Standard Merchant Agreement Terms and Conditions

These Terms and Conditions (T&C) coupled with our Letter of Offer (LOO) constitute the terms and offer to which “You” (the Client) agree to accept and abide by, and by which “We” (Merchant Warrior) will provide our services (the Agreement). We may update these T&C’s from time to time. You accept the current online version are the ones by which the provision of our services and your engagement continues pursuant to these terms.


1.1 Definitions

Some definitions in this Agreement may not appear to be readily used, however they may require to be relied upon in ongoing operations, or in relation to Merchant Warrior and its agreements with its partners and suppliers in providing the Services to the Client. In this document:

“Acquirer” means an entity, including a third party entity, that may be utilised to source, facilitate, or provide an element of the transaction.

“Agreement” means the terms and conditions of this Agreement and any Schedules attached to this Agreement, and any other documents expressly incorporated by reference herein.

“AFSL” means an Australian Financial Services Licence.

“AML/CTF” means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and its statutory obligations contained therein including the establishment of plans and policies.

“Authorised Representative” means as a representative of another body being a bank, aggregator or provider who may or may not have an Australian Financial Services Licence.

“BECS” means Bulk Electronic Clearance Scheme. The BECS scheme governs how a range of bulk electronic transaction types are made between its participants.

“Business Day” means a day which is not a Saturday, Sunday or bank or public holiday in Sydney.

“BPAY” means BPAY Pty Limited ABN 69 079 137 518 and/or Cardlink Services Ltd ABN 60 003 311 644.

“BPAY Transaction” means a transaction using the services of BPAY.

“BPAY View”means the system provided through which Merchant Warrior facilitates bills to be delivered directly to payers’ online banking platforms, allowing them to securely view and pay those bills.

“Card Schemes” means the MasterCard International and Visa International Services Association card schemes or any other card scheme provider that Merchant Warrior and the Client are members of or participate in.

“Card Scheme Rules” means the card scheme rules set by the Card Schemes from time to time.

“Chargeback” means any transaction made, or any fee incurred, on behalf of the Client that is required to be refunded for any reason. Such reasons may include, but are not limited to, fraud, failure, return, refund, fee, penalty, card scheme or other charge.

“Client Account” means the nominated bank account of the Client.

“Client System” means the data processing system comprising the hardware, software and telecommunication network utilised by the Client including any third party systems connected to Client’s hardware, software and telecommunication network.

“Customer” means the customer of the Client.

“Confidential Information” of a party means all information (regardless of the form of disclosure or the medium used to store or represent it) which is treated by one party as confidential or is confidential by its nature and includes information about a party’s finances, strategies, management or business operations, pricing, clients, potential clients, suppliers, security, technical data, drawings, designs, software, tapes, inventions, developments, processes, technology information, targeting methods and the terms of this Agreement, but excludes information:
(a) that a party creates (whether alone or jointly with any person) independently of the other party’s Confidential Information; or
(b) that is public knowledge (and has become so otherwise than as a result of a breach of confidentiality of the other party’s Confidential Information or of any other obligation of confidence).

(c) that is known to a party before it received it and is not subject to an existing obligation of confidence between the parties; or

(d) that is provided to a party by a third party who is not under an obligation of confidence in respect of the information.

“Related Body Corporate” has the meaning given to it in s.50 of the Corporations Act 2001.

“Effective Date” means the date of this Agreement.

“EFT” means an Electronic Funds Transfer between a Customer and a Client or Merchant Warrior.

“Force Majeure” means an event beyond the reasonable control of a party which results in such party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include (but shall not be limited to):
(a) acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;
(b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and
(c) power or telecommunications failure or any variation in the steady supply of same, which are not caused by the acts or omissions of a party; but shall not include a lack of funds and the payment of monies from one party to the other will be deemed to be within reasonable control of the party required to pay.

“Insolvency Event” means an event by which a party is:
(a) rendered insolvent;
(b) placed in or under receivership, receivership and management, liquidation or official management or administration;
(c) wound up or a resolution is made for the winding-up;
(d) made subject to any arrangement, assignment or composition (otherwise than as a result of voluntary corporate reconstruction); or
(e) subject to any other event that has similar effect to any of the events described in (a) to (e) in this definition.

“KYC means Know Your Customer and is a series of evaluative steps to assure the identity and bona fides of Clients and Customers.

“Master Biller” means Merchant Warrior in its capacity as a Master Biller with its suppliers for BPAY products.

“NPP” means the New Payments Platform which allows near real time transactions via independently developed overlay services which record additional data beyond the 18 characters offered by older systems, for direct debits.

“NPPA” means NPP Australia who operate the service on the NPP.

“NPP Daily Processing Limit” means the allocated daily amount of funds that Merchant Warrior may use to process a client’s NPP Payments. The ‘Client NPP Daily Processing Limit’ is set in consultation with the Client, based on the Client’s security with Cuscal or, if no security deposit is provided, any other factors Cuscal considers relevant (acting reasonably).

