Terms of Service

1. Introduction

Welcome to NewPay. These Terms of Service ("Terms") govern your access to and use of the website, platform, and services (collectively, the "Services") operated by Jet Support Pty Ltd (ABN placeholder) trading as NewPay ("we", "us", "our", or "NewPay").

By accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific services you use (including the Merchant Agreement and Advertiser Agreement, if applicable). If you do not agree to these Terms, you must not use our Services.

Please read these Terms carefully before using our Services.

2. Services Overview

NewPay provides an advertising-subsidised payment processing platform for Australian businesses. Our Services include, but are not limited to:

• Payment processing: We facilitate card payment transactions for merchants through Verifone AXIUM payment terminals integrated with the Linkly MPOS payment gateway. Merchants pay a reduced processing fee of 0.55% per transaction.
• Terminal provision: We provide Verifone AXIUM series (Android) payment terminals to registered merchants at no upfront cost. Terminals remain the property of NewPay.
• Advertising platform: We display brand advertising on payment terminal screens during idle time and alongside transaction details during checkout. Advertisers pay 0.55% of the transaction value at terminals where their ads are displayed.
• Merchant dashboard: A web-based portal for merchants to view transaction history, settlement reports, and account settings.
• Advertiser dashboard: A web-based portal for advertisers to manage campaigns, upload creative assets, view performance reports, and manage prepaid balances.
• Website: Our marketing website at newpay.jetsupport.com.au, which provides information about our Services, merchant sign-up, advertiser inquiries, and other resources.

The specific terms governing the use of our payment processing and advertising services are set out in the Merchant Agreement and Advertiser Agreement respectively, which are incorporated into these Terms by reference.

3. Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding agreement
• If registering as a merchant: operate a registered Australian business with a valid Australian Business Number (ABN)
• If registering as an advertiser: represent a legitimate business or organisation
• Not have been previously suspended or removed from our Services
• Comply with all applicable laws and regulations, including Australian consumer law, anti-money laundering legislation, and card scheme rules

We reserve the right to refuse service to any person or business at our sole discretion.

4. Account Registration

To access certain features of our Services, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information during the registration process
• Maintain and promptly update your account information to keep it accurate, current, and complete
• Maintain the security of your account by protecting your password and restricting access to your account
• Promptly notify us of any unauthorised use of your account or any other breach of security
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, not current, or incomplete.

5. Acceptable Use

You agree not to use our Services to:

• Violate any applicable law, regulation, or card scheme rule
• Process fraudulent, illegal, or unauthorised transactions
• Engage in money laundering, terrorist financing, or any other financial crime
• Infringe upon the intellectual property rights or other rights of any third party
• Transmit any malicious code, viruses, or other harmful software
• Attempt to gain unauthorised access to our systems, networks, or other users' accounts
• Interfere with or disrupt the operation of our Services or the servers and networks used to make them available
• Use automated means (such as bots, scrapers, or spiders) to access our Services without our prior written consent
• Modify, tamper with, or reverse-engineer any NewPay terminal or software
• Remove, obscure, or alter any advertising content displayed on NewPay terminals
• Use our Services in any manner that could damage, disable, overburden, or impair our platform

Violation of this acceptable use policy may result in immediate suspension or termination of your account and access to our Services.

6. Intellectual Property

All intellectual property rights in and to the Services, including but not limited to the website, platform, terminal software, branding, logos, trademarks, content, and documentation, are owned by or licensed to NewPay.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use our Services solely for the purposes described in these Terms and any applicable agreement (Merchant Agreement or Advertiser Agreement). This licence does not include the right to:

• Modify, copy, or create derivative works based on our Services or any part thereof
• Sell, resell, licence, sublicence, distribute, or commercially exploit any part of our Services
• Reverse engineer, decompile, or disassemble any software used in connection with our Services
• Use our trademarks, logos, or branding without prior written consent

Any feedback, suggestions, or ideas you provide to us about our Services may be used by us without any obligation to compensate you.

