GreenPay Merchant Terms and Conditions

1 Introduction

1.1 These terms and conditions (Terms) are entered into between GreenPay Australia Pty Ltd (ACN 674 964 973) (we, us or our) and you, together the Parties and each a Party.

1.2 We work with you to construct a payment solution where a portion of profits made by GreenPay are directed to help protect and restore the environment (GreenPay Solution).

1.3 The GreenPay Solution is powered by third party service providers, who may provide you with access to onboarding systems, payment gateways, payment processors and reporting systems, and includes providers such as Fiserv, Fat Zebra, Eway, MVSI and others (Third Party Service Providers). We, in providing the GreenPay Solution, do not collect, hold, process or settle funds on your behalf. We act as an Independent Sales Organisation on behalf of Fiserv and receive a fee from Fiserv. We act as a partner of Fat Zebra, Eway, and others, and may receive a fee, margin or commission from these Third Party Service Providers.

1.4 While we provide you access to the GreenPay Solution, we do not directly provide the Services. You acknowledge and agree that the Services are provided by those Third Party Service Providers and not us, and your use of any service provided by a Third Party Service Provider is governed by the terms and conditions of that Third Party Service Provider, including the Fiserv Merchant Agreement (Third Party Terms). We are not a party to those terms and conditions and we cannot bind a Third Party Service Provider to any Third Party Terms, including the Fiserv Merchant Agreement.

1.5 To deliver the GreenPay Solution, by agreeing to these Terms, you authorise us to enter into additional agreements with Third Party Service Providers on your behalf, such as Privacy Policies, Terms of Service and other agreements, that are necessary to deliver the GreenPay Solution.

1.6 These Terms apply in addition to any Third Party Terms. Your access to the GreenPay Solution may be contingent on a Third Party Service Provider’s approval. If such approval is not given, or the Third Party Terms you enter into directly with a Third Party Service Provider are suspended or terminated for any reason or if our arrangement with a Third Party Service Provider is suspended or terminated, your access to the GreenPay Solution may also be suspended or terminated.

1.7 These terms also apply to software platforms that engage GreenPay and the GreenPay Solution to provide an embedded payment solution for their platform’s users, and for the avoidance of doubt, these terms also apply to the platform’s users that use the GreenPay Solution.

2 Acceptance and Platform Licence

2.1 By clicking “I accept” (or similar button or checkbox), or by signing this agreement, or by using or accessing the GreenPay Solution, you accept these Terms.

2.2 We may amend these Terms at any time, by providing written notice to you. By accepting or continuing to use the GreenPay Solution after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may cease accessing the GreenPay Solution.

2.3 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, non-transferable licence to use the GreenPay Solution in accordance with these Terms. All other uses are prohibited without our prior written consent.

2.4 When using the GreenPay Solution or any third party Services, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a) fraudulent, misleading, deceptive or suspicious activity (as determined in our absolute discretion);
(b) anything that would constitute a breach of or non-compliance with Laws or bring us into disrepute;
(c) anything that would constitute a breach of any Third Party Terms;
(d) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
(e) tampering with or modifying the GreenPay Solution (including by transmitting viruses and using trojan horses);
(f) using data mining, robots, screen scraping or similar data gathering and extraction tools on the GreenPay Solution; or
(g) facilitating or assisting a third party to do any of the above acts.

3 Downtime, Maintenance and Support

3.1 You acknowledge and agree that access to the GreenPay Solution is contingent upon the availability of third party Services and other third parties, such as telecommunication providers.

3.2 To the maximum extent permitted by law, we make no warranty or representation as to the functionality, availability of or service levels for the GreenPay Solution.

3.3 While we will endeavour to support you, you acknowledge and agree that we do not have the ability to resolve any defects, maintenance or support issues of the third party Services and the resolution of such issues is the responsibility of the Third Party Service Providers.

4 Our Intellectual Property

4.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available via the GreenPay Solution (Our Intellectual Property) will at all times vest, or remain vested, in us or our licensors. Any Intellectual Property provided by the Third Party Service Providers will at all times vest in those Third Party Service Providers.

4.2 We authorise you to use Our Intellectual Property solely for your use of the GreenPay Solution. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.

4.3 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

4.4 This clause 4 will survive termination or expiry of these Terms.

5 Fees

5.1 Any fees payable by you to Fiserv will be set out by Fiserv and covered under the Fiserv Merchant Agreement.

5.2 If there are any other fees payable to another Third Party Service Provider, we will provide you with reasonable written notice of such fees. These fees may be billed directly by the service provider, invoiced by us, debited by us, or direct debited by us. Where fees are direct debited, the Direct Debit Request Service Agreement will govern those debits.

5.3 Fees may be adjusted from time to time, but no more than twice per year. Prior written notice will be provided.

6 Privacy

6.1 Where we collect, hold, use or disclose any ‘personal information’ (as that term is defined in the Privacy Act 1988 (Cth)), we agree to comply with our Privacy Policy, as set out on our website.

6.2 You acknowledge and agree that we may share your information (including any ‘personal information’) with a Third Party Service Provider to the extent necessary to provide the Services.

6.3 Each Party will comply with the Privacy Act 1988 (Cth) and will treat personal information collected from individuals in Australia, used, and disclosed in accordance with the Australian Privacy Principles.

