Terms and Conditions

1. Merchant Terms and Conditions

These Merchant Terms and Conditions comprises:

1. the Terms and Conditions; 
2. the Agreement Schedule; 
3. the Services Schedule, 

as varied from time to time in accordance with the Terms and Conditions. To the extent of any inconsistency between any of the Terms and Conditions and any Schedule, the order of precedence is as listed above.

Capitalised terms used in these Merchant Terms and Conditions have the meaning given to them in Clause 34 (Definitions).

2. Shabaas Services

Shabaas will provide Shabaas Services to the Merchant subject to the terms of these Merchant Terms and Conditions and the Merchant performing its obligations under these Merchant Terms and Conditions.

3. Conditions precedent

Shabaas’s obligation to provide the Shabaas Services is conditional on Shabaas being satisfied at any time:

1. the Merchant has duly accepted or executed these Merchant Terms and Conditions and provided any evidence of authority requested by Shabaas;
2. Shabaas has received any information requested to satisfy know your customer and customer due diligence requirements; and
3. if applicable, the Merchant has completed any requested integration and user acceptance testing (including as a result of any updates to the NPP) and is operationally ready to start processing Transactions and has confirmed the same to Shabaas in writing.

4. Merchant Responsibilities

The Merchant must:

1. use the Shabaas Services in accordance with the Services Schedule or any other instructions provided by Shabaas;
2. process all Transactions in Australian dollars;
3. ensure that any modifications to its systems do not adversely affect the performance or suitability of the Shabaas Services; 
4. test and update its systems and operations processes where necessary to support the Shabaas Services; 
5. assume all responsibility for the reconciliation of records of Transactions with actual Transactions;
6. maintain the confidentiality and security of credentials, personal information and user data including, but not limited to, API keys and login credentials to the Shabaas Platform;
7. comply with Relevant Law; 
8. notify Shabaas if:

(i) its principal place of business or contact details change;

(ii) the Merchant intends to sell, transfer or lease its business, or if there is a transaction that will result in a Change of Control of the Merchant;

(iii) the Merchant suffers a security or data breach that could reasonably impact Shabaas Services;

(iv) an event occurs which has a material effect on the ability of the Merchant to operate its business;

(v) there are technical or operational issues or errors which may impact the Shabaas Services;

(vi)  there are any changes to the Merchant’s account details, including the Merchant Settlement Account and PayID details;

(vii) the Merchant no longer operates, owns or has authority to use the Merchant Settlement Account to which a Transaction Settlement has been/will be paid; or

(viii) the Merchant experiences any activity that appears suspicious or erroneous;

9. do anything required to enable Shabaas to cooperate and comply with any NPP dispute resolution process in relation to a Transaction; and
10. provide Shabaas with any information requested by Shabaas to provide the Shabaas Services or comply with Relevant Law.

The Merchant must not:

1. process a Transaction using the Shabaas Services if the Merchant knows or reasonably suspects that the source account is being used fraudulently or in furtherance of a contravention of Relevant Law; 
2. process a Transaction using the Shabaas Services which was not originated as a result of a transaction between itself and a customer;
3. cause or contribute to a PayID addressing error;
4. initiate a PayTo payment for any PayTo Agreement using the Shabaas Services that it knows, or reasonably suspects, is not authorised;  
5. initiate a PayTo payment for any PayTo Agreement, NPP payment or process a Sales Transaction with an End Customer using the Shabaas Services that exceeds $1,000 (including GST); or 
6. initiate a PayTo payment that it knows, or reasonably suspects, is not within the terms of the Authorised PayTo Agreement.

5. Sales Transactions 

The Merchant is, and must notify its customer that it is, solely responsible for:

1. any Sales Transaction including any goods or services that are the subject of the Sales Transaction;
2. all customer service relating to the Sales Transaction;
3. dispute resolution in connection with the Sales Transaction; and
4. performance of the terms and conditions of the Sales Transaction. 

The Merchant must maintain a Merchant Settlement Account for the term of the Shabaas Services.

The Merchant authorises Shabaas to credit and debit the Merchant Settlement Account for the purposes of these Merchant Terms and Conditions including to debit any fees, reimbursements or indemnity amounts.

Shabaas will credit the Merchant Settlement Account with the amount of all Sales Transactions, less any fees and charges, that are cleared in accordance with the Services Schedule subject to the terms of these Merchant Terms and Conditions. Shabaas may withhold or refund to the End Customer all or part of the amount of a Sale Transaction if Shabaas has reason to believe that the Sales Transaction or payment is fraudulent, disputed or contrary to any Relevant Law. 