“NPP Participant” means a Full Participant, a Clearing Participant or a Settlement Participant utilising the NPP.

“NPP Participation Criteria” means the criteria as determined by Merchant Warrior or its NPP Service Provider from time to time for Merchant Warrior to provide the an NPP service.

“NPP Payment” means a Basic Single Credit Transfer, an OS Payment and associated messages.

“NPP Payment Initiator” means Merchant Warrior in their capacity as an NPP Participant who initiate transfers from party to party.

“NPP Regulations” means the rules prescribed by Merchant Warrior or its NPP Service Provider that establish the core obligations and rights between NPPA, NPP Participants, Connected Institutions and Overlay Service Providers, including, without limitation, the annexures and schedules to those regulations, as amended from time to time.

“NPP Services” means the Services to be provided by Merchant Warrior or its NPP Service Provider under this Agreement.

“Onboarding” means the process of evaluation to approve a Client, or the Customer of a Client (if required) prior to the access and use of the Services, and includes a KYC and AML/CTF assessment.

“Osko” is an Overlay Service provided by BPAY comprising:
(a) Osko Service 1: NPP Payment (also known as ICS1);
(b) Osko Service 2: NPP Payment with Document (also known as ICS2); and
(c) Osko Service 3: Request and Pay (also known as ICS3).

“Overlay Service” means a payment service, or payment related service, that operates utilising the NPP Basic Infrastructure to provide added functionality to users or clients (see NPP).

“Overlay Service Provider” or OSP means a person who is authorised by NPPA to provide an Overlay Service and includes Merchant Warrior and its associated suppliers.

“Overlay Service Subscriber” or OS Subscriber in relation to an Overlay Service means a subscriber to the Overlay Service and includes Merchant Warrior and its associated suppliers.

“Payment Card Industry Data Security Standards” means the standards issued and updated from time to time by Visa and MasterCard for the management of card not present transaction processing.

“PayTo” is an Overlay Service which operate utilising the NPP service.

“Personnel” of a party means that party’s officers, employees, agents, consultants and contractors.

“Personal Information” means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can be reasonably ascertained, from the information or opinion, collected by either party in the course of the operation, management and administration of this Agreement.

“Politically Exposed Person (PEP) Screening” means screening and continued monitoring to see if a politically exposed person is connected to a company. PEP screening may include immediate family members, close business associates, or senior executives of State Owned Enterprises (SOE).

“Sanctions Screening” means screening and continued monitoring to see if a company has been sanctioned or issued a penalty for failure to comply with an Order of the Court, law or other relevant regulation.

“Schedule” means a schedule to this Agreement.

“Security Requirements” means those security requirements described in Schedule 2 – Security Requirements.

“Security Deposit” means an amount of money paid by the Client to be held by Merchant Warrior to accommodate any contingent or actual liability on behalf of the Client including but not limited to any Chargeback, fraud, failure, return, refund, fee, penalty, card scheme or other charge.

“Service Levels” are the service levels for the Services specified in Schedule 1 - Services and Service Levels.

“Services” means the provision of various transaction processing and data management offerings as detailed in Schedule 1 - Services and Service Levels, in accordance with the Service Levels specified therein and subject to updates as necessary.

“Service Provider” means providers of technology solutions that can integrate with the Cuscal NPP Solution (also referred to as ‘Connectors’).

“Sub-biller” means each party who participates in BPAY Payments through you in accordance with this Biller Agreement.

“Settlement Period” is the period of time from the initiation of the transaction with the Customer until the credit of funds from or on behalf of the Customer into the Client’s account. A Settlement Period may also relate to a Chargeback, in which case it is the time from the initiating Chargeback until deduction of the Chargeback amount from a Client Account. Settlement Periods are specified in the LOO.

“Statutory Provisions” has the meaning given in clause 6.

“System” means the technical operating system of Merchant Warrior through which it provides Services.

“Technical Error” means an error in the coding or configuration of the System of Merchant Warrior which arises as a result of update, release, modification, or maintenance to the System.

“Term” has the meaning given in clause 2.2.

“Transaction” means a card transaction, an Internet transaction or any other payment transaction which is the subject of the Services provided to the Client by Merchant Warrior.

“Transaction processor” means an entity, including a third party entity, involved in the processing of a transaction.

1.2 Construction

Unless expressed to the contrary, in this document:
(a) words in the singular include the plural and vice versa;
(b) any gender includes the other genders;
(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;
(d) “includes” means includes without limitation;
(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it; and
(f) a reference to:

1.3 Headings

Headings do not affect the interpretation of this document.


