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Payments Solution Service Schedule (AU/NZ)


Effective: 24 December 2024

Unless otherwise agreed, the following terms apply to Agreements entered into on or after December 24, 2024.

For Agreements entered into between November 22, 2024 and December 23, 2024, please see the relevant terms here.

For Agreements entered into on or before November 21, 2024, please see the relevant terms here.

 

 


1. About this Service Schedule

1.1 This Payments Solution Service Schedule (this Service Schedule) applies where we enter into an agreement with you to supply you with a Payments Solution.

1.2 The specific components of the Payments Solution that we agree to supply to you are specified in the Quote.

1.3 You acknowledge that the Payment Processing System is supplied to you by the Payment Processor in accordance with the Payment Processor Agreement.

1.4 This Service Schedule must be read in conjunction with the Quote, our Terms of Service and the other documents that comprise the Agreement.

1.5 In this Service Schedule, any reference to a clause is to a clause of this Service Schedule unless otherwise specified.

1.6 Without limiting any of our rights or your obligations in the Quote or Terms of Service, you acknowledge and agree that:

  1. we may add additional Acquirers from time to time in connection with the Payments Solutions. Where we decide to add an additional Acquirer, we will notify you of any additional terms and conditions which govern the delivery of associated services for the incoming Acquirer; and
  2. you will be required to accept and comply with the terms and conditions for any Acquirer (existing or new) in order for you to receive such Ordered Products and/or Services.

 

2. Onboarding and Approval

2.1 You acknowledge that in order to be approved by us for use of the Payments Solution (Approval), you must:

  1. complete the Payments Solution Onboarding Requirements to our satisfaction;
  2. at any time during the Term as reasonably requested by us, provide us with any documents or information requested by us in order to perform Know Your Customer and Anti-Money Laundering and Anti-Terrorist Financing checks and verifications to our satisfaction. You acknowledge and agree that these checks and verifications may, as necessary, be undertaken by us, any Oolio Group Entity or a third party provider for and on behalf of our relevant Acquirers;
  3. confirm that you comply with any applicable PCI DSS requirements that we specify; and
  4. complete any further onboarding or approval requirements and provide any documents or information, required by the Payment Processor.

2.2 We will notify you in in writing if and when you have been granted Approval. We reserve the right to refuse or revoke any Approval for access to the Payments Solution, in our sole discretion, at any time during the Term.

2.3 If we refuse Approval for access to the Payments Solution or revoke an Approval at any time during the Term, we may terminate the Agreement in accordance with clause 15 of the Terms of Service, without liability.

 

3. Implementation Plan

3.1 Following the grant of Approval, we may provide you with a short Implementation Plan for the implementation of the Payments Solution at the Site(s) which includes:

  1. date(s) for pre-install inspection(s) of the Site(s) where we consider such inspection(s) to be necessary;
  2. Site preparation requirements that you must comply with;
  3. dates by which we will aim to deliver and install the Oolio Payments Hardware at the Site(s);
  4. dates by which we will aim to set up and configure the Payment Processing System for use at the Site(s);
  5. dates by which we will aim to integrate the Oolio Payments Hardware, Payment Processing System and Customer Software, to the extent specified in the Quote;
  6. a date by which we will aim for the Payments Solution to be Ready for Service; and
  7. any other particulars of the implementation that we wish to include in the Implementation Plan.

3.2 You must prepare the Site(s) in accordance with any requirements set out in the Implementation Plan or that we otherwise notify you of. You will also be responsible for ensuring that all Customer Software is installed, set up, configured, fit for purpose, in working order and available to us, and that except with respect to an internet connection that we supply, all internet connections and network connections are complete and operational, no later than the relevant date(s) specified in the Implementation Plan.

3.3 Each party must use reasonable endeavours to comply with the Implementation Plan.

3.4 There will be an extension of time for completion of any one or more of the stages in the Implementation Plan if one of more of the following events occur:

  1. we agree to a change to the Implementation Plan or any part of the Payments Solution;
  2. a shipping or Third Party Provider delay occurs, or another Force Majeure Event occurs, that prevents us from completing one or more stages of the Implementation Plan by any date specified in the Implementation Plan;
  3. one or more delays are caused in whole or in part by any of your acts or omissions, or those of Your Personnel;
  4. an extension is required because either party was unable to complete any part of the Implementation Plan despite using its reasonable endeavours to do so.

3.5 For any extension of time the subject of clause 3.4:

  1. we may amend the Implementation Plan; and
  2. we will provide you with a copy of the amended Implementation Plan.

3.6 You must:

  1. ensure that all Oolio Payments Hardware is installed and kept at the Site(s), under suitable conditions, as specified in any applicable Operating Manuals, permit only trained and competent personnel to use them and follow any operating instructions as we may give from time to time;
  2. notify us promptly if Oolio Payments Hardware is discovered to be operating incorrectly;
  3. at all reasonable times permit full and free access to the Site(s) and to the Oolio Payments Hardware to us and Our Personnel and provide us and them with an adequate and safe working space, and any telecommunications facilities as are reasonably required to enable us to perform Ordered Services while at the Site(s); and
  4. take any steps reasonably necessary to ensure the safety of Our Personnel when attending the Site(s).

