Merchant Services
Agreement General Terms

These general terms (General Terms) set out the terms and conditions on which the Relevant Limepay Entity (Limepay or we or us) agrees to provide you (the Merchant, or you or your) with the services you nominate in the Specific Terms.

These General Terms should be read in conjunction with and supplement your specific terms agreed with Limepay (Specific Terms) (collectively the Agreement). If there is any inconsistency between these General Terms and your Specific Terms, the Specific Terms prevail to the extent of the inconsistency.

Clause 21 of these General Terms sets out the defined terms used in these General Terms.

Our Services
1. Limepay will provide the services selected by you in the Specific Terms (the Services).
2. The parties acknowledge and agree that Limepay is free to provide the same or similar Services to any other person (including any retailer or merchant whose business is in competition with your business).
3. Limepay will comply with:
  1. all Applicable Laws in relation to the provision of the Services and maintain all licences, approvals and permits required in order for us to provide the Services; and
  2. the Payment Card Industry Data Standard Security Requirements (“PCI-DSS”) that apply to the provision of the Services.
Service process and obligations
1. If you have selected Factoring Services in the Specific Terms:
  1. we will provide the Payment Plan Services as well as our Factoring Services;
  2. you agree to pay the Debt Discount, including in the case of clause 2.5(e)(ii); and
  3. the Debt Discount will be applied at the time of a Transaction followed by our Factoring Service and will be deducted from the Purchase Price payable to you. The Debt Discount is non-refundable in the event you approve a refund of the Purchase Price to the Customer.
2. If you have selected Pay In Full Services in the Specific Terms:
  1. we will provide the Payment Processing Services;
  2. you agree to pay the Service Fees; and
  3. the Service Fees will be applied at the time a Transaction is supported by the Pay In Full Service and will be deducted from the Purchase Price payable to you. Service Fees are non-refundable in the event you approve a refund of the Purchase Price to the Customer.
3. You acknowledge and agree:
  1. your Buy Now Pay Later Service (if selected) consists of you providing credit to Customers for an amount equal to the Purchase Price and you have full responsibility to comply with all Applicable Laws in so far as they relate to your Buy Now Pay Later Service;
  2. despite the Services, in addition to your obligations noted in clause 3, you retain full responsibility for the Goods, including delivery of the Goods to Customers, merchantability of the Goods and other obligations as stipulated under relevant consumer protection laws applicable to you as the merchant; and
  3. the Customer Terms will be provided to you by Limepay contemporaneously with the Software and as with the Software, Limepay may amend the Customer Terms from time to time at its discretion in accordance with clause 10 of these General Terms.
4. In relation to our provision of Services you must:
  1. accurately represent the Customer Terms to Customers, including not representing that your Buy Now Pay Later Service is the provision of credit by us to the Customer;
  2. display the Customer Terms prior to the Customer using your Services, via a hyperlink requiring the Customer to tick a box to affirmatively agree to the Customer Terms before proceeding;
  3. not amend the Customer Terms without our prior written approval; and
  4. not impose any fees or charges, interest, or surcharge on a Customer for using your Buy Now Pay Later Service.
5. In relation to our provision of Services to you, we:
  1. may update the Customer Terms at any time in accordance with clause 10.3;
  2. are responsible for, and you agree to us, making the updated Customer Terms available to your Customers as part of the Services with such updated Customer Terms to take effect in relation to all new Transactions in accordance with clause 10.3;
  3. we will communicate with the Customer on your behalf to provide Transaction confirmations, Repayment schedules and notice of the acquisition of the relevant Customer’s Debt (if applicable);
  4. will perform identity verification and credit assessment as we consider appropriate in our absolute discretion, on each Customer to amongst other things, ensure the Services comply with Applicable Law and our Policies (Due Diligence); and
  5. may, in our absolute discretion:
    1. decline to purchase a proposed Customer’s Customer Debt; or
    2. only agree to purchase the Customer’s Customer Debt if they use your Pay In Full Service instead of your Buy Now Pay Later Service; and
  6. we are under no obligation to purchase a Customer’s Customer Debt as part of the Factoring Services.
  For the avoidance of doubt, we will only purchase the Customer Debt using your Pay In Full Service, if the Customer is declined the Buy Now Pay Later Service as a result of us making a decision in accordance with clause 2.5(e)(ii) but elects to proceed with the Transaction using your Pay In Full Service.
6. Subject to this clause 2, contemporaneously with (but immediately following in time) a Customer checking out using your Buy Now Pay Later Service (or, if clause 2.5(e)(ii) applies, using your Pay In Full Service) and us:
  1. completing Due Diligence;
  2. determining we are willing to offer our Factoring Service in relation to that particular Customer’s Customer Debt; and
  3. prior to the first payment,
  Limepay agrees to purchase the Customer’s Debt from you by paying the Debt Purchase Price to your nominated bank account and you agree to irrevocably transfer to us, all your rights and obligations under the relevant Customer Terms, including the right to receive all Repayments from the Customer in relation to that Customer’s Customer Debt. We will notify the Customer of our purchase of the Customer Debt immediately following payment of the Debt Purchase Price.
7. Notwithstanding the paragraph above, you agree and acknowledge that the acquisition of any given Customer Debt is subject to our approval which we may decline to give in our absolute discretion.
8. The Debt Purchase Price for each Transaction will be paid into your nominated bank account the same day of the Transaction or the following day, however, due to processing times, payments may take up to 3 Business Days to appear in your nominated bank account following completion of each relevant Transaction.
