Oolio Payments Solution Terms

Effective: 11 June 2026

Background

A. You wish for us to provide you with a Payments Solution.

B. By entering into a Quote, you acknowledge that you have read and understood this Agreement and that you agree to this Agreement.

1. Engagement

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

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

1.3 This Agreement must be read in conjunction with the Quote and the other documents that comprise the Agreement.

1.4 Each time a Quote that we issue to you is accepted by you and you have provided us with the accepted Quote and any other documents required to be executed in accordance with the Quote, a separate legally binding contract will be entered into consisting of the following documents:

(a) these Oolio Payments Solution Terms;

(b) the Quote; and

(i) deed of personal guarantee;

(ii) direct debit form; and

(iii) credit application,

(together, the Agreement).

1.5 To the extent of any inconsistency between any of the documents listed in clause 1.4, the document listed first in clause 1.4 shall prevail.

1.6 We will notify you within 30 days of our receipt of the results of any credit application if we are not satisfied with them.

1.7 We have no obligation to supply any products or services under the Agreement other than as expressly set out in the applicable Quote. We are also not obliged to supply the Payments Solution if you fail to pay us any deposit or complete any required credit application, direct debit form and/or deed of personal guarantee as set out in the applicable Quote.

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

(a) 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

(b) 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 the Payments Solution.

2. Term

2.1 Each Agreement will commence on the commencement date specified in the Quote, or if the Quote does not specify a commencement date, the Agreement will commence on the date of execution of the Quote by the last party to execute it (Commencement Date).

2.2 If a contract term, initial term or minimum period is specified in a Quote (each, a Minimum Period), upon expiry of the Minimum Period, the Agreement will automatically extend on a month to month basis (each such month, a Renewal Period), until and unless either party notifies the other party in writing that it wishes to terminate the Agreement at least 30 days prior to the expiry of the Minimum Period or the then current Renewal Period (as applicable) (time being of the essence), in which case if such notice is provided, the Agreement will terminate at the end of the Minimum Period or the then current Renewal Period (as applicable).

3. Onboarding and Approval

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

(a) complete the Payments Solution Onboarding Requirements to our satisfaction;

(b) at any time during the Term as reasonably requested by us, provide us with any documents or information required 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;

(d) complete any further onboarding or approval requirements and provide any documents or information, required by the Payment Processor.

3.2 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 and for any reason.

3.3 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 26, without liability.

4. Supply of Payments Solution

4.1 Subject to your payment of any deposit, and your provision to us of any executed deed of personal guarantee, direct debit form and/or credit application that is specified in a Quote, to our satisfaction, we will use our best endeavours to supply and/or procure the supply of the Payments Solution specified in the Quote or otherwise supplied by us to you, substantially in accordance with any Specifications.

4.2 You must provide all necessary:

(a) cooperation, permissions, authorisations, assistance and consents; and

(b) access to Your Equipment, Your Personnel, servers, networks, data, content, facilities, documentation, records, resources, records, equipment, premises and information,

4.3 Where required by us, you must also arrange safe and timely access to the Site for Our Personnel to provision, install, support and maintain the applicable Payments Solution.

4.4 Support and maintenance in relation to the Payments Solution is not within the scope of the Agreement unless the applicable Quote clearly states that it will be provided.

4.5 We are not liable for:

(a) the content or security of any communications that you receive, access, transmit or rely upon when using the Payments Solution;

(b) carrying out any installation, integration, configuration or setup of the Payments Solution; or

except as expressly set out in a Quote or this Agreement.

4.6 With respect to any proposed installation, integration, commencement or start dates specified in a Quote, if any:

(a) such time is not of the essence and such dates are estimates only;

(b) where Our Personnel are unable to provision the Payments Solution by any agreed or estimated installation or integration date for any reason:

(i) we may terminate the relevant Agreement at any time prior to the provisioning being completed, by notice to you, without liability; and

(ii) you may terminate the relevant Agreement prior to the provisioning being completed, by notice to us, without liability, but only if the Payments Solution is not installed or integrated in accordance with any Specifications (as applicable), or the Services are not first supplied, within 60 days after the agreed or estimated installation or integration date specified by us, for any reason;

(c) you must pay all costs and expenses that we may suffer or incur as a result of any delay in the installation, procurement, integration, commencement and/or implementation of the Payments Solution caused directly or indirectly by you or Your Personnel; and

(d) upon termination of the Agreement under clause 4.6(b), we will refund any monies paid by you to us in advance for components of the Payments Solution that were not provisioned, unless the termination was caused because of any delay in the installation, procurement, integration, commencement and/or implementation of the Payments Solution caused directly or indirectly by you or Your Personnel.

4.7 We may provide you with terminal set up Services, as specified in the Quote, which will include setting up or updating (as applicable) the terminals in accordance with your instructions. Where we provide you with terminal set up Services, you agree that:

(a) it is your decision whether to pass on Surcharges to your customers, and if so, to determine the amount of the Surcharge. You are responsible for the Surcharge not being more than your cost of accepting payments for a given card type;

(b) you may change the applicable Surcharge at any time by providing us with a further written instruction that is signed by a duly authorised person and in a form reasonably required by us;

(c) if you decide to include additional eligible costs that are not billed by us, you must retain sufficient evidence to support your calculation and the charges;

(d) we do not, and cannot, provide any legal or accounting advice to you, and you acknowledge and agree that you are responsible for obtaining and considering such advice in connection with your use of the Payments Solution including, without limitation, in respect of payment surcharging; and

(e) we shall have no liability for any losses, damages, costs or expenses arising from or in connection with any information or instructions provided by you in connection with the Payments Solution, including the Surcharge.

5. Implementation Plan

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

(a) date(s) for pre-install inspection(s) of the Site(s) where we consider such inspection(s) to be necessary;

(b) Site preparation requirements that you must comply with;

(d) dates by which we will aim to set up and configure the Payment Processing System for use at the Site(s);

(e) 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;

(f) a date by which we will aim for the Payments Solution to be Ready for Service; and

(g) any other particulars of the implementation that we wish to include in the Implementation Plan.

5.2 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.

5.3 Each party must use commercially reasonable efforts to comply with the Implementation Plan.

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

(a) we agree to a change to the Implementation Plan or any part of the Payments Solution;

(b) a shipping or Third Party Provider delay occurs, or a 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;

(d) either party is unable to complete any part of the Implementation Plan despite using commercially reasonable efforts to do so.

5.5 For any extension of time the subject of clause 5.4:

(a) we may amend the Implementation Plan; and

(b) we will provide you with a copy of the amended Implementation Plan.

5.6 You must:

(a) 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;

(b) notify us promptly if Oolio Payments Hardware is discovered to be operating incorrectly;

(c) 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 Services while at the Site(s); and

(d) take any steps reasonably necessary to ensure the safety of Our Personnel when attending the Site(s).

6. Implementation management

6.1 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.

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

6.3 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:

(a) 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;

(b) the individual resigns from your employment;

(d) 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.

6.4 In the event that your Project Coordinator and/or Payments Champion is replaced in accordance with clause 6.3, you hereby agree that you will consult with our 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.

7. Site Preparation

7.1 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).

7.2 If you do not comply with clause 7.1:

(a) 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;

(b) you must pay such additional fee at the time(s) specified by us;

(c) 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;

(d) 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

(e) 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.

8. Acceptance of Oolio Payments Hardware

8.1 The Oolio Payments Hardware may come with guarantees that cannot be excluded under the Consumer Law or other Applicable Law.

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

(a) upon delivery by us to the Site(s), conform to the Specifications and be free from material defects in design, material and workmanship; and

(b) upon us confirming that the Payments Solution is Ready for Service, be of merchantable quality and in Good Working Order.

