Sponsored Merchant Agreement

1. Status of terms

As a sponsored merchant acquiring payment services from the Facilitator, you will have the ability to receive payments from customers of your products and services (customers) which are funded through credit or debit card facilities. In certain circumstances, the operators of those card schemes (for example, Visa International and MasterCard International and/or their affiliates) (Card Schemes) may require that you enter into a direct contractual relationship with the bank that acquires those transactions and which is a member of the schemes administered by those Card Schemes. The terms set out in this Part A (Acquirer Terms) are entered into pursuant to such requirements and create a tripartite contractual relationship between you, the Facilitator and Macquarie.

While these Acquirer Terms establish a direct contractual relationship between you and Macquarie, please note that they do not make Macquarie responsible for the payment services you receive, product and service support or any related services, which are supplied to you directly by the Facilitator and are governed by the Facilitator’s general terms and conditions (Facilitator Terms).

2. Commencement and term

By supplying an application to us (through the Facilitator or otherwise) or submitting a transaction request to the Facilitator, you are deemed to have read, understood and accept the terms of this Sponsored Merchant Agreement and are making a standing offer to us to enter into it and comply fully with its terms. The Sponsored Merchant Agreement:

1. commences when you supply an application to us (through the Facilitator or otherwise) or submit a transaction request to the Facilitator, provided that Macquarie's obligations do not commence until we have notified your Payment Facilitator that we have accepted your application; and
2. remain in effect for as long as you continue to use the payment services, unless earlier terminated in accordance with clause 3 below.

Without limiting the above, you acknowledge that we have no obligation to accept your standing offer as contemplated in paragraph (a), on-board you or (until we have accepted your application and completed our on-boarding process) settle any funds in respect of transactions submitted by you.

3. Ending these Terms

These Acquirer Terms will terminate at the same time as the Facilitator Terms under which you receive payment services from the Facilitator terminate. Also, we may terminate these Acquirer Terms:

1. if you breach, or fail to comply with, any term of this Sponsored Merchant Agreement; and
2. for convenience, at any time on written notice to you (and, where we do so, we will use reasonable endeavours to give you prior notice, although you acknowledge this will not always be reasonably possible or practicable.)

You may terminate these Acquirer Terms by providing us 30 days' prior written notice of such termination.

If these Acquirer Terms are terminated, the Facilitator Terms are automatically terminated at the same time and you must immediately cease using the payment services from the effective time of such termination, provided that these Acquirer Terms will survive and continue to apply to you notwithstanding such termination. This will not prevent you from receiving payment services through the Facilitator through separate arrangements made by you with another member of the schemes administered by the Card Schemes.

4. Your commitments

1. You must ensure that, and it is an essential term of these Acquirer Terms that, you comply in all respects with all requirements, obligations, limitations, restrictions and conditions in any rules and requirements issued from time to time by the Card Schemes that regulate participants in the respective Card Schemes (Scheme Rules) in so far as they relate to your use of the payment services you receive from the Facilitator to accept payments from your customers. It is your obligation to familiarise yourself with any Scheme Rules, including as may be updated, amended or varied during the period in which you use the payment services.
2. You acknowledge that any representations, undertakings and warranties you make to the Facilitator under the Facilitator Terms are also made to and for the benefit of Macquarie. In addition to those representations and warranties, you warrant to us and the Facilitator that:
   1. you have the necessary power, capacity and authority to enter into this Sponsored Merchant Agreement and perform your obligations under it;
   2. you propose to use, and will use, the payment services for your own benefit only and will not resell, re-licence, re-purpose or otherwise extend the benefit or enjoyment of the payment services to any other person or entity (whether disclosed to us or not);
   3. all information supplied by you to us or the Facilitator in, and in support of, your application to use the payment services (including information about your business, business details, activities, products, services and/or other affairs) is true, accurate and current and not misleading (including by omission);
   4. you will only use the payment services for the purposes contemplated in this Sponsored Merchant Agreement and your use of the payment services will at all times comply with that agreement and all applicable laws, regulations, guidelines or standards; and
   5. you will not use the payment services for any unlawful, illegal, fraudulent, misleading, deceptive or criminal purpose or activity.
3. You must not use the payment services supplied to you under the Facilitator Terms in any jurisdiction outside Australia.

5. Our liability to you

1. To the maximum extent permitted by applicable law, you acknowledge that any services supplied to you (including the payment services supplied to you under the Facilitator Terms) are supplied on an 'as is' basis. Macquarie expressly excludes all representations or warranties, conditions or guarantees, express or implied, in fact or at law, with respect to such services or the subject matter of this Sponsored Merchant Agreement, including in relation to title, merchantability, fitness for purpose and non-infringement. Where such terms are statutorily implied and cannot be excluded, Macquarie's liability is limited to the fullest legally permissible extent.
2. Macquarie will not be liable to you or any third party for any consequential, incidental, indirect, special, punitive or exemplary damages, or for damages related to loss of profits, opportunity, revenue, goodwill, anticipated savings, inconvenience or any losses of a type referred to in paragraph (c).
3. Without limiting the generality of paragraph (b), to the maximum extent permitted by applicable law, Macquarie will not be liable for:
   1. any failure, breakdown or interruption caused by any third party processing, communications and other systems or services on which the payment services are dependent;
   2. any loss of data, personalised settings or other interruptions to the payment services, due to technical or other difficulties;
   3. any unauthorised use of the payment services by you or any viruses, trojans or other harmful code; or
   4. any loss or damage you suffer resulting from any failure to credit the Facilitator bank accounts or any other account, due to technical or administrative difficulties related to the banking system used for the transfer of funds,
   and in no circumstances will Macquarie have any liability to you in relation to the payment services, products or services of the Facilitator or the Facilitator's performance or non-performance of any of its obligations to you under the Facilitator Terms.

6. Disputes

1. You acknowledge that, in lieu of any court proceedings, arbitration or other formal claim, you must first direct any complaints or disputes in connection with the payment services or any products or services supplied to you by the Facilitator to the Facilitator and not to Macquarie, and use all reasonable efforts to resolve that complaint or dispute by good faith discussion. This includes complaints or disputes initiated by a customer. Your point of contact for these purposes is:
   Southern Payment Systems Pty Ltd t/as Pin Payments ABN 46 154 451 582

   Name of contact person:

   Caitlin Farrell

   Email:

   support@pinpayments.com

   Address:

   Suite 1, Level 6, 66 St Georges Terrace, Perth, WA, 6000

   Telephone contact:

   1300 364 800

2. We may settle, directly with the Facilitator, payment transactions processed through the payment services the Facilitator supplies to you. However, you expressly acknowledge that the Facilitator, and not Macquarie, is responsible for the settlement of funds with you. If you have acquirer-specific questions or issues, you may contact us in our capacity as acquirer of the payment transactions you submit through the Facilitator using the contact details set out below.

   Email:

   corporatetransactionalbanking@macquarie.com

7. General

1. We may assign, subcontract or otherwise transfer all or any part of our rights or obligations under this Sponsored Merchant Agreement to another person. You must not assign, transfer or otherwise convey any of your rights under or in connection with this Sponsored Merchant Agreement to any third party without our prior written consent.
2. You and us remain independent contractors. These Acquirer Terms do not create any agency, partnership or relationship of employment between you and us. The Facilitator enters into these Acquirer Terms, and those parts of the Facilitator Terms which are designated by Macquarie from time to time for the purposes of this clause, on behalf of and as agent of Macquarie.
3. This Sponsored Merchant Agreement will be governed by the laws of the State of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of that State and the courts that hear appeals from them.
4. Any provision of this Sponsored Merchant Agreement which is invalid or unenforceable will be read down or severed to the extent of that invalidity or unenforceability. The remaining provisions of this Sponsored Merchant Agreement are and will continue to be valid and enforceable in accordance with its terms.