2.1 Provision of Services

(a) Merchant Warrior is a provider of electronic commerce transactions services. Merchant Warrior facilitates the provision of Services to Clients utilising the Card Schemes, Bulk Electronic Clearance System (BECS), and New Payment Platform (NPP). The various Services are listed in Schedule 1 - Services and Service Levels.
(b) The Client acknowledges that Cuscal Limited (ABN 95 087 822 455) (Cuscal) is the Acquirer of transactions for all merchant transactions processed through Merchant Warrior.
(c) Merchant Warrior agrees to provide the Services to the Client in accordance with this Agreement. The Client expressly acknowledges parts of the service may be provided by external Acquirers, suppliers, carriers or authorities, and are outside the control of Merchant Warrior.
(d) The Client acknowledges that Merchant Warrior will hold funds in their account for a period of time until deposited into the Client Account and that this period may vary without notice in the event of an Insolvency Event, change of financial circumstances or security, change of effective control, or fraud related incident.
(e) Such total time as is from the initiation of the transaction until deposit (or in the case of a Chargeback, or a deduction) to the Client Account as noted above is the Settlement Period. As part of the Settlement Period, Merchant Warrior may hold funds from valid transactions for the purposes of security, pending Chargebacks or other reasons as noted above and for reasons stated in Schedule 2 - Security Requirements for periods as it deems necessary.

(f) The Client acknowledges that Merchant Warrior may deduct monies from the amounts held during the Settlement Period for any liability arising under this Agreement. The Client also acknowledges that in the event of an Insolvency Event, change of financial circumstances or security, change of effective control, or fraud related incident Merchant Warrior may extend the Settlement Period indefinitely until such time as the cause, source, or non-compliance with the Card Schemes BECS, PCI DSS standards, or NPP regulations can be identified and any related risk negated to Merchant Warrior’s sole satisfaction.

2.2 Term of Agreement

This Agreement commences on the Effective Date and continues in force and effect unless terminated earlier pursuant to this Agreement (“Term”).

2.3 Client Onboarding

(a) All Clients will undergo a Client Onboarding process to evaluate their suitability for ongoing compliance under the Card Schemes, BECS, PCI DSS standards, and NPP systems as applicable to their discreet operations. Such Onboarding includes an assessment of the Client’s KYC data and AML/CTF compliance. The Client is required to produce documents and records to the satisfaction of Merchant Warrior, that that the Client is capable of achieving compliance with the Card Schemes, BECS, BPAY Regulations, PCI DSS standards, and NPP Regulations as applicable
(b) Client will similarly be required to demonstrate that their Customer’s have been appropriately assessed for compliance with the Card Schemes, BECS, PCI DSS standards and NPP regulations where appropriate. Such demonstration will typically include regular and repeat Customers
(c) Where a Client is unable to demonstrate adequate compliance with Card Schemes, BECS, BPAY Regulations, PCI DSS standards, and NPP Regulations, Merchant Warrior may assist the Client at the Client’s expense to source and prepare further policies and assessment protocols to meet such compliance requirements.
(d) The minimum provision of compliance material for a Client KYC assessment is the following:
(e) Merchant Warrior will maintain and continue ongoing due diligence assessments of Clients utilising a risk-based assessment process where Merchant Warrior determines the customer risk as follows:
(f) Merchant Warrior in its sole discretion may require the production of additional records to satisfy itself of a Client’s ability to comply with the Card Schemes, BECS, BPAY Regulations, PCI DSS standards, and NPP Regulations by provision of documents and records including but not exclusively:

2.4 Client Obligations

(a) In relation to the Card Schemes, EFT, NPP Services, Overlay Services and BPAY Transactions the Client acknowledges that it is responsible for its own Customer relationships, including compliance with all obligations under the AML/CTF obligations, and the on-boarding KYC due diligence process as noted above at clause 2.3:
(b) The Client acknowledges that it is responsible for all communications with its Customers, including:
(c) The Client will use all reasonable endeavours to ensure that Customers comply with all instructions reasonably given by Merchant Warrior for the purposes of delivery of the Service pursuant to this Agreement.
(d) The Client will establish and maintain a business account (Merchant Settlement Account) with an Australian financial institution to allow Merchant Settlement to be affected. Merchant Warrior will not be liable for any delay in Merchant Settlement into a Merchant Settlement Account of monies payable to the Client arising out of any operational issue with the Merchant Settlement Account provided that such delay is not caused by any breach of the Agreement, fraud, negligence or wilful misconduct by Merchant Warrior or Cuscal.
(e) Each Party will cooperate with and provide any reasonable assistance required by the other Party from time to time to assist the other Party to comply with its obligations under this clause.
(f) In carrying out a credit review or risk analysis of a Customer, the Client must have in place procedures that involve the application of reasonable care and diligence so as to satisfy itself as to the identity, integrity, solvency and reliability of the Customer. The Client must keep and provide to Merchant Warrior on request proper records of any such activity.
(g) Where a Client considers a breach of identity, integrity, solvency or reliability of the Customer has occurred, it is to immediately notify Merchant Warrior and take steps to cease any transactions on behalf of the Client.
(h) In event of an Insolvency event, or, change of structure, management, liability, liquidation, receivership, or administration, any new controlling entity will be subject to a new Onboarding process, and upon satisfactory review must execute a new agreement prior to the provision of any Services.


(a) Merchant Warrior in providing the Services, may institute, change, amend, direct, remove, delete or edit procedures to better support the provision of the Services at its discretion acting reasonably.
(b) Merchant Warrior may apply, introduce, amend, create or remove any policy in relation to use of the Services at its discretion, but only where such a policy is aimed at improving security, efficiency, or performance in delivery of the Services.
(c) The Client must maintain safety and security procedures and safeguards to guard against destruction, loss, alteration or corruption of any information (including Confidential Information and Personal Information) provided to the Client or which is generated by the Client relating to or concerning the Services, whether during the storage or transmission of such information by whatever means.
(d) Without limiting clause 3(b), the Client must, and must ensure that its Personnel and subcontractors and their Personnel, comply with the PCI DSS and the Security Requirements at all times, and all other reasonable security requirements notified to the Client by Merchant Warrior from time to time in writing.


4.1 Compliance with laws

(a) The Client must comply with all federal, state and local laws, ordinances and codes including privacy laws, the procurement of licenses, permits, certificates and any other requirements applicable to it in respect of the Services. Such laws expressly include:
(b) If, at any time during the Term, the Client is informed or information comes to its attention that it is or may be in violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged by any court, tribunal or other authority having competent jurisdiction) relating in any way to the Services, the Client will immediately notify Merchant Warrior of such violation and take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance or code in all respects.
(c) The Client will establish and maintain all proper records (particularly, but without limitation, accounting records) required by any law, code of practice or corporate policy applicable to it from time to time in respect of the Services.
(d) The Client will at all times maintain a responsible person to comply with all federal, state and local laws, ordinances and codes.

4.2 Compliance with Payment Card Industry Data Security Standards

(a) To the extent that the client accesses, stores, retains or distributes cardholder data generated from the Services, the Client must ensure that their services and Client system at all times comply with the Payment Card Industry Data Security Standards.
(b) During the Term, Merchant Warrior will:
(c) Merchant Warrior will provide an attestation as to compliance with the PCIDSS upon request by the Client.

4.3 Compliance with BECS, BPAY, and NPP Regulations

(a) To the extent that the client utilises the above services the Client will comply with such regulations as required to remain compliant.


5.1 Termination of Agreement

A party may terminate this Agreement, effective upon written notice to the other party if:
(a) the other party fails to perform or observe any material obligation in this Agreement and such failure remains uncured after thirty (30) days’ written notice from the other party;
(b) subject to (c) to (f); in the case of Merchant Warrior, Merchant Warrior provides ninety (90) days’ notice in writing to the Client or Merchant Warrior’s intention to terminate this Agreement specifying the reason for the termination;
(c) the other party is the subject of an Insolvency Event and fails to satisfy it to Merchant Warriors sole discretion in a timeframe specified by Merchant Warrior noting time is of the essence;
(d) in the case of Merchant Warrior, the Client fails to meet the Payment Card Industry Data Security Standards or associated security requirements;
(e) in the case of Merchant Warrior, the Client fails to comply with the Card Scheme Rules or other regulation of an associated Service;
(f) in the case of Merchant Warrior, the Client has a change in structure or ownership such that the holder of the controlling interest changes that in Merchant Warriors sole discretion is unsatisfactory.
(g) in the case of the Client, the Client provides ninety (90) days’ notice in writing to Merchant Warrior of the Client’s intention to terminate this Agreement; or
(h) The Client having any wind-up application, appointment of a receiver or liquidator against them, any assignment of substantive asset or property, or any unpaid licence fee made against them which cannot be immediately remedied at Merchant Warriors sole discretion in a timeframe specified by Merchant Warrior noting time is of the essence.

5.2 Effect of Termination

(a) The parties acknowledge and agree that termination of this Agreement pursuant to clause 5.1 will be without prejudice to any accumulated rights and liabilities of the parties under this Agreement which arose prior to such termination and will not be exclusive of any other rights and remedies that a party may have at law or in equity for damages or otherwise.
(b) Upon the expiration or termination of this Agreement for in accordance with clause 5.1, Merchant Warrior may remove any references to the Client from Merchant Warrior’s list of Clients and Client will desist from representing that it has gateway and/or data processing Services from Merchant Warrior.
(c) For the avoidance of doubt, upon the expiration or termination of this Agreement for any reason the publicity, trade mark use and other rights granted by each party under clause 17 are immediately terminated.
(d) Upon the expiration or termination of this Agreement for any reason, each party will, at the other’s election, return or destroy all Confidential Information and Personal Information of the other party and all copies thereof, including any electronically stored copies.
(e) An authorised officer of each party will, upon the other party’s request, certify in writing to such return and destruction and that no copies of such information have been retained.


