Last updated: October 24, 2023

Welcome to ShaBaas

This ShaBaas Services Agreement ("Agreement") is a legal agreement between ShaBaas Payments Australia Pty Ltd A.C.N. 653 591 550 ("ShaBaas", "we" or "us") and the entity or person ("you", "your", or "user") who registered on the ShaBaas Account page to receive certain payment, analytics and benchmarking, and other business services that may be offered by ShaBaas and its affiliates (each, a "Service"). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services ShaBaas may provide to you, including those allowing you to accept payments from purchasers of your goods or services or donors to your organization (your "Customers"). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the "PIs") and additional resources we make available to you on our website.

Before using the Services, you must register with ShaBaas and create an account (a "ShaBaas Account").

Section A describes the process of registering for and using your ShaBaas Account.

Section B describes your use of the APIs and the Services.

Section C describes the Services you may use to accept payments and perform other financial transactions, manage subscriptions, and perform transaction reporting (the "Payment Services").

Section D describes proper handling, management, and use of data, generated during your use of the Services, including your Customers' data.

Finally, Section E describes your liability to ShaBaas for all losses connected with your ShaBaas Account, your agreement to resolve all disputes with ShaBaas by arbitration and not in a lawsuit, and other legal terms that apply to you.

2. Your ShaBaas Account

a. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in Australia are eligible to apply for a ShaBaas Account to use the Services described in this Agreement. ShaBaas and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.

To register for a ShaBaas Account, you or the person or people submitting the application (your "Representative") must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your ShaBaas Account administrator. Until you have submitted, and we have reviewed and approved all required information, your ShaBaas Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

If you use Payment Services, your name (or the name used to identify you) and URL may appear on your Customers' bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Services to facilitate Transactions (as defined below) with your Customers. You may not use Payment Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.

In relation to the services provide by ShaBaas Apps, the below transaction limits apply : a) Per Transaction Limit: A payments made by ShaBaas Pay App at participating business will be capped at AUD $1,000 per transaction per end consumer. b) Daily Limit: A payments made by ShaBaas Pay App at participating business will be capped at AUD $2,000 per day per end consumer.

b. Business Representative: You and your Representative individually affirm to ShaBaas that your Representative is authorised to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority. Without the express written consent of ShaBaas, neither you nor your Representative may register or attempt to register for a ShaBaas Account on behalf of a user ShaBaas previously terminated from use of the Services.

If you are an individual trader, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

The following special requirements apply to you if you are not at least 18 years old. If you are a legal entity, your Representative must either obtain the consent of your board or of an authorised officer; and if you are an individual or sole proprietor, your Representative must be your parent or legal guardian. Any such approving board, authorised officer, parent, or legal guardian is responsible to ShaBaas and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself.

c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative's identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. If you use Payment Services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement, or require you to provide a personal or company guarantee. Your failure to provide this information may result in suspension or termination of your ShaBaas Account.

You authorise us to retrieve information about you from our service providers, including credit and information bureaus. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your ShaBaas Account. ShaBaas may periodically update this information as part of our underwriting criteria and risk analysis procedures.

d. Changes to Your Business, Keeping your ShaBaas Account Current: You agree to keep the information in your ShaBaas Account current. You must promptly update your ShaBaas Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your ShaBaas Account or terminate this Agreement if you fail to keep this information current.

You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action; there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets.

‍