7. Third-Party Services

Our Services may integrate with or contain links to third-party services, including but not limited to:

• Payment card schemes (Visa, Mastercard, eftpos)
• Payment gateway providers (Linkly)
• Terminal hardware and software providers (Verifone)
• Banking and financial institutions
• Analytics and monitoring services

These third-party services are governed by their own terms and conditions. We are not responsible for the availability, accuracy, or content of any third-party services, and your use of such services is at your own risk.

8. Disclaimer of Warranties

To the maximum extent permitted by applicable law, our Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

• Our Services will be uninterrupted, timely, secure, or error-free
• The results obtained from the use of our Services will be accurate or reliable
• Any defects in the Services will be corrected
• Our Services will meet your specific requirements
• Payment terminals will function without interruption at all times

Nothing in these Terms excludes or limits any guarantee, condition, warranty, right, or remedy implied or imposed by any legislation that cannot lawfully be excluded or limited, including the Australian Consumer Law.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• NewPay shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with your use of our Services.
• Our total aggregate liability for all claims arising out of or in connection with these Terms or your use of our Services shall not exceed the total fees paid by you to NewPay in the twelve (12) months preceding the event giving rise to the claim.
• We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, telecommunications failures, power outages, acts of government, or failures of third-party service providers.

These limitations apply regardless of whether the liability is based on contract, tort (including negligence), strict liability, or any other legal theory, and even if we have been advised of the possibility of such damages.

10. Indemnification

You agree to indemnify, defend, and hold harmless NewPay, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of our Services
• Your breach of these Terms or any applicable agreement
• Your violation of any law, regulation, or third-party right
• Any dispute between you and a third party relating to your use of our Services
• Any fraudulent, illegal, or unauthorised transactions processed through your account

11. Privacy

Your privacy is important to us. Our collection, use, and disclosure of personal information in connection with our Services is described in our Privacy Policy, which is incorporated into these Terms by reference.

By using our Services, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy.

12. Modifications

We reserve the right to modify these Terms at any time. When we make changes, we will:

• Update the "Last updated" date at the top of these Terms
• Post the revised Terms on our website
• For material changes affecting your rights or obligations, provide at least 30 days' notice before the changes take effect, either by email or through a prominent notice on our platform

Your continued use of our Services after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services.

13. Termination

Either party may terminate these Terms and the associated account at any time:

• By you: You may terminate your account at any time by contacting us at legal@newpay.jetsupport.com.au or through your account dashboard. For merchants, terminal equipment must be returned within 14 days of account closure.
• By us: We may suspend or terminate your account immediately if you breach these Terms, engage in fraudulent activity, or if we are required to do so by law. We may also terminate your account with 30 days' notice for any other reason.

Upon termination:

• Your right to use our Services will cease immediately
• Any outstanding fees or amounts owed to NewPay will become immediately due and payable
• We will process any pending settlements within our standard settlement timeframes
• We may retain your data as required by law and as described in our Privacy Policy
• Provisions that by their nature should survive termination (including indemnification, limitation of liability, and dispute resolution) will survive

14. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Any disputes arising out of or in connection with these Terms shall be resolved as follows:

1. Negotiation: The parties shall first attempt to resolve any dispute through good faith negotiation. Either party may initiate negotiation by providing written notice to the other party.
2. Mediation: If the dispute is not resolved within 30 days of the initial notice, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, NSW. The costs of mediation shall be shared equally between the parties.
3. Litigation: If the dispute is not resolved through mediation within 60 days, either party may commence legal proceedings in the courts of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of those courts.

Nothing in this section prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, Merchant Agreement, and Advertiser Agreement (as applicable), constitute the entire agreement between you and NewPay regarding your use of our Services, and supersede all prior agreements and understandings, whether written or oral.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorised representative of NewPay.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, war, terrorism, pandemic, government actions, power failures, internet or telecommunications failures, or failures of third-party service providers.

15.6 Notices

All notices under these Terms shall be in writing and delivered by email to the email address associated with your account (for notices to you) or to legal@newpay.jetsupport.com.au (for notices to us). Notices are deemed received on the day they are sent, provided no bounce-back or delivery failure notification is received.

16. Contact

If you have any questions about these Terms of Service, please contact us: