Merchant Terms

1. Background

• Thank you for visiting our website (“Website”) and/or using our RelayPay app (“App”). This Ecosystem and the App (collectively, “Ecosystem”) is operated by Relay Ventures Pty Ltd (ACN 630 143 823) ofStone & Chalk, L4, 11-17 York Street, Sydney NSW 2000 and provides access to the services offered byRelay Ventures Pty Ltd and/or its subsidiaries and affiliates (referred to as “RelayPay”, “we”, “our” or“us”).
• These terms of use (Terms) govern your use of the Ecosystem and the RelayPay merchant payment acceptance services provided to you through the Ecosystem (Services). Please read these Terms carefully.
• These Terms were prepared by Relay Ventures Pty Ltd (ACN 630 143 823, AR [Insert]) who is an authorised representative of Flash Partners Pty Ltd (ACN 607 885 941, AFSL 480 834, contactable at[Insert]) (“Flash Payments”). As an authorised representative of Flash Payments, we will be authorised to deal in, make a market in, and provide general financial product advice on, the financial products or financial services in our Ecosystem. Please refer to our Product Disclosure Statement, Target MarketDetermination and Financial Services Guide for further information.
• By accessing or using the Services, you agree to be bound by these Terms. You should immediately cease using the Services if you do not agree to these Terms.
• By clicking “I Agree”, creating an account or accessing or using any part of the Services, you agree to be bound by these Terms. You must not use the Services if you do not agree to these Terms.
• The Services are intended for users within Australia only.

2. Services

• RelayPay offers blockchain/cryptocurrency payment processing services that enables you to accept cryptocurrency as a payment method in exchange for goods or services you sell to your customers(“Customers”) through RelayPay’s front-end integration and API.
• By using the Services, you authorise RelayPay to act as your agent to accept payments on your behalf from your Customers in accordance with these Terms. Payment by a Customer through RelayPay’s API is considered the same as payment made directly by the Customer to you and limits the Customer’s outstanding obligations to the extent of the payment.
• Our Services can only be used with cryptocurrencies we support. A list of supported cryptocurrencies is available at our Website. We do not support or process payments for unsupported coins, tokens or blockchain forks (“Unsupported Payments”). Customers should not attempt to pay an invoice with anUnsupported Payment. We assume no responsibility with respect to an Unsupported Payment andCustomers will not be able to reverse or retrieve any Unsupported Payments made to RelayPay.
• We may impose transaction limits (both individual and aggregate limits) under which we will not provide the Services if the limits will, or in our reasonable opinion are likely to, be exceeded.

3. Account

• You will be provided with access to an account dashboard which contains records relating to theServices, including transaction records and the balance ledger of funds (both in cryptocurrency and fiat)currently held in your account (“Account”).
• Your Account must always be linked to a nominated bank account which you maintain with an authorised deposit-taking institution. You must provide us with at least 5 business days’ notice if you wish to change the nominated bank account.
• We will settle funds according to your settlement preferences which we have received from completedTransactions (as defined in clause 4) by crediting your Account at the end of each business day or such other intervals we consider appropriate. These funds are temporarily held with RelayPay until you withdraw them from the Account. Withdrawals can either be in AUD or supported fiat currencies listed in the Services to your nominated bank account or in cryptocurrency to another digital wallet you nominate.
• Our responsibility is limited to initiating the transfer of funds to your nominated bank account or cryptocurrency wallet according to your withdrawal preferences. We will not be liable for any failure or delay in the receipt of funds to your nominated bank account or digital wallet or in respect of any fees or losses incurred as a result of providing us with inaccurate or incomplete instructions.
• You are solely responsible for keeping your Account secure. You must keep your password confidential and not disclose it to anyone. You must immediately update your credentials if you believe that yourAccount has, or may have been compromised.
• It is your responsibility to update your contact and payment details on the Account if they cease to be current. We will rely on the details populated in the Account to contact you or make a payment to you(or attempt to do either of those things) and we will not be liable if these details are incorrect.
• We will rely on instructions we receive from you on the Account and are not obliged to inquire as to whether the person providing us with the instructions is actually you. Any instructions or other acts undertaken on the Account will be deemed to have been provided or otherwise authorised by you regardless of whether this is in fact the case.