 

4. Implementation management

4.1 Where applicable, You will notify us of the name and qualifications of the person appointed as your Project Coordinator and/or Payments Champion upon request by us.

4.2 You must ensure that your Project Coordinator and/or Payments Champion co-operate with our Implementation Coordinator and attends meetings scheduled by the Implementation Coordinator to advise and assist on all matters relating to the implementation of the Payments Solution at the Site(s) requested by the Implementation Coordinator.

4.3 You agree that your Project Coordinator and/or Payments Champion will not be replaced before the Target Implementation Completion Date without notice to us, unless:

  1. the individual to be replaced is prevented by ill-health from carrying out his or her duties in connection with the Agreement for a significant period;
  2. the individual resigns from your employment;
  3. the contract of employment with the individual is terminated; or
  4. we make a reasonable, written request to you to replace the individual because he or she has in our opinion performed unsatisfactorily or has caused a breach of any of your obligations under the Agreement howsoever arising.

4.4 In the event that your Project Coordinator and/or Payments Champion is replaced in accordance with clause 4.3, you hereby agree that you will consult with the Implementation Coordinator regarding the suitability of any replacement and ensure that the replacement person is suitably appraised of the progress of the implementation and where required by us, undergoes any “catch-up” training required by us at our hourly rates then in effect to ensure that the replacement does not result in any delay in the Implementation Work.

 

5. Site Preparation

5.1 You must provide all cabling, cabinet works (holes through benchtops, access holes for cables, installation of brackets etc.) and carry out all other works and provide all other equipment needed to prepare the Site(s) for the installation of the Oolio Payments Hardware, including any equipment needed to connect and interface the Oolio Payments Hardware with any other equipment or hardware at the Site(s).

5.2 If you do not comply with clause 5.1:

  1. we may, but are not obliged to, carry out the relevant works and supply the relevant cabling and other equipment for an additional fee specified by us;
  2. you must pay such additional fee at the time(s) specified by us;
  3. we are not liable for any loss or damage incurred as a result of our provision of such works or supply of such cabling or such other equipment;
  4. you warrant that we are authorised to carry out all such works (including, where applicable, by any landlord where you are a tenant of the Site(s)); and
  5. you must indemnify us from and hold us harmless from and against all and any loss and/or damage that we incur as a result of us carrying out such works.

 

6. Acceptance of Oolio Payments Hardware

6.1 The Oolio Payments Hardware may come with guarantees that cannot be excluded under the ACL.

6.2 In addition to any non-excludable guarantees that apply to Oolio Payments Hardware under the ACL and any other Applicable Law, we warrant that the Oolio Payments Hardware supplied by us under the Agreement will:

  1. upon delivery by us to the Site(s), conform to the Specifications and be free from material defects in design, material and workmanship; and
  2. upon us confirming that the Payments Solution is Ready for Service, be of merchantable quality and in Good Working Order.

6.3 Other than with respect to any non-excludable guarantees that apply to the Oolio Payments Hardware under the ACL and other non-excludable Applicable Law and the warranties set out in clause 6.2, all implied rights, representations, guarantees, conditions, warranties, undertakings and other remedies that you may otherwise have in relation to the Oolio Payments Hardware are waived and excluded from the Agreement, to the maximum extent permitted by law.

6.4 Without limiting any rights that you have to reject defective goods under the ACL or other non-excludable Applicable Law, you may reject as defective any Oolio Payments Hardware delivered to the Site(s) that does not comply with any of the warranties set out in clause 6.2, provided that:

  1. you give us written notice of rejection:
    1. in the case of a defect that is apparent on normal visual inspection, within 5 Business Days of delivery of the
    2. in the case of a latent defect that occurs within 20 Business Days of delivery to the Site(s), within 5 Business Days after the time when the latent defect become apparent; and
  2. none of the events listed in clause 6.6 apply.

6.5 Without limiting any rights that you have under the ACL or other non-excludable Applicable Law, You are deemed to have accepted the Oolio Payments Hardware if you fail to give notice of rejection in accordance with clause 6.4.

6.6 Without limiting any rights that you have under the ACL or other non-excludable Applicable Law, we are not liable for any loss, damage or malfunction of any Oolio Payments Hardware (or a failure of any Oolio Payments Hardware to comply with any warranty set out in clause 6.2) as a result of fair wear or tear, or as a result of any of the following events:

  1. You, Your Personnel or any third party make any further use of that Oolio Payments Hardware after giving notice in accordance with clause 6.4;
  2. a defect arises because you, Your Personnel or any third party has failed to follow our (or the manufacturer’s) oral or written instructions for the storage, commissioning, installation, use or maintenance of the Oolio Payments Hardware or best industry practice;
  3. a defect arises as a result of us following any drawing, design or Specification supplied by you or Your Personnel;
  4. you, Your Personnel or any third party not authorised by us, alters or repairs the Oolio Payments Hardware without our prior written consent;
  5. you or Your Personnel losing the Oolio Payments Hardware;
  6. theft of Oolio Payments Hardware from any Site; or
  7. a defect arises as a result of your (or Your Personnel’s) or any third party’s wilful or accidental damage, negligence, or abnormal storage or working conditions.

