This Merchant Processing Agreement Terms and Conditions (the “Agreement”) is between How To Pay Pty Ltd doing business as  How To Pay("How To Pay" or "Processor"), and is a company which is duly registered according to the law of Australia, having its registered business address at Level 6, 162 Goulburn St Surry Hills NSW 2010 Australia.

1. DEFINITIONS

The following expressions used in this Agreement have the following meanings:

Acquirer” means the bank conducting payment collection and settlement on behalf of a Merchant, from the card issuing or cardholder bank.

Agreement” means the Merchant Processing Agreement Terms and Conditions, along with the Merchant Pricing Schedule.

Card” means a Credit Card referred to in the Merchant Processing Agreement or otherwise authorised by How To Pay for use on its secure payment processing site for the purpose of initiating a transfer of funds by the cardholder through the online payment gateway.

Cardholder” means the person to whom a Card has been issued or a person who is authorised to use a Card.

Card Transaction” means any transaction by a Cardholder using a Credit Card for the purposes of payment of a service or good.

"Chargeback" refers to a transaction value that is debited to the bank account the Merchant maintains under this Agreement due to a cardholder disputing a card transaction. Chargebacks are payments identified as being invalid or non-collectable after initial acceptance on account of fraud, lost/cancelled/unissued/invalid account identification, unresolved customer complaint or other cause which results in the deduction of the Service Charges from money otherwise payable to How To Pay.

Confidential Information” means:

(i) In respect of How To Pay, any written or oral information that is not Excluded Information and that:

     A. about the affairs of How To Pay and is obtained by the Merchant from How To Pay or someone on behalf of How To Pay; or

     B. How To Pay makes the Merchant aware is considered by How To Pay to be confidential and proprietary; or

     C. is personal information for the purposes of any applicable privacy laws, (collectively,“How To Pay’s Confidential Information”).

(ii) In respect of the Merchant, any written or oral information that is not Excluded Information and that:

     A. is about the affairs of the Merchant and is obtained by How To Pay from the Merchant or from someone on behalf of the Merchant; or

     B. the Merchant makes How To Pay aware is considered by the Merchant to be confidential and proprietary; or

     C. is personal information for the purposes of any applicable privacy laws, (collectively,“Merchant’s Confidential Information”).

Credit Card” means a valid credit card issued by, and bearing as applicable the symbols of either Visa or MasterCard or charge card issued by American Express, Diners Club or JCB Charge Card schemes.

Customer Verification” means a process involving How To Pay’s fraud analysts contacting merchant’s customers in order to verify that they authorised credit card purchases, to ascertain product or service delivery quality or to play a role in attempting to resolve disputes with merchants.

Customer” means an individual or entity that acquires goods or services on the client Merchant website.

Deductions” means any amount owing to How To Pay by the Merchant whether arising out of this Agreement or otherwise, including, but not limited to any liability incurred by How To Pay as a consequence of this Agreement, Processing Fees and Reversals.

Excluded Information” means:

(i) In respect of How To Pay’s Confidential Information, information that the Merchant can establish:

     A.  was in the public domain when it was given to the Merchant;

     B.  becomes, after being given to the Merchant, part of the public domain, expect through disclosure contrary to this Agreement;

     C.  was in the Merchant’s possession when it was given to the Merchant and had not been acquired in some other way (directly or indirectly) from How To Pay; or

     D.  was lawfully received from another person who had the unrestricted legal right to disclose the information free from any obligation to keep it confidential.

(ii) In respect of Merchant’s Confidential Information, information that How To Pay can establish:

     A.  was in the public domain when it was given to How To Pay;

     B.  becomes, after being given to How To Pay, part of the public domain, expect through disclosure contrary to this Agreement;

     C.  was in How To Pay’s possession when it was given to How To Pay and had not been acquired in some other way (directly or indirectly) from the Merchant; or

     D.  was lawfully received from another person who had the unrestricted legal right to disclose the information free from any obligation to keep it confidential.