9. You agree that notwithstanding that the Customer Debt and benefit of the Customer Terms have been purchased by us, all communications to Customers regarding Repayment reminders and other communications relating to the Customer’s Payment Plan will continue to use your branding in accordance with the licence granted in clause 8 unless clause 2.10 applies.
10. Limepay agrees that should steps to recover the Purchase Price from the Customer because of Payment Default need to be undertaken (Debt Recovery Actions), Limepay or its third party provider (as applicable), will not use your branding in such Debt Recovery Actions.
Merchant obligations
1. You must:
  1. not represent that you act on behalf of, or as agents for, us;
  2. comply with all laws applying to the sale of the Goods, the provision of credit to Customers and the transfer of Customer Debt to us and also with the Specifications issued by us and the terms of this Agreement;
  3. not engage in any misleading or deceptive or similarly prohibited conduct in relation to the sale of the Goods by you, the provision of credit to Customers and the Services provided by us;
  4. provide us with accurate, correct and valid information that we require, including facilitating any request from us for Customer Data, and promptly notify us of any changes – which may include such information as total Transactions and aggregate chargeback data;
  5. deal with all Customer disputes, complaints and enquiries in accordance with law and, for the avoidance of doubt, you acknowledge that you are responsible for all Customer claims relating to Transactions, Goods or the Merchant experience;
  6. immediately reimburse Limepay for all disputes (or chargeback) fees charged to Limepay by a payment processor in respect of a Customer dispute or query relating to amounts payable by a Customer for any Goods;
  7. provide us with any necessary information to contest a chargeback claim at least 15 days prior to that claim’s due date;
  8. in relation to our administration of Customer Debt that we have purchased from you:
    1. ensure that you reasonably assist with any of our requests for information to enable us to resolve any dispute relating to the Customer Debt; and
    2. act in good faith and collaboratively with us to resolve any disputes or customer success related issues relating to the Customer Debt;
  9. take reasonable steps to ensure that Customers do not do anything which will result in a loss or unnecessary expenditure of Limepay or will breach any law or use the Services in a manner which facilitates, causes or results in anything illegal, or any of the things that constitute Restricted Activities; and
  10. use commercially reasonable efforts to monitor and take action to decrease the likelihood of Restricted Activity and to reasonably assist us in complying with Applicable Laws.
2. You acknowledge and agree that you:
  1. will provide accurate information and reasonable assistance to us in relation to the use and delivery of the Services;
  2. are solely responsible for providing support and related services to the Customers for all issues relating to the supply of the Goods and the Goods themselves and the merchant experience;
  3. will provide us with such information and Customer Data, as is necessary for us to establish accounts, comply with Applicable Laws and payment industry rules or standards or as otherwise reasonably necessary for us to provide the Services; and
  4. will promote the Services in accordance with this Agreement.
Refunds
1. Your refund policy, including any conditions or limitations on refunds, cancellations or exchanges, must be provided to Customers before they purchase Goods from you. You have sole discretion to approve a Customer’s request for a refund. Limepay will only process a refund in accordance with this clause 4 when it is notified that you have approved a refund. Limepay will refer any queries or enquiries with respect to refunds, or the condition of the Goods, directly to you. All liability for refunds sits with you.
2. If you accept a Customer’s request for a refund (either fully or partially), the following terms apply:
  1. unless clause 2.5(e)(ii) applies to the Transaction, on Transactions where the Purchase Price is paid in full by the Customer (and if you have selected Pay In Full Services in the Specific Terms):
    1. where you notify us you have approved a full refund, we will deduct the Purchase Price from amounts payable to you and pay that amount to the Customer’s nominated debit/credit card; and
    2. where you notify us you have approved a partial refund (being a refund for an amount less than the full Purchase Price), we will deduct the refund amount (as advised by you) from amounts payable to you and pay that amount to the Customer’s nominated credit/debit card;
  2. on Transactions where the Customer has paid for the Goods using your Buy Now Pay Later Service or, if clause 2.5(e)(ii) applies, using your Pay In Full Service (and the Services you have selected in the Specific Terms includes Factoring Services):
    1. where you notify us you have approved a full refund we will: deduct the Debt Purchase Price from the amount payable to you; charge you a Refund Fee equal to the Debt Discount; pay the amount of any Repayments already made by the Customer to their nominated debit/credit card; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed. If the refund amount is greater than the Debt Purchase Price, a Refund Fee equal to the difference between the refund amount and the Debt Purchase Price will be charged to you;
    2. where you notify us you have approved a partial refund (being a refund for an amount less than the full Purchase Price) and the Customer’s Repayments owing to us are greater than the refund amount, we will: deduct the refund amount from amounts payable to you; adjust the Customer’s Repayment schedule to reflect the change to the new amount owing; notify the Customer of their updated Repayment schedule; and continue debiting Repayments from the customer’s card until the new amount owing is paid in full;
    3. where you notify us you have approved a partial refund equal to the Customer’s outstanding Repayments we will: deduct the refund amount from amounts payable to you; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed;
    4. where you notify us you have approved a partial refund and the Customer’s outstanding Repayments are less than the refund amount, we will: deduct the refund amount from amounts payable to you; pay the difference between the Customer’s outstanding Repayments and the refund amount to the Customer’s nominated credit/debit card; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed;