(a) Subject to the provisions of the Competition and Consumer Act 2010 (Cth) and any other relevant and applicable State and/or Commonwealth legislation (Statutory Provisions), Merchant Warrior warrants that reasonable efforts will be made to ensure that the Services will be:
(b) Merchant Warrior does not warrant that:
(c) The Client warrants to Merchant Warrior that:


7.1 Confidential Information

While performing or receiving Services under this Agreement, a party or one of its Related Bodies Corporate (“Receiving Party”), may have access to the Confidential Information of the other party, or one of its Related Bodies Corporate (“Disclosing Party”). The Receiving Party acknowledges the proprietary and sensitive nature of the Disclosing Party’s Confidential Information and the importance of maintaining the secrecy and confidentiality of such Confidential Information.

7.2 Non-disclosure

(a) The Receiving Party and its employees, agents and subcontractors will not, without the prior written consent of the Disclosing Party, disclose any Confidential Information to any third party, either orally or in writing, unless such disclosure is:
(b) Unless otherwise required by law, the Receiving Party will not release or disclose any information concerning the terms and conditions of this Agreement to any third party unless prior written consent is obtained from the Disclosing Party.

7.3 Obligations of Receiving Party

The Receiving Party will:
(a) not, without the Disclosing Party’s prior written consent, disclose the Confidential Information of the other party in any manner except as expressly authorised by this Agreement;
(b) treat the Confidential Information of the other party with at least the same degree of care that it treats its own Confidential Information, but in no event with less than a reasonable degree of care;
(c) use its best efforts to prevent disclosure of Confidential Information to unauthorised parties;
(d) immediately return or destroy, as directed by the Disclosing Party, the Confidential Information of the Disclosing Party at the sole election of the Disclosing Party; and
(e) notify the Disclosing Party immediately of any loss or unauthorised disclosure or use of Confidential Information of the other party that comes to its attention.

7.4 Disclosure of Personal Information

(a) Neither party may use or disclose Personal Information of the other party unless that use or disclosure is necessary in order to fulfil its obligations under this Agreement, otherwise agreed in writing between the parties, or required by law.
(b) Without limiting the generality of the foregoing, a party must not export, transmit or otherwise transfer outside Australia or allow a person outside Australia to have access to any Personal Information of the other party or of any of its Related Bodies Corporate or of any of their customers, without the other party’s prior written approval.

7.5 Accuracy and completeness of Personal Information

(a) Each party will be responsible for the accuracy and completeness of any Personal Information that it discloses to the other party.
(b) Neither party will amend, correct or otherwise alter Personal Information disclosed to it by the other party, except:
(c) In the event that instructions are given as contemplated in this clause 7.5, and provided that those instructions are reasonable, the party receiving the instructions will be responsible for ensuring that they are complied with as soon as practicable after receipt.

7.6 Cessation of use of Personal Information

Subject to the requirements of any law, each party will cease using or disclosing Personal Information disclosed to it by the other party if:
(a) the other party so requests; or
(b) this Agreement has expired or terminated.

7.7 Return of Personal Information

Subject to the requirements of any law, each party, if requested to do so by the other party or upon termination or expiry of this Agreement, will return all copies of the relevant Personal Information received from the other party or follow the other party’s reasonable instructions to destroy, erase or de-identify all tangible and intangible records of that Personal Information.


(a) The Client agrees to indemnify, defend and hold harmless Merchant Warrior from and against any and all chargebacks, liabilities, penalties, damages, costs, judgments, settlements, reasonable legal fees and disbursements, or expenses paid or incurred in connection with the Services as a result of:
(b) The Client hereby indemnifies Merchant Warrior and shall keep Merchant Warrior indemnified from and against all claims, tort, liability and expense on account of any injury or damage suffered by Merchant Warrior arising from the conduct of the Client as a result of the provision of the Services under this Agreement.
(c) Subject to Merchant Warrior complying with its warranty in clause 6 (a) and without prejudice to the obligations of Merchant Warrior with respect to the Service Levels, the Client will limit any claim for damages, costs and expenses suffered by the Client which arises from any Technical Error in the System whether arising in tort, contract, statute or otherwise to the amount of the fees paid to Merchant Warrior under this agreement.
(d) This clause 8 constitutes a continuing indemnity and is in addition to any other rights Merchant Warrior may have, and the Client agrees to bear the burden of proof in respect to any alleged defect in the Services.
(e) Merchant Warrior's maximum aggregate liability for a breach of a condition or warranty implied into this Agreement by any Statutory Provisions is limited, to the maximum extent permitted by law, to either of the following, as determined by Merchant Warrior in absolute and sole discretion:
(f) The Client, having acknowledged that not all components of the service may be provided by Merchant Warrior, hereby indemnifies Merchant Warrior and shall keep Merchant Warrior indemnified from and against all claims, tort, liability and expense on account of any injury or damage suffered by the Client as a result of the provision of the Services by another party under this Agreement.
(g) All conditions and warranties expressed or implied by the Statutory Provisions, law, trade, custom or usage, are expressly excluded to the maximum extent permitted by law.