The Merchant authorises Shabaas and any Customer Financial Institution to collect, store and use personal information (amongst other information) in connection with PayTo, including for the purposes of constructing NPP Payment messages and enabling Shabaas to receive NPP Payments.

6. Transaction information

On request, Shabaas will issue a statement to the Merchant through the Shabaas Portal that will show a summary of Transactions processed by Shabaas to or from the Merchant Settlement Account. 

The Merchant must retain information about a Transaction for a period of seven years from the date of the Transaction or any longer period required by Relevant Law.

The Merchant must provide Shabaas with any information requested by Shabaas about a Transaction within 14 days of request.

7. Fees

The Merchant must pay Shabaas the fees in the amounts and at the times set out in the Agreement Schedule without (and free and clear of any deduction for) set-off or counterclaim.

8. Onboarding

If requested by the Merchant, and where the Merchant has paid the Onboarding Fee, Shabaas must provide the Merchant with the onboarding materials described in the Agreement Schedule.  

9. NPP

The Merchant acknowledges:

1. Shabaas will provide the Shabaas Services using the NPP and an arrangement with a financial institution settlement partner (FI Arrangement);
2. Shabaas’s ability to provide the Shabaas Services is contingent upon the availability and functionality of the NPP and the FI Arrangement; and
3. Shabaas is not responsible for the availability and functionality of the NPP or the FI Arrangement.

10. Representations and warranties

1. The Merchant makes the following representations and warranties to Shabaas each time it initiates a Transaction:some text
   1. to the best of the Merchants knowledge the details of the Transaction are true and correct;
   2. the Merchant is not aware of any fact which would cause the Transaction to be unauthorised by the Merchant or the customer; 
   3. the Merchant is satisfied based on its own user acceptance testing that the Shabaas Services are fit for the Merchant’s purposes; and
   4. the information provided by the Merchant to Shabaas in connection with Shabaas’s due diligence process around the time these Merchant Terms and Conditions was entered into or subsequently is true, complete and up to date.
2. Shabaas makes the following representations and warranties to the Merchant:some text
   1. the Shabaas Services will conform to the specifications and service levels set out in these Merchant Terms and Conditions;
   2. the Shabaas Services will be fit for purpose and supplied with due care and skill;
   3. Shabaas will comply with all Relevant Laws, including but not limited to, maintaining all licences, permits or consents required in order to provide the Shabaas Services; and
   4. the provision of the Shabaas Services will not infringe the rights, including any intellectual property rights, of any third parties;
   5. Shabaas will comply with all applicable regulations, procedures and requirements of the NPP or NPP Australia Limited (ABN 68 601 428 737), including in connection with the provision of the Shabaas Services;
   6. all data, codes and other information generated by or in connection with the Shabaas Services, including any other interfaces with the NPP, will be materially correct and accurate; and
   7. unless otherwise authorised by this agreement, Shabaas will not knowingly do anything in connection with these Merchant Terms and Conditions which causes or requires the Merchant to refund any amount the Merchant receives or is entitled to receive from the Merchant’s customers.

11. Reimbursement

The Merchant must reimburse Shabaas within five days on request for the full amount of any Transaction, plus any applicable fees and/or charges, that Shabaas is required to pay to a customer or other person on behalf of the Merchant to the extent that an amount is not able to be paid from the Partner Funds Account. 

12. Privacy and confidentiality

Shabaas will hold any personal information it collects in connection with these Merchant Terms and Conditions or the Shabaas Services in accordance with the Australian Privacy Principles and the Privacy Policy.

The Merchant must provide a copy of the Privacy Policy to any of its officers, directors or employees who provide personal information to Shabaas in connection with the Shabaas Services. 

The Merchant must keep all Confidential Information confidential and not disclose it to anyone, except to the extent required by Relevant Law or where the relevant information is already in the public domain other than as a result of a breach of confidentiality.

Shabaas may use and disclose information it collects in connection with the Shabaas Services in accordance with the Privacy Policy and otherwise as required by Relevant Law, codes of practice, external payment systems or any FI Arrangement. 

Notwithstanding this Clause 12, if, during the course of providing the Shabaas Services, a party (Information Provider) provides information to the other party (Information Receiver) which:

1. is commercially sensitive to the Information Provider’s business; or
2. would, if disclosed, have a material detrimental effect on the Information Provider’s financial position,  

then the Information Receiver must keep that information confidential and not disclose it to anyone except to the extent required by Relevant Law or where the relevant information is already in the public domain other than as a result of a breach of confidentiality.

13. Intellectual Property

Shabaas and its suppliers and/or licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to the Shabaas Services. The Merchant agrees that only Shabaas shall have the right to maintain, enhance or otherwise modify the Shabaas Services. 

If the Merchant provides Shabaas with reports of defects in the Shabaas Services or proposes or suggests any changes or modifications (Feedback), Shabaas shall have the right to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into Shabaas’s software products and/or services, including, without limitation, the Shabaas Services, without any obligation to the Merchant. 

Except as expressly provided in these Merchant Terms and Conditions, Shabaas reserves all rights and grants the Merchant no licenses of any kind, whether by implication, estoppel, or otherwise.

14. Relationship

Nothing in these Merchant Terms and Conditions creates a relationship of joint venture, partnership or principal and agent.

15. Whole Agreement

These Merchant Terms and Conditions represents the whole agreement between the Merchant and Shabaas concerning the Shabaas Services. No other term is to be included except where it is required to be included by any legislation of the Commonwealth or any State or Territory. All implied terms except those implied by statute and which cannot be expressly excluded are hereby expressly excluded. Any previous understanding, agreement, representation or warranty relating to the Shabaas Services is replaced by these Merchant Terms and Conditions and has no further effect.

16. Suspension 

Shabaas may suspend the Shabaas Services immediately if:

1. the Merchant breaches a term of these Merchant Terms and Conditions, and that breach has not been remedied to Shabaas’s reasonable satisfaction within 10 days upon Shabaas notifying the Merchant of the breach;
2. the Merchant uses the Shabaas Services in connection with the sale of goods or services which are listed as explicitly prohibited industries in the Agreement Schedule;
3. an Insolvency Event occurs in relation to the Merchant;
4. the Merchant is required to cease trading under a Relevant Law;
5. there is a change in law or the regulations of the NPP or the FI Arrangement that prevents Shabaas from providing the Shabaas Services to the Merchant; 
6. Shabaas has sufficient reason to believe the Merchant has engaged in Transactions of the kind referred to in Clause 17 (Non-Compliant Transactions);
7. Shabaas reasonably determines that Shabaas or the Merchant may suffer loss if the Shabaas Services continue to be provided; or
8. these Merchant Terms and Conditions become or are claimed to be wholly or partly void, voidable or unenforceable.

If Shabaas suspends the Shabaas Services, the Merchant must:

1. not process any further Transactions;
2. remove references to Shabaas from their business processes; and
3. destroy or return any Shabaas material to Shabaas except as required by Relevant Law and on request confirm the same to Shabaas.

17. Non-Compliant Transactions

Shabaas may delay, block or refuse to process any Transaction without incurring any liability if Shabaas knows or reasonably suspects that the transaction or the application of its proceeds will:

1. breach, or cause Shabaas to breach, any Relevant Law (including any sanctions);
2. inconsistent with, or prohibited by, any of Shabaas’ policies, including its risk management framework; or
3. allow the imposition of any penalty on Shabaas under any Relevant Law,

including where the transaction or the application of its proceeds involves any entity or activity the subject of any applicable sanctions or the direct or indirect proceeds of unlawful activity.

18. Audit

Shabaas, or a person nominated by Shabaas, may conduct an audit or review of the Merchant’s compliance with the Merchant’s obligations in relation to: 

1. its processes, practices and procedures as they relate to the Transactions;
2. the accuracy of its records and reports in relation to the Transactions; or
3. any other matters reasonably determined by Shabaas to be relevant to compliance with these Merchant Terms and Conditions.

The Merchant will provide any reasonable assistance requested by Shabaas or a person nominated by Shabaas to complete any such audit or review. Costs associated with an audit or review requested by Shabaas will be at the sole cost of Shabaas.

19. Variation 

Shabaas may vary any term of these Merchant Terms and Conditions by giving at least 30 days’ written notice to the Merchant.

Nothing in this clause prevents Shabaas from amending these terms and conditions if the amendment does not adversely affect the Merchant’s rights or where such amendment is required to comply with the then current laws, regulations or applicable codes. 

Any variation under this paragraph will only be made where the variation also applies generally to a class of other Merchants (that is, variations will not be made to one Merchant only).

20. Termination

The Merchant or Shabaas may terminate these Merchant Terms and Conditions on at least 30 days’ written notice to the other party. The termination of these Merchant Terms and Conditions does not affect any right or obligation that arises before that date.

21. Indemnity

The Merchant indemnifies Shabaas against all claims, damages, actions, losses and liabilities (including all fines, penalties and other charges incurred by Shabaas as a result of any act or omission of the Merchant) which Shabaas suffers or incurs arising directly or indirectly from:

1. a Transaction, except where those matters arise directly from Shabaas’s provision of the Shabaas Services;
2. any Government taxes, duties or charges imposed on providing the Merchant with the Shabaas Services;
3. the occurrence of any event referred to in Clause 16 (Suspension);
4. the negligence or fraud of the Merchant or an employee, contractor or agent of the Merchant;
5. a breach by the Merchant of any term of these Merchant Terms and Conditions;
6. any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Merchant or any Transactions;
7. any dispute between the Merchant and a customer in respect of the supply, use, quality or fitness for purposes of goods or services; and
8. any representation, warranty or statement made by the Merchant to the customer,

except those that are solely the result of the fraud, wilful default or gross negligence of Shabaas.

Shabaas indemnifies the Merchant against all claims, damages, actions, losses and liabilities (including all fines, penalties and other charges incurred by the Merchant as a result of any act or omission of Shabaas) which the Merchant suffers or incurs arising directly or indirectly from:

1. the negligence or fraud of Shabaas or an employee, contractor or agent of Shabaas;
2. a material breach by Shabaas of any term of this Agreement and that breach has not been remedied within 30 days from the Merchant notifying in writing Shabaas of the breach;
3. any enquiry, investigation, subpoena (or similar order) or litigation with respect to Shabaas;
4. breach of any of Shabaas’s representations, warranties and/or covenants set forth in this Agreement;
5. an Insolvency Event occurring in relation to Shabaas,

except where any event listed above is solely the result of the fraud, wilful default or negligence of the Merchant.

This indemnity and Clauses 11 (Reimbursement), 12 (Privacy and confidentiality), 20 (Termination), 22 (Liability), 23 (GST) and 30 (Jurisdiction) survive the termination of these Merchant Terms and Conditions.

22. Liability

To the extent permitted by law, Shabaas is not liable (including in contract, tort or under statute) for any loss or damage incurred by the Merchant in connection with the Shabaas Services greater than the total amount of all Transactions collected by Shabaas under these Merchant Terms and Conditions in the month proceeding the event of claim. 

To the extent permitted by law, the Merchant is not liable (including in contract, tort or under statute) for any loss or damage incurred by Shabaas in connection with the Shabaas Services greater than the total amount of all Transactions collected by Shabaas under these Merchant Terms and Conditions in the month proceeding the event of claim.

Despite anything to the contrary herein, to the maximum extent permitted by law, neither party will be liable under or in connection with this Agreement for any Consequential Loss or indirect, incidental or special damages.

Neither party will be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent to which such delay or non-performance arises from any Force Majeure Event.

23. GST

Terms used in this clause have the same meaning given in the A New Tax System (Goods and Services Tax) Act 1999. 

The parties each have an ABN and are registered for GST.

If any supply made under or in connection with these Merchant Terms and Conditions is subject to GST, Shabaas may increase the consideration otherwise provided for by the amount of that GST and recover such additional amount from the party liable for payment of the consideration. 

No payment of any amount in respect of GST is required until Shabaas has provided a tax invoice or adjustment note, as the case may be, to the recipient.  

24. Set-off

Shabaas may, but need not, set off any matured obligation due from the Merchant against any obligation owed by Shabaas to the Merchant.

25. Assignment

The Merchant must not use the Shabaas Services on behalf of a third party or allow the Shabaas Services to be used by a third party without the prior written consent of Shabaas.

The Merchant must not assign or grant security over any of its rights under these Merchant Terms and Conditions without the prior written consent of Shabaas.

Shabaas may assign any of its rights or obligations under these Merchant Terms and Conditions on at least 14 days’ written notice.

26. Sub-contracting

Shabaas may engage or employ any person, sub-contractor or agent to perform any of its obligations under this Agreement (Sub-contractor).

Shabaas is not relieved of any of its liability or obligations under this Agreement if Shabaas engages a Sub-contractor.

27. Notices

Notices delivered under these Merchant Terms and Conditions may be delivered by email to Shabaas’s email address (contactus@shabaas.com) or, in relation to the Merchant, the email address most recently notified to Shabaas and are taken to be received when sent unless the sender receives an out of office or error notification. 