    5. where you notify us you have approved a partial refund and the refund amount exceeds the Debt Purchase Price we will: deduct the Debt Purchase Price from amounts payable to you; charge you a Refund Fee equal to the difference between the total refund amount and the Debt Purchase Price; pay the refund amount to the Customer’s nominated credit/debit card; cancel the Customer’s future Repayments; and notify the Customer that their debt is settled in full and no further amounts are owed.
3. Refund Fees are charged to you on a quarterly basis. We will notify you of these charges when they are made.
4. We may, without prior notice to you, set-off any amount we owe to you against any amount that you owe to us. If the amount owing to us is not satisfied within seven days, we are entitled to demand immediate payment from you.
5. You must provide any refunds to Customers required by Applicable Laws. If you do not provide a refund and we are held liable as a linked credit provider we will treat any such liability as if a refund had been approved by you and make any relevant deductions from amounts payable to you in accordance with this clause 4.
Suspected Fraud and Illegal Activity
1. You must take all reasonable steps to prevent fraudulent use by your Customers of the Services.
2. You must notify us, as soon as reasonably practicable, if you become aware of, or suspect, any Restricted Activity or other fraudulent activity on the part of a Customer using the Services or of any loss, theft, misappropriation, or unauthorised use of the Services in relation to a Transaction or Customer.
3. In addition to our rights under clause 7, if we suspect that any use of the Services is fraudulent, is not authorised, is in violation of this Agreement, a law, regulation or payment scheme, or is likely to expose either us or any other party to harm, or that you are facilitating any similar activity or outcome, we reserve the right to:
  1. immediately suspend the Services until the issue(s) prompting the suspension are resolved to our satisfaction or the Services are terminated under clause 7; and/or
  2. not process any underlying Transaction, and if the Transaction has already been processed, to reverse it if possible to do so, and/or to advise a Customer to claim such funds back resulting in a chargeback.
4. Subject to any requirements under Applicable Law, you grant us permission to provide any law enforcement, government or similar agency or body with information about the Services, any Customer, underlying Transactions and any other information or data we hold about these matters, if we suspect that anyone is issuing or enabling use of the Services in such a way as to facilitate the type of activity or outcomes described in this clause 5.
Indemnity, Liability and Disclaimers
1. Except as otherwise set out in this Agreement, the Services are provided on an “as is” and “as available” basis. Except as provided in this Agreement or the Consumer Law (defined below) and to the extent permitted by law, we expressly disclaim all warranties of any kind, whether expressed or implied, including, to the implied warranty of merchantability, fitness for a particular purpose and non-infringement. In particular, we make no warranty that the Services will be uninterrupted, timely, secure, or error-free, the results that may be obtained from the use of the Services will be accurate or reliable, or that any errors in the Software or the Services will be corrected.
2. If your Nominated Jurisdiction is Australia, nothing in this Agreement is intended to exclude, restrict or modify the rights which you may have in respect of the consumer guarantees under Schedule 2 of the Competition and Consumer Act 2010 (Cth) or under the Australian Securities and Investments Commission Act 2001 (Cth) (together the Consumer Law). If you are a consumer or other person to whom the Consumer Law applies, we acknowledge that those consumer guarantees in the Consumer Law which cannot be excluded will apply to the supply of services under this Agreement. Where the consumer guarantees in the Consumer Law apply, our liability for breach of a consumer guarantee is limited to (at our election):
  1. re-supplying the services; or
  2. paying the costs of having the services supplied again.
3. If your Nominated Jurisdiction is New Zealand, you agree that the Services are being acquired for the purposes of a business and therefore the Consumer Guarantees Act 1993 (NZ) does not apply.
4. If the consumer guarantees in the Consumer Law do not apply or clause 6.3 does not apply for some reason, to the extent Limepay cannot exclude its liability under or in connection with this Agreement or the provision of the Services, subject to any other terms of this Agreement and the Applicable Laws, its total liability is limited to the total fees paid by you to Limepay in the six month period preceding the event giving rise to the claim.
5. You agree to indemnify and hold us, and our Related Entities (Our) and Our respective, officers, agents, contractors, employees and representatives (collectively Indemnified Persons), harmless from any claim, liability, loss, cost, expense or demand that any Indemnified Person may suffer arising out of:
  1. your breach of this Agreement, including your failure to comply with your obligations under this Agreement;
  2. your breach of any law relating to the sale of the Goods, the provision of credit to Customers or the sale of Customer Debt to us;
  3. any dispute between you and the Customer or other third party;
  4. any negligence or wilful/intentional misconduct by you or your representatives; and
  5. any claim by any Customer or relating to your failure to comply with your legal or contractual obligations to your Customers.
6. Your liability under clause 6.5 will be reduced proportionately to the extent that any Indemnified Persons caused or contributed to the claim, liability, loss, cost, expense or demand.
7. If your Nominated Jurisdiction is in Australia, this clause 6 is for the benefit of, and is enforceable by, each Indemnified Person. If your Nominated Jurisdiction is in New Zealand, this clause 6 is for the benefit of, and is enforceable by, each Indemnified Person for the purposes of the Contract and Commercial Law Act 2017 (NZ).
Term and Termination
1. This Agreement commences on the date it is signed by both parties and continues until terminated in accordance with this clause 7.
2. This Agreement may be terminated:
  1. by either party giving the other party 30 days’ notice in writing;