6.7 You must indemnify us from and hold us harmless from and against all and any loss and/or damage that we incur as a result of any of the events listed in clause 6.6, including, where applicable the cost of replacing or repairing any lost Oolio Payments Hardware or damage to the Oolio Payments Hardware.

6.8 If you reject Oolio Payments Hardware under clause 6.4 then we may, at our option:

  1. replace the rejected Oolio Payments Hardware or supply equivalent goods; or
  2. repair the rejected Oolio Payments Hardware.

6.9 Once we have complied with clause 6.8, we are not liable to you, and you will have no further remedy arising out of or in connection with the rejected Oolio Payments Hardware's failure to comply with clause 6.2.

6.10 If we breach any guarantee under the ACL that applies to the supply of the Oolio Payments Hardware to you, you may exercise your rights under the ACL instead of exercising your rights under clause 6.4, and in such circumstances you will not be entitled to exercise your rights under that clause. Where our liability for breach of any guarantees under the ACL or any other Applicable Law can be limited, our liability arising from any breach of those guarantees (if any) is limited, at our option: (i) with respect to the supply of goods, to the replacement or repair of the goods or the cost of resupply or replacement of the goods; and/or (ii) with respect to services, to the supply of services again or the cost of re-supplying the services again.

6.11 The terms of the Agreement apply to any repaired or replacement Oolio Payments Hardware supplied by us.

 

7. Your obligations in relation to the Oolio Payments Hardware

7.1 You must not make any representation or give any warranty in relation to the Oolio Payments Hardware not expressly authorised by us in writing.

7.2 You must:

  1. promptly inform us of all material complaints or claims in relation to the Oolio Payments Hardware;
  2. not admit liability on our behalf in respect of any complaint or claim in relation to the Oolio Payments Hardware; and
  3. not resolve or settle any complaint or claim in relation to the Oolio Payments Hardware, including where doing so may result in us or our Related Bodies Corporate incurring any liability to any party.

 

8. Title to the Oolio Payments Hardware

8.1 Words and phrases used in the Agreement that have defined meanings in the PPSA have the same meaning as in the PPSA, unless the context indicates otherwise.

8.2 Unless otherwise expressly agreed in writing by us, all Oolio Payments Hardware remains owned by us and title to any Oolio Payments Hardware will not pass to you at any time.

8.3 You must not sell or otherwise dispose of the Oolio Payments Hardware:
(a) during the Term; or
(b) thereafter.

8.4 You must keep the Oolio Payments Hardware separately stored and marked as our property.

8.5 During the Term (and thereafter), you must not do any of the following in relation to any of the Oolio Payments Hardware without our express prior written consent:

  1. create or allow any interest (except a security interest in our favour) in, or dispose or part with possession of, the Oolio Payments Hardware;
  2. allow the Oolio Payments Hardware to be removed from any Site;
  3. allow the Oolio Payments Hardware to become an accession to or commingled with any other property; or
  4. grant any security interest in relation to the Oolio Payments Hardware, without our prior written consent.

8.6 If you deal with the Oolio Payments Hardware in contravention of clause 8.5, without limiting any other rights or remedies available to us, you will hold the proceeds of any sale or disposal of the Oolio Payments Hardware, and in all other circumstances an amount equalling the replacement cost of the Oolio Payments Hardware, on trust for us.

8.7 Where we supply any Oolio Payments Hardware to you, you:

  1. are a bailee of the Oolio Payments Hardware;
  2. irrevocably appoint us to be your attorney to do all acts and things necessary to ensure the retention of our title to the Oolio Payments Hardware including the registration of any security interest in our favour with respect to the Oolio Payments Hardware under Applicable Law;
  3. must separate the Oolio Payments Hardware from other goods which are held by you; 
  4. must affix labels to the Oolio Payments Hardware that state that the Oolio Payments Hardware is owned by us;
  5. must not register any security interest in your favour with respect to the Oolio Payments Hardware or allow any third party to have or acquire any security interest in the Oolio Payments Hardware; and
  6. agree that we may retake possession of (and deal with, in our discretion) the Oolio Payments Hardware if payment of any Fees is not made in accordance with the payment terms specified in the applicable Quote (or such longer time as we may, in our complete discretion, approve in writing) or upon termination or expiry of the Agreement.