8.3 Other than with respect to any non-excludable guarantees that apply to the Oolio Payments Hardware under the Consumer Law and other non-excludable Applicable Law and the warranties set out in clause 8.2, 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.

8.4 Before entering into an Agreement for our provision of the Payments Solution to you, you must ensure that the details in our Quote are correct and free of any errors or mistakes and that applicable products and/or services specified in the Quote are suitable for your intended use, needs and purposes.

8.5 Without limiting any rights that you have to reject defective goods under the Consumer Law 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 8.2, provided that:

(a) you give us written notice of rejection:

(i) in the case of a defect that is apparent on normal visual inspection, within 5 Business Days of delivery of the Oolio Payments Hardware;

(ii) 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

(b) none of the events listed in clause 8.7 apply.

8.6 Without limiting any rights that you have under the Consumer Law 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 8.5.

8.7 Without limiting any rights that you have under the Consumer Law 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 8.2) as a result of fair wear or tear, or as a result of any of the following events:

(a) you, Your Personnel or any third party make any further use of that Oolio Payments Hardware after giving notice in accordance with clause 8.5;

(b) 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;

(d) you, Your Personnel or any third party not authorised by us, alters or repairs the Oolio Payments Hardware without our prior written consent;

(e) you or Your Personnel are unable to locate the Oolio Payments Hardware;

(f) theft of Oolio Payments Hardware from any Site; or

(g) 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.

8.8 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 8.7, including, the cost of replacing or repairing any lost Oolio Payments Hardware or damage to the Oolio Payments Hardware.

8.9 If you reject Oolio Payments Hardware under clause 8.5 then we may, at our option:

(a) replace the rejected Oolio Payments Hardware or supply equivalent goods; or

(b) repair the rejected Oolio Payments Hardware.

8.10 Once we have complied with clause 8.9, 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 8.2.

8.11 If we breach any guarantee under the Consumer Law that applies to the supply of the Oolio Payments Hardware to you, you may exercise your rights under the Consumer Law instead of exercising your rights under clause 8.5, 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 Consumer Law or any other Applicable Law can be limited, our liability arising from any breach of those guarantees (if any) is limited, at our option:

(a) 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

(b) with respect to services, to the supply of services again or the cost of re-supplying the services again.

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

9. Your obligations in relation to the Oolio Payments Hardware

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

9.2 You must:

(a) promptly inform us in writing of all material complaints or claims in relation to the Oolio Payments Hardware;

(b) not admit liability on our behalf in respect of any complaint or claim in relation to the Oolio Payments Hardware; and

(c) not resolve or settle any complaint or claim in relation to the Oolio Payments Hardware, including where doing so may result in us or any Oolio Group Entity incurring any liability to any party.

10. Your Equipment and Our Equipment

10.1 The Agreement does not transfer or assign title to Your Equipment to us.

10.2 The Agreement does not transfer or assign title to Our Equipment to you.

10.3 You must not, without our prior written consent, grant or permit the grant or existence of any security interest in Our Equipment (except a security interest in our favour).

10.4 We are not responsible for Your Equipment. You must ensure that Your Equipment is:

(a) compatible with the Payments Solution; and

(b) maintained, including by ensuring that it is used, and all applicable security and other patches are applied, in accordance with the manufacturer’s recommendations.

10.5 You acknowledge and agree that we may, at any time in our sole and absolute discretion, on prior written notice to you, choose to replace or update Our Equipment where we reasonably believe this is required to ensure optimal provision of the Payments Solution. Unless stated otherwise in a Quote, we will be responsible for the costs incurred to replace or update Our Equipment in the following circumstances only:

(a) if the replacement is required due to a defect under warranty has been caused by us or Our Personnel, or we are not permitted to charge you by law;

(b) if you pay for the use of Our Equipment on the basis of an ongoing monthly subscription, and provided that you are not liable for such replacement pursuant to clause 10.7; and

(c) where such replacement or update is required to ensure compliance with applicable Payment Card Industry Data Security Standards,

and in all other circumstances, you will be liable for the costs incurred to replace or update Our Equipment.

10.6 If we elect to replace or update Our Equipment in accordance with clause 10.5, you must provide all necessary assistance and cooperation reasonably required by us to enable the replacement or update.

10.7 You acknowledge and agree that after we deliver Our Equipment to you, you are liable for any loss or damage to Our Equipment and will be responsible for the cost of its replacement, except to the extent caused or contributed to by us or Our Personnel or as otherwise covered under warranty. If Our Equipment is damaged or not operational for any reason at any time during the Term you must immediately notify us and return Our Equipment to us to be assessed.

10.8 If you return Our Equipment to us in accordance with clause 10.7 we may, following an assessment and in our sole and absolute discretion, determine the equipment to be faulty due to damage by You and choose to either repair or replace Our Equipment. You acknowledge and agree that if you are found to be at fault for any damage, you will be liable for the amount equal to that which is required for such repair or replacement of Our Equipment and any associated handling or service fees (including any delivery or postage costs).

10.9 On termination or expiry of this Agreement for any reason, you acknowledge and agree that you must return Our Equipment to us as soon as reasonably possible. If required by law, we will be responsible for the proper disposal of Our Equipment in accordance with the applicable rules and regulations and accept all costs associated therewith.

10.10 We reserve the right to charge you a fee for any of Our Equipment that is not returned in accordance with clause 10.9.

11. Title to the Oolio Payments Hardware

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

11.2 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.

11.3 You must not sell or otherwise dispose of the Oolio Payments Hardware during the Term, or anytime thereafter.

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

11.5 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:

(a) create or allow any interest (except a security interest in our favour) in, or dispose or part with possession of, the Oolio Payments Hardware;

(b) allow the Oolio Payments Hardware to be removed from any Site;

(d) grant any security interest in relation to the Oolio Payments Hardware, without our prior written consent.

11.6 If you deal with the Oolio Payments Hardware in contravention of clause 11.5, 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.

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

(a) are a bailee of the Oolio Payments Hardware;

(b) 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;

(d) must affix labels to the Oolio Payments Hardware that state that the Oolio Payments Hardware is owned by us;

(e) 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

(f) 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.

11.8 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 11.8. If we retake possession of any Oolio Payments Hardware, we may deal with it as we think fit.

12. Security Interest

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

12.2 You consent to us perfecting any security interest arising in connection with an Agreement by registering/filing 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:

(a) is enforceable, perfected and otherwise effective; and

(b) has priority over all other security interests.

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

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

12.5 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.

12.6 Where the PPSA is applicable, 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:

(a) section 95 (notice of removal of accession), to the extent that it requires us to give a notice to you;

(b) section 96 (when a person with an interest in the whole may retain an accession);

(d) section 125 (obligation to dispose of or retain collateral);

(e) section 130 (notice of disposal), to the extent that it requires us to give a notice to you;

(f) section 132(3)(d) (contents of statement of account after disposal);

(g) section 132(4) (statement of account if no disposal);

(h) section 142 (redemption of collateral); and

(i) section 143 (reinstatement of security agreement).

13. Your Obligations

13.1 You must ensure that any person who accesses and/or uses the Payments Solution (each, an End User):

(a) complies with all applicable Documentation, Applicable Law and our directions and policies (including any security policy and our AUP) in the course of such access and/or use;

(b) does not infringe or permit any person to infringe any of our, or our licensors’, IPR;

(c) provides us with access to Your Data, Your Personnel, Your Equipment and any cooperation and assistance reasonably required by us to carry out our obligations under the Agreement;

(d) does not provide their passwords or other access credentials for the Payments Solution to any other person; and

(e) immediately notifies us of any unauthorised or suspected unauthorised use or disclosure of any access credentials for the Payments Solution.