ISP” means Internet Service Provider.

IPSP” means Internet Payment Service Provider or Third Party Processor.

Intellectual Property” means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trademarks, business and domain names owned by How To Pay or any of its related

entities.

Merchant” means the client person, persons or separate entity (company) named in the Merchant Processing Agreement as the “Merchant” and vendor of online services, subscriptions or tangible products.

Merchant Processing Agreement” means the internet Merchant Processing Agreement signed by the Merchant and How To Pay as amended from time to time to cover all the services associated with providing a payment gateway or payment service provider products.

Merchant Volume” means the total value of all transactions processed by How To Pay on behalf of the Merchant before any Deductions.

Order Shipment Report” means a report produced by the merchant displaying current orders and their shipment status. This report will also display tracking numbers of shipments.


"PCI DSS" means compliance with Payment Card Industry Data Security Standards which is a mandatory requirement for protecting cardholder data, overseen by the PCI Security Standards Council (PCI SSC).

Payment Gateway System” means the process where, on instructions transmitted through an online secure payment page, a Cardholder’s bank account is debited and the Merchant’s bank account credited or vice versa as the case may be:

     (i) in relation to goods or services supplied or cash made available by the Merchant to the Cardholder; or

     (ii) with the amount of any refund in respect of goods and services supplied by the Merchant to the Cardholder.

"Personal Information" means information about an individual whose identity is apparent or can reasonably be ascertained, from the information.

Privacy Law” means all legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to Personal Information.

Refund” means the refunding of a previously processed Card transaction back onto the previously processed Card.

"Reserves" means a number of payment monies held back for a period up to 180 days as security against an unacceptable level of chargebacks. Acquiring banks may hold back reserves to the value of 10% of total transactions processed by How To Pay.

Reversals” means any chargebacks, credits, deductions, penalties, refunds, cancellations, allowances, returns or similar event that would cause a reversal of a payment from a Customer to a Merchant.

RevShare” means an affiliate program product offered by How To Pay whereby an online Merchant will share a percentage of sales revenue generated to reward the provision of additional site traffic by an affiliate program member that leads to sales.

Service Charges” means the amounts indicated by fees set out in Schedule 1

"Subscription ID" means the unique numeric code issued to the cardholder who joins a client Merchant's membership program


"VAT", GST or value-added tax means any tax on the supply of any goods, services, real or personal property or any similar tax.

2. NATURE OF ENGAGEMENT

2.1 The client Merchant hereby engages How To Pay to provide either directly or indirectly, as the case may be, online and electronic transaction payment processing services ("The Services") as described in this Agreement for the websites that are the subject of this Agreement (as described in the attachment), and for any additional websites that subsequently become the subject of this Agreement. Both parties agree to the terms and conditions set out below for a term of two (2) years, provided, that this Agreement shall be automatically renewed until terminated pursuant to section 17 below.

3. DESCRIPTION How To Pay SERVICES

     3.1 How To Pay may provide the Services directly and may also assist with making introductions to and to generally facilitate a contractual relationship with acquiring banks where it is an authorised sales or service partner, for the purposes of securing an Internet Merchant account.

     3.2 How To Pay may act as the Merchant’s Internet Payment Service Provider/Third Party Processor which includes the provision of payment processing, reporting and in some instances, member support.

     3.3 How To Pay uses software and hardware configurations to provide an Internet-based payment gateway service to online Merchants that generally may include one or more of the following:

     3.3.1 A link from Merchant’s internet site to that of a securely hosted page of How To Pay or accept transactional information from an approved/accredited service provider in order to capture payment of online products and services offered by the Merchant, and payable by a customer or member cardholder

     3.3.2 Utilise Merchant's own internet Merchant account for enabling credit card processing, as well as access to e-wallet and electronic automated check processing (ACH) systems