  2. by either party immediately to the extent permitted by law, if the other party being a corporation goes into liquidation or has a receiver or administrator appointed (whether voluntarily or not) or, being an individual, becomes bankrupt;
  3. by us immediately:
    1. to the extent permitted by law, if you make an assignment or composition with your creditors;
    2. following the requests of law enforcement or other government agencies; or
    3. where a Force Majeure Event prevents us from complying with any of our obligations under this Agreement for a period of 60 days or more and that Force Majeure Event is still continuing or is likely to reoccur;
  4. by us, immediately, if one of the following occurs:
    1. 1. we suspect that any use of the Services is fraudulent, is not authorised, is in violation of this Agreement, a law, regulation or payment scheme, or is likely to expose either us or any other party to harm, or that you are facilitating any similar activity or outcome;
      2. you or any person or Customer has undertaken or facilitated a Restricted Activity or we have reasonable grounds to suspect Restricted Activity has or may have taken place; or
      3. due to legal, regulatory or non-payment risks or other material risk or issue that we consider is unacceptable to Limepay including fraud or suspected fraud, chargeback or other financial risk, data protection risk, or if we are unable to successfully verify Customer Data,
    provided that either:
    1. the risk is material and immediate enough to warrant immediate termination; or
    2. we have provided you with notice of the issue and it has not been remedied within 10 Business Days of receipt of that notice (and during any remedy period we may suspend provision of affected Services to avoid repetition or continuation of the issue); or
  5. by us, immediately, if you are in breach of any provision of this Agreement (including because of non-payment) and do not remedy that breach within 10 Business Days of receipt of notification of that breach or if the breach is not capable of being remedied.
3. Following termination of the Agreement:
  1. Limepay will cease providing the Services;
  2. Limepay will remove the Software from your Store;
  3. all amounts owing to us become immediately due and payable;
  4. subject to our rights under this Agreement, we will retain ownership of the Customer Debt in respect of any Transaction completed prior to termination using your Buy Now Pay Later Service or, if clause 2.5(e)(ii) applies, using your Pay In Full Service for which we have paid you the Debt Purchase Price;
  5. all licences of Intellectual Property rights are terminated (other than in respect of Limepay’s licence to continue to use your branding in connection with Customer Debt acquired prior to termination); and
  6. each party will, as soon as reasonably possible, return or destroy the other party’s Confidential Information in its possession or control.
4. Termination of this Agreement does not affect any accrued rights or liabilities of either party and does not affect any provision of this Agreement that is expressly or by implication intended to survive termination (including clauses 4 (Refunds), 6 (Indemnity, Liability and Disclaimers), 7 (Term and Termination), 8 (Intellectual Property), 11 (Privacy, Customer Data and Confidentiality) and 12 (Dispute Resolution)).
Intellectual Property
1. In order to provide the Services, we will provide you with the Software and all reasonable assistance to enable the Software to be integrated into your Store. You must advise us in advance of any intended changes to your Store (as it may relate to the Services) and/or any future plans to add any other Stores to this Agreement.
2. Subject to the licence granted to you in this clause 8, ownership of all Intellectual Property will remain at all times vested in Limepay or its Related Entity (as applicable).
3. We grant you a non-transferable, non-exclusive and revocable license to use our Software for the duration of this Agreement, provided that you do not (and do not allow any third party to) copy, modify, create derivative works of, reverse engineer, copy, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, exploit, grant a security interest in or otherwise transfer any rights in the Software, or use the Software for any purpose other than in connection with the use of the Services.
4. You grant us a non-transferable, non-exclusive and revocable licence to use your branding, logos, corporate name, business names, trademarks and marketing materials on all communications from us to Customers (other than Debt Recovery Actions) and to promote your use of the Services (including on our website and in promotional materials), in a format to be agreed by you prior to use (such agreement not to be unreasonably withheld or delayed), for the term of this Agreement and also following termination of this Agreement (but only in connection with Customer Debt acquired prior to termination).
5. We grant you a non-transferable, non-exclusive and revocable licence to use our logo, trademarks and service marks and other product and service names in your promotional materials and Store to promote use of your Buy Now Pay Later Service and Pay In Full Service, in a format to be agreed by us prior to use (such agreement not to be unreasonably withheld or delayed), for the term of this Agreement.
Tax Invoices
1. If your Nominated Jurisdiction is in Australia:
  1. Unless otherwise agreed by the parties in writing, we will issue recipient created tax invoices (RCTIs) in respect of all taxable supplies made by you to us under or in connection with this Agreement.
  2. We shall provide to you an RCTI for a taxable supply at or before the time we are required to pay or provide the consideration for that supply to you.
  3. You will not issue tax invoices in respect of any taxable supplies for which you have received a RCTI from us.
  4. We will not issue a document that would otherwise be a RCTI, on or after the date when we or you have failed to comply with any of the requirements of any determination made by the Commissioner of Taxation under subsection 29-70(3) of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  5. The parties acknowledge and agree:
    1. that they are registered for GST;
    2. to maintain such registration until all monies payable under or in connection with this Agreement are paid; and
    3. to immediately notify the other where the party ceases to be registered for GST.
2. If your Nominated Jurisdiction is New Zealand:
  1. We agree that we will issue buyer created tax invoices (BCTIs) in respect of all taxable supplies made by you to us under or in connection with this Agreement by close of business for all taxable supplies occurring that day.