13.2 You must:

(a) ensure that you maintain a reliable internet connection for us to use to connect remotely to Your Equipment (and where Our Equipment is installed at the Site, Our Equipment) where reasonably required by us to provide the Payments Solution (except where the Payments Solution includes an internet connection);

(b) ensure that your premises are suitable and maintained in a manner suitable for the use of the Payments Solution;

(c) procure and maintain in good working order all building cabling (existing and new) at the Site in accordance with all applicable industry standards necessary for the Payments Solution; and

(d) not do anything, or allow any of Your Personnel to do anything, that interferes with or prevents the proper functioning of the Payments Solution.

13.3 The availability of the Payments Solution will be subject to any bandwidth limitations, internet and network downtime and congestion, database size limitations, throughput limitations and other technical and non-technical limitations or restrictions as set out in the Specifications and/or Documentation.

13.4 You must not remove, or allow any person to remove, any trade marks, copyright notices, or any confidentiality legend, notice or other means of identification, used on or in relation to the Payments Solution.

13.5 Unless otherwise expressly specified in the Agreement, you must not, and must not permit any person to, use the Payments Solution:

(a) to copy, alter, modify, tamper with, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Payments Solution;

(b) in a manner that in any way breaches Applicable Laws or violates all or any legal rights of any person in any jurisdiction (including any person's privacy, such as by way of identity theft or "phishing");

(c) to license, sublicense, resell, assign, transfer, distribute, or provide others with access to, the Payments Solution without our written consent;

(d) to develop or manufacture any competing product or service;

(e) to “frame”, “mirror” or serve the Payments Solution on any web server or other computer server over the Internet or any other network;

(f) to infringe our or any third party’s IPR;

(g) to store, transmit, distribute or introduce malicious programs into our systems, network or servers (e.g., viruses, worms, trojan horses, e-mail bombs);

(h) make fraudulent offers of goods or services;

(i) to create derivative works from or any other material including, incorporating, using or adding to any of Our IPR;

(j) to carry out security breaches or disruptions of network communication (security breaches include, accessing data of which you are not an intended recipient, logging into a server or account that you are not expressly authorised to access, corrupting any data, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes);

(k) in any way that causes damage or injury to any person or property;

(l) to execute any form of network monitoring which will intercept data not intended for you; or

(m) to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or Third Party Providers.

13.6 You must indemnify us from and against all and any loss or damage that we suffer or incur as a result of any breach of clause 13.5 by you or your End Users.

13.7 You must promptly notify us if you become aware that:

(a) any person has breached, or is likely to breach, clause 13.5; and

(b) if any person alleges that the Payments Solution breaches any third party IPR or other rights, and fully cooperate with us in connection with any such claims.

13.8 You agree and will ensure that:

(a) we have full control over any action and proceedings that we may wish to commence or pursue in connection with any of Our IPR; and

(b) you do not take any action or step (including in any proceedings) in connection with Our IPR (including by challenging Our IPR) in the Payments Solution.

14. Changes in your details

14.1 You must notify us in writing at least 14 days before you:

(a) change your name;

(b) change your place of registration or incorporation;

(c) change or apply for an Australian Company Number, Australian Business Number, Australian Registered Body Number, Australian Registered Scheme Number or other applicable company registration number; or

(d) change your bank account that you nominate to receive your funds settled to.

14.2 You must notify us if anything mentioned in clause 14.1 occurs immediately on becoming aware of it.

15. Payment and Fees

15.1 You will pay all Fees to us in accordance with the payment terms specified in the applicable Quote. Unless otherwise specified in the Quote, you must pay the Fees in the local currency of the Jurisdiction.

15.2 Where applicable and as set out in the relevant Quote, you may be required to complete a credit application, direct debit form and/or obtain a guarantee for payment of amounts payable by you under this Agreement.

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

15.4 Except as otherwise set out in a Quote, the Fees are exclusive of all taxes such as GST and any other value-added taxes applicable in the relevant Jurisdiction. You agree to pay all such taxes to us, in respect of any Supply (as that term is defined in the GST Law) made for the purposes of an Agreement. You must pay all such taxes, at the same time as the Fees.

15.5 If you fail to make any payment due to us in accordance with this Agreement then, without limiting our rights and remedies:

(a) we may suspend our obligations under the Agreement (in whole or in part) and your access to the Payments Solution (in whole or in part) until you pay any outstanding amounts;

(b) you shall pay interest on the overdue amount at a rate equal to 2% per annum above the current overdraft rate that we have with our principal banker from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and you shall pay the interest together with the overdue amount upon demand by us;

(c) you must indemnify us from and against all and any legal costs and disbursements (on a full indemnity basis) that we incur in connection with your failure to pay any monies in accordance with this Agreement, including any debt recovery fees, and any legal costs and expenses (including solicitors fees, barristers fees and disbursements on a full indemnity basis) that we are required to pay in connection with any legal proceedings commenced to recover any monies that you owe to us;

(d) we may refuse to deliver any component of the Payments Solution that has not yet been delivered by us under the Agreement;

(e) we may deduct any monies owed by you to us under the Agreement from any deposit or other advance payment made by you in connection with any Agreement and require you to replenish the deposit or advance payment within 7 days;

(f) we may repossess any components of the Payments Solution or any of Our Equipment already delivered to you that you have not fully paid us for (at your expense); and/or

(g) we may terminate the Agreement under clause 26.1.

15.6 We may increase the Fees payable under an Agreement:

(a) annually by 3% or CPI, whichever is greater; and

(b) at any other time to accommodate any currency fluctuations.

15.7 Without limiting any of our other rights under the Agreement, we (including without limitation Our Personnel) may deduct or set off from payments to you or amounts held on your behalf, any amounts which:

(a) you must reimburse us;

(b) we pay on your behalf;

(d) relate to a claim to money which we, or any of our Oolio Group Entities, may have against you whether for damages or otherwise.

15.8 You acknowledge and agree that we may, in our sole and absolute discretion, elect to recover any amounts owing to us or any of our Oolio Group Entities, whether under this Agreement or otherwise, including amounts under clauses 17.5(a) and 17.5(b), by withholding the amount due from settled funds and/or direct debiting your account in accordance with the terms of your direct debit form. If we exercise this right, we will provide you reasonable prior notice of the amount that will be debited and the date that this will take place unless the recovery of amounts relates to theft, fraud or other credit or security risk in which case we may recover the amounts without prior notice to you.

15.9 The Fees may include merchant service fees, as set out in the Quote. The merchant service fees agreed under a Quote are subject to the Sites and supported payment methods detailed in the Quote and your continued compliance with this Agreement, including compliance with clauses 17 and 25.9. We reserve the right to adjust the merchant service fees under a Quote where:

(a) required as a result of your non-compliance with this clause 15.9;

(b) there is a change to the wholesale fees, including fees charged by the Scheme Owners, our Acquirers, interchange fees, or as a result of regulatory changes.

15.10 We may offer you discounts or other pricing promotions in a Quote. Where applicable, such discounts or pricing promotions will apply in accordance with any terms set out in the Quote.

15.11 If any new or amended Applicable Law comes into force after the Commencement Date which directly and materially increases our costs to provide the Payments Solution, we may increase the Fees to the extent reasonably necessary to recover that increased cost on 30 days’ notice. Any such increase must be reasonable and limited to the demonstrable increase in cost. We will provide you with reasonable supporting evidence of the cost increase where requested. If you do not agree to the Fee increase, you may terminate this Agreement without penalty on 30 days’ written notice.

16. Change Control

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

16.2 We may (but are not obliged to):

(a) 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

(b) prepare a written quote for the implementation of the change (if we offer to implement the change at a fixed price);

(d) notify you of any effect that the requested change may have on the Implementation Plan.

16.3 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.

16.4 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.