4. Transactions

• In order to accept a cryptocurrency payment, you must create a payment request using the Services, based on the amount you want to collect from the Customer in fiat currency or cryptocurrency(“Transaction”). Our hosted invoice user interface must be displayed to the Customer during checkout.
• The user interface will, depending on your settlement preferences:
  • present an exchange rate at which the Customer can elect to exchange cryptocurrency it holds for an amount of fiat currency;
  • present the amount of cryptocurrency which the Customer can elect to transfer,
    that you have requested to discharge all amounts owing by the Customer under the Transaction. Where you have elected to settle the Transaction in fiat currency, the exchange rate will be guaranteed provided the Customer makes payment within the period of time or payment window we nominate (“Payment Window”). If the Customer does not elect to pay within the Payment Window, then clause 5 will apply to the Transaction.
• A Transaction is considered “complete” by us if:
  • it has been fully paid by the Customer;
  • the Transaction has reached the required number of block confirmations that we consider to be appropriate in the circumstances; and
    
  • the funds owing under the Transaction have been settled to your Account.
    
• You may inform your Customer about the status of a Transaction before it is complete.
• We will only settle completed Transactions. We will not be liable to settle Transactions which are not complete or fully paid. In other words, if you accept a payment from a Customer before the Transaction is credited by us to your Account, we are not required to settle the Transaction if we determine that the payment was fraudulent or otherwise invalid.
• You agree that:
  • “the best market rate available” (or words to that effect) refers to the rate available to us at the time of the transaction, and such rate is only valid for a maximum of 10 minutes from the time the rate is displayed to you, due to the volatile nature of price fluctuations of the relevant cryptocurrency or digital asset;
  • the authorisation or processing of any Transaction does not constitute a representation or warranty from us that the Transaction is valid, legal or free from any dispute or complaint;
    
  • we are not responsible for verifying the accuracy or reliability of any payment request we receive from you; and
    
  • we are not responsible or liable for any error, delay, malfunction or failure caused or contributed to or initiated by your point-of-sale or practice management software.
    
• While we seek to process Transactions promptly, we may refuse to process a Transaction or delay settlement or restrict access to funds in your Account if required:
  • by applicable law; or
  • to undertake an investigation or resolve any dispute associated with the Services or anyTransaction,
    
    and we will not be liable to you for any damages or harm caused as a result of such refusal or delayed settlement or restricted access.
    

5. Overpayments and underpayments

• In certain circumstances, a Transaction may be overpaid or underpaid. We will promptly notify theCustomer about the discrepancy in accordance with the procedures set out below.
• Underpayments occur when a Customer sends less than the full amount required to mark theTransaction as fully paid. As the Transaction is not fully paid, we will not process the payment. We will notify the Customer and provide instructions on how the underpayment can be rectified or refunded to the Customer (less any blockchain fees).
• Overpayments occur when a Customer sends more than the full amount required to mark theTransaction as fully paid. We will either credit or convert (as the case may be) the cryptocurrency received to the extent it is required to settle the Transaction, but we will not credit or convert (as the case may be) any excess cryptocurrency we have received. The excess cryptocurrency will be returned to the Customer (less any blockchain fees). We will notify the Customer and provide instructions on how the funds can be returned.

6. Refunds

• We will not facilitate any partial or full refund to a Customer of the initial purchase of goods or services,even where the initial purchase was paid using the Services (“Refund”). You will be solely responsible for facilitating Refunds to your Customers.
• We are not responsible for your refund policies, or for verifying that such policies comply with applicable laws. This is your responsibility. We suggest you provide a clear refund policy to your Customers, which includes without limitation, an explanation of how the Refund will be denominated in fiat currencies listed in your platform. Refunds in cryptocurrency are not supported.

7. Fees

• We will charge you a processing fee for each Transaction we successfully process and settle to your Account.
• The processing fee is non-refundable and will be immediately deducted from your Account.
• We will charge the Customer a spread fee which is associated with the exchange and network costs we incur in receiving cryptocurrency from the Customer. The spread fee is non-refundable and is included in the exchange rate quoted to the Customer.
• You authorise us to debit from your Account any fees and other amounts you owe us under these Terms. We can effect a debit at any time without providing you notice.
• Current fee information is provided in the Order Form which accompanies these Terms. Fees may be updated by providing you with at least 30 days’ prior written notice.

8. Obligations to your customers

• You must:
  • comply with any obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML/CTF Laws”) which apply to you as a recipient of the Services;
  • maintain all records that you are required by applicable laws to maintain with respect to the provision of goods or services to the Customer;
  • perform all obligations owing to the Customer in respect of the amounts charged under a Transaction;
  • not split a single Transaction into multiple Transactions to defeat any transaction limits we may impose;
  • not make any warranty or representation to the Customer regarding us or on our behalf;
  • clearly and prominently display any fees the Customer may incur in connection with our Services; and
  • establish and maintain a fair policy for giving refunds or exchanging goods or services which complies with applicable laws and notify your Customers of any refund deadlines either in your after sale service policy or on your invoices or receipts.
• We do not have a relationship with the Customer with respect to the goods or services you have provided, or agreed to provide. If we receive a complaint from a Customer with respect to your goods or services, we will refer them to you for resolution.