8.8 You grant us and our representatives an irrevocable licence to enter any land or premises for the purpose of inspecting, retaking possession of or otherwise enforcing our rights in respect of, Oolio Payments Hardware (including by breaking any locks, doors and windows as required to access any Oolio Payments Hardware and dismantling anything to which the Oolio Payments Hardware has been fixed) and hereby indemnify and hold us harmless from and against any claims for damage to property or personal injury that may result from us or our representatives exercising any rights under the licence referred to in this clause 8.8. If we retake possession of any Oolio Payments Hardware, we may deal with it as we think fit.

 

9. Registration on the PPSR

9.1 Each Agreement is a security agreement for the purposes of the PPSA. You hereby acknowledge that you have granted us a security interest in the Oolio Payments Hardware and their proceeds.

9.2 You consent to us perfecting any security interest arising in connection with an Agreement by registering a financing statement on the PPSR and any other applicable security registers in any manner we consider appropriate. You agree to do anything we reasonably ask to ensure that the security interest:

  1. is enforceable, perfected and otherwise effective; and
  2. has priority over all other security interests.

9.3 You agree to pay or reimburse us for any fees or charges for the PPSR or other registrations contemplated by an Agreement.

 

10. Contracting out of enforcement and notice provisions

10.1 You waive your right to receive any notice (including notice of a verification statement) that is required by the PPSA unless the notice is required by the PPSA and cannot be excluded.

10.2 You agree not to exercise your rights to make any request of us under section 275 of the PPSA. This does not limit your rights to request information other than under section 275 of the PPSA. Neither you nor we will disclose any information of the kind mentioned in section 275(1) of the PPSA unless section 275(7) of the PPSA applies.

10.3 To the extent permitted by law, you and us hereby contract out of and you waive your rights under the following provisions of Chapter 4 of the PPSA:

  1. section 95 (notice of removal of accession), to the extent that it requires us to give a notice to you;
  2. section 96 (when a person with an interest in the whole may retain an accession);
  3. section 121(4) (enforcement of liquid assets - notice to grantor);
  4. section 125 (obligation to dispose of or retain collateral);
  5. section 130 (notice of disposal), to the extent that it requires us to give a notice to you;
  6. section 132(3)(d) (contents of statement of account after disposal);
  7. section 132(4) (statement of account if no disposal);
  8. section 142 (redemption of collateral); and
  9. section 143 (reinstatement of security agreement).

 

11. Changes in your details

11.1 You must notify us at least 14 days before you:

  1. change your name;
  2. change your place of registration or incorporation;
  3. change or apply for an Australian Company Number, Australian Business Number, Australian Registered Body Number or Australian Registered Scheme Number; or
  4. change of bank account that you nominate to receive your funds settled to.

11.2 You must notify us if anything mentioned in clause 11.1 occurs immediately on becoming aware of it.

 

12. Payment

12.1 You will pay all Fees to us in accordance with the payment terms specified in the applicable Quote.

12.2 Reasonable out-of-pocket expenses may also be charged by us on production of reasonable evidence of expenditure to you.

 

13. Change Control

13.1 You may, by giving written notice to us at any time during the Term, request a change to the Oolio Payments Solution.

13.2 We may (but are not obliged to):

  1. prepare a fee estimate for the implementation of the change at our standard rates then in force (if we offer to implement the changes on a time and materials basis); or
  2. prepare a written quote for the implementation of the change (if we offer to implement the change at a fixed price);
  3. prepare a quote for any increase or decrease in the Price; and
  4. notify you of any effect that the requested change may have on the Implementation Plan.

13.3 You must inform us in writing of whether or not you wish the requested change to be made. No change will be implemented or deemed to have been agreed unless it is agreed by you and us in writing.

13.4 We specifically deny any implied or express representation that the Payments Solution will be fit to operate in conjunction with any hardware items or software products other than with those hardware items and software products that are identified in the Documentation as being compatible with the Payments Solution.

 

14. Your obligations in relation to the Payments Solution

14.1 You are responsible for all and any acts and omissions of your Personnel and Licensed Users, as if they were the acts and omissions of you.

14.2 You must comply with the Payment Processor Agreement in place between you and Payment Processor, and must indemnify and hold us harmless from and against any loss or damage which we may suffer or incur as a result of your breach of the Payment Processor Agreement howsoever arising.

14.3 We may treat your breach of any Payment Processor Agreement as a breach of the Agreement.

14.4 You must:
(a) promptly inform us of all material complaints or claims in relation to the Payments Solution; and
(b) not admit liability on our behalf in respect of any complaint or claim in relation to the Payments Solution.