  2. You will not issue tax invoices in respect of any taxable supplies for which you have received a BCTI from us.
  3. We will not issue a document that would otherwise be an BCTI, on or after the date when we or you have failed to comply with any of the requirements of section 24(2) the Goods and Services Tax Act 1985.
  4. Both parties acknowledge that they are registered for GST and agree to maintain such registration until all monies payable under or in connection with this Agreement are paid and undertake to immediately notify the other where either ceases to be registered for GST.
Amendments to this Agreement
1. We may amend this Agreement at any time in accordance with this clause 10 including, for example, if we change the functionality of our Products, introduce new products, impose new fees and charges, security reasons, or as we consider appropriate having regard to our obligations under Applicable Law.
2. Subject to clause 10.3, we may vary:
  1. the Specific Terms at any time by written notice to you (including by email), with such variation taking effect from the date stated in the notice; and
  2. the General Terms at any time by posting the updated General Terms on our website.
3. We may only vary:
  1. the fees and charges payable by you under this Agreement; or
  2. any term or condition of this Agreement that directly or materially impacts or alters a party’s obligations to the other or rights against the other (acting reasonably),
  following us providing you with 30 days’ written notice of the variation, unless we are required by a court or regulator to implement the change more quickly in which case we will notify you of the variation as soon as possible. In these circumstances, you may terminate this Agreement without penalty to avoid the change applying.
4. We may require amendment to the Customer Terms for subsequent Transactions for any reason as Limepay deems appropriate from time to time, including those noted in clause 10.1 and as deemed appropriate following changes to this Agreement. We will only vary any term or condition of the Customer Terms that directly or materially impacts or alters a party’s obligations to the other or rights against the other (acting reasonably) following us providing you with 30 days’ written notice of the variation, unless we are required by a court or regulator to implement the change more quickly in which case we will notify you of the variation as soon as possible. In these circumstances, you may terminate this Agreement without penalty to avoid the change applying.
Privacy, Customer Data and Confidentiality
1. Each party must:
  1. keep all Confidential Information disclosed by the other party strictly confidential, and keep such Confidential Information in a safe and secure place using reasonable technical and organisational security measures to prevent unauthorised access, destruction or loss;
  2. not disclose Confidential Information except to its personnel and professional advisors on a “need to know” basis;
  3. only use the Confidential Information for the purpose of performing its obligations under this Agreement and not for its own benefit or the benefit of any third party; and
  4. make all relevant personnel and professional advisors aware of the confidential nature of the Confidential Information disclosed by the other party.
2. The above obligations do not apply to information that:
  1. is or becomes public knowledge other than by breach of the confidentiality obligations set out in clause 11.1;
  2. comes into the possession of the receiving party without an obligation of confidentiality or non-disclosure before it is received from the disclosing party, or is received from a third party who lawfully acquired it and who is under no obligation of confidentiality or non-disclosure;
  3. is independently developed without access to any Confidential Information of the disclosing party;
  4. to the extent that disclosure is required by law or the rules of any stock exchange, provided that to the extent lawful and reasonably practicable to do so the receiving party notifies the disclosing party of the particulars of the required disclosure and gives the disclosing party a reasonable opportunity to take any available steps to challenge the proposed disclosure.
3. In respect of Customer Data:
  1. Limepay will collect the Customer Data from Customers on your behalf;
  2. you must ensure your privacy policy permits the collection, storage, modification and use of Customer Data by you on your behalf and your disclosure to us for the purposes of us providing the Services and you indemnify Limepay for any non-compliance with this clause;
  3. Limepay will ensure it has appropriate technical and organisational security measures in place to protect and secure Customer Data including the PCI Data Security Standards (as currently applicable);
  4. both parties must collect, store, use, modify and disclose Customer Data in accordance with the Privacy Law; and
  5. Customer Data will be shared by, and is the Confidential Information of, both you and Limepay.
Dispute Resolution
1. If a party considers that a dispute has arisen in connection with this Agreement, then that party must give written notice to the other party setting out reasonable details of the nature of the dispute (Dispute Notice). Representatives nominated by each party will meet within 7 days of the date that the receiving party receives the Dispute Notice and attempt in a good faith effort to resolve the dispute as quickly as possible.
Assignment
1. You may not assign, transfer or novate any of your rights or obligations under this Agreement without the prior written consent of Limepay (not to be unreasonably withheld).
2. We may subcontract the Payment Processing Services to Stripe Payments Australia Pty Ltd ACN 160 180 343 or its affiliates or Related Entity (Stripe) or other third party payment processing services at our absolute discretion. In the case of Stripe, these services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the Stripe Services Agreement) as well as the terms of this Agreement. By agreeing to this Agreement, you also agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of enabling Payment Processing Services, you agree to provide Limepay accurate and complete information about you and your business, and you authorize Limepay to share it and transaction information related to your use of the Payment Processing Services to Stripe or any other sub-contractor.
3. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
Governing Law

The Agreement shall be governed by the laws of the Nominated Jurisdiction and the parties agree to submit to the non-exclusive jurisdiction of the courts of the Nominated Jurisdiction.
Waiver

The failure of a party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Notices
1. We may provide you with notices and communications by electronic means including email, or by regular mail, to the addresses stated in the Specific Terms.
2. You must provide notices to us by email to the email address stated in the Specific Terms (or such other email address notified to you from time to time).
3. Electronic notices have the same meaning and effect as a paper copy.
4. Any notice or other communication shall be deemed to have been duly received:
  1. in the case of emails, on the same Business Day as the email is sent with no failure notice, if sent during standard business hours, or the next Business Day if sent outside business hours; and
  2. in the case of post, being registered express mail or equivalent, the next Business Day following the notice being sent.
Payments
1. Unless stated otherwise all amounts specified in this Agreement are exclusive of Tax (if any).
2. You must make payments of all amounts you owe us in full under this Agreement without any set-off or deduction.
3. We may make payments inclusive of set-off or deduction in accordance with our rights under this Agreement.
Force Majeure

Neither party will be liable to the other for any failure to perform its obligations under this Agreement during the time and to the extent that such performance is prevented by a Force Majeure Event. The party subject to a Force Majeure Event (the non-performing party) must notify the other party of the relevant details as soon as practicable after the Force Majeure Event occurs and endeavour to mitigate and remedy the effect of the Force Majeure Event and minimise the impact of the event on the other party.
Relationship
1. The parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed to create any relationship of employment, joint venture, partnership or agency between the parties.
Interpretation

In this Agreement:
1. Headings are inserted for ease of reference only, and do not affect the interpretation of this Agreement.
2. All payments to be made under this Agreement must be made in the currency of the Nominated Jurisdiction.
3. References to the singular include the plural and vice versa and a reference to any gender denotes the other genders.
4. References to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, body corporate, governmental or other regulatory body or agency, authority or entity, in each case whether or not having a separate legal identity.
5. Reference to any party includes its permitted assignee or transferee.
6. References to any document (however described) are references to that document as modified, novated, supplemented, varied or replaced from time to time and in any form, whether on paper or in an electronic form.
7. A reference to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
8. Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.
9. References to the word ‘include’ or ‘including’ are to be construed without limitation.
10. In addition to the Specific Terms, any schedules, appendices and attachments form part of this Agreement.
11. If the day on which any act, matter or thing is to be done under this is not a Business Day, the act, matter or thing must be done on the next Business Day.
12. Time is of the essence.
13. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the other provisions of this Agreement shall remain in full force and effect.
Definitions

In this Agreement, unless the context otherwise indicates:

Agreement means the Specific Terms (defined in the first paragraph above) together with these General Terms.

Applicable Law means all Acts, Regulations, Codes of Practice and any relevant circular, directive, policy statement and the like issued by any government or industry body which apply to the provision and receipt of the Services in the Nominated Jurisdiction from time to time and as may be amended from time to time, including the Jurisdiction Specific Laws.

Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for business generally in the Nominated Jurisdiction.

Buy Now Pay Later Service means the provision of a facility by you, through your Store, through which a Customer can apply for you to provide credit in respect of a Transaction, such credit being interest-free and repayable in fortnightly instalments or otherwise in accordance with the Customer Terms.

Confidential Information means the confidential information of a party which relates to the subject matter of this Agreement, whether or not in written format, which is by its nature confidential or is designated by either party as confidential, and includes information relating to the business, affairs, products, trade secrets, technology, know how, finances, employees, customers or suppliers of that party and the terms of this Agreement, provided that all Customer Data shall be Confidential Information of both you and Limepay.

Corporations Act means Corporations Act 2001 (Cth).

Customer means any person purchasing from your Store, who agrees to the Customer Terms and accesses the Software.

Customer Data means all information (in whatever form) collected by or on behalf of Limepay in connection with a Transaction relating to the Customer, Customer Debt or the Transaction including, customer name, phone number, email address, date of birth, driver’s licence number, passport number and credit/debit card or payment details and includes “personal information” as defined by the Privacy Law or such other information on the Customer that you gather and or hold that may be relevant to the Transaction or Services.

Customer Debt means the debt owed by a Customer to you in respect of a Transaction.

Customer Terms means the terms and conditions which govern the relationship between you and a Customer using the Services and which are agreed by the Customer as part of the Transaction.

Debt Discount means the amount calculated as the Purchase Price multiplied by the Debt Discount Percentage.

Debt Discount Percentage means the percentage set out in the Specific Terms, subject to Limepay’s right to vary the amount from time to time in accordance with this Agreement.

Debt Purchase Price means the amount Limepay will pay to acquire a Customer Debt from you, being the Purchase Price less the Debt Discount.

Debt Recovery Actions has the meaning given in clause 2.10.

Due Diligence has the meaning given in clause 2.5(d).

Factoring Services means Limepay’s acquisition of Customer Debt from the Merchant by paying the Debt Purchase Price in accordance with clause 2.5.Force Majeure Event means an event or circumstance beyond the reasonable control of either party which makes it impossible, impracticable or illegal to perform a party’s obligations under this Agreement, but does not include lack of funds for any reason.

GST has the meaning given:
1. if the Nominated Jurisdiction is Australia: to it in the A New Tax System (Goods and Services) Act 1999 (Cth) (GST Law), and unless the context requires otherwise, the expressions “GST”, “Input Tax Credit”, “Recipient”, “Supply”, “Tax Invoice” and “Taxable Supply” have the meanings given to those expressions in the GST Law; and
2. if the Nominated Jurisdiction is New Zealand: [KMJ to check with Diana to insert].
Goods means the goods or services purchased by Customers from you.

Intellectual Property means all statutory and other proprietary rights in respect of trade marks, designs, patents, circuit layouts, copyright, confidential information, and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of July 1967 as amended from time to time.

Jurisdiction Specific Laws includes:
1. if the Nominated Jurisdiction is Australia: Competition and Consumer Act 2010; Privacy Act 1988; National Consumer Credit Protection Act 2009; Anti-Money Laundering and Counter Financing of Terrorism Act 2006; Corporations Act; and Australian Securities and Investments Commission Act 2001; and
2. if the Nominated Jurisdiction is New Zealand: Consumer Guarantees Act 1993; Fair Trading Act 1986; Privacy Act 1993; Credit Contracts and Consumer Finance Act 2003; Anti-Money Laundering and Counter Financing of Terrorism Act 2009; Financial Service Providers (Registration and Dispute Resolution) Act 2008; and Property Law Act 2007.
Nominated Jurisdiction has the meaning given in the Specific Terms.

Pay In Full Service means the provision of a facility by you at your Store, through which a Customer can pay in full for Goods the subject of a Transaction.

Payment Default means when a Payment Plan is not repaid by the Customer in accordance with the Customer Terms and Repayment schedule including the agreed timeframe for Repayment, initially agreed at the time the Transaction is completed using the Buy Now Pay Later Service.

Payment Plan means the Buy Now Pay Later Service selected by a Customer immediately prior to completion of the Transaction.

Payment Plan Services means administration, management and facilitation of a Buy Now Pay Later Service offered by you to your Customers including:
1. assistance with approval of new Customer accounts;
2. providing Software to hold Customer information;
3. the Payment Processing Services;
4. managing all Customer communications on your behalf relating to your Buy Now Pay Later Service, including initial contact and all subsequent correspondence such as account balances, instalments due, and receipts.
Payment Processing Services means payment processing and facilitation services provided by Limepay’s service provider (appointed in accordance with clause 13.2) to facilitate payments for Goods purchased at your Store by a Customer’s credit or debit card or other approved payment method.

Policies means any anti-money laundering, counter terrorism, hardship, credit or other related policy or procedure we have in operation from time to time, whether required by law or regulation or determined appropriate in our absolute discretion.

Privacy Law means:
1. if the Nominated Jurisdiction is Australia: the Privacy Act 1988 (Cth); and
2. if the Nominated Jurisdiction is New Zealand: the Privacy Act 1993 (NZ).
Purchase Price means the full amount payable by a Customer to you in respect of a Transaction (including any applicable Tax and delivery costs).

Refund Fee means any fee charged by us, in accordance with clause 4, for refunding a Transaction paid using your Buy Now Pay Later Service or, if clause 2.5(e)(ii) applies, using your Pay In Full Service.

Related Entities means entities within the meaning of:
1. if the Nominated Jurisdiction is in Australia, “Related Bodies Corporate” given in section 9 of the Corporations Act; and
2. if the Nominated Jurisdiction is New Zealand, “Related Companies” given in section 2(3) of the Companies Act 1993 (NZ).
Relevant Limepay Entity means:
1. if the Nominated Jurisdiction is in Australia, Limepay Pty Ltd ABN 39 169 399 393 and any other Australian subsidiaries of Limepay from time to time; and
2. if the Nominated Jurisdiction is New Zealand, Limepay Pty Ltd ABN 39 169 399 393, Limepay Credit Pty Ltd ABN 13 631 002 714 and any other subsidiaries of Limepay from time to time.
Repayment means the Purchase Price instalments a Customer is liable to pay us following our acquisition of the relevant Customer Debt.

Restricted Activity means illegal or unlawful activity on the part of or involving a Customer or you including, without limitation, money laundering or terrorist financing.

Service Fees means the fee charged by us for processing payment of each Transaction made using the Pay In Full Service, being the amount or percentage of the Purchase Price stated in the Specific Terms subject to Limepay’s right to vary the amount from time to time in accordance with this Agreement.

Services has the meaning given in clause 1.1.

Software means the proprietary software plug-in and/or code developed by Limepay to provide the Services.

Specifications means any guidelines and specification issued by us to you, relating to the processing of a Transaction.

Specific Terms has the meaning set out in the second paragraph of these General Terms.

Store means the Website and any physical place you sell your Goods or services, including those listed in the Specific Terms.

Tax means:
1. any charge, tax, duty, levy, impost or withholding having the character of taxation, wherever chargeable and however collected or recovered, imposed for support of national, federal, state, municipal or local government or any other governmental or regulatory authority, body or instrumentality including taxes on gross or net income, profits or gains, taxes on receipts, sales, use, occupation, franchise or transfer, personal property taxes, social security taxes, GST and other value added taxes and stamp duties; and
2. any penalty, fine, interest or additional charge payable in relation to any taxation within paragraph (a) above.
Transaction means transaction(s) between you and a Customer for the sale and purchase of Goods at your Store.

Website means your e-commerce site(s) as stated in the Specific Terms, or such other website agreed in writing by Limepay.

Merchant Services Agreement General Terms

Our Services

Service process and obligations

Merchant obligations

Refunds

Suspected Fraud and Illegal Activity

Indemnity, Liability and Disclaimers

Term and Termination

Intellectual Property

Tax Invoices

Amendments to this Agreement

Privacy, Customer Data and Confidentiality

Dispute Resolution

Assignment

Governing Law

Waiver

Notices

Payments

Force Majeure

Relationship

Interpretation

Definitions

Merchant Services
Agreement General Terms