Merchant Agreement

Parties

This Merchant Agreement ("Agreement") is entered into between:

1. Jet Support Pty Ltd (ABN placeholder) trading as NewPay ("NewPay", "we", "us", or "our"); and
2. The Merchant ("you", "your", or "Merchant"), being the business entity that has registered for and agreed to use NewPay's payment processing services.

Together referred to as the "Parties" and individually as a "Party".

1. Definitions

In this Agreement, unless the context otherwise requires:

• "Acquirer" means the acquiring bank or financial institution that processes card payment transactions on behalf of the Merchant through NewPay's platform.
• "Ad Content" means any advertising material, creative assets, videos, images, or other promotional content displayed on the Terminal by or on behalf of third-party advertisers.
• "Effective Date" means the date on which the Merchant completes registration and accepts this Agreement, or the date on which the first Terminal is activated at a Merchant Location, whichever occurs first.
• "Location" or "Merchant Location" means the physical premises of the Merchant where a Terminal is installed and used for payment processing.
• "Merchant Fee" means the fee payable by the Merchant for each Transaction processed through the Terminal, as set out in Schedule A.
• "Services" means the payment processing, terminal provision, and related services provided by NewPay to the Merchant under this Agreement.
• "Terminal" means the Verifone AXIUM series (Android) payment terminal provided by NewPay to the Merchant for processing card payments and displaying advertising content.
• "Transaction" means any card payment (credit, debit, or eftpos) processed through a Terminal at a Merchant Location.

2. Services

NewPay agrees to provide the following services to the Merchant:

2.1 Payment Processing

NewPay will facilitate the processing of card payment Transactions at the Merchant's Location(s) through the Terminal. Transactions are processed via the Linkly MPOS payment gateway and settled through the Acquirer. NewPay is not itself a bank, financial institution, or payment scheme and acts as an intermediary technology provider.

2.2 Terminal Provision

NewPay will provide the Merchant with one or more Terminals at no upfront cost. Terminals are provided free of charge and remain the property of NewPay at all times. The Merchant is granted a licence to use the Terminal solely for the purpose of processing Transactions and displaying Ad Content as contemplated by this Agreement.

2.3 Advertising Display

The Terminal will display Ad Content from third-party advertisers during idle time (full-screen advertisements) and alongside transaction information during checkout (partial-screen advertisements). The display of advertising is a fundamental component of the NewPay service model, as advertising revenue subsidises the reduced Merchant processing fees.

3. Merchant Obligations

3.1 General Obligations

The Merchant agrees to:

• Use the Terminal solely for its intended purpose of processing legitimate card payment Transactions
• Maintain the Terminal in good working condition and in a safe, accessible location visible to customers
• Ensure that all staff who operate the Terminal are adequately trained in its proper use
• Report any Terminal malfunctions, damage, or technical issues to NewPay promptly
• Maintain a stable and adequate internet connection at each Merchant Location to enable Transaction processing, settlement, and advertising content delivery
• Keep the Terminal powered on and connected during all business operating hours
• Comply with all applicable laws, regulations, and card scheme rules in connection with the use of the Services

3.2 Prohibited Conduct

The Merchant must not:

• Tamper with, modify, disassemble, or attempt to reverse-engineer the Terminal hardware or software
• Process fraudulent, fictitious, or unauthorised Transactions, including split transactions designed to circumvent card scheme limits or rules
• Obstruct, cover, obscure, or interfere with the display of Ad Content on the Terminal in any way
• Install any unauthorised software, applications, or peripherals on the Terminal
• Use the Terminal at any location other than an approved Merchant Location without prior written consent from NewPay

3.3 Compliance

The Merchant must comply with all applicable laws, regulations, and industry standards, including but not limited to the Competition and Consumer Act 2010 (Cth), anti-money laundering and counter-terrorism financing legislation, PCI DSS requirements, and all applicable card scheme rules and regulations (Visa, Mastercard, eftpos).