14.5 Without limiting any other provisions of this Agreement, you:

  1. are responsible for payment of your Merchant Deposit to us where required;
  2. are responsible for the payment of all Refunds and Chargebacks and any costs or expenses related to same. For completeness, you acknowledge and agree that we are not responsible for or liable to you for any Refunds or Chargebacks, including those which are submitted without authorisation or in error, or violate any Applicable Laws and, to the extent we make payment of or incur any costs in relation to any Refunds or Chargebacks on your behalf that amount will become a debt due and payable by you to us which we may, in our sole and absolute discretion, recover in accordance with clause 9.6 of the Terms of Service;
  3. are responsible for complying with the Scheme Rules and payment of any and all fines and penalties levied by a Scheme Owner that is caused by your acts or omissions or those of your Licensed Users and/or Account Holders. For completeness, you acknowledge and agree that we are not responsible for or liable to you for any fines or penalties levied by a Scheme Owner and, to the extent we incur any costs in relation to these amounts, that will become a debt due and payable by you to us which we may, in our sole and absolute discretion, recover in accordance with clause 9.6 of the Terms of Service;
  4. must comply with your legal obligations to your customers, including with respect to the delivery of goods or services to customers;
  5. must not use the Payments Solution for:
    1. the supply of goods and/or services that are not intended to be supplied, provided or delivered to your customer within 5 days following receipt from your customer of payment;
    2. the benefit of any business that we have identified as a Restricted Business (including to facilitate donations to any Restricted Business); or
    3. any Restricted Activities;
  6. must comply with all applicable laws, industry codes and rules that apply to your business;
  7. without limiting the restrictions set out in clause 14.5(e)(i), if you process Pre-Payments, on our request must provide us with:
    1. information about Transactions, including Pre-Payments, you have processed or may process, including the number, frequency or value of such Transactions;
    2. information for us to assess or review your creditworthiness; and/or
    3. security, additional security (including a Merchant Deposit or an increase to your existing Merchant Deposit), to cover your potential liability for Refunds and Chargebacks, to the extent that the request is reasonably necessary in order to protect our interests; and
  8. must promptly notify us if there is any change to your business that could increase the number, frequency or value of Pre-Payments you may process; and
  9. if you process MOTO Transactions, you must take reasonable steps to establish and evidence that each MOTO Transaction is properly authorised by the owner of the card (and not by another person holding their card details).

14.6 If you intend to process a MOTO Transaction, you must:

  1. confirm to the customer the amount of the Transaction, the type of Transaction (eg sale or refund), the card details, the receipt number and your business name;
  2. make a written record of the last four digits of the card number, expiry date, full name, street address and telephone number of the cardholder, details of the goods or services supplied (including the price), any delivery instructions and the Transaction date;
  3. not process a MOTO Transaction using a payment terminal unless you have received from Oolio, express authorisation for you to do so and you have accepted any additional terms required by Oolio in respect of MOTO Transactions; and
  4. if you anticipate that more than five days will elapse between a cardholder ordering goods or services and you dispatching the goods or providing the services, not process a MOTO Transaction for those goods or services until the day the goods are dispatched or the services are provided.

14.6A We may make the Oolio QR Fallback available to you in our sole discretion from time to time as part of the Payments Solution for use in circumstances where the primary Payment Processing System is unavailable for any reason. We may also disable your use of the Oolio QR Fallback from time to time in our discretion. 
In addition to your other obligations in the Agreement (including this Service Schedule), if you use Oolio QR Fallback to process any Transaction, you acknowledge and agree that:

  1. DeliverIT will act as the merchant of record for all Transactions processed in connection with Oolio QR Fallback;
  2. we will use products and services provided by Hyperwallet, a PayPal service, to provide Oolio QR Fallback;
  3. you consent to us providing your information, including your name, address, phone number and  payout bank account details to each of DeliverIT and Hyperwallet for the purposes of performing the obligations and exercising the rights set out in this clause 14.6A;
  4. DeliverIT will hold all proceeds of any Transactions processed using Oolio QR Fallback on behalf of you, and you direct DeliverIT to:
    1. deduct from such proceeds any Fees payable by you to us connected with such Transactions;
    2. distribute to us any Fees payable by you to us connected with such Transactions; and
    3. distribute the balance of any such proceeds to you in accordance with any instructions provided by you to us from time to time;
  5. we will use reasonable endeavours to ensure the amount contemplated in clause 14.6A(d)(ii) is distributed to you on a weekly basis;
  6. you are solely responsible for ensuring that all data or information inputted into or otherwise received with respect to Oolio QR Fallback is true, complete and accurate in all respects, and we have no liability whatsoever in connection with any untrue, incomplete or inaccurate data or information; and
  7. you understand that payments made via QR Fallback are considered Card Not Present (CNP) Transactions. You acknowledge and agree that you assume full liability for any losses, claims, chargebacks, or disputes of any kind arising from fraud or any unauthorised transaction connected with a Card Not Present (CNP) Transaction. You indemnify and hold harmless us and any associated parties against any claims, losses, or penalties arising from any failure by you to prevent fraud in any Card Not Present (CNP) Transactions, including any resulting non-compliance with any Scheme Rules.

14.7 It is your responsibility to ensure that you are aware of, accept and comply with the Scheme Rules including any updates to same from time to time.

14.8 You must not make any representation or give any warranty in relation to the Payments Solution not expressly authorised by us in writing.

14.9 You must provide us with any documents or information requested by us in order for us to perform any Know Your Customer and/or Anti-Money Laundering and Anti-Terrorist Financing checks and verifications requested by us, to our satisfaction, including in connection with a specific Transaction.

14.10 You must provide the Payment Processor with any documents or information requested by it in order for it to perform any Know Your Customer and/or Anti-Money Laundering and Anti-Terrorist Financing checks and verifications requested by it, to its satisfaction, including in connection with a specific Transaction.\

14.11 You warrant that all documents and information provided by you in accordance with clauses 2.1(b), 14.9 and 14.10 are complete, true and correct.

14.12 You must not, and must use reasonable endeavours to ensure that, your Personnel and Licensed Users do not, breach the AUP.

14.13 We may immediately terminate and/or suspend your access to all or some of the Payments Solution, or terminate the Agreement, without further liability to you, where you and/or your Licensed Users:

  1. repeatedly infringe the AUP; or
  2. commit a material breach of the AUP or the Agreement.

14.14 We may immediately terminate and/or suspend your access to all or some of the Payments Solution, or terminate the Agreement, without further liability to you:

  1. if we reasonably determine that you have failed to comply with clause 14.9:
    1. within a reasonable timeframe following a request by us; and/or  
    2. in accordance with clause 14.11;
  2. if you do not use the Payments Solution to process a Transaction for more than 30 days at any time;
  3. if we are requested to by or on behalf of the Payment Processor, or any Acquirer or Scheme Owner;
  4. if the Payment Processor Agreement between you and the Payment Processor is terminated or expires or, if we exercise our right to change the Acquirer and the incoming Acquirer does not agree to deliver the associated services to you;
  5. if our agreement with the Payment Processor is terminated or expires; and/or
  6. where we are otherwise permitted to do so under the Agreement.

14.15 We may at any time modify the settings of the Payments Solution and/or configure the Payments Solution, or request that the Payment Processor take action to prevent an actual or suspected breach of:

  1. the AUP or other provision of this Agreement;
  2. Scheme Rules;
  3. the Payment Processor Agreement between you and the Payment Processor or
  4. Applicable Law,
    by you and/or your Licensed Users;

14.16 You acknowledge that the integrity of the Payments Solution is protected by technical protection measures to prevent Intellectual Property Rights, including copyright, in the Payments Solution from being misappropriated (TPMs).

14.17 You must not attempt, and ensure that your Licensed Users do not attempt, to remove or circumvent any TPM in the Payments Solution.

14.18 You must comply with, and ensure that your Licensed Users comply with, any security procedures, policies and standards that we notify you of from time to time with respect to access and use of the Payments Solution.

14.19 You must notify us immediately of any:

  1. Change of Control;
  2. Insolvency Event;
  3. any changes affecting you, the nature of your business activities, beneficial owners, or other important information; or
  4. any other change in circumstance which may impact an Approval.

14.20 At any time following receipt of a notice in accordance with clause 14.19, we may require you to provide all necessary documents and cooperation required to enable us to re-perform any Approval checks required in accordance with clause 2.

14.21 You must indemnify us in respect of all and any loss and damage that we may suffer as a result of your breach of this clause 14.

 

15. Ownership

15.1 As between you and us, all of the Intellectual Property Rights in the Payments Solution are, and will remain, our sole property and we reserve the right to commercialise the Payments Solution (in whole or in part) in any way we deem fit, including by granting the right to access and use the Payments Solution to any other party or parties.

15.2 As between you and us, all of the Intellectual Property Rights in the configuration of the Payments Solution are, and will remain, our property and we reserve the right to commercialise the Payments Solution (in whole or in part) in any way we deem fit, including by replicating the configuration thereof for any other party or parties.

15.3 The Payments Solution, Documentation and Implementation Plan are proprietary to us (or our third party licensors) and you acquire no rights in or to the Payments Solution, Documentation or Implementation Plan other than those expressly granted by an Agreement.

15.4 You will do and execute, or arrange for the doing and executing of, each necessary act, document and thing that we may consider necessary or desirable to perfect our or our third party licensors’ rights, title and interest (including Intellectual Property Rights) in and to the Payments Solution, Documentation and Implementation Plan.

15.5 You must prevent any infringement of our or our third party licensors’ Intellectual Property Rights in the Payments Solution, Documentation and Implementation Plan in your possession or control and will promptly report to us any such infringement that comes to your attention. In particular, you will:

  1. ensure that each Licensed User, before commencing use of the Payments Solution, is made aware that the Payments Solution is proprietary to us or third parties and that it may only be accessed and used in accordance with the Agreement;
  2. implement suitable disciplinary procedures for, and immediately notify us of, any employees who make unauthorised use of the Payments Solution;
  3. ensure that your network is secured so as to prevent unauthorised access and use of the Payments Solution; and
  4. not permit third parties to have access to the Payments Solution without our prior written consent, which may require that such third parties execute a written confidentiality agreement in our favour on terms approved by us, before being given access to the Payments Solution or any component of it.

 

16. Initial Training

16.1 We will make Initial Training Services in the Payments Solution available to you either remotely or on Site (as determined by us) on a date specified by us, for no additional charge.

16.2 Any additional training in the Payments Solution required by you that we agree to provide will be provided by us at our standard rates then in force.

 

17. Liability

17.1 You, and not us, are solely liable for payment for the following:

  1. your Merchant Deposit;
  2. all Refunds and Chargebacks; and
  3. any and all fines or penalties levied by a Scheme Owner and/or a Payment Processor that are caused by the acts or omissions of you, your Licensed Users and your Account Holders.

17.2 You hereby indemnify us in respect of any loss or damage that we may suffer or incur as a result of your failure to pay any amount that is referred to in clauses 12 or 14.5 as and when due.

17.3 We are not liable for:

  1. the creditworthiness or fraud of any person whose payment is processed by you using the Payments Solution; or
  2. for any non-performance of the Payments Solution to the extent caused by the Payment Processor or the acts or omissions of any bank or one or more payment, clearing, settlement or other systems provided by a third party, except to the extent caused by our fraud or wilful misconduct.

17.4 We may notify you of card processing fees and administrative fees for some or all Supported Payment Methods, which you may be entitled to pass on to your customers as surcharges (“Surcharges”).  Whilst we may from time to time give guidance on recommended maximum Surcharges, by electing to pass Surcharges on to your customers you agree that it is your responsibility to ensure that any Surcharge imposed on a customer is fully compliant with all laws and regulations applicable to such Surcharges, and at no time will you charge a Surcharge that exceeds any maximum amount prescribed by law or regulation. Without limiting the foregoing, you acknowledge and agree that you must, at all relevant times, comply with:

  1. Part IVC of the Competition and Consumer Act 2010 (Cth) in respect of payment surcharges; and
  2. all surcharging requirements relative to all applicable payment methods, as more fully described in relevant Reserve Bank of Australia rules and standards (including RBA Standard No. 3 of 2016, as amended or updated from time to time). 

For completeness, we note that you can find more information about your obligations by reviewing the RBA Standard No. 3 of 2016 “Scheme Rules relating to Merchant pricing for Credit, Debit and Prepaid Card Transactions), which is available here: https://www.rba.gov.au/payments-and-infrastructure/review-of-card-payments-regulation/pdf/standard-no-3-of-2016-scheme-rules-relating-to-merchant-pricing-2016-05-26.pdf. The RBA also answers a number of ‘Frequently Asked Questions’ in respect of Card Payments Regulation, which are available here: https://www.rba.gov.au/payments-and-infrastructure/review-of-card-payments-regulation/q-and-a/card-payments-regulation-qa-conclusions-paper.html

17.5 You authorise us to act as your authorised representative when dealing with the Payment Processor with respect to your use of the Payment Processing System and as such are authorised by you to access and use your data processed by the Payment Processing System. When so acting as your authorised representative, we will act in accordance with the mandates, permissions and instructions that we obtain from you.


18. Definitions

18.1 In this Service Schedule, words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service. In addition, the following words have the following meanings:

Account Holder means a person that purchases products and/or services from you using a Payment Method.

Acquirer means a financial institution that is authorised by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from you on behalf of the Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to you (or us on your behalf in the case of the Oolio QR Fallback Option), as varied by us from time to time.

AUP means the Oolio Acceptable Use Policy, as amended from time to time and made available at: https://www.oolio.com/legal/oolio/acceptable-use-policy-aup.

Authorisation means the process whereby Payment Processor on behalf of you requests permission for a Payment Method to be used for a particular purchase.

Authorised Products and Services means the classes of products and/or services in respect of which the Payments Solution will be used by you to process Transactions, as specified in the Quote. Authorised Products means any such products and Authorised Services means any such services.

Card Not Present (CNP) transaction is a purchase where the cardholder is not physically present with their card at the time of payment, including but not limited to e-commerce, mail order, and telephone order transactions.

Chargeback means a Transaction which is successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which you have been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which you already received Settlement of the related funds, this results in the unconditional obligation for you to immediately return the Settled funds to Payment Processor, to enable Payment Processor to return such funds to the Scheme Owner or Acquirer.

Customer Software means any software identified in the Implementation Plan that is not Oolio Software or Third-Party Software that we supply to you.

DeliverIT means DeliverIT Solutions Pty Ltd ACN 065 049 238 which is an Oolio Group Entity.

Direct Competitor means any third party engaged in the business of providing point of sale or payments software, systems, services or solutions.

Good Working Order means the Oolio Payments Hardware operates in accordance with the applicable Operating Manuals with all known vulnerabilities and errors.

Implementation Coordinator means a person who we nominate to be our project manager for the purposes of the implementation of the Payments Solution at the Site(s).

Implementation Plan means an implementation plan that we prepare for the implementation of the Payments Solution which includes the elements set out in clause 3.1.

Implementation Work means the work and services listed in the Implementation Plan.

Initial Payment Processing System means the Payment Processing System(s) contemplated in the Quote to be provided by the ‘local acquirer’ and ‘global acquirer’ as set out in the Quote.

Initial Training Services means training in the use of the Payments Solution as set out in the Implementation Plan.

Issuing Bank means a financial institution that issues Payment Methods to Account Holders.

Licensed User means any of your officers or employees who are employed by you to conduct the Business at the Site(s) who are not employed, engaged by or affiliated with any of our Direct Competitors and who are not restricted from using the Payments Solution because of any restrictions specified in the Quote.

Merchant Deposit means the amount of any merchant deposit or retention amount notified to you by us.

MOTO Transaction means a Transaction were either the card holder or the card is not present and where the Transaction is initiated by:

  1. manually entering or providing card information into a payment terminal, including Transactions processed by mail order or telephone order; or
  2. virtual terminal functionality of a payment gateway.

Oolio Payments Hardware means any payments terminal that we agree to supply to you under an Agreement, as set out in a Quote

Oolio POS Solution means the point of sale solution that we describe in the Quote as “Oolio POS Solution” or our POS solution.

Oolio QR Fallback means a service operated by DeliverIT, which gives Merchants the option of processing QR Code Transactions via use of a QR code functionality which may be made available by us in connection with the Payments Solution, whether on the Oolio Pay Hardware, as a functionality of the Payments Solution or otherwise, from time to time.

Operating Manual means all operating manuals and specifications relating to the Oolio Payments Hardware that we provide to you or notify you of.

Other Hardware means any hardware and equipment set out in the Quote and/or Implementation Plan that is not Oolio Payments Hardware.

Payment Method means one or more payment methods, specified in a Quote or this Agreement.

Payment Processor means the payment processor specified in the Payment Processor Agreement.

Payment Processor Agreement means:

  1. in respect of the Initial Payment Processing System, the agreement between you and the relevant Payment Processor, on the terms specified or referred to in, or attached to, the Quote; and
  2. in respect of Oolio QR Fallback, the Hyperwallet Terms of Service and Hyperwallet Privacy Policy which are available at https://pay.hyperwallet.com/hw2web/consumer/page/legalAgreement.xhtml or such other link made available by Hyperwallet from time to time.

Payment Processing System means the payment processing platform, functionality and services made available to you by the Payment Processor.

Payments Solution means the Oolio Payments Hardware, the Initial Payment Processing System and if applicable, Oolio QR Fallback.

Payments Solution Onboarding Requirements means the Payments Solution onboarding requirements specified in the Quote and any other onboarding requirements specified by us and/or Payments Processor from time to time.

PPSA means the Personal Property Securities Act 2009 (Cth).

Pre-Payment means a Transaction for goods or services in circumstances where the customer has agreed that you may process the Transaction before you provide the goods or services.

Price means the price for the provision of the Oolio Payments Hardware and/or Implementation Work, set out in the Quote.

Project Coordinator and/or Payments Champion means the person who you nominate as your project coordinator and/or payments champion for the purposes of the implementation of the Payments Solution at the Site(s).

QR Code Transactions are considered Card Not Present (CNP) transactions.

Quote means a document that meets all of the following criteria: (a) it is entitled “Quote” or similar; (b) it is prepared by us; (c) it is issued to you by us; (d) it has been validly executed by you within 30 days of the date of issue; (e) you have provided us with the version executed by you; and (f) the executed version that you have provided to us does not include any additional terms and conditions or amendments specified by you, and other than being executed by you, is identical to the version that we provided to you.

Ready for Service means that we determine that the Payments Solution is ready for use in a live environment.
Refund means a (full or partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of you.

Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth).

Restricted Activities means any activity or transaction that we have identified as being restricted on our website (available here: https://www.oolio.com/legal/global-acquirer/prohibited-and-restricted-products-and-services), or any other activity or transaction notified by us from time to time (including any activity or transaction that is identified as being restricted in a Quote).

Restricted Business means any business that we have identified as being restricted on our website (available here: https://www.oolio.com/legal/global-acquirer/prohibited-and-restricted-products-and-services), or any other business notified by us from time to time (including any business that is identified as being restricted in a Quote).

Scheme Owner means a third party that regulates and provides a specific Payment Method (e.g. Visa, MasterCard).

Scheme Rules means the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which merchants and payment service providers must comply with when using the relevant Payment Method.

Site(s) means Your Premises identified in a Quote for the installation of the Payments Solution.

Target Implementation Completion Date means the target date(s) for completion of all of the Implementation Work at the Site(s), as set out in the Implementation Plan.

Terms of Service means the terms of service which are identified as such and which govern our delivery of relevant products and/or services to you.

Transaction means an Authorisation request of an Account Holder for a payment from the Account Holder to you submitted by you to Payment Processor.