     3.3.3 Utilise How To Pay’s own IPSP Master Merchant account facility for enabling credit card processing,

     3.3.4 Provide a payment gateway mechanism to:

          (a) securely capture and transmit payment particulars by encryption in compliance with card issuers’ Payment Card Industry Data Security Standards

          (b) conduct requisite fraud protection checks using specialist third-party risk management products

          (c) request authentication and authorisation of payment from the card issuer or bank account holder

          (d) finalise payment processing results, whether approved or declined

          (e) prepare transaction reports and service charges for Merchant

          (f) provide the option of affiliate program membership

     3.3.5 Depending on the nature of the Services provided by How To Pay, all funds relating directly to credit card and ACH payments may be paid directly by the acquiring banks to the Merchant account holder in accordance with their own commercial terms or alternatively by How To Pay in accordance with the terms of this Agreement.

     3.3.6 How To Pay will provide payment instructions for credits or debits to the acquiring banks based on transactional information including, but not limited to, sales, adjustments, refunds/reversals, chargebacks, reserves, affiliate program payouts and processing fees/charges.

     3.4 Conditions precedent

The formation of this Agreement is subject to the following conditions precedent:

          (a) Merchant completing in full all outstanding details required in the Schedules to this Agreement or any other compliance requirements including the execution of any other document required by How To Pay to provide the Services.

          (b) Merchant providing all documentation and information requested by How To Pay to enable it to consider the Merchant’s suitability for Services; and

          (c) How To Pay providing notice to the Merchant that it agrees to provide the Services to the Merchant.

4. RIGHTS AND OBLIGATIONS OF How To Pay

   4.1 Grant of Non-Exclusive License

     4.1.1 How To Pay grants Merchant a non-exclusive licence to use its payment gateway software

     4.1.2 This Agreement does not grant Merchant any rights in connection with the use Trademarks (registered or otherwise) by How To Pay or rights to any other intellectual property associated with the service unless with the express written authorisation of the owner.

   4.2 Payment Processing Services

     4.2.1 How To Pay shall provide the software and services described in this Agreement and any revisions to that software during the term of this Agreement at the expense of the Merchant in relation to the Rate specified in the Schedule. These fees are in addition to any Bank Discount Fee or other charges imposed by the Bank and shall be payable by Merchant directly to How To Pay. A sign-up/setup fee may be payable at the time of execution of this Agreement.

     4.2.2 Processing invoices are sent to Merchant via email and/or posted in the administration area of the software at the prescribed intervals ins Schedule 1.

     4.2.3 The liability of How To Pay to Merchant with respect to any transaction shall be limited to the obligation of How To Pay upon written notice from the Merchant or the cardholder to reprocess the transaction. How To Pay shall in no event be liable for incidental or consequential damages whatsoever.

   4.3 Customer Verification

     4.3.1 How To Pay may, at any time and at its sole discretion without the express permission of the merchant, contact its customers in order to confirm whether:

          a. transactions were authorised by the cardholder,

          b. services or products were rendered in the manner promised, of merchantable quality and delivered in a timely manner,

          c. disputes were properly resolved in an efficacious manner

     4.3.2 Any investigation or customer verification conducted by How To Pay may result in a series of actions that require rectification by the merchant. Any such requests by How To Pay must be carried out as soon as possible to avoid account suspension.

     4.3.3 How To Pay undertakes to conduct these calls in a careful, selective and sensitive manner in order to minimise disruption to the merchant’s business though How To Pay will not be liable for any losses arising from dissatisfied customers resulting from customer verification calls or investigations.

     4.3.4 During the initial 3 month probation period with a new bank, or where orders warrant suspicion, How To Pay will call verify a % of the cardholders to ensure the legitimacy of orders. These calls are billed at $2.50 per verification.

     4.3.5 Any merchant whose disputes increase beyond 2% chargebacks will move onto How To Pay’s persistent monitoring program, under which How To Pay reserve the right to call verify up to 80% of cardholders if necessary to maintain merchant’s dispute ratios below card-scheme limits. These will be charged as normal verification calls.

5. RIGHTS AND OBLIGATIONS OF THE MERCHANT

5.1 Pre-conditions for Provision of Services

     5.1.1 Merchant is approved by the acquiring bank and has permission from the bank to (directly or through an agent) accept payments through a number of the following payment types, but not limited to Visa, MasterCard, other credit card companies, and/or ACH.

     5.1.2 Merchant must comply with all rules relating to all card schemes for card-not-present transactions that they accept including requirements specific to the regions in which they operate. Merchant must familiarise and implement recommended with e-commerce risk management practices of card schemes.

     5.1.3 Merchant desires to use software operated by How To Pay and hosted on How To Pay’s website which acts as a payment gateway between the Merchant and the bank ("the software") and How To Pay wishes to grant Merchant a non-exclusive licence to use the software. Merchant and How To Pay mutually agree to the following terms and conditions:

5.2 Accept Non-Exclusive License

     5.2.1 Merchant will use the software for all transactions by Merchant on the Internet

5.3 Use of Transaction Data

     5.3.1 Merchant gives How To Pay full and exclusive rights to move, without limitation, all transaction data,

Merchant information, and confidential information (as defined) as needed to be moved by How To Pay from time to time in the process of conducting its services to Merchant.

     5.3.2 How To Pay will handle the data is such a manner as to be consistent with Payment Card Industry Data Security Standards.

     5.3.3 Merchant must comply with all Payment Card Industry Data Security Standards requirements as directed by How To Pay or an acquiring bank.

     5.3.4 Any known or suspected breach of cardholder data security or any knowledge of cardholder fraud must be reported immediately to How To Pay and Merchant’s acquiring bank in accordance with their instructions or follow guidelines provided by the card schemes.

5.4 Payment of Fees and Settlement

     5.4.1 During the term of this Agreement Merchant warrants that it will pay all fees set out in Schedule 1 in accordance with clause below.

     5.4.2 All transactions will be processed in the currency of the transaction. How To Pay reserves the right to subsequently convert the transaction currency where it deems it necessary to do so and to charge a reasonable fee (which shall be determined at How To Pay’s sole discretion) for such conversion.

     5.4.3 All fees shall be payable and not to exceed five (5) business days from receipt by Merchant from How To Pay of written invoice by on-line transmission and shall be delinquent if not paid in full within five (5) business days thereof and subject to a “late fee” imposed by How To Pay provided that How To Pay is authorised to deduct any fees or amounts payable by the Merchant to How To Pay or its banks from any Settlement.

     5.4.4 Merchant is responsible to make sure Merchant has received processing invoices from How To Pay. If no invoice has been received or displayed, failure to pay on time may result in additional late fees and/or interruption of processing services at How To Pay’s sole discretion.

     5.4.5 How To Pay reserves the right to change any fees charged for the services rendered or the introduction of new services that attract a fee. In the event of an increase, that fee will become payable within 7 days following a notice posted on our website or notification given directly to you.

     5.4.6 Unless otherwise stated, all fees will be subject to the application of local VAT/GST rates and quoted in Australian dollars.

5.5 Settlement

     5.5.1 Payment of Settlement How To Pay will make payment to the Merchant’s nominated account (“Settlement Account”) in Schedule 3 based on the transactions processed by How To Pay less:

          (a) the Processing Fees;

          (b) any Reversals;

          (c) any special Fees or Fines imposed by the acquiring bank

          (d) any amount necessary for the Reserve; and

          (e) any Deductions, (the “Settlement”).

     5.5.2 Settlement currency amounts will be paid in the currency agreed within Schedule 3, as supported by the Acquirer

5.6 Payment of Fees and Settlement

     5.6.1 During the term of this Agreement Merchant warrants that it will pay all fees set out in Schedule 1 in accordance with clause below.

     5.6.2 All transactions will be processed in the currency of the transaction. How To Pay reserves the right to subsequently convert the transaction currency where it deems it necessary to do so and to charge a reasonable fee (which shall be determined at How To Pay’s sole discretion) for such conversion.