9.1 Exclusion of consequential loss

Except for liability arising under or out of breaches of clause 7, in no event will either Client or Merchant Warrior be liable to the other for special, incidental, indirect or consequential damages, damages from loss of profits, business opportunities, or failure to achieve cost savings, in contract, tort or otherwise, arising out of or in connection with this Agreement.


10.1 Excusable Delay

(a) Neither party will be responsible for delays or failures in performance resulting from an event of Force Majeure.
(b) The party claiming such Force Majeure event will notify the other party as soon as possible after such party becomes aware of the occurrence of such Force Majeure event.

10.2 Extension of Deadlines

If there is any such Force Majeure event, then, subject to clause 10.4, the periods for the completion of the parties’ obligations under this Agreement will be automatically extended by the period of such delay.

10.3 Mitigation

In every case, the party claiming that it is affected by a Force Majeure event will exercise all reasonable efforts to mitigate the extent of such delay or failure.

10.4 Termination of Extended Force Majeure

Notwithstanding the foregoing, either party may terminate this Agreement in the event that a party is unable to fulfil its obligations pursuant to this Agreement because of such excusable delays which continue in effect for thirty (30) consecutive days.


Nothing contained in this Agreement or otherwise will be deemed to create any partnership, joint venture, employment, or relationship of principal and agent between the parties or any of their affiliates, subsidiaries, related business entities, agents, contractors or subcontractors or to provide either party with any right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.


(a) The Client will be charged fees for the Services provided in accordance with the pricing set forth in the Letter of Offer (LOO).
(b) The Client will be charged the equal amount for any fee, liability or cost in relation to any Chargeback Merchant Warrior may incur from its suppliers as a result of any transaction on behalf of the Client. Such charge shall not exceed the total cost to Merchant Warrior.
(c) The Client will be charged for any additional assistance provided to it by Merchant Warrior to assist it in meeting compliance with any law or regulation at Merchant Warrior’s provision of assistance rated detailed in the Letter of Offer (LOO).
(d) The Client is required to hold a Security Deposit with Merchant Warrior to accommodate for such charges in the form set forth in the Letter of Offer (LOO).

13. GST

(a) Each party warrants that it is, as at the date of this Agreement, and will be during the Term, registered for GST.
(b) If any party (the Supplier) (or the Representative Member of any GST Group of which that party is a Member) is liable to pay GST on any Supply made to any other party (the Recipient) under this Agreement, then the Recipient agrees to pay to the Supplier an additional amount equal to that GST (additional GST amount).
(c) The additional GST amount is payable at the same time and in the same manner as the consideration for the Supply to which the additional GST amount relates, unless a Tax Invoice has not been issued, in which case the additional GST amount is payable upon receipt of the Tax Invoice.
(d) The obligation to pay the additional GST amount arises only if the Supplier of the Supply has issued the Recipient of the Supply with a valid Tax Invoice for the Supply.
(e) In this clause the terms 'GST', ‘Member’, ‘Representative Member’, 'Supply', ‘Tax Invoice’, 'Taxable Supply' have the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(f) All prices and quotes provided by Merchant Warrior are estimates only and do not constitute an agreement to supply Services in accordance with that price/ quote and are subject to alteration.
(g) Unless expressly stated otherwise all prices are inclusive of GST.
(h) Unless expressly stated otherwise all fees are billed on a per transaction basis.


(a) The Client acknowledges and agrees that the Client is responsible for all implementing all system connections to the Services and that Merchant Warrior assumes no liability for any technical advice, recommendation, information, or assistance given in relation to the system connections to the Services, or the results obtained there from.
(b) Any advice given by Merchant Warrior to a Client is given at the sole risk of, and subject to verification by, the Client.
(c) The Client hereby indemnifies and keeps indemnified Merchant Warrior from and against any loss, damage cost or other expense of whatsoever nature in respect of the application of such advice by the Client.


15.1 Service

Any notice given under this Agreement (Notice) must be in writing and may be delivered by hand, by mail, by facsimile, or by email to the address of a party set out on page 1 of this Agreement or alternate address as may be advised by the other party from time to time.

15.2 Receipt

Notice will be taken to have been given by a party to the other:
(a) if by hand, on written acknowledgment of receipt by an authorised employee, agent or representative of the receiving party;
(b) if by mail, 3 Business Days after the date of mailing within Australia or 10 Business Days after the date of mailing overseas; and
(c) if by facsimile, on transmission of the notice to the receiving party in complete form as evidenced by a hardcopy transmission report by the machine which sent the Notice.

15.3 Change of Details

Each party may from time to time change the contact person and/or address for service by Notice to each other party.

15.4 Service of Court Documents

Nothing in this section is intended to subrogate any formal requirement of service pursuant to an appropriate jurisdiction.


(a) No party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed.
(b) Nothing contained herein will prevent the use by, or the assignment of this Agreement, or any rights acquired, by a party to any one of its Related Bodies Corporate.


