This agreement applies to all users of the Web Gate Technologies Pty Ltd payment service who have been approved to accept Visa and Mastercard transactions. This agreement is made between (1) you, the merchant; (2) Global Payments Australia 1 Pty Ltd (GPA); and (3) the Web Gate Technologies Pty Ltd (Web Gate) (the Parties).
Unless the contrary intention appears, the following words have these meanings in this Agreement:
information or opinion, which is received by You from any source as a consequence of the performance of the rights and obligations under this Agreement.
statute, ordinance, code or other law including regulations and other instruments under them that are relevant to the obligations and rights of this Agreement; and
any code of practice, guidelines or standards issued by relevant regulators or industry bodies, including any card scheme rules relevant to this Agreement.
You acknowledge that:
the operation of this Agreement is conditional on GPA approving an application for Web Gate to provide the Payment Services to You; and
in relation to information provided by You to Web Gate in connection with Your application:
Web Gate may provide that information to GPA;
We may rely on such information as being complete, accurate and not misleading or deceptive; and
GPA is not obliged to verify the completeness or accuracy of the information it receives from Web Gate; and
We may obtain from any Card Scheme or a person who is involved in any Card Scheme, any credit reporting agency or any other person, information about Your merchant history or Personal Information about You, a Related Body Corporate, Your officers, employees or agents for any purpose relating to the operation of those Card Schemes and We can use any such information to assess an application from us under clause 2.1 (a);
We can disclose information about Your merchant history, a data breach and relevant Personal Information in the following circumstances:
to any Card Scheme or to any person who is involved in any Card Scheme, information about You for any purpose related to the operation of those schemes,
card fraud detection agencies (including information about termination of merchant solutions and reason(s) for termination of GPA merchant solutions; and
where the law requires or permits us to do so; and
where we have reasonable grounds to believe that either you are involved in dishonest or criminal activity, are a victim of such activity, may have information relevant to an inquiry into such activity or have experienced a data breach, to any state or federal law enforcement or regulatory agency whether or not we have been requested by that agency to provide such information; and
we can disclose your information to any related entities of ours and to any outsourced service providers engaged by us (for example, mail houses, debt collection agencies (where necessary) or data analytics providers); and
the decision whether to approve your application is at GPA’s sole discretion and the reason
for any decision which is made may not be given to You;
an approval by GPA is specific to Web Gate providing payment services to you and does not in any way constitute a representation by GPA that you will be able to use the services of another payment service provider or of GPA directly should you cease using Web Gate’s payment services for any reason; and
any information obtained by GPA during its assessment of an application under clause 2(a) is and remains confidential to GPA and will not be shared with You. GPA is bound by Card Scheme Rules and all correspondence and discussions between Card Schemes and GPA are confidential as between GPA and the Card Schemes.
You represent and warrant that:
any information You provide to Web Gate in connection with an application for Web Gate to provide the Services is complete, accurate and not misleading or deceptive; and
if You have disclosed Personal Information to Web Gate in connection with the application under clause 2.1(a), You have obtained the relevant individual’s prior consent to the disclosure and otherwise complied with Your obligations under Privacy Law; and
You are able to satisfy Your obligations and responsibilities under this Agreement.
You acknowledge and agree that:
Web Gate and GPA are authorised to obtain from third parties financial and credit information relating to You in connection with our decision to approve your application and in respect of our continuing evaluation of Your financial and credit worthiness; and
any information collected by Web Gate may be disclosed by us to GPA.
The Parties agree that no Party is or will be bound by this Agreement unless and until GPA has confirmed its approval for Web Gate to provide the Payment Services to You.
You:
must immediately notify Web Gate of any change to Your financial position which may
affect Your ability to perform Your obligations under this Agreement; and
must provide Web Gate with prior written notice of any change in your place of business not carry on business in a place which has not been approved by Web Gate and must not
move Your place of business without our prior written consent; and
must not change Your business name or ownership of Your business without giving Web Gate
prior notice and not substantially change the type of goods and services You sell without our prior written consent; and
only submit a sales transaction where You are the supplier of the goods and/or services; and
not submit transactions on behalf of a third party. For the avoidance of doubt, this includes submitting transactions for goods or services sold on another Person’s website; and
must allow Our employees, contractors or agents or those of any Card Scheme reasonable access to Your premises during normal business hours to check Your compliance with this Agreement, the Data Security Standards or for the purposes of the relevant Card
Scheme Rules; and
must provide Web Gate and GPA with all information and assistance reasonably required to perform their obligations and to deal with any queries in relation to the Payment Service; and
must comply with all applicable Card Scheme Rules and Relevant Laws and contractual requirements in accepting card payments and performing Your obligations under this Agreement; and
will observe and implement the fraud prevention procedures set out in the manuals, guides or directions provided to You, unless otherwise mutually agreed to by the parties.
This clause applies to you if you collect payment data directly from a cardholder or store any cardholder data. In addition to the other provisions of this agreement, you acknowledge and agree:
you must protect stored cardholder data, regardless of the method used to store such data. Data storage also includes physical storage and security of cardholder data. Some examples of other data storage which must be secured include an access or excel database and hard copy files. Storage should be kept to the minimum required for business, legal, and/or regulatory purposes; and
you must not store the personal identification number (PIN) or sensitive authentication data after authorization (even if encrypted); and
if Web Gate or GPA tell you that you must comply with the Payment Card Industry Data Security Standards, you must, at your cost, successfully complete the protocols for PCIDSS within the time frame stipulated by Web Gate or the Card Schemes. You acknowledge and agree that if you fail to do so:
Web Gate or GPA may terminate the merchant services; and
you are liable for any fine imposed upon GPA by the Card Schemes as a result of your failure to comply; and
you are liable for any fines which the Card Schemes levy in the event that you suffer a card data compromise incident, and have not complied with the PCIDSS Accreditation program; and
GPA is obliged to report all Data Breach events to Card Schemes, law enforcement agencies and/or Australian regulators. You grant irrevocable and enduring consent for GPA to release details of any such Data Breach to the aforementioned bodies; and
You must immediately notify Us if you become aware of any Data Breach or a suspected, potential, anticipated or attempted Data Breach relating to cardholder data held by You or on Your behalf; and
if you have suffered a Data Breach:
you must give Us and Our agents full access to Your systems and databases to facilitate a forensic analysis to ascertain:
what card data has been compromised; and
what weaknesses in the system permitted the unauthorised access to the data base; and
whether card data was created, deleted, altered, copied or manipulated in any manner; and
all costs of the forensic analysis must be paid by You; and
in order to continue processing card transactions, you must undergo a full Payment Card Industry Data Security Standard (“PCIDSS”) accreditation. All costs of this accreditation exercise must be paid by you.
Subject to the other provisions of this Agreement, You:
must accept any valid and acceptable Card in a transaction; and
must only send Web Gate a sales transaction when you have committed to provide the goods and services to the customer; and
must not accept a Card in a credit card transaction for the purpose of giving a Cardholder cash; and
must perform all obligations (including supplying all goods and/or services) to the cardholder in connection with the sale; and
must not sell, purchase, provide or exchange any information or document relating to a
Cardholder’s account number, or Card number, or a transaction, to any Person other than:
Web Gate;
GPA; and
the card issuer; or
as required by law; and
must destroy any document that is no longer required to be retained by applicable law or card scheme rules, in a manner which makes the information unreadable; and
must take reasonable steps to ensure that the information and documents mentioned in (e) are protected from misuse and loss and from unauthorised access, modification or disclosure; and
must not make any representation in connection with any goods or services which may bind Web Gate, GPA or any Card Scheme; and
must not indicate or imply that we, GPA or any Card Scheme endorse any goods or services or refer to a nominated Card in stating eligibility for goods, services, or any membership; and
must not accept a Card or a transaction which is of a type You have been previously advised is not acceptable; and
must prominently and unequivocally inform the Cardholder of Your identity at all points of Cardholder interaction (including on any relevant web site, promotional material and invoice) so that the Cardholder can readily distinguish You from Web Gate, any supplier of goods or services to You, or any other third party; and
must provide notice to any Cardholder with whom You enter into a transaction that You are responsible for that transaction, including for any goods or services provided, any payment transaction, related service enquiries, dispute resolution, and performance of the terms and conditions of the transaction; and
must not unfairly distinguish between issuers of a Card when accepting a transaction; and
must not refuse to complete a transaction solely because a Cardholder refuses to provide additional identification information in circumstances where we do not require You to obtain it; and
if You collect or store Cardholder information, you must comply with any Data Security Standards notified to You; and
You must not transfer or attempt to transfer financial liability under this Agreement by asking or requiring a Cardholder to waive his or her dispute rights.
You may only process a transaction as a recurring transaction if:
you have obtained cardholder permission (either electronically or in hardcopy) to periodically charge for a recurring service; and
you retain this permission for the duration of the recurring services and make it available to us on request; and
you provide a simple and accessible online cancellation procedure, if the cardholder request for the goods or services was initially accepted online.
You agree to indemnify, and hold Us harmless from and against any fines, penalties, or other amount that We are required to pay to a Card Scheme or to any other Person because of Your conduct in relation to the merchant services, including any fines imposed as a result of an unacceptable rate of chargebacks.
Unless You are otherwise notified in writing, you must, before You accept any electronic commerce transaction over the Internet, establish and maintain at Your own expense a web site that complies with the requirements of clause 4.2.
The web site must clearly display the following information:
Your business name (and Australian Business Number as applicable); and
the address of Your approved place of business; and
Your business contact details, including telephone numbers and an email address; and
a complete description of the goods and services available for purchase on Your web site with the price advertised in Australian dollars or, if we have agreed that you can process transactions in another currency, that currency; and
details of Your return and refund policy, including how a transaction can be cancelled by a Cardholder; and
details of Your delivery times for goods and services. Delivery times are to be appropriate for the type of business carried on by You. If the delivery is to be delayed, the Cardholder must be notified of the delay and an option provided to them to obtain a refund; and
details of any Australian export restrictions (if applicable); and
details of Your privacy policy and how You intend to deal with, or share, Personal Information obtained from and about the Cardholder; and
a description of the measures You have to maintain the security of:
Cardholders’ account data; and any other information which, by notice, we or GPA require You to display from time to time; and
any other information required for the purpose of complying with card scheme rules.
You must provide us reasonable access to view, monitor and audit the pages of Your web site.
Your web site payments page must be protected by Secure Sockets Layer or any other form of security method approved in writing by us.
You must:
maintain a relationship with an internet service provider at Your own expense for the purposes of maintaining the website for customers and facilitating electronic communications; and
ensure that Your business name corresponds with the name of Your website and the name that will appear on cardholder statements and as advised on the transaction receipt.
You agree that We may, at our discretion, periodically have a third party endorsed by a Card Scheme review Your website to ensure compliance with any relevant laws.
You agree that We may, using a third party endorsed and certified by a Card Scheme, periodically perform information security or “vulnerability” scans on Your website and/or servers to ensure that You are complying with the Data Security Standards.
If you wish to undertake any substantial changes to Your website, You must give Us at least ten
(10) Banking Days’ notice. You must undertake and satisfy testing in accordance with the procedure set out in clause 4.6 prior to any such changes going into live operation. We shall not be obliged to continue the live operation of the merchant service until We are satisfied that all of Our operational requirements are met and it is acceptable to continue with the merchant service.
Your website payments page must request that the cardholder provides the card CVC2 or CVV2 (as relevant) when entering the card details for the transaction.
We may require you to make alterations to Your card acceptance policies and procedures to ensure You remain in compliance with the Card Scheme Rules, including alterations to Your website
You must:
use reasonable care to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card; and
notify Web Gate if You become aware of or suspect fraud on the part of a Cardholder; and
not deliberately reduce the value of any one transaction by:
splitting a transaction into two or more transactions; or
allowing a Cardholder to purchase items separately; and
establish a fair policy for dealing with refunds and disputes about transactions and include information about that policy on Transaction Receipts as required by Web Gate; and
only submit a transaction as a refund to a Cardholder if it is a genuine refund of a previous sale transaction. The refund must be processed to the same card that was used in the original sales transaction and be for the original sale amount; and
give refunds for transactions by means of credit and not in cash or cheque; and
not process a refund transaction as a way of transferring funds between Your accounts; and
if a transaction for a sale does not cover the full amount of the sale:
in the situation in which the Card is used to make a deposit or pay an instalment You may accept the Card in payment of all or part of the outstanding balance; and
(ii) in any other circumstance You must obtain the balance due at the time the sale is completed in cash; and
not state or set a minimum or maximum amount for a Card transaction without our prior written consent; and
not ask a Cardholder to reveal their PIN or any other secret identifier; and
contact Web Gate for instructions if the identification of a Cardholder or the validity of the Card is uncertain; and
not knowingly submit for processing any transaction that is illegal or that You should have known is illegal.
take reasonable steps to verify the identity of the Person You are dealing with, in order to confirm that they are the genuine Cardholder; and
record reasonable identification details of the Person You are dealing with, as well as the commencement and expiry dates of the Card.
Where you elect to charge a cardholder a surcharge in respect of a transaction, you must not impose a surcharge in excess of the reasonable cost of card acceptance.
Upon request by us or any card schemes, you must produce supporting information to substantiate your costs of card acceptance. Where the card scheme dictates the format of the required substantiation, e.g. through use of a “reasonable cost of acceptance calculator”, you must provide details of your costs in the required format.
Where required by a card scheme, you must submit, at your cost, to an audit of your costs of card acceptance by an independent auditor approved by the card scheme requiring the audit. The audit must be completed, and results reported back to the relevant card scheme within the timeframe specified by the card scheme.
Where, following an investigation into your surcharging and cost of card acceptance, we or a card scheme determine that the amount that you are surcharging exceeds the reasonable costs of card acceptance, we may by 30 days’ notice to you require you to reduce your surcharge level to an amount that does not exceed the reasonable costs of card acceptance.
Without limiting any other rights that we may have under this agreement, we may, by notice to you, terminate this agreement if, following receipt of notice under clause 6.4, you fail to reduce your surcharge level to an amount that does not exceed the reasonable costs of card acceptance.
You acknowledge that excessive surcharging by you could expose GPA to fines from card schemes. You agree to indemnify GPA against any fines imposed by card schemes in relation to your surcharging practices.
You acknowledge that card issuers may from time to time change the classification of a credit card (ie. standard or premium) and, as a result, when applying a surcharge rate to a cardholder, it cannot
be guaranteed that the classification of the card (ie. standard or premium) on which you have based the surcharge will be the same as the classification on which you are charged your merchant service fee in relation to the same transaction.
You must clearly disclose to the cardholder before the transaction is completed any surcharge that you will charge for completing the transaction, and do it in such a way that allows the transaction to be cancelled without the cardholder occurring any cost.
You must display on the payment page on your website a notice stating:
that you charge a surcharge; and
the exact amount or percentage of the surcharge.
You must not represent or otherwise imply that the surcharge is levied by a card scheme or by us or any other financial institution.
“Surcharge” means any fee charged by a merchant to a cardholder that is added to a transaction
for the acceptance of a card.
Costs that form your “reasonable costs of card acceptance” will be determined having regard to the Reserve Bank of Australia’s Guidance Note: Interpretation of Surcharging Standards, as amended or replaced from time to time
Unless we have agreed that we will provide the transaction receipt to the cardholder, you must give the Cardholder a copy of the Transaction Receipt for each transaction, but You must not charge a fee for doing so.
If You are notified that You must prepare the Transaction Receipt, you must ensure the information contained in the Transaction Receipt:
is identical with the information on any other copy; and
legibly includes the information notified to You.
You must provide Web Gate with the Transaction Receipt and any other required evidence of the transaction within seven (7) days if You are asked by Web Gate to provide it.
If You wish to change Your Internet or email address, or telephone number appearing on the Transaction Receipt, you must notify Web Gate in writing at least fifteen (15) Banking Days prior to the change taking effect.
A transaction is not valid if:
the transaction is illegal as per applicable laws; or
if applicable, the signature on the voucher, Transaction Receipt or authority is forged or unauthorised; or
the transaction is before or after any validity period indicated on the relevant Card; or
You have been told not to accept the Card; or
the transaction is not authorised by the Cardholder; or
the particulars on the copy of the voucher or Transaction Receipt given to the Cardholder are not identical with the particulars on any other copy; or
the price charged for the goods or services is inflated to include an undisclosed surcharge for card payments; or
another person has provided or is to provide the goods or services the subject of the transaction to a Cardholder; or
You did not actually supply the goods or services to a genuine Cardholder as required by the terms of the transaction, or have indicated your intention not to do so; or
the transaction did not relate to the actual sale of goods or services to a genuine Cardholder; or
the transaction is offered, recorded or billed in a currency we have not authorised you to accept; or
this Agreement was terminated before the date of the transaction; or
You have not complied with Your obligations in clause 3; or
if applicable, the details are keyed into Equipment and You did not legibly record on a Transaction Receipt the information required by clause 7; or
it is a credit transaction in which:
the amount of the transaction or transactions on the same occasion is more than any applicable limit notified to You; or
You collected or refinanced an existing debt including, without limitation, the collection of a dishonoured cheque or payment for previous card charges; or
You provide a Cardholder with cash; or
it occurs during a period in which Your rights under this Agreement were suspended or after this Agreement was terminated; or
You cannot give a Transaction Receipt as required by clause 7 provided for herein; or
for any other reason, the Cardholder is entitled under the Card Scheme Rules to a chargeback of the transaction.
A transaction for a sale or refund is not acceptable if:
the Cardholder disputes liability for the transaction for any reason or makes a claim for set- off or a counterclaim; or
it is of a class which GPA or Web Gate decide, in their discretion, is not acceptable.
You acknowledge and agree that GPA or Web Gate may:
refuse to accept a transaction if it is invalid or unacceptable, or may charge it back to you if it has already been processed, even if we have given you an authorisation; and
reverse a sales transaction as a chargeback, and debit your account for the amount of the chargeback, for any of the reasons in clauses 8.1 and 8.2 and any other reason we notify you of from time to time; and
without limiting the above, delay, block, freeze or refuse to accept any transaction where GPA or Web Gate has reasonable grounds to believe that the transaction breaches Australian law or sanctions or the laws or sanctions of any other country.
GPA will provide settlement to Web Gate on each business day for the gross amount of all funds received from the card schemes in respect of transactions processed under this agreement, less any chargebacks or refunds.
Web Gate is responsible for disbursing to you, in accordance with your funding, reserve and payment arrangements with Web Gate, any settlement amounts received from GPA in respect of transactions processed under this agreement.
You agree to direct any queries regarding settlement to Web Gate.
Unless We agree otherwise, You must nominate an account with an Australian registered bank for recording transactions in Australian dollars.
If We agree that You may process transactions in an approved foreign currency then, unless We agree otherwise in writing, You must, if We so require, also have an account with an Australian registered bank for recording transactions in that foreign currency which account can be used for the purposes referred to in clauses 9.6 and 9.7.
Subject to clause 9.8, WebGate will pay to the account You nominated in clause 9.4 or 9.5 (as applicable) the full amount of all valid and acceptable sales and cash transactions processed by You in the applicable currency, which shall be Australian dollars unless We agree otherwise in writing.
WebGate will debit Your nominated account with the full amount of all:
valid and acceptable refund transactions processed by You; and
chargebacks, in the applicable currency, which shall be Australian dollars unless We agree otherwise.
WebGate reserves the right to withhold payment to Your nominated account of any amount for such period as it considers necessary, where WebGate has reasonable grounds to suspect You have processed transactions otherwise than in accordance with this agreement.
WebGate must give You access to information each month showing the full amount of all transactions processed by WebGate during the previous month. You may raise any issue that You have concerning an amount paid, or not paid to You, within three (3) months of the date of payment, or of the date the payment was due. WebGate may charge You a fee for investigating any such issue.
If You intend to advertise and bill transactions in a foreign currency then, unless We agree otherwise, that foreign currency must be an approved foreign currency and You must obtain Our prior written consent, which may be subject to conditions including, without limitation, a requirement to enter into a new agreement.
You acknowledge that You will bear any additional costs, losses or benefits incurred as a result of movements in the exchange rate of an approved foreign currency between the time of the transaction and the time We convert the approved foreign currency to Australian dollars for posting to Your account.
You acknowledge that for transactions that are refunded or charged back, You will bear any additional costs, losses or benefits incurred as a result of movements in the exchange rate of an approved foreign currency between the time of the transaction and the time of the refund or chargeback.
You must provide WebGate with an authority and request in a form and subject to terms and conditions WebGate requires to direct debit Your nominated account with any amounts owing to WebGate under this Agreement, and any fees owed to WebGate in connection with the payment services.
You acknowledge and agree that:
the card scheme logos, names and holograms (“the Marks”) are owned solely and
exclusively by the relevant card scheme; and
you will not contest the ownership of the Marks for any reason; and
the card schemes may at any time, immediately and without notice, prohibit you from using any of the Marks for any reason; and
you may only use advertising and promotional material for the cards or which show a card scheme mark in the manner GPA approves, unless you have received authorization from the card schemes through other means.
You acknowledge that all intellectual property rights subsisting in the materials provided by Us or developed by or for Us, pursuant to, for the purpose of or in connection with this Agreement, shall remain with or vest in GPA or WebGate (as applicable) and is GPA’s or Web Gate’s property (as applicable) including, but not limited to:
any lists of cardholder data (whether personalised or not) and the promotional material we supply you;
any trademark, business name, trading style or get up;
any computer program; and
any report, file, script, inventory, database, record or information required to be created, maintained or provided to you pursuant to, for the purpose of or in connection with this Agreement.
use or alter any trade marks, business names, trading styles or get ups belonging to GPA, WebGate or the Card Schemes whether as part of your corporate or business name or on or in relation to any goods or services;
reproduce or modify any of Our computer programs; or
merge or use any report, file, script, inventory, database, record or information referred to in clause 10.2(d) in or with any other information which is held by You and which is not obtained or generated by You in connection with or in relation to the performance of this agreement.
You represent and warrant that:
by entering into this Agreement, you are not currently and will not be in breach of any Relevant Law or any obligation owed to any Person; and
where applicable, you are duly authorised to enter into this Agreement and the obligations under this Agreement are valid, binding and enforceable in accordance with its terms; and
if You are an incorporated body, you validly exist under the laws of Your place of incorporation and have the power and authority to carry on Your business as that business is now being conducted and using any name under which that business is being conducted; and
if You, a Related Body Corporate or any officer, employee or agent of You or a Related Body Corporate has at any time been listed on a database of terminated merchants maintained by any Card Scheme or have otherwise had merchant services terminated by another acquiring bank, you have disclosed that fact to Web Gate.
The representations and warranties set out in this clause will be deemed to be repeated each day after the date You enter into this Agreement.
Neither Web Gate nor GPA make any warranties in respect of any of the services provided under this Agreement. To the maximum extent permitted by law, any and all implied warranties and guarantees are excluded. In respect of any warranty or guarantee which is unable to be excluded under any relevant law, our liability in respect of a breach of that warranty or guarantee is limited to the re-supply of the goods or services or the payment of the cost of having the goods or services supplied again.
To the maximum extent permitted by applicable law:
Our sole liability to You under or in connection with this Agreement (whether for breach of contract, under an indemnity, for tort including negligence, for vicarious or strict liability, for breach of statutory duty or on any other legal, equitable or statutory basis) shall be limited to (as We may elect in Our sole discretion):
the supplying of the Payment Services again; or
the payment of the cost of having the Payment Services supplied again,
subject only to clause 13(a), We are not liable to You or to any person for any act or omission (including negligence) of Ours that results in any direct or indirect loss (including loss of profits), damage, injury or inconvenience you suffer because of any service failure, including any unavailability of the service, any delays or any errors. Under no circumstances will We be liable to You for any lost sales, revenue or profit, loss of reputation, loss of goodwill, or loss of custom due to any service failure which results in You being unable to promptly accept payments from your customers.
GPA or Web Gate may suspend or terminate this Agreement or suspend then terminate this Agreement or any part of it at any time if:
You are in breach of Your obligations under or arising out of this Agreement; or
if in Web Gate’s or GPA’s reasonable opinion, the processing of Your transactions exposes
Web Gate or GPA to an unacceptable level of risk; or
You are or have engaged in conduct which exposes Web Gate or GPA to potential fines or penalties imposed under Relevant Law; or
Your business or Equipment is or has been targeted by a person engaged in fraudulent or dishonest activity whether with or without Your knowledge; or
You or any service provider (other than Web Gate or GPA) that You use in connection with your merchant services has suffered a data breach a direction is made by a card scheme or under Relevant Law that the Payment Service be suspended or terminated; or
You experience an adverse change in financial circumstances; or
We have concerns about your solvency or if you become insolvent or are subject to any form of insolvency administration or a resolution is passed, or an order is made for winding up; or
You have a significant adverse credit event recorded against you.
This Agreement will terminate automatically and immediately if:
Web Gate’s registration as a member service provider or independent sales organisation
with any card scheme is cancelled;
Web Gate’s agreement with GPA for the provision of merchant services is terminated for
any reason; or
any other agreement that you have with Web Gate in respect of Web Gate’s payment
processing services is terminated for any reason.
You authorise GPA to disclose to any Card Scheme advice of termination of this Agreement and the reasons for the termination. You acknowledge that the information concerning termination of this Agreement then becomes available to any member of the Card Schemes. This information, available to any member of the Card Schemes, may be used in assessing subsequent applications for merchant facilities.
The suspension, expiration or termination of this agreement does not affect any of Your, or Our rights and obligations which arose before it ended or was suspended including, without limitation, in relation to Our right to chargeback transactions and to recover accrued fees, charges, penalties, fines and costs.
When any part of the Agreement ends, or otherwise at Our request, You must return to Us, any materials provided by Us and You must remove any Card Scheme logo or any materials We have provided You with from any of Your business premises or websites and if any materials are held electronically by You or on Your behalf, You must cease to use this material immediately, and, if We request, delete that material as soon as reasonably practicable
When any part of this Agreement ends You must immediately pay Web Gate any outstanding fees, charges and costs due under this agreement
This clause 14 survives termination of this Agreement.
You acknowledge that we may only provide services to you under this Agreement where you:
have a permanent establishment in Australia through which transactions are completed;
are registered to do business in Australia;
have a local address in Australia for correspondence and acceptance of judicial process, other than a post-office box or mail-forwarding address; and
pay taxes in Australia (where required) in relation to the sales activity; and
satisfy any other domesticity requirements imposed by card schemes from time to time.
In addition to any other right to terminate or suspend the services, we may immediately cease to accept transactions under this Agreement where you fail to satisfy the above requirements.
This agreement is governed by the laws of the State of Queensland. Each party submits to the jurisdiction of the courts of that State of Queensland and any courts of appeal from them.
We may vary this agreement on thirty (30) days’ written notice to you.
You acknowledge that GPA or Web Gate may deliver notices to You in any of the ways listed in clause 19.2.
A notice must be in writing and is taken to be received:
if delivered personally, at the time of delivery;
if sent by pre-paid post, on the third day after the posting;
if sent by facsimile transmission, on the date the transmitting machine records transmission of the complete document;
when the party sending the notice is the GPA or Web Gate, if sent by email, at the time when the email enters Your information system.
The address, facsimile number or email address to be used for notices is the last address, facsimile number or email address advised by a party. You must inform Web Gate immediately of any change of Your address, facsimile number or email address.
You must indemnify Us separately for all losses and liabilities We incur (including claims against WebGate by GPA) in connection with:
Your breach of any of Your obligations under this Agreement;
Our inability to exercise all or any of Our rights under this Agreement due to Your act, default or omission;
any dispute between You and a customer or Card Holder in relation to a transaction;
any wilful default, breach, negligence, fraud, act or omission by You or any of Your employees, agents or representatives relating to this agreement;
any infringement by You or Your employees, agents or representatives of another person’s
intellectual property rights;
of any use of equipment owned by Us or others, by You, Your employees, contractors, agents or invitees including, without limitation, in relation to transactions involving nominated cards and those involving non-standard cards or loyalty programmes;
a transaction in a foreign currency;
Our exercise of any of Our rights under this Agreement; or
any legal action against Us resulting in a costs order in Our favour or legal costs We incur in enforcing Our rights under this agreement on a solicitor and client basis or Our recovery of any amounts You owe Us.
It is not necessary for Us to incur expense or make payment before enforcing a right of indemnity conferred by this agreement.
These indemnities survive termination of this agreement
Web Gate and GPA may at any time without notice to you set off any Liability owed by Web Gate or and GPA (as the case may be), to you on any account against any Liability owed by You to Web Gate or the GPA (as the case may be) under or in connection with this agreement. For the purpose of this clause, “Liability” means any debt or monetary liability, irrespective of whether the debt or monetary liability is future or present, actual or contingent.
You agree and acknowledge that the fact that a Cardholder has been issued with a nominated Card, or that a transaction has been processed or an authorisation has been given (either by telephone or electronically), shall not be taken to be a guarantee, endorsement or representation by Us:
as to the Cardholder’s creditworthiness;
as to the correct identity of the Cardholder;
that the transaction is valid and acceptable;
that You have complied with Your obligations under this agreement; or
that the transaction will not be charged back or reversed,
and You forever release and discharge us from any claim in connection with the matters in this clause.
You authorise Us to collect from, and disclose to, any person any information in connection with this Agreement or in relation to Us providing the payment services to You, even where such information is subsequently shown to be inaccurate. You authorise any person to provide any information about You to Us which We may require in connection with this agreement. These authorisations survive the termination of this agreement
You authorise Us to disclose the termination of this Agreement or merchant services to any Card Scheme and the reasons (if any) for the termination. You acknowledge that the information concerning termination of this Agreement may then become available to any member of the Card Schemes. This information, available to any member of the Card Schemes, may be used in assessing subsequent applications for merchant facilities.
You agree that We may disclose to any person the fact that all or part of this Agreement or merchant services has been terminated or suspended. You authorise Us to disclose information concerning the termination to any credit provider for the purpose of notifying that credit provider of that termination and the reason for it occurring. You acknowledge that such termination and subsequent disclosure of the termination may affect Your ability to obtain merchant facilities with another acquirer.”
You:
must keep any confidential information confidential;
may use the confidential information but only in relation to this agreement;
may disclose the confidential information to enable You to perform Your obligations under this agreement but only to Your permitted personnel to the extent that they have a need to know;
must not copy the confidential information or any part of it other than as strictly necessary for the purposes of this agreement and must mark if required by Us any such copy as Our confidential information;
must implement security practices against any unauthorised copying, use, disclosure (whether that disclosure is oral, in writing or in any other form), access and damage or destruction;
must immediately notify Us if You suspect or become aware of any unauthorised copying, use, disclosure, access, damage or destruction in any form and to any extent; and
must comply with any of Our reasonable directions in relation to the confidential information.
On termination or expiry of this agreement, or earlier on reasonable request by Us, You must promptly return to Us or (if We request) destroy or delete any or all copies of confidential information and, in any event, Your right to use, copy and disclose that confidential information ceases on such termination or, if earlier, delivery of Our request.
Your obligations under this clause continue indefinitely in relation to confidential information, even if that confidential information is returned to Us, destroyed or deleted, or this agreement expires or is terminated.
This clause does not apply to the extent that You are obliged by law to disclose the confidential information. If You are so obliged to disclose any confidential information, You must before doing so:
notify Us and provide details of the proposed disclosure;
give Us a reasonable opportunity to take any steps We consider necessary to protect the confidentiality of that information;
provide any assistance reasonably required by Us to protect the confidentiality of that information; and
notify the third person that the information is Our confidential information.
You acknowledge and agree that:
We may obtain from any of Our agents or contractors, any Card Scheme or a person who is involved in any Card Scheme, information about Your merchant history or personal information about You Your related bodies corporate, and / or Your officers, employees or agents for any purpose relating to the operation of those Card Schemes. This could include, for example, information relating to previous services that are substantially similar to the merchant services or any part of them;
We can use information about Your merchant history and personal information about You, a related body corporate, Your owners/shareholders, officers, employees or agents, including information about You collected from third parties to assess and process Your
merchant application and use in relation to the ongoing provision, suspension or termination of the merchant services, or Our other rights and obligations under this agreement;
We can disclose information about Your merchant history and relevant personal information in the following circumstances:
to any of Our agents or contractors, any Card Scheme or to any person who is involved in any Card Scheme, information about You for any purpose related to the operation of those schemes, card fraud detection agencies (including information about termination or suspension of merchant services and reason(s) for termination or suspension of merchant services); and
where the law requires or permits Us to do so;
We are bound by the Card Scheme Rules; and
all correspondence and discussions between card schemes and Us are private and confidential as between Us and the card schemes and You are not entitled to participate in or otherwise request a copy of such correspondence.
If any provision of this Agreement is held to be unenforceable or invalid for any reason, then:
that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity; or
if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from this agreement, and this agreement will otherwise remain in full force.
The completion of a Web Gate Application and the conduct of your first transaction with Web Gate will be considered your consent and intent to execute this agreement.
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