17. Your obligations in relation to the Payments Solution

17.1 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.

17.2 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.

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

17.4 You must:

(a) promptly inform us in writing 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.

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

(a) are responsible for payment of your Merchant Deposit to us or the payment Acquirer where required;

(b) are responsible for the payment of all Refunds and Chargebacks and any costs or expenses related to same or otherwise related to the processing of payments. 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 15;

(c) 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 15;

(d) must comply with your legal obligations to your customers, including with respect to the delivery of goods or services to customers;

(e) must not use the Payments Solution for:

(i) 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;

(ii) the benefit of any business that we have identified as a Restricted Business (including to facilitate donations to any Restricted Business); or

(iii) any Restricted Activities;

(f) must comply with all Applicable Laws, industry codes and rules that apply to your business;

(g) without limiting the restrictions set out in clause 17.5(e)(i), if you process Pre-Payments, on our request must provide us with:

(i) information about Transactions, including Pre-Payments, you have processed or may process, including the number, frequency or value of such Transactions;

(ii) information for us to assess or review your creditworthiness; and/or

(iii) 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

(h) 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

(i) if you process MOTO Transactions, you:

(i) 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); and

(ii) acknowledge that you understand the risks and limitations associated with MOTO Transactions and execute any further documentation requested by us.

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

(a) confirm to the customer the amount of the Transaction, the type of Transaction (e.g. sale or refund), the card details, the receipt number and your business name;

(b) 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;

(c) 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

(d) 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.

17.7 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.

17.8 In addition to your other obligations in this Agreement, if you use Oolio QR Fallback to process any Transaction, you acknowledge and agree that:

(a) DeliverIT will act as the merchant of record for all Transactions processed in connection with Oolio QR Fallback;

(b) we will use third party products and services to provide Oolio QR Fallback;

(c) you consent to us providing your information, including your name, address, phone number and payout bank account details to DeliverIT and any third party product and service provider we use for the purposes of performing the obligations and exercising the rights set out in this clause 17.8;

(d) DeliverIT will hold all proceeds of any Transactions processed using Oolio QR Fallback on behalf of you, and you direct DeliverIT to:

(i) deduct from such proceeds any Fees payable by you to us connected with such Transactions;

(ii) distribute to us any Fees payable by you to us connected with such Transactions; and

(iii) distribute the balance of any such proceeds to you in accordance with any instructions provided by you to us from time to time;

(e) we will use reasonable endeavours to ensure the amount contemplated in clause 17.8(d)(ii) is distributed to you on a weekly basis;

(f) 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

(g) you understand that payments made via QR Fallback are considered 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 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 CNP Transactions, including any resulting non-compliance with any Scheme Rules.

17.9 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.

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

17.11 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.

17.12 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.

17.13 You warrant that all documents and information provided by you in accordance with clauses 3.1(b), 17.11 and 17.12 are complete, true and correct.

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

17.15 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:

(a) repeatedly infringe the AUP; or

(b) commit a material breach of the AUP or this Agreement.

17.16 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:

(a) if we reasonably determine that you have failed to comply with clause 17.11:

(i) within a reasonable timeframe following a request by us; and/or

(ii) in accordance with clause 17.13;

(b) if you do not use the Payments Solution to process a Transaction for more than 30 days at any time;

(d) 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;

(e) if our agreement with the Payment Processor is terminated or expires;

(f) where you and/or your Licensed Users repeatedly infringe the AUP or commit a material breach of the AUP or the Agreement; and/or

(g) where we are otherwise permitted to do so under the Agreement.

17.17 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 by you and/or your Licensed Users of:

(a) the AUP or other provision of this Agreement;

(b) Scheme Rules;

(d) Applicable Law.

17.18 You acknowledge that the integrity of the Payments Solution is protected by technical protection measures to prevent IPR, including copyright, in the Payments Solution from being misappropriated.

17.19 You must not attempt, and ensure that your Licensed Users do not attempt, to remove or circumvent any technical protection measures in the Payments Solution.

17.20 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.

17.21 You must notify us in writing immediately of any:

(a) Change of Control;

(b) Insolvency Event;

(c) any changes affecting you, the nature of your business activities, beneficial owners, or other important information; or

(d) any other change in circumstance which may impact an Approval.

17.22 At any time following receipt of a notice in accordance with clause 17.21, 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 3.

17.23 You agree that we can obtain information and reports from credit reporting agencies about your commercial creditworthiness in order to consider your credit application and you consent to us conducting credit checks on you including through Equifax or other credit reporting bodies.

17.24 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 17.

18. Ownership

18.1 As between you and us, all of the IPR 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.

18.2 As between you and us, all of the IPR 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.

18.3 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.

18.4 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 IPR) in and to the Payments Solution, Documentation and Implementation Plan.

18.5 You must prevent any infringement of our or our third party licensors’ IPR 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:

(a) 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;

(b) implement suitable disciplinary procedures for, and immediately notify us of, any employees who make unauthorised use of the Payments Solution;

(d) 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.

19. Initial Training

19.1 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.

19.2 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.

20. Your Data

20.1 Data in any form entered into, uploaded into or generated from the Payments Solution (Your Data) is, as between you and us, owned by you and the Agreement does not transfer any IPR in Your Data to us.

20.2 You hereby grant us a non-exclusive, transferable, assignable and sub-licensable, worldwide, irrevocable, perpetual licence to collect, record, organise, structure, use, store, adapt, modify, alter, retrieve, disclose, disseminate, align, combine, erase, destroy, commercialise and exploit Your Data:

(a) to perform our obligations under the Agreement;

(b) to comply with our legal obligations; and

20.3 You must ensure that:

(a) your End Users are fully entitled (and where applicable, licensed) to disclose Your Data to us;

(b) all of Your Data is accurate and up-to-date; and

(c) the exercising of our rights under the licence granted pursuant to clause 20.2 by us and/or Our Personnel does not breach any Applicable Law or any person’s rights; and

(d) you have obtained all necessary consents required for us and/or Our Personnel to exercise our rights under the licence granted pursuant to clause 20.2.

20.4 Some of our products and services may be “cloud-based” services and hosted using physical servers located in third party data centres (or any virtual servers implemented on those physical servers). For cloud-based products and/or services, Your Data may be hosted by us or our Third Party Providers on hardware or infrastructure located inside or outside Australia that may or may not be owned by us.

20.5 Data loss and corruption is unpredictable and can occur from time to time. In the event of any loss, destruction, alteration, corruption or damage to any of Your Data that is stored in the Payments Solution, subject to any non-excludable remedies available to you under Applicable Law:

(a) your sole and exclusive remedy as against us, shall be to request that we use reasonable endeavours to restore that data from the latest back-up that we or Our Personnel maintain; and

(b) we shall not have any liability for any such loss, destruction, alteration, corruption or damage, or for any unauthorised access or disclosure, to Your Data unless it is caused by our wilful misconduct or intentional breach of the Agreement.

20.6 For the avoidance of doubt, we do not provide data backup services unless an applicable Quote clearly states that they will be provided.

20.7 You acknowledge and agree that:

(a) we may provide Your Data and any information or documents received in connection with your receipt of the Payments Solution to any Oolio Group Entity as reasonably required for us to provide the Services;

(b) each Oolio Group Entity may use Your Data and any such information or documents for any purpose in connection with this Agreement or the provision of Services to you, including without limitation to assist with the performance of our obligations, providing loyalty programs and direct marketing purposes; and

20.8 You hereby indemnify us in respect of any loss and damage that we may suffer or incur as a result of any third party claim that:

(a) the exercising of our rights under the licence granted pursuant to clause 20.2 by us and/or Our Personnel; or

(b) access to and/or use of Your Data by any End User,

21. Tokenisation of End User Card Data

21.1 Use of the Payments Solution by End Users may facilitate tokenisation of the End User’s card data. Where payment tokenisation is applies, we will store and use End User tokens to process Transactions and may share the tokens with the Oolio Group Entities for the purposes of providing services to End Users.

21.2 You are responsible for obtaining explicit consent from End Users to tokenise End User card data in accordance with Applicable Law.

22. Our Intellectual Property

22.1 As between you and us, we own all IPR in:

(a) the Payments Solution (including any software, Source Code, Object Code, databases and database structures that are incorporated into, installed on, or supplied in connection with, the Payments Solution);

(b) any modifications, improvements, inventions, discoveries, upgrades or updates to the Payments Solution (whether made or suggested by or on our behalf or by you or on your behalf); and

(c) all reports and other output (except to the extent that it comprises Your Data) made available in or via the Payments Solution; and

(d) any software tools, libraries, reports, configurations, Source Code, Object Code and reports that we develop at any time,

(collectively, Our IPR).

22.2 You must not represent that you own any of Our IPR.

22.3 You must not, and must ensure that Your Personnel do not, directly or indirectly do anything that would or might invalidate, jeopardise, limit, interfere with or put in dispute Our IPR, nor authorise the commission of any act that would or might be inconsistent with Our IPR.

22.4 You hereby assign to us all and any IPR in all and any modifications, improvements, inventions, discoveries, upgrades, updates and comments that you or your employees make with respect to the Payments Solution and any requests for new features, that you and/or your employees may make or suggest regarding them (each, an Improvement). Each such Improvement becomes our sole and exclusive property upon assignment to us. The assignment is effective when you and/or your employees make or suggest the Improvement including under section 197 of the Copyright Act 1968 (Cth) and in equity. You must procure from your employees, and on request by us, supply to us, an irrevocable and freely given written consent from each of them to the infringement of any Moral Rights that they may have in any Improvement by us or any third parties that we authorise.

23. Privacy and Data Protection

23.1 You must process, use and disclose all Personal Information:

(a) in compliance with the Data Protection Laws (regardless of whether or not you are otherwise obliged to comply with the Data Protection Laws); and

(b) only for the purposes of performing its obligations under this Agreement.

23.2 You acknowledge that we may process, collect, use and disclose Personal Information in accordance with our privacy policy available on our website. This may include using any information provided by you in connection with this Agreement to undertake creditworthiness checks and other reference checks and you hereby consent to us running such checks.

23.3 You must obtain any necessary consents from, and make any necessary disclosures to, all relevant individuals for the purpose of disclosing their Personal Information to us under this Agreement and to enable us to store and use any Personal Information in the manner contemplated by this Agreement, including consent for us to transfer Personal Information outside the relevant Jurisdiction in connection with the Payments Solution, and must otherwise comply in all respects with its obligations under the Data Protection Laws in respect of any Personal Information disclosed to us.

23.4 You must give all assistance required by us from time to time in relation to compliance by us with the Data Protection Laws, or any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner/Information Commissioner’s Office regarding the Personal Information disclosed to us under this Agreement.

23.5 You indemnify us against all costs, expenses, losses, proceedings and claims of any nature suffered, brought or incurred directly or indirectly as a result of a breach by you of your obligations under this clause 23.

23.6 You must:

(a) comply with our reasonable directions, in connection with the obligations of the parties under the Data Protection Laws or in connection with policies (including privacy policies) developed by us from time to time to comply with the Data Protection Laws;

(b) comply with any directions of us or an individual to whom the Personal Information relates, about access to, or correction of, Personal Information;

(c) comply with any request or direction of us, arising directly from or in connection with the exercise of the functions of the Privacy Commissioner/Information Commissioner’s Office under the Data Protection Laws, or otherwise including the issuing of any guideline about the handling of Personal Information; and

(d) not disclose Personal Information overseas without our prior written consent, and if that consent is given, you must take reasonable steps to ensure the recipient complies with the Data Protection Laws and is required to comply with our directions about Personal Information.

23.7 You must immediately notify us if you become aware that a disclosure of Personal Information may be required by law.

23.8 Each party must take all necessary steps to ensure that:

(a) it uses and discloses Personal Information only as required by our privacy policy and the Privacy Laws; and

(b) solely for the purpose of performing its obligations under this Agreement;

(c) the Personal Information it uses and discloses is protected against loss and against unauthorised access, use, interference, modification, disclosure or other misuse; and

(d) all personnel who have access to and/or process Personal Information are obliged to keep the Personal Information confidential.

23.9 You must notify us immediately if you become aware of any breach of this clause 23.

23.10 Clauses 23.11 to 23.15 apply if:

(a) there is any unauthorised access to, or unauthorised disclosure of, any Personal Information; or

(b) any Personal Information held by either party in connection with this Agreement is lost in circumstances where unauthorised access to, or unauthorised disclosure of, Personal Information is likely to occur (a Data Breach).

23.11 If you become aware of any actual or suspected Data Breach, you will, as soon as reasonably practicable notify us in writing of the Data Breach.

23.12 If we become aware of any actual or suspected Data Breach, we will, as soon as reasonably practicable:

(a) notify you in writing of the Data Breach;

(b) undertake an investigation to determine the extent to which the Data Breach concerns any Personal Information and providing the results of the investigation to you ; and

(c) implement any reasonable mitigation strategies to reduce the impact of the Data Breach or the likelihood or impact of any future similar incident.

23.13 We will be entitled to charge reasonable fees for our services under clause 23.12 if the Data Breach is not caused as a direct result of our negligence.

23.14 We will review any Data Breach that involves us or the Payments Solution and may provide input into the handling of the Data Breach.

23.15 In respect of any Data Breach concerning any Personal Information, and without limiting each party's obligations under the Data Protection Laws, the parties agree that you shall have sole responsibility for:

(a) determining whether a Data Breach amounts to notifiable data breach under the Data Protection Laws;

(b) carrying out any assessment of a suspected notifiable data breach as required under the Data Protection Laws, and we will cooperate with your reasonable requests in relation to any such assessment;

(c) preparing any statement of notification required by the Data Protection Laws, and we must cooperate with your reasonable requests in relation to any such statement; and

(d) carrying out any notification required by the Data Protection Laws, and we must cooperate you’re your reasonable requests in relation to any such notification.

24. Confidentiality

24.1 Each party may receive Confidential Information from the other party (disclosing party) during the Term.

24.2 The party who receives Confidential Information from the disclosing party (receiving party) may not, at any time without the disclosing party’s prior written consent, use and/or disclose any Confidential Information, other than to:

(a) exercise its rights (including by exercising its rights under any licence granted to it under this Agreement); and

(b) perform its obligations,

under the Agreement or comply with Applicable Law.

24.3 Where we are required to do so under any contract with any supplier, we may disclose your Confidential Information to the supplier, including, where the supplier provides us with services that we use to provide the Payments Solution.

24.4 Confidential Information does not include information:

(a) that is independently developed, obtained or known by the receiving party, without breaching any obligation of confidence to the disclosing party;

(b) that the receiving party can prove was already known to it at the time of disclosure to it by the disclosing party;

(c) that is in the public domain, except where due to a breach of the Agreement or any breach of any obligation of confidence; or

(d) that the receiving party must disclose under Applicable Law or the rules of any stock exchange on which it or its holding company is listed.

24.5 Notwithstanding any other provisions of this Agreement, we may include your name, logo and location, as well as a general description of the Payments Solution that you obtain from us, in any marketing, sales or promotional material that we publish (including on any website or software product or elsewhere).

24.6 Notwithstanding the definition of “Confidential Information”, Your Data is not subject to the provisions of this clause 24.

25. Liability

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

(a) your Merchant Deposit;

(b) all Refunds and Chargebacks; and

(c) 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/or your Account Holders.

25.2 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 15 or 17.5 as and when due.

25.3 We are not liable for:

(a) the creditworthiness or fraud of any person whose payment is processed by you using the Payments Solution;

(b) 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;

(d) any failure to perform or deliver the Payments Solution caused by any breach of the Agreement by you or Your Personnel.

25.4 The output of the Payments Solution (including any report generated from the Payments Solution) does not and shall not constitute our advice, including financial, legal or other advice. You must obtain all appropriate professional, financial, legal and other advice as applicable before relying on the output that you obtain from the Payments Solution. You must not represent (either expressly or implied) that the output of the Payments Solution is or may constitute our advice.

25.5 Excluding your obligation to pay the Fees and any amount referred to in clause 17.5, we and Our Personnel are not liable to you, and you are not liable to us or Our Personnel, for any loss of profits, loss of business opportunity, loss of revenue (other than caused by your failure to pay the Fees), loss of savings or loss of data, indirect or consequential loss, whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage was foreseeable or not.

25.6 To the extent permitted by law and where not already excluded, the total liability of us and Our Personnel for loss or damage arising under or in connection with this Agreement is limited in the aggregate to:

(a) where the relevant loss or damage relates to a specific Quote, an amount equivalent to the total Fees (excluding the cost of any purchased equipment) paid by you in the 6-month period prior to the date of the relevant claim in respect of that Quote; and

(b) in all other circumstances, an amount equivalent to the value of the total Fees (excluding the cost of any purchased equipment) paid by you under this Agreement in the 6-month period prior to the date of the relevant claim.

25.7 The limitation set out in clause 25.6 is an aggregate limit for all claims, whenever made.

25.8 Each party’s liability is reduced to the extent that the other party or its Personnel caused or contributed to the loss or damage.

25.9 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 Applicable Laws and Scheme Rules governing Surcharges in any relevant jurisdiction, and:

(a) Part IVC of the Competition and Consumer Act 2010 (Cth) in respect of payment surcharges; and

(b) 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.

Where considered necessary to ensure compliance with Applicable Laws, Scheme Rules or guidelines, standards or other directions issued by any responsible body including the Reserve Bank of Australia, Australian Competition & Consumer Commission or NZ Commerce Commission, we reserve the right at any time to cease or block functionality in the Payments Solution that permits Surcharges being charged to your customers.

25.10 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.

26. Termination

26.1 A party (the first party) may terminate an Agreement by written notice to the other party if the other party (the defaulting party) commits a breach of the Agreement that is not remediable, or if the breach is a remediable breach and the defaulting party fails to remedy the breach within 14 days of written notice from the first party requiring the breach to be remedied.

26.2 We may terminate our provision or supply of the Payments Solution to you under an Agreement, if:

(a) you undergo a Change of Control without our prior written consent;

(b) you breach, challenge or dispute the validity of any of Our IPR;

(c) you purport to assign any of your rights or novate any of your obligations under the Agreement without our prior written consent;

(d) you breach any Applicable Law or any person’s rights;

(e) we reasonably suspect, in our sole and absolute discretion, that you may be ineligible to receive the Payments Solution due to fraud, credit risk, or other associated risk;

(f) the bank account owned and operated by you that is associated with our delivery of the Payments Solution experiences a negative balance on 3 or more occasions;

(g) your Approval is refused or revoked in accordance with clause 3;

(h) a Third Party Provider ceases to provide hardware, software, products or services that we require to comply with our obligations to supply the Payments Solution to you;

(i) a termination right arises under clauses 17.15 or 17.16; or

(j) you fail to meet the average monthly transaction volume set out in a Quote in 2 or more quarters.

26.3 Either party may terminate an Agreement by written notice to the other party if the other party suffers an Insolvency Event.

26.4 If an Agreement is terminated for any reason:

(a) you shall, at our option and upon our request, promptly return or destroy all copies of our Confidential Information in your possession or control;

(b) you shall pay to us all monies payable, due for payment or owing by you under the Agreement, including any Fees due;

(c) you shall pay to us all reasonable costs and expenses that we incur in connection with the termination of the Agreement, including any terminal collection fees, debt collection and legal costs and expenses (including solicitor and barrister fees and disbursements on a full indemnity basis), except where the Agreement is terminated for our breach;

(d) we shall, at your option and upon request, promptly return or destroy all copies of Your Confidential Information in our possession or control;

(e) we shall henceforth cease to have any further obligation to deliver or provide the Payments Solution;

(f) any licenses and rights granted by us to you pursuant to the Agreement immediately terminate; and

(g) we may retake possession of (and deal with, in our discretion) Our Equipment, and you acknowledge and agree that you will be solely responsible for any terminal collection fees associated with effecting such repossession.

26.5 Clause 26.4 does not apply to any information that a party is required to retain in order to comply with Applicable Law.

26.6 Without limiting any other rights or remedies available to us, if an Agreement is terminated prior to the expiry of the Minimum Period (other than due to our breach or if we suffer an Insolvency Event), you will pay any outstanding amounts that we calculate or reasonably estimate would have been payable by you under the Agreement for the Payments Solution during the remainder of the Minimum Period which, for the avoidance of doubt, includes (but is not limited to) any terminal fees (collectively, the Outstanding Amount). If an Outstanding Amount is payable, we shall send you a tax invoice in respect of the Outstanding Amount and you will pay that invoice within 30 days. You agree that:

(a) payment of the Outstanding Amount is not intended to be, and will not be construed as punitive and will compensate us for reasonable losses resulting from early termination of the Agreement; and

(b) the Outstanding Amount is no more than is necessary to compensate us for our genuine pre-estimate of loss that we will suffer as a result of the early termination of an Agreement.

26.7 Any rights or obligations that, by their nature, survive termination or expiry shall so survive termination or expiry of an Agreement, including any provision dealing with confidentiality, IPR, obligations on termination, liability, indemnities, dispute resolution and jurisdiction.

26.8 Termination does not affect any accrued rights of either party.

27. Force Majeure Event

27.1 We are not liable for any failure by us to perform our obligations under the Agreement if such failure was caused by a Force Majeure Event.

27.2 If a Force Majeure Event continues for 30 consecutive days, we may terminate the Agreement by written notice to you.

28. Insurance

28.1 We will, at our own cost and expense, obtain and maintain during the term of the Agreement and for three (3) years thereafter, the following insurances for all and any claims arising in connection with the performance of the Agreement:

(a) workers compensation insurance covering liability for your employees;

(b) public liability insurance in the sum of twenty million dollars ($20,000,000) in respect of each claim;

29. Trustee Provisions

29.1 This clause 29 applies if you enter into an the Agreement as a trustee of a trust (Trust).

29.2 You represent and warrant to us that:

(a) the Trust has been validly created and is in existence as at the date of the Agreement;

(b) the Trust is solely constituted by the trust deed of the Trust as varied (if at all);

(c) the trustee has been validly appointed as trustee of the relevant Trust, is the sole trustee of the Trust and no action has been taken or is proposed to be taken to remove it as trustee of its Trust;

(d) the trustee has power and authority under the Trust to enter into the Agreement and perform its obligations under the Agreement;

(e) the trustee enters into this Agreement for a proper purpose of the Trust;

(f) the trustee has the right to be indemnified fully out of the Trust property before the Trust’s beneficiaries for all liabilities the trustee may incur under or in connection with the Agreement;

(g) there are no proceedings which could have a material effect on the assets or financial position of the Trust; and

(h) no action has been taken or is proposed to be taken to terminate the Trust.