28. Severability

If a term of these Merchant Terms and Conditions is illegal or unenforceable in a jurisdiction, these Merchant Terms and Conditions is to be construed in that jurisdiction to give effect to that term only to the extent possible to avoid any illegality or unenforceability.

29. Waiver

Shabaas’s rights under these Merchant Terms and Conditions are not waived by any delay or failure to exercise them and may only be waived in writing.

30. Jurisdiction

These Merchant Terms and Conditions and any non-contractual rights arising out of it are governed by the laws of New South Wales, Australia. The Merchant and Shabaas submit to the non-exclusive jurisdiction of the courts of New South Wales in relation to any disputes.

31. Complaints and dispute resolution 

If the Merchant makes a complaint about Shabaas or the provision of the Shabaas Services including these Merchant Terms and Conditions, the parties must seek to resolve the complaint in accordance with Shabaas’s Internal Dispute Resolution Policy.  

32. Multiple parties

If the Merchant comprises more than one person, those persons are jointly and severally liable as the Merchant under these Merchant Terms and Conditions.

33. Counterparts and electronic execution

These Merchant Terms and Conditions may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of these Merchant Terms and Conditions.

The parties consent to these Merchant Terms and Conditions being signed by or on behalf of a party by electronic signature.  In this Clause 33 electronic signature means a digital signature or other visual representation of a person’s handwritten signature or mark placed or typed on a copy of this deed by electronic or mechanical means (or any other means of electronic signing this deed used by agreement between the parties) and electronically signed has a corresponding meaning.

Where these Merchant Terms and Conditions are electronically signed by or on behalf of a party, the party warrants and agrees that the electronic signature has been used to identify the person signing and to indicate that the party intends to be bound by these Merchant Terms and Conditions.

Each party consents to the exchange of counterparts of these Merchant Terms and Conditions by delivery by email to the party or its legal representative or other electronic means of exchange as the parties may agree.

The parties agree that a printed copy of a counterpart of these Merchant Terms and Conditions that a party signed by electronic signature will be taken to be duly executed by that party.

34. Definitions

The following defined terms are used in these Merchant Terms and Conditions:

1. Agreement Period

        as defined in section 1 of the Agreement Schedule

2. Australian Privacy Principles

       set out in the Privacy Act 1988 (Cth)

3. Authorised PayTo Agreement

       A PayTo Agreement that has had the End Customer accept the agreement terms through the Customer Financial Institution and has been stored in the Mandate Management Service

4. Change of Control

       in relation to the Merchant:

            (a) the person who Controls the Merchant at the date that the Merchant first became a party to this agreement subsequently ceases to have Control of the Merchant;

           (b) a person who does not Control the Merchant at the date that the Merchant first became a party to this agreement subsequently obtains Control of the Merchant; or

           (c) if the Merchant is Controlled by a group or consortium of persons, or if the group or consortium could Control the Merchant were they to act collectively, any material change in the composition of that group or consortium.

5. Confidential Information

   all information relating to or arising under these Merchant Terms and Conditions or the Shabaas Services in whatever form 

6. Consequential Loss 

means any:

           (a) loss of business opportunity, contract, expectation or bargain;

           (b) loss of reputation or goodwill;

           (c) loss of profits;

           (d) loss of revenue or anticipated revenue;

           (e) loss of likely savings or anticipated savings;  

           (f) loss not arising naturally and not arising according to the usual course of things, from the relevant breach or acts or omissions; 

           (g) loss arising from business interruption of any nature; or 

           (h) special, punitive, indirect or consequential damage. 

7. Control        

   has the meaning given in section 50AA of the Corporations Act 2001 (Cth).

8. Customer Financial Institution

   the financial institution of the Merchant’s End Customer, used for the necessary consent to authorise the PayTo Agreement.

9. Disbursement Transaction

    a payment initiated by the Merchant to a bank account using the Shabaas Services

10. End Customer

   The Merchants customer that is making the Sales Transaction

11. FI Arrangement

  has the meaning given in Clause 9 (NPP)

12. Force Majeure Event

   any act, event or cause, other than lack of funds, affecting a party that is outside that party’s control, including:

       (a) war, acts or threats of terrorism, riots, revolutions, civil war, acts or threats of sabotage, national emergency (whether in fact or law), imposition of martial law, government requisition or any unlawful act against public order or         authority;

       (b) adverse weather conditions, acts of God and destruction by natural disasters including landslides, earthquakes, tsunamis, fires, storms, cyclones and floods;

       (c) epidemics, quarantines, radiation and radioactive contamination; 

       (d) boycotts, strikes and other labour difficulties, whether or not involving employees of the party concerned; and 

       (e) any reasonably unforeseen event beyond the reasonable control of Shabaas. 

13. Internal Dispute Resolution Policy

    the policy, as amended from time to time, prepared by Shabaas setting out its internal dispute resolution procedures 

14. Insolvency Event

    means: 

     (a) in relation to a body corporate, a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the entering        into a scheme or arrangement with creditors or the occurrence of any event that has a substantially similar effect to any of these events;

     (b) in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with creditors or the occurrence of any event that as a substantially similar effect to any of these events; or

     (c) in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control or the      occurrence of any event that has a substantially similar effect to any of these events.

15. Mandate Management Service

    means the central, secure database operated by NPP Australia Limited of Authorised PayTo Agreements

16. Merchant

   the party to these Merchant Terms and Conditions 

17. Merchant Settlement Account

    An external business banking account of the Merchant to which a Transaction Settlement is paid in relation to a Transaction processed using the ShaBaas Services.

18. Merchant Terms and Conditions

   the agreement referred to in Clause 1 (Merchant Terms and Conditions)

19. NPP

   the New Payments Platform operated by NPP Australia Limited ABN 68 601 428 737

20. NPP Services 

   Services provided via the NPP including PayID and PayTo services. 

21. NPPA

   NPP Australia Limited ABN 68 601 428 737

22. Onboarding Fee

   the fee set out in the Agreement Schedule that is payable by Merchants to Shabaas in consideration for receiving the onboarding materials described in the Agreement Schedule.

23. Partner Funds Account

   an account of Shabaas held with an independent financial institution for the holding of amounts received by Shabaas from End Customers in relation to the processing of a Sales Transaction.

24. PayTo Agreement

   an authorised agreement established by the Shabaas with the Merchant’s End Customer to allow Shabaas to initiate payments from the End Customer’s bank accounts in real-time via the Shabaas Services and the NPP PayTo facility.

25. PayID

   an identifier that is unique to a user and linked to the user’s bank account

26. Privacy Policy

   Shabaas’s privacy policy which is available at www.shabaas.com

27. Relevant Law

   any law, regulation, order or instrument and any code of practice, practice notes, guidelines, rules, membership rules or standards issued by relevant regulators or industry bodies whether or not having the force of law that is applicable to     a person or the business carried on by the person and includes, without limitation, the Corporations Act 2001 (Cth), the Anti-money Laundering and Counter-terrorism Financing Act 2006 (Cth) and any other statute or regulation relating     to the proceeds of crime and economic sanctions

28. Sales Transactions

    the supply of goods or services or both paid for using the Shabaas Services, including NPP/PayTo agreement management and payment services.

29. Services Schedule

   the ‘Services Schedule’ provided to the Merchant on or around the date of the Merchant Terms and Conditions as may be amended or supplemented by any operating information, service or support process descriptions and    specifications provided by Shabaas to the Merchant from time to time 

30. Shabaas

    Shabaas Pty Ltd ABN 74 653 591 550

31. Shabaas Platform

   the mobile app, online portal or website through which the Merchant can access information about the Shabaas Services as referred to in the Services Schedule as operated by Shabaas or a Shabaas partner 

32. Shabaas Services

   each service that provides access to and functionality of the NPP to the Merchant as described in the Services Schedule 

33. Transaction

  a Sales Transaction and a Disbursement Transaction.

34. Transaction Settlement

   a payment made by Shabaas to the Merchant Settlement Account in relation to the processing of a Transaction.

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Agreement Schedule 

1. Agreement Period 

Commencement Date:

Completion Date:

Agreement Duration:

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2. Fees

As set out in Appendix A, which includes the fees to be paid by the Merchant, as provided by Shabaas to the Merchant from time to time.

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3. Onboarding materials 

• Decals
• Table Stand
• Flyers
• Business App Admin Credentials

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4. Prohibited industries 

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• Binary options trading;
• Domestic or foreign unregistered charities;
• Cryptocurrency;
• Vaping equipment;
• Dating and escort services, internet adult digital content sites and provided; 
• Shell banks;
• Online casinos;
• Unincorporated associations;
• Unlicensed financial advisors;
• Entities with unnecessary complex ownership structures;
• Products or services invoking or supporting racism, violence, abuse, discrimination, hatred, terrorism, paedophilia or other immoral activity;
• Counterfeit or imitation items including currency, coins, fake credentials, academic papers, stamps, counterfeiting equipment, trademark infringement items, goods infringing on third party intellectual property rights;
• Internet and mail order pharmacies; 
• Pawn brokers, non-retail pawn shops;
• Payday lenders; 
• Foreign exchange remitter to High-Risk Destination Countries; and
• Lottery ticket sellers.

Signing page 

Shabaas 

EXECUTED by SHABAAS PTY LTD ABN  74653 591 550  in accordance with section 127 of the Corporations Act 2001 (Cth) by being signed by the following officers:

Signature of director

Signature of director/company secretary

Name of director (please print)

Name of director/company secretary (please print)

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Merchant

EXECUTED by    

ABN  accordance with section 127 of the Corporations Act 2001 (Cth) by being signed by the following officers:

Signature of director

Signature of director/company secretary

Name of director (please print)

Name of director/company secretary (please print)

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Services Schedule

1. Solution Overview 

Shabaas is to supply the Merchant with the Shabaas payment method to be integrated into the Merchant payment processes. The Shabaas service provides a fast, safe and simple NPP/PayID based payment method for merchants and retailers in Australia to receive payments from their customers. It will enable the Merchant’s customers to pay for their goods and services with their own money, while providing the Merchant with a more timely cash flow management and a simpler and robust reconciliation process. 

Shabaas is an Australian company specialising in digital payments with the Shabaas product (www.shabaas.com) being offered as a unique payment method utilising the Australian New Payment Platform (NPP) - https://nppa.com.au/ 

2. Services summary 

Shabaas provides access to and functionality of the NPP to the Merchant as described in this Services Schedule. 

3. Subscription Details some text
   1. Shabaas Services

The below table is a summary of the Shabaas Services provided.

Service

Description

Shabaas APIs

APIs used by the merchant to process payments, query data and update configuration.

Merchant App

Manage their Shabaas account and configuration, including transaction searches.

Settlement

Transfer of funds by Shabaas from the Partner Funds Account to Merchant Settlement Account.

Payment Widget

Configurable UI component merchants can use to take payments from their customers.

Note: Charges for any changes to services other than the operational maintenance and troubleshooting of the Shabaas Platform will be provided at the Merchant’s request on a time and material basis based on Shabaas’s standard fee schedule. 

4. Usage of the Shabaas Services

Shabaas Services will be made available to the Merchant’s customers via the Shabaas Platform.  

Shabaas will make the Shabaas Platform available to the Merchant by setting up an account for the Merchant on the Shabaas Platform, and by providing to the Merchant a login and connection details to the Shabaas Platform as soon as practicable following the execution of these Merchant Terms and Conditions. 

Subject to the Merchant Terms and Conditions herein and the limitations below, Shabaas will grant to the Merchant non-exclusive rights to use and access the Shabaas Platform for the defined services in Australia. 

The right granted by Shabaas to the above for the Merchant is subject to the following limitations: 

• the Shabaas Platform may only be used by the named users identified within the technical integration configuration with the Merchant; 
• the Shabaas Platform must be used by the Merchant in accordance with the terms specified in the Merchant Terms and Conditions.

The Merchant must not use the Shabaas Platform: 

• in any way that is unlawful, illegal, fraudulent or that may cause damage or loss to Shabaas or any third parties; or 
• in connection with any activity that is, or may be, unlawful, illegal, fraudulent or that may cause damage or loss to Shabaas or any third parties. 

5. Service Level Agreement 

The Shabaas Service Level Agreement ("SLA") governs the availability of the services identified below as made available to the Merchant under the terms of these Merchant Terms and Conditions. 

1. SLA Definitions 

"Covered Services" means the components of the Shabaas payment service identified in Section 5.3 below. 

"Downtime" means periods during which material portions of the Covered Services are not available. 

"Excluded Downtime" includes Planned Downtime and any Downtime resulting from: 

1. events beyond Shabaas's reasonable control, including, but not limited to, network disruptions, denial of service attacks, network hacks, or events constituting a Force Majeure Event; 
2. any action taken under the customers’ account; 
3. any termination or suspension of the Merchant’s account in accordance with the terms of these Merchant Terms and Conditions; 
4. any third-party software or hardware used to access the Shabaas Services; 
5. use of the Shabaas Services in a manner that is inconsistent with these Merchant Terms and Conditions or Shabaas’s reasonable instructions; and 
6. use of beta, evaluation, and free services. 

"Planned Downtime" means Downtime for scheduled maintenance. Shabaas will use commercially reasonable efforts to provide notice of Planned Downtime as early as possible but no less than eight (8) hours beforehand. 

2. Service Availability 

Shabaas will use all commercially reasonable efforts to provide the Covered Services with ninety-nine point nine per cent (99.9%) availability subject to Excluded Downtime.

• Scheduled maintenance to Tier 1 components of the Shabaas Platform will be performed during periods of low activity and will be done in a way that will minimise system unavailability.
• Scheduled maintenance to Tier 2 components of the Shabaas Platform will be performed out of business hours (Sydney time) and possible outages will be notified to clients a minimum of 8 hours in advance.

3. Covered Services 

The following Shabaas payment services provided are covered by this SLA: 

Tier 1

• Shabaas APIs access and operation 
• Shabaas UI/UX components operation 

Tier 2

• Shabaas Customer Platform 

4. Incident Response

Shabaas categorised incidents into Severities 1 to 4 and provides the following Response and Resolution SLAs.   

Severity

Description

First Response Time

Target Resolution Time

1

Total loss of service to Tier 1 services or an issue impacting a significant number of customers that prevents payments being taken. No workaround is available.

2 hours

8 hours

2

Issue impacting some users of a Tier 1 service, intermittent issues or issues where a workaround is available.

Issue with a Tier 2 service impacting a significant number of customers.

2 hours

48 hours

3

Minor issue in either a Tier 1 or Tier 2 service that does not impact merchant’s ability to process payments or where a simple workaround is available.

2 business day

10 business days

4

Request for system enhancement such as altering a report or providing additional data fields.

10 business days

As agreed with the Merchant

If the Shabaas Services fails to comply with these Merchant Terms and Conditions, Shabaas must fix the problem as soon as reasonably possible and in accordance with relevant service levels. 

Shabaas will provide help desk services as follows: 

Help desk services:

The Shabaas help desk is accessible in the mobile app and provides ticket management for Shabaas’s clients.

Help desk hours:  

24/7/365

Help desk contact details: 

contactus@shabaas.com

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5. Merchant and Merchant Customer Transactional Data 

Shabaas will ensure that all transactional data in our possession is retained throughout the Agreement Period and managed in accordance with the following requirements: 

Data encryption: 

• Data in transit to, and within, the Shabaas Platform is encrypted using TLS 1.2 or higher. Connections using versions of TLS lower than 1.2 or using SSL are rejected.
• Data at rest is encrypted using 256-bit Advanced Encryption Standard (AES-256)

Technical mechanisms and processes for enabling access / extract transactional data at any time:

• All transactional data will be accessible from the Shabaas Platform.

Controls to be applied for managing the Shabaas Platform:  

Shabaas will:

• keep confidential and not disclose the Confidential Information to any person except to the extent required by a Relevant Law;
• protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of a similar nature, being at least a reasonable degree of care; and
• deploy and maintain the security systems and technologies detailed above in relation to the Confidential Information held on the Shabaas Platform.

Shabaas and the Merchant will:

• not, without the prior written approval of the other party, disclose the other party’s Confidential Information.
• not be in breach in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
• take all reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of these Merchant Terms and Conditions, do not make public or disclose the other party’s Confidential Information.

The Merchant will:

• not disclose to any third party any information retrieved from the Shabaas Portal as a result of processing a payment;
• where payment and payer information is provided to the Merchant by Shabaas for fraud and compliance verification purposes, the Merchant will not use this information for any other purpose; 
• ensure all credentials used to access any part of the Shabaas Platform are kept secure;
• will notify Shabaas immediately if it becomes aware that its credentials become compromised. 

6. Changes to the Services 

• Shabaas can make changes to the Shabaas Services to ensure it keeps pace with technological advancements and improvements in methods of delivery;
• this does not entitle the Merchant to new products or functionality which are not contemplated under these Merchant Terms and Conditions;
• regardless of any such changes, Shabaas must ensure the Shabaas Services continue to meet all of the requirements under this Agreement.

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Appendix A

Pricing Details

1. PAYG Pricing 

You will be charged the transaction fees as per the selected service on our pricing page. 

The following conditions apply to pricing:

• All Fees and Charges are in AUD and inclusive of GST.
• Maximum transaction amount is capped at AUD $1000 per transaction.
• We may adjust the fees applicable to future transactions that you process using our services. We will give you at least 30 days' advance notice of any fee increase or the introduction of a new type of fee.

The Agreement is subject to acceptable use commencing on the agreement start date.