(a) Each party authorises the other party during the Term to use its trademark only in conjunction with the making of the limited publicity representations and for no other purpose.
(b) The rights granted under this clause are non-exclusive and non-transferable.
(c) Each party agrees not to combine or use the other party’s trade mark in combination with any other name, mark or trade mark, and not to modify, alter or change the other party’s trade mark in any way or to do anything that would in any way infringe, impeach or lessen the value of validity of the other party’s trade mark or the goodwill associated with that trade mark.


The Client agrees that nothing in this Agreement transfers or assigns any intellectual property rights from Merchant Warrior to the Client.


(a) Merchant Warrior may suspend the Service (or any part thereof), or disconnect, or deny the Client access to the Service to remedy any defect or failure or to improve the Service, or in any other instance contained in this Agreement, or if Merchant Warrior deems necessary.
(b) If the Client is in breach of the Terms, the Client will remain liable for all charges and fees throughout any period of suspension at Merchant Warrior’s reasonable discretion.


(a) Each party represents that it has taken all necessary corporate action to authorise the execution of this Agreement and will furnish the other party with satisfactory evidence of the same upon the request of the other party.
(b) Each party agrees to negotiate in good faith the execution of such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the effective execution of the Transactions, and will continue to do so during the Term.
(c) Effective execution of the Transactions, and will continue to do so during the Term.
(d) The Client acknowledges that at all times it is obligated to have a responsible person who is a signatory to this Agreement who is liability for compliance with obligations herein.


21.1 Dispute

Merchant Warrior and Client agree to resolve any dispute, controversy or claim arising in relation to this Agreement (“Dispute”) in good faith in the manner set out in this clause 21.

21.2 Escalation to Authorised Representatives

Within five (5) Business Days of one party notifying the other party in writing of a Dispute, each party will nominate in writing to the other party a representative authorised to settle the Dispute as between the parties on its behalf.

21.3 Resolution by Authorised Representatives

Merchant Warrior and the Client will ensure that during the ten (10) Business Day period after the notice under clause 21.2 (or such longer period as the parties may agree in writing) is given its representative uses his or her best endeavours to resolve the Dispute.

21.4 Failure to Resolve Dispute

Where the representatives of the parties fail to resolve the Dispute in accordance with clause 21.3, the parties agree to commit to and undertake Arbitration by an independent Arbitrator within the city limits of Brisbane, Queensland. Nothing in this paragraph prevents either party from applying to a Court of competent jurisdiction for urgent injunctive relief. However, a party may appeal an Arbitrators decision and commence proceedings in respect of the Dispute in a court of competent jurisdiction in the State of Queensland.


This Agreement binds the heirs, executors, administrators, successors and assigns of the respective parties noting the obligations contained herein regarding the Onboarding of such new heirs, executors, administrators, successors and assigns.


The provisions of this Agreement which by their nature are intended to survive, will survive completion, expiration, recession or termination of this Agreement.


24.1 Law

This Agreement and its Schedules are governed by and will be construed in accordance with the laws applicable in the State of Queensland.

24.2 Jurisdiction

Each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of Queensland and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.


In the event any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will be unimpaired, and the invalid, illegal or unenforceable provision(s) will be replaced by a mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision(s).


This Agreement may be executed in several counterparts, each of which will be deemed to be an original, and all of which, when taken together, will constitute one and the same instrument.


No modification, amendment, supplement to or waiver of this Agreement or any of its provisions will be binding upon either party unless made in writing and duly signed by the both parties (or in the case of a waiver, by the waiving party).


A failure or delay of any party to this Agreement to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided, or to require at any time performance of any of the provisions, will in no way be construed to be a waiver of such provisions of this Agreement.


29.1 Entire Agreement

This Agreement together with the Letter of Offer (LOO) and any Schedules attached hereto constitute the entire agreement between the parties and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the parties with respect to the subject matter to the effect that any such prior agreement will be terminated with no further force or effect as of the Effective Date.

29.2 Release

(a) The parties release each other from all future performance obligations under any such prior agreement.
(b) The parties acknowledge and agree that the termination of any such prior agreement will be without prejudice to any claims either party may have against the other arising prior to termination and that all obligations expressed to survive termination will continue in full force and effect.



Merchant Warrior will provide the following Services:

1. Credit/Debit Card processing services including:

  1. Acquiring;
  2. Hosted payment solutions;
  3. Interactive Voice Response (IVR) payments;
  4. Batch Payments;
  5. Application Programming Interface (API) solutions.
  6. Tokenisation solutions; and
  7. API solutions for online payments

2. Direct Debit services via BECS including:

  1. Confirmation of Account status; and;
  2. Direct debit from nominated account;

3. Bank Transfer services including:

  1. Electronic Funds Transfers via Direct Entry; and;
  2. NPP services (including Osko, PayID, PayTo and other Overlay services);

4. BPAY services

5. Payout services

Service Levels

1. Accessibility

Merchant Warrior will ensure that transactional services are available in full for access and use by the Client 99.7% of every month.

In the event that there is no system accessibility or access to Merchant Warrior transactional services, Merchant Warrior will credit the monthly service charge for the Merchant Warrior Payment Gateway as calculated below and as measured 24-hours a day in a calendar month, with the maximum credit not to exceed the monthly service charge for the affected month:

System Accessibility Credit
98% to 99.7% 10%
95% to 97.9% 25%
90% to 94.9% 50%
89.9% or below 100%

2. SLA Reimbursement Guidelines

In order for you to receive a credit on your account, you must request such credit within thirty (30) business days after you experienced the unavailability. You must request credit by sending an e-mail message to your Account Manager. The contents of this request must contain your company name as shown on your invoice, the dates and times of the unavailability of your applications, and such other customer identification requested by Merchant Warrior. Credits will usually be applied within thirty (30) days of your credit request.

Credit to your account shall be your sole and exclusive remedy in the event that there is no accessibility to the Merchant Warrior transactional services. Merchant Warrior will check maintenance and service records for the period in question to verify outage and provide credit if appropriate.

3. SLA Restrictions

Credits shall not be provided to you in the event that you have no availability resulting from:
(a) scheduled maintenance as posted from time to time,
(b) your behaviour or the performance or failure of your equipment, facilities or applications,
(c) any failure in data transport related to the systems or accessibility of your Bank and/or Switch Provider;
(d) an event of Force Majeure; or
(e) a failing of an external service provider except in the sole discretion of Merchant Warrior.

4. Return to Service Times

Upon receipt from the Client of a report of a significant error or problem affecting the Client's use of the Merchant Warrior Payment Gateway, Merchant Warrior shall take commercially reasonable measures to remedy the reported error or malfunction. Merchant Warrior may request certain information to properly validate and reproduce the error or malfunction. All response times will begin after Merchant Warrior validates and reproduces the error or malfunction. Merchant Warrior will provide response for reported errors and malfunctions, in accordance with the following schedule:

Severity Category
A Classification of a Problem in Terms of Business Impact
Response Time
Severity Level 1 Total inability to utilise the Services. 1 Business Hour
Severity Level 2 Severely restricted use of the Services. High severity problems are potential critical severity problems. 2 Business Hours
Severity Level 3 Important to the use of the Services, but not vital that it be resolved immediately. 4 Business Hours
Severity Level 4 Not crucial to overall operation or use of the Services. 8 Business Hours
Merchant Warrior's sole liability for failure to meet the response times set forth above will be to credit the Client with 1 month's worth of the Yearly Access Fee (Annual Rate).

All categories above specifically apply only to those issues that are within the control of Merchant Warrior not including any Force Majeure or other events beyond the reasonable control of Merchant Warrior. Merchant Warrior may charge an hourly rate for all support services provided that are not the result of an error or malfunction of the transactional services as provided by Merchant Warrior.

5. Client's General Responsibilities

Client will be responsible for:
(a) Reporting errors promptly and accurately.
(b) Designating two members of Client's technical staff who shall be Client's representatives for contact with Merchant Warrior regarding Support Services.
(c) Providing Merchant Warrior with sufficient information to duplicate circumstances of a reported defect or duplicate the error, so that Merchant Warrior can assess the situation, and/or undertake any needed or appropriate corrective action(s).
(d) Otherwise following instructions or suggestions from Merchant Warrior regarding use, maintenance, development, upgrades, repairs, workarounds, or other related matters.
(e) Client understands and agrees that Merchant Warrior's successful response and provision of support services is subject to Client's assistance and compliance regarding:


The Security Requirements include any action, step, control, compliance or other requirement noted here, or nominated by Merchant Warrior by way of Notice that arises, develops or is required to protect the provision of the Services. These Security Requirements are in some cases detailed more specifically in the body of this document and are intended to be read in conjunction with the non-exclusive list following. The Security Requirements include (but not exclusively):
1. Compliance with all relevant laws, including:
  1. Anti-Money Laundering and Counter-Terrorism Financing Act 2006;
  2. Corporations Act 2001;
  3. A New Tax System (Goods and Services Tax) Act 1999;
  4. Privacy Act 1988; and
  5. Competition and Consumer Act 2010.
2. Physical and electronic protection of all sensitive, protected, proprietary, or licenced material including:
  1. Cypher code or keys;
  2. Software;
  3. Passwords; or
  4. Commercial material.
3. Compliance with all relevant Industry Rules and Regulations including:
  1. Any Card Scheme Rules;
  2. BECS Regulations;
  3. Payment Card Industry Data Security Standard Regulations;
  4. New Payment Platform Regulations; and
  5. BPAY Regulations.
4. Conduct and Monitoring of Clients though:
  1. Completion of KYC Assessment criteria; and
  2. Ongoing monitoring of Clients for any variations or changed risk factors.
5. Complete client assessments for Direct Debits through;
  1. Completion of KYC Assessment criteria;
  2. Assessment of need for Direct Debits;
  3. Completion, assessment and storage of completed Direct Debit authorities.