6.4 For the purposes of this clause 6, a Security Incident means the actual or likely occurrence of:

(a) a breach by you (or your Personnel) of this clause 6; or
(b) an ‘eligible data breach’ (as that term is defined in the Privacy Act 1988 (Cth)).

6.5 In respect of any Security Incident, you must (and must procure that your Personnel):

(a) notify us within 2 Business Days of becoming aware of the Security Incident;
(b) comply with your obligations under the Privacy Act 1988 (Cth);
(c) provide us with all information we reasonably request;
(d) assist and fully cooperate with us, at your cost, in investigating and remedying the Security Incident; and
(e) take any other action, at your cost, that we reasonably deem necessary in connection with the Security Incident.

6.6 This clause 6 will survive the termination or expiry of these Terms.

7 Confidentiality

7.1 Each Receiving Party agrees:

(a) not to disclose the Confidential Information of the Disclosing Party to any third party (subject to subclause 7.1(c));
(b) to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
(c) to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with these Terms provided those Personnel keep the Confidential Information confidential in accordance with this clause 7; and
(d) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under these Terms.

7.2 The obligations in clause 7.1 do not apply to Confidential Information that:

(a) is required to be disclosed for the Parties to comply with their obligations under these Terms;
(b) is authorised in writing to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.

7.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 7. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 7.

7.4 Nothing in this clause 7 will prevent a Party from publicly identifying that they have entered into a contract with each other for the GreenPay Solution.

7.5 This clause 7 will survive termination or expiry of these Terms.

8 Warranties

8.1 You represent, warrant and agree that:

(a) you will comply with all applicable Laws in your use of the GreenPay Solution;
(b) you will not use the GreenPay Solution, including Our Intellectual Property, in any way that competes with our business;
(c) there are no legal restrictions preventing you from entering into these Terms;
(d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
(e) you have not relied on any representations or warranties made by us in relation to the GreenPay Solution (including as to whether the GreenPay Solution is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

9 Liability

9.1 Despite anything to the contrary, without limiting any rights you may have as a consumer under Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law):

(a) neither Party will be liable for Consequential Loss;
(b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses; and
(c) we will have no Liability towards you in relation to your use of the third party Services and any acts, omissions or representations of a Third Party Service Provider.

9.2 To the maximum extent permitted by law, you indemnify us from and against any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

(a) any inaccurate or incorrect information provided by you to us or a Third Party Service Provider;
(b) your negligent, fraudulent or misleading acts or omissions and any wilful misconduct by you;
(c) your breach of clauses 2.4, 4, 6 and 7; and
(d) your breach of any Laws.

9.3 This clause 9 will survive termination or expiry of these Terms.

10 Promotion

10.1 We may use your company name, logo, brand, quotes, reviews, or other Intellectual Property to promote GreenPay and the GreenPay Solution. Such use can be opted out of at any time by providing written notice.

10.2 By agreeing to these Terms, you consent to be enrolled to receive occasional marketing emails from us. These can be opted out of at any time.

11 Term

11.1 These Terms commence on the date you accept these Terms in accordance with clause 2.1 and will continue until

(a) terminated by providing 30 days notice in writing; or
(b) the Fiserv Merchant Agreement is not approved, expires or terminates; or
(c) any other Third Party Terms are not approved, expire, or terminate.

11.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

(d) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(e) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

11.3 This clause 11 will survive termination or expiry of these Terms.

12 General

12.1 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

12.2 Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

12.3 Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.

12.4 Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

12.5 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you sign up to the GreenPay Solution. Any notice may be sent by email, and will be deemed to have been served at the time of transmission.

12.6 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

13 Definitions

13.1 Card Association includes MasterCard, Visa, China UnionPay, eftpos and other card payment systems.

13.2 Card Association Rules means the bylaws, rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association (as amended from time to time), including the rules and operating instructions applicable to the PCI DSS.

13.3 Confidential Information means information which:

(a) is disclosed to the Receiving Party in connection with these Terms at any time;
(b) relates to the Disclosing Party’s business, assets or affairs; or
(c) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

13.4 Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

13.5 Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

13.6 Fat Zebra means Fat Zebra Pty Ltd (ABN 89 154 014 785) or any related entity.

13.7 Fiserv means First Data Merchant Solutions Australia Pty Limited (ABN 51 115 245 531).

13.8 Fiserv Merchant Agreement means an agreement entered into between you and Fiserv, including the Collection Statement, the General Terms, the Merchant Application Form and any other additional document listed in the Application.

13.9 Independent Sales Organisation means an independent sales organisation as defined in the Card Association Rules of Visa.

13.10 Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets (including the right to keep confidential information confidential), circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

13.11 Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

13.12 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

13.13 PCI DSS means the Payment Card Industry Data Security Standards, which is a set of comprehensive requirements for enhancing payment account data security, as released from time to time by the PCI Security Standards Council.

13.14 Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

13.15 Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.

13.16 Services means the services you receive under the Fiserv Merchant Agreement or from another Third Party Service Provider.

13.17 Third Party Service Provider means the independent parties such as Fiserv, Eway, Fat Zebra and others, that may provide Services that comprise the GreenPay Solution.

For any questions or notices, please contact us at:

GreenPay Australia Pty Ltd (ACN 674 964 973)
Email: hello@greenpay.au