29.3 You must not, without our prior written consent, distribute any capital of the Trust, retire as trustee or be replaced as trustee, re-settle the Trust, amend the trust deed of the Trust or otherwise vary the terms of the Trust, grant a security interest over any of the assets of the Trust, or breach any terms of the Trust, and the trustee must notify us in writing immediately if any of these events occur.

29.4 You acknowledge and agree that in enforcing any security interest provided for by an Agreement, we may have recourse to and may satisfy any of the trustee liability directly out of the Trust assets.

30. Notices

30.1 All notices required or permitted to be made under an Agreement shall be in writing in English and shall be deemed delivered if:

(a) delivered in person;

(b) sent by post to the recipient’s postal addresses identified in the relevant Quote; or

30.2 Notice shall be deemed to have been validly and effectively given:

(a) if delivered in person, upon delivery;

(b) if sent by post, 6 Business Days after posting if posted domestically in Australia, or 20 Business Days after posting if posted to or from Australia from any other country; and

30.3 Any party may change its address for notice hereunder by giving written notice to the other party in accordance with this clause 27.

31. General

31.1 Subject to clause 31.2, a party may not assign its rights or novate its obligations under an Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, and without limiting our rights under clause 26.2(a), you acknowledge and agree that you must notify us in writing of any actual or potential Change of Control event as soon as reasonably practicable after becoming aware of that event.

31.2 We may assign or novate our rights and/or obligations under an Agreement at any time in connection with any corporate restructure, merger or acquisition, without your prior written consent.

31.3 If any provision of an Agreement is deemed invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain enforceable.

31.4 The relationship between you and us is non-exclusive and nothing in an Agreement will prevent us from supplying any goods or services to any third party in our absolute discretion. We are an independent contractor and nothing contained in an Agreement creates any relationship of partnership, employment, joint venture or agency between the parties.

31.5 Each Agreement is the entire agreement between you and us about its subject matter and supersedes all other proposals, arrangements or agreements between you and us about its subject matter.

31.6 We may amend the terms of this Agreement by giving you at least 30 days written notice. If the change has a material adverse effect on you, you may, within 60 days of receipt of the amendment notice and by providing no less than 30 days prior written notice, notify us that you do not accept these changes and that you wish to terminate this Agreement. Where we do not withdraw the proposed amendments during such notice period, this Agreement will terminate on expiry of such notice. For the avoidance of doubt, you will not be entitled to terminate the Agreement if we withdraw such change.

31.7 We may be required to amend the terms of this Agreement from time to time to comply with law or to otherwise comply with the terms of our third-party acquirers. If we are required to amend the terms of this Agreement in accordance with this clause 31.7, you acknowledge and agree that:

(a) we may not, in all circumstances, be able to provide you with 30 days prior notice (noting that the timeframe required for the change to ensure compliance may be shorter), but will provide as much notice as is possible; and

(b) you will not have the right to terminate under clause 31.6.

31.8 Our rights under an Agreement may not be waived except in writing signed by us.

31.9 Each Agreement is governed by the laws in force in the State of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts located in the State of New South Wales and the courts of appeal from them in relation to any proceedings and disputes concerning the Agreement.

32. Definitions

32.1 In this Agreement, 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.

Agreement has the meaning given to it in clause 1.4.

Applicable Law means any legislation, rule of the general law, including common law and equity, judicial order or consent or requisition from, by or with any governmental agency, including any Data Protection Law, in any applicable Jurisdiction.

Approval has the meaning given to that term in clause 3.1.

AUP means the Oolio Acceptable Use Policy, as amended from time to time and made available at Attachment A to this Agreement.

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.

Business Day means a day that is not Saturday, Sunday, or public holiday in Melbourne, Victoria, Australia or Auckland, New Zealand, as appropriate.

Change of Control means a change in the beneficial ownership of more than 50% of:

(a) the issued share capital of a company; or

(b) the legal power to direct or cause the direction of the general management of the company.

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 the Payment Processor, to enable the Payment Processor to return such funds to the Scheme Owner or Acquirer (as applicable).

CNP Transaction means a card-not-present transaction, which occurs 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.

Commencement Date has the meaning given to it in clause 2.1.

Confidential Information of a party means the terms and existence of this Agreement and any Quote and any information:

(a) relating to the business and affairs of that party;

(b) relating to the customers, clients, employees, sub- contractors or other persons doing business with that party;

(d) which is designated as confidential by that party; or

(e) which the other party knows or ought to know, is confidential,

and includes all trade secrets, knowhow, financial information and other commercially valuable information of that party.

Consumer Law means as applicable, the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth); or the New Zealand Consumer Law set out in the Fair Trading Act 1986 (NZ), Consumer Guarantees Act 1993 (NZ), and Part 3 of the Contract and Commercial Law Act 2017 (NZ).

CPI means the percentage increase (if any) published in the Australian Bureau of Statistics (ABS) Consumer Price Index (All Groups) Weighted Average of Eight Capital Cities (Australian Bureau of Statistics 6401 Consumer Price Index Table) over the immediately preceding twelve (12) month period.

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

Data Protection Laws means all applicable data protection and privacy laws in any applicable jurisdiction, including the Privacy Act 1988 (Cth) and the Privacy Act 2020 (NZ).

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.

Documentation means any user manuals, notes, technical instructions and documentation issued to you by us in respect of the Payments Solution.

End User has the meaning given to it in clause 13.1.

Fees means any fees, rates and charges set out in a Quote.

Force Majeure Event means war, industrial action, government action, natural disaster, flood, labour disturbance, pandemic, harmful code or component, communication outage, Internet outage, interruption of service, denial of service attack, downtime of any third party hosting provider, fire, threatened or actual act of terrorism, earthquake, act of God, or other circumstances beyond our reasonable control, that prevents us from providing the Payments Solution under the Agreement.

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

GST has the meaning given to the term in the GST Law.

GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth) or the Goods and Services Tax Act 1985 (NZ), as applicable.

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 5.1.

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.

Insolvency Event means, in respect of a party:

(a) the party ceases to carry on business, is unable to pay its debts as and when they fall due, or is deemed to be insolvent or bankrupt;

(b) a receiver or a liquidator or provisional liquidator or an administrator is appointed to the party, or an application (including voluntary application filed by that party) is lodged or an order is made or a resolution is passed for the winding up (whether voluntary or compulsory) or reduction of capital of that party;

(d) where the party is a partnership, the partnership is dissolved or an application is made for its dissolution;

(e) the party suspends payment of its debts to the other party or a third party, or the party takes the benefit of any law for the relief of insolvent debtors; or

(f) anything analogous or having a substantially similar effect to any of the events described in (a) through (e) above occurs under the law of any applicable jurisdiction.

IPR means all industrial and intellectual property rights, both in the relevant Jurisdiction and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.

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

Jurisdiction means, as applicable:

(a) New Zealand, where we are a NZ entity; or

(b) Australia, in all other cases.

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.

Minimum Period has the meaning given to it in clause 2.2.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) or relevant legislation in the applicable Jurisdiction.

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

(a) manually entering or providing card information into a payment terminal, including Transactions processed by mail order or telephone order; or

(b) virtual terminal functionality of a payment gateway.

Object Code means Source Code in compiled or binary form.

Oolio Group Entity means any entity which is a related body corporate (as that term is defined in the Corporations Act 2001 (Cth)) of us and any of the following, wherever registered or incorporated in the world:

(a) the ultimate holding company of us; and

(b) each direct and indirect subsidiary of the ultimate holding company of us.

Oolio Payments Hardware means any payments terminal that we agree to supply to you under an Agreement, as set out in a Quote. We do not guarantee a specific brand or model of any Oolio Payments Hardware and may provide products equivalent in type or functionality to those quoted.

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.

Oolio Software means the software identified in a Quote (including all modules of the software program(s)), and any modified, updated, upgraded, or enhanced versions of such program(s) that we may provide and license to you under this Agreement.

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

Our Equipment means any equipment, payment devices, systems, software, networks, servers, hardware, cabling, ports, switches and other ancillary equipment owned and/or operated by us.

Our IPR has the meaning given to it in clause 22.1.

Our Personnel means our officers, agents, employees, contractors, subcontractors and suppliers.

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

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

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

Payment Processor Agreement means:

(a) 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

(b) in respect of Oolio QR Fallback, terms and conditions of the third party product and/or service provider we nominate which we will advise you of.

Payments Solution means the Oolio Payments Hardware, the Initial Payment Processing System, if applicable the Oolio QR Fallback, and any Oolio Software, Our Equipment or Services specified in a Quote.

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.

Personal Information has the meaning given to the term ‘personal information’ or ‘personal data’ by the relevant Data Protection Laws.

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.

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).

Quote means a document that meets all of the following criteria:

(a) it is entitled “Quote” or similar;

(b) it is prepared 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.

Renewal Period has the meaning given to it in clause 2.2.

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.

Services means the services specified in a Quote to be provided as part of the Payments Solution.

Site(s) means the premises owned, controlled or occupied by you and identified in a Quote for the installation of the Payments Solution.

Source Code means human readable computer code.

Surcharge has the meaning given to it in clause 25.9.

Specifications means the technical and non-technical specifications for the Payments Solution set out in a Quote or otherwise issued in writing by us to you from time to time.

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.

Term means the term of the Agreement determined pursuant to clause 2.

Third Party Provider means any of our third party suppliers, subcontractors and/or providers who provide any goods or services that we supply or resupply as part of the Payments Solution, or that we rely on to supply the Payments Solution.

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

Trust has the meaning given to it in clause 29.1.

we, our and us means Oolio Pty Limited ABN 95 657 508 426 or Oolio NZ Limited NZCN 8226239, as applicable and detailed in the Quote.

you and your means the party that enters into a Quote with us.

Your Data has the meaning given to it in clause 20.1.

Your Equipment means any systems, software networks, servers, equipment, hardware, cabling, ports, switches and/or other ancillary equipment or tools owned by you or operated by you or on your behalf, excluding Our Equipment.

Your Personnel means your officers, agents, employees, contractors and suppliers, excluding us and Our Personnel.

33. Interpretation

33.1 In the Agreement, unless the context requires otherwise:

(a) a reference to “a party” means you or us (as the context dictates) and a reference to “the parties” means you and us;

(b) where a party has an obligation to use ‘best endeavours’ that party shall be required to take steps that are reasonable in the circumstances, taking into account their own commercial, economic and operational interests, and does not require the relevant party to actually perform the obligation or achieve the outcome where to do so would cause it considerable detriment;

(d) a provision of an Agreement will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party’s legal representative prepared the provision;

(e) a reference to a clause is to a clause of this Agreement unless otherwise specified;

(f) a reference to "in writing" or "written" includes email;

(g) a reference to a statute or regulation includes amendments thereto;

(h) a reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity;

(i) the words 'such as', 'including', 'particularly' and similar expressions are not words of limitation and shall be interpreted as if the words ‘but not limited to’ immediately followed them in each case; and

(j) a reference to the singular incudes the plural and vice versa.

ATTACHMENT A – Acceptable Use Policy

This Acceptable Use Policy (AUP) forms part of the right granted by us to you for the use of the Payments Solution.

Capitalised words have the meaning given in the Agreement.

1. Purpose

The primary purpose of this AUP is to ensure the intended, efficient, lawful and ethical use of Payments Solution for the benefit of all of our users. It sets out the things that you can and cannot do with Payments Solution and applies in addition to the terms of Agreement.

2. Responsibilities

2.1 You must, and must ensure that any person who accesses and/or uses the Payments Solution on your behalf (each, an End User):

a.use the Payments Solution in good faith and for its intended purpose and in accordance with the Agreement;

b. complies with all applicable Documentation, Applicable Law, regulations, rules (including any Scheme Rules) or codes of conduct and our directions and policies (including any security policy) in the course of such access and/or use;

c.does not infringe or permit any person to infringe any of our, or our licensors’, IPR;

d.use the Payments Solution in a manner that does not unreasonably interfere with or harm other users of the Payments Solution;

e.only use the Payments Solution to process payments in accordance with the Agreement;

f.comply with any reasonable instruction from us to modify your use of the Payments Solution that, in our reasonable opinion, contravenes this AUP or the Agreement; and

g.comply with any request from us to assist in preventing any breach of this AUP, or in respect of any legal action that is taken in respect of the Payments Solution. We will reimburse you for any reasonable out of pocket expenses where you provide such assistance, provided the cause of the breach or the initiator of the legal action is not you, and we have agreed to reimburse any such specific expenses in writing in advance.

2.2. You must not, and must not permit any End User to:

a.use the Payments Solution:

i.for any purpose other than processing payments in accordance with the Agreement;

ii.to process any transaction that is:

A.not permitted by Applicable Laws or Scheme Rules or is otherwise illegal to offer or provide to or from any relevant jurisdiction;

B.not an Authorised Product or Service;

C.fraudulent or reasonably suspected to be fraudulent;

D.connected to any person or entity listed on the prohibited and restricted products and services list available on our website as amended from time to time;

iii.in breach of any applicable Data Protection Laws in any relevant jurisdiction, including any intentional access, creation, modification, transmission, distribution or storage of information, data or material;

iv.in connection with any criminal act, theft or fraudulent activity of any kind;

v.for the benefit of a third party and/or permitting use by, or reselling the use of the Payments Solution to, a third party;

vi.in any way that interferes with or prevents the proper functioning of the Payments Solution;

vii.in any way that would unreasonably prevent another user from using the Payments Solution;

viii.to access any other person’s account other than your allocated account connected with the Payments Solution;

ix.to offer or distribute fraudulent goods or services;

x.to carry out security breaches or disruptions of network communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data. For the purposes of this paragraph, "security breaches" includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes (except for the legitimate use of aliases and anonymous remailers, which is permitted); or

xi.to interfere with or deny service to anyone;

b.access any other person’s account other than your allocated account on the Payments Solution;

c.upload any content about a person without the person’s consent or using the Payments Solution to violate any legal rights of any person or company or other entity in any jurisdiction;

d.undertake any form of computer hacking or introduction of malicious programs into our or any of our service providers’ network, computer or servers (e.g., viruses, worms, Trojan horses, e-mail bombs, broadcast attacks or any other flooding techniques) or otherwise violating the security or integrity of any of our or our third party providers’ network computer or communications systems or software applications;

e.disclose your Payments Solution password to others or allowing use of the Payments Solution by others who are not authorised to do so including attempting to probe, scan or test the vulnerability of an account or the Payments Solution;

f.use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons' use of the Payments Solution;

g.do anything to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or third party providers;

h.engage in any act which we reasonably believe:

i.breaches the provisions of any Applicable Laws;

ii.is unlawful; and/or

iii.contravenes this AUP; and/or

iv.aid, abet, counsel or procure any of the above.

3. If you do not comply with this AUP

3.1If we become aware of a breach, or threatened breach of this AUP, then we may take any action that we deem, in our reasonable discretion, prudent or necessary to prevent or remedy that breach, including immediately and without notice:

a.preventing access by you or any End User to the Payments Solution; and/or

b.instruct the relevant payment processor to withhold any amounts payable to you.

3.2If you breach this AUP, you will be in breach of the Agreement, and we may, in addition, exercise any right or remedy set out in the Agreement.

4. Amendments to this AUP

This AUP may be changed by us in our reasonable discretion from time to time. Any changed version of this AUP applies from the date that it is posted to our website or otherwise notified to you.

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