9. Intellectual Property

• We own all right, title and interest in the Services, Account and associated software, technology tools and content and any services marks, logos, Ecosystem and other materials produced by RelayPay (“RPIntellectual Property”).
• You are only permitted to use the Services, Account and RP Intellectual Property to offer a cryptocurrency payment option to your Customers in accordance with these Terms. We grant you a revocable, non-exclusive and non-transferable licence to use the RP Intellectual Property during the period you use our Services.
• You may use our brands and logos (“RP Brands”) during the period you use our Services in accordance with any restrictions or brand guidelines that we may publish from time to time.
• By providing us with any information we require to provide the Services (“Content”), you:
  • grant us a non-exclusive, worldwide, royalty-free, perpetual licence (including a right of sublicence) to use, copy, modify or otherwise exploit the Content in connection with providing the Services; and
  • warrant that you have the right to grant such licence.
    
• You agree to indemnify and hold us harmless from any claim made by any third party arising out of the Content.

10. Prohibited conduct and restrictions

• In connection with your use of the Services, Account and your interactions with Customers and other users, you agree that you will not engage in the following Prohibited Uses. This list is non-exhaustive and we may update it from time to time. The Prohibited Uses include any actions or activities which:
  • infringe the intellectual property or other rights of another person;
  • are defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
    
  • relate to unlawful content;
    
  • create a privacy or security risk to any person, including by soliciting personal information from any person;
    
  • are false, misleading or deceptive;
    
  • contain financial, legal, medical or other professional advice;
    
  • would harm, abuse, harass, stalk, threaten or otherwise offend;
    
  • would reflect negatively on us, including our goodwill, name and reputation;
    
  • tampers with, hinders the operation of, or makes unauthorised modifications to the Services or Account;
    
  • would breach any applicable laws; and
    
  • would result in civil or criminal liability for you, us or any third party.
    
• In using the Account and Services, you must not:
  • provide us with inaccurate or incomplete information;
  • violate any applicable laws, or use the Account or Services for any purpose that is unlawful (including, money laundering, terrorism financing, paying of ransomware, illegal gambling or other criminal activities);
    
  • distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software;
    
  • give any instruction or enter any transaction, or do or undertake any other activity, whether through the Services, which would or may negatively affect the performance of the Services or our reputation;
    
  • do anything that will result in us breaching any applicable laws (including the AML/CTF Laws and the Corporations Act);
    
  • access the Services or Account by any means other than those authorised by these Terms (including virtual private networks);
    
  • use the Services or Account for the purpose of obtaining, processing, distributing, viewing, assessing, analysing, copying or replicating any information, methods or processes related to the Services or Account (including data scraping, the use of collection or accumulation tools and robotic or scripted responses);
    
  • reverse engineer, disassemble or otherwise attempt to construct, copy or replicate the Account or Service’s source code, formulae or processes;
    
  • collect or store data about other users of the Services; or
    
  • engage in any other conduct that inhibits any other person from using or enjoying the Services.
    

11. Warranties, liability and indemnity

• All express or implied guarantees, warranties, representations, statements, terms and conditions relating to the Account and Services that are not contained in these Terms are excluded to the maximum extent permitted by law.
• In particular, and without limiting paragraph (a):
  • while we endeavour to provide convenient and functional Services, we do not guarantee that your requirements will be met or that your use of the Services will be uninterrupted error free or that the Services are free of viruses or other harmful components; and
  • we cannot be responsible for any loss, corruption or interception of data sent to or from our Services which occurs outside of our computer system (such as those which occur while being sent over the internet).
    
• Nothing in these terms of use excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited.
• If any guarantee, term, condition or warranty is implied into these Terms under the Australian ConsumerLaw or any other applicable legislation (“Non-Excludable Provision”) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for a breach of the Non-Excludable Provision is limited to the supplying of the services again, or the payment of the cost of having the services supplied again.
• Subject to paragraphs (f) and (g) our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to these Terms or the Services whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to A$100.
• Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:
  • special, indirect, consequential, incidental or punitive damages; or
  • damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data, whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
    
• Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability.
• You represent and warrant that:
  • the individual accepting these Terms has all necessary power, capacity and authority to bind you to the Terms;
  • you have the necessary power, capacity and ability to fulfil your obligations under these Terms;
    
  • your use of the Services will not contravene any applicable law or regulation;
    
  • all material you have provided to us is true and accurate and is not misleading or deceptive and that you will immediately notify us if this ceases to be the case;
    
  • you will only use the Services in accordance with these Terms;
    
  • you will comply with all applicable laws of Australia and any other jurisdiction in which or from which you use the Services;
    
  • your use of the Services and entering into transactions does not infringe the rights of any third party or any applicable law; and
    
  • you understand that your use of the Services may be suspended at any time at our discretion for breach of these Terms or at the request of any government authority investigating a fraud or other suspicious activity.
    
• You agree to indemnify RelayPay and its officers, directors and employees from and against any claims, costs, losses, liabilities, damages, expenses and judgements of any kind (including legal fees on an indemnity basis) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry or other proceeding instituted by a person or entities that arises or relates to:
  • your breach of these Terms;
  • any dealings, contracts or arrangements between you and the Customer;
    
  • any Transaction processed by us in accordance with these Terms;
    
  • your refund policy or any Refund which you are required by law or otherwise to make to a Customer, except to the extent caused or contributed by RelayPay.
    

12. Links and advertisements

The Services may contain links to other third party websites and advertisements which include embedded links, which are provided for your information only. We have not reviewed any of the sites linked to the Services and are not responsible for the content or accuracy of any offsite pages or any other sites linked to the Services. The inclusion of any link or advertisement does not imply that we endorse or approve the linked site or the subject matter of the advertisement. You access third party websites entirely at your own risk and subject to the terms and conditions of use for those websites.

13. Privacy

• In using the Services, you may give us personal information about your Customers. You warrant that you have obtained consent or are otherwise authorised by the Customer to allow us to collect, store, use and disclose their personal information in accordance with our privacy policy (see here).
• Our Privacy Policy explains:
  • how we store and use, and how customers may access and correct their personal information;
  • how complaints can be made regarding our handling of personal information; and
    
  • how we will handle any complaint.
    

14. Dispute resolution

• If you wish to make a complaint about the Services, including any payment functions or our complaints process, you can contact us as set out in clause 18 or via the contact function on the Ecosystem. Please include your name, email address and/or telephone number and set out as much information as possible concerning your complaint.
• We treat all information submitted in connection with a complaint in confidence. Any information collected during the internal dispute resolution process is collected for the purpose of evaluating and improving the process.
• We seek to acknowledge receipt of all complaints within 5 business days and resolve all complaints within 30 days. This may not be possible in all circumstances and will depend on the nature of any particular complaint.
• We may contact you to discuss your complaint and may ask you to provide additional information.
• Where we cannot resolve a complaint within 30 days, we will notify you of the reasons for the delay and we will provide you with an indication of when we expect to resolve the complaint.
• We will give you a written response to your complaint and the reasons for reaching a particular decision.
• If you believe that we have failed to address your complaint satisfactorily, you have the right to refer the matter to the Australian Financial Complaints Authority (“AFCA”) directly. AFCA provides fair and independent financial services complaint resolution service that is free to you. AFCA can be contacted at: Phone: 1800 931 678 Web: www.afca.org.au Email: [email protected] Write: Australian FinancialComplaints Authority, GPO Box 3, Melbourne 3001. If you choose to lodge a complaint with AFCA, it must be lodged within two years from the date of our final response to your complaint.

15. Variation

• We may from time to time and without notice, vary, modify or discontinue (temporarily or permanently), any or all of the Services.
• We may unilaterally vary these Terms from time to time. We will display a notice on the Ecosystem (and notify you by means of your nominated communication method if you are receiving the Services)indicating when any such revisions have been made. By continuing to access the Services once the revised Terms have become effective, you agree to be bound by such revised Terms. If you do not agree to the revised Terms you must not access the Services and you should contact us [email protected] to terminate these Terms.

16. Taxes

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.

17. General

• If any part of these Terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.
• The payment components of the Services that are NCP facilities for the purposes of the Corporations Act operate on a per transaction basis and do not have an applicable expiry date as the facility is not an ongoing NCP facility provided to you. However, for the avoidance of doubt this does not reduce or remove our right to discontinue providing the Services.
• These Terms are governed by the laws of New South Wales, Australia. If you are a resident in Australia, each party submits to the non-exclusive jurisdiction of the courts of the State or Territory in which you ordinarily reside. If you are not resident in Australia, each party submits to the exclusive jurisdiction of the courts of New South Wales, Australia.
• These Terms supersede all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.
• Neither party will be liable for any failure or delay in performing any of its obligations under these Terms if such delay is caused by circumstances beyond that party’s reasonable control.
• Your use of the Ecosystem and Services is conducted electronically, and you agree that we may communicate with you electronically for all aspects of your use of the Services, including sending you electronic notices.
• The provisions of these Terms which by their nature survive termination or expiry of these Terms will survive termination or expiry of these Terms.
• No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.
• The word “including” when used in these terms of use is not a term of limitation.