4. Fees and Payment

4.1 Merchant Processing Fee

The Merchant shall pay a processing fee of 0.55% of the total Transaction value for each Transaction processed through the Terminal. This fee applies to all card types (credit, debit, and eftpos) unless otherwise specified in Schedule A.

4.2 Fee Deduction

The Merchant Processing Fee will be automatically deducted from the Transaction settlement amount prior to funds being deposited into the Merchant's nominated bank account. The Merchant authorises NewPay and the Acquirer to deduct all applicable fees from settlement proceeds.

4.3 Fee Changes

NewPay may change the Merchant Processing Fee from time to time. NewPay will provide the Merchant with at least 30 days' written notice of any fee changes. If the Merchant does not agree to the new fees, the Merchant may terminate this Agreement in accordance with Section 9 before the new fees take effect.

4.4 Surcharging

The Merchant is permitted to apply a surcharge to card transactions in accordance with applicable card scheme rules and the Competition and Consumer Act 2010 (Cth). Any surcharge applied must not exceed the cost of acceptance for the relevant card type and must be clearly disclosed to cardholders before the transaction is completed.

5. Settlement

5.1 Settlement Timeline

Settlement of Transaction proceeds (less applicable fees) will be deposited into the Merchant's nominated bank account in accordance with the Acquirer's standard settlement schedule, which is typically within one to two (1-2) business days of the Transaction date. NewPay does not guarantee settlement timeframes, as they are dependent on the Acquirer and banking systems.

5.2 Bank Account Requirements

The Merchant must provide and maintain a valid Australian bank account (with a valid BSB and account number) in the name of the Merchant's registered business for settlement purposes. The Merchant must promptly notify NewPay of any changes to its bank account details. NewPay is not responsible for any loss arising from incorrect bank account information provided by the Merchant.

5.3 Chargebacks

In the event of a chargeback (a reversal of a Transaction initiated by the cardholder or issuing bank), the Merchant shall be liable for the full amount of the chargeback plus a chargeback fee of $25.00 (AUD) per chargeback. NewPay and/or the Acquirer may deduct chargeback amounts and fees from future settlement proceeds. The Merchant agrees to cooperate with NewPay and the Acquirer in investigating and resolving chargeback disputes.

6. Terminal Equipment

6.1 Ownership

All Terminals provided under this Agreement remain the sole and exclusive property of NewPay. The Merchant acquires no ownership interest in the Terminal. The Terminal is provided on a licence basis for use in accordance with this Agreement only.

6.2 Care and Maintenance

The Merchant shall take reasonable care of the Terminal and shall not move the Terminal from the approved Merchant Location without prior written consent from NewPay. The Merchant is responsible for ensuring the Terminal is kept clean, free from physical damage, and protected from theft, water damage, and extreme temperatures.

6.3 Loss or Damage

The Merchant shall be liable for any loss, theft, or damage to the Terminal while it is in the Merchant's possession or at a Merchant Location, except for damage caused by normal wear and tear or manufacturer defects. NewPay reserves the right to charge the Merchant for the replacement cost of a Terminal that is lost, stolen, or damaged beyond repair due to the Merchant's negligence or breach of this Agreement.

6.4 Return of Terminal

Upon termination of this Agreement for any reason, the Merchant must return all Terminals to NewPay within 14 days of the termination date, in good working condition (reasonable wear and tear excepted). NewPay will provide instructions for the return or collection of Terminals. Failure to return the Terminal within the specified period may result in the Merchant being charged for the replacement cost of the Terminal.

7. Advertising

7.1 Ad Display Acknowledgment

The Merchant acknowledges and agrees that the display of Ad Content on the Terminal is a fundamental component of the NewPay service model. The Merchant consents to the display of third-party advertising on the Terminal during idle time and alongside transaction information during payment processing.

7.2 Exclusions

The Merchant may request the exclusion of advertising from specific advertisers or advertising categories (e.g., competitors, certain industries) by submitting a written request to NewPay. NewPay will use reasonable efforts to honour such exclusion requests, but does not guarantee that all exclusion requests can be accommodated. NewPay reserves the right to determine which Ad Content is displayed on Terminals.

7.3 No Endorsement

The display of Ad Content on a Terminal does not constitute an endorsement, recommendation, or approval of the advertised product, service, or brand by the Merchant. The Merchant has no obligation to promote, sell, or recommend any advertised products or services to customers.

8. Data and Privacy

8.1 Transaction Data Collection

The Merchant acknowledges that NewPay collects and processes Transaction data, including transaction amounts, dates, times, card types, and terminal identifiers, for the purposes of providing the Services, generating reports, facilitating settlement, and providing aggregated data to advertisers. NewPay does not collect or store full card numbers.

8.2 Privacy Policy

The collection, use, and disclosure of personal information by NewPay is governed by our Privacy Policy, which forms part of this Agreement. The Merchant agrees to comply with all applicable privacy legislation, including the Privacy Act 1988 (Cth), in connection with any personal information it handles in relation to the Services.

9. Term and Termination

9.1 Term

This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated by either Party in accordance with this Section 9. There is no minimum term and no lock-in contract.

9.2 Termination by Merchant

The Merchant may terminate this Agreement at any time by providing at least 14 days' written notice to NewPay. Notice may be provided by email to legal@newpay.jetsupport.com.au or through the Merchant dashboard.

9.3 Termination by NewPay

NewPay may terminate this Agreement:

• Immediately if the Merchant breaches any material term of this Agreement, engages in fraudulent activity, or if continued service poses a legal, regulatory, or reputational risk to NewPay.
• With 30 days' written notice for any other reason, including but not limited to business or operational reasons.

9.4 Effect of Termination

Upon termination of this Agreement: (a) the Merchant's right to use the Terminal and Services will cease immediately; (b) the Merchant must return all Terminals within 14 days in accordance with Section 6.4; (c) any outstanding fees, chargebacks, or amounts owed to NewPay become immediately due and payable; and (d) NewPay will process any pending settlements within its standard settlement timeframes.

10. Liability

10.1 Limitation of Liability

To the maximum extent permitted by law, NewPay's total aggregate liability to the Merchant under or in connection with this Agreement shall be limited to direct damages and shall not exceed the total Merchant Fees paid by the Merchant to NewPay during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Exclusions

To the maximum extent permitted by law, NewPay shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or in connection with this Agreement, whether based on contract, tort, negligence, strict liability, or any other legal theory. Nothing in this Agreement excludes or limits any guarantee, condition, warranty, right, or remedy implied or imposed by the Australian Consumer Law or any other legislation that cannot lawfully be excluded or limited.

10.3 Merchant Indemnity

The Merchant agrees to indemnify, defend, and hold harmless NewPay, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Merchant's breach of this Agreement; (b) the Merchant's negligence or wilful misconduct; (c) any fraudulent or unauthorised Transactions processed through the Merchant's Terminal; (d) the Merchant's failure to comply with applicable laws or card scheme rules; or (e) any claim by a third party arising from the Merchant's use of the Services.

11. General

11.1 Entire Agreement

This Agreement, together with the Privacy Policy, Terms of Service, and Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether written or oral.

11.2 Amendment

NewPay may amend this Agreement from time to time by providing the Merchant with at least 30 days' written notice of the proposed changes. Continued use of the Services after the effective date of the amendment constitutes acceptance of the amended terms.

11.3 Assignment

The Merchant may not assign or transfer its rights or obligations under this Agreement without the prior written consent of NewPay. NewPay may assign its rights and obligations under this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

11.4 Governing Law

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Each Party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

11.5 Notices

All notices under this Agreement shall be in writing and delivered by email. Notices to the Merchant shall be sent to the email address associated with the Merchant's account. Notices to NewPay shall be sent to legal@newpay.jetsupport.com.au. Notices are deemed received on the day they are sent, provided no delivery failure notification is received.

Schedule A: Fee Schedule

The following fees apply under this Agreement:

All fees are exclusive of GST unless otherwise stated. NewPay reserves the right to amend the fee schedule with 30 days' written notice to the Merchant.