     5.6.3 All fees shall be payable and not to exceed five (5) business days from receipt by Merchant from How To Pay of written invoice by online transmission and shall be delinquent if not paid in full within five (5) business days thereof and subject to a "late fee" imposed by How To Pay provided that How To Pay is authorised to deduct any fees or amounts payable by the Merchant to How To Pay or its banks from any Settlement.

     5.6.4 Merchant is responsible to make sure Merchant has received processing invoices from How To Pay. If no invoice has been received or displayed, failure to pay on time may result in additional late fees and/or interruption of processing services at How To Pay’s sole discretion.

     5.6.5 How To Pay reserves the right to change any fees charged for the services rendered or the introduction of new services that attract a fee. In the event of an increase, that fee will become payable within 7 days following a notice posted on our website or notification is given directly to you.

     5.6.6 Amounts settled to the Merchant will only correspond with what the Acquirer has paid to How To Pay. How To Pay is not liable for any intern payments on any extended holdbacks by the Acquirer.

     5.6.7 Minimum Settlement amount How To Pay will not be required to pay a Settlement until such payment exceeds 3,000.00.

     5.6.8 Settlement Schedule Settlements will be paid into the Settlement Account on a daily basis with an initial holdback for a three (3) day period or as otherwise stipulated in Schedule 1

5.7. Reserve

     5.7.1 Establishment of Reserve How To Pay may, at its sole discretion, withhold the Reserve for any valid reason, including but not limited to as security against future Deductions.

          (a) The Reserve will be set at a default amount of 10% unless otherwise specified in Schedule 1.

          (b) The Reserve will be held on a 180-day rolling basis.

     5.7.2 Deductions from Reserve

          (a) How To Pay may, at its sole discretion or under instruction from the acquiring bank, deduct from the Reserve any amount for Deductions that relates to refunds, chargebacks, outstanding fees or fines incurred as a result of Merchant activity

          (b) Notwithstanding the quantum of Reserve, the Merchant remains liable for payment of any

Deductions that exceed the amount held in the Reserve.

          (c) In the event How To Pay or acquiring bank makes any deduction from the Reserve or that the Reserve is deemed insufficient to cover disputes or fines, the Merchant is required to immediately provide funds to restore the Reserve to its proper value or increase beyond the original amount as required collateral/security.

     5.7.3 Holding of Reserve

In the event of the expiry, closure, or earlier termination of this Agreement, How To Pay may hold the Reserve for the greater of:

          (a) twelve (12) months from the date of expiry, closure, or earlier termination of this Agreement;

          (b) the allotted time has expired for applicable Reversals; or

          (c) all amounts payable by the Merchant to How To Pay under this Agreement or otherwise have been paid.

     5.7.4 Treatment of Reserve

The Merchant shall not pledge, assign, use as collateral or otherwise encumber the Reserve or any other sum withheld by How To Pay under this Agreement. The Merchant further agrees that upon withholding, the Reserve becomes the property of How To Pay or acquiring the bank and the Merchant has no legal or equitable rights in respect of the Reserve until such time as any period for holding the Reserve under this Agreement expires.

5.8 Affiliate Program

How To Pay has no affiliate program at this time. As such we ask Merchants that run their own Affiliate programs to make sure all affiliates comply with all terms stated in this agreement in advance fully. The merchant is fully responsible for the actions of its Affiliates.

5.9 Merchant Internet Site

     5.9.1 Merchant shall be solely responsible for the establishment, hosting and maintenance of its website(s) and its connection to the internet (the“Merchant internet site(s)”), fulfilling all orders for products and services sold by Merchant to its users on the Merchant internet site(s).

     5.9.2 Merchant warrants that it owns in accordance with the Domain Ownership Declaration, or has a valid license to use, all intellectual property associated with website content and affiliated software and that no copyright has been infringed.

     5.9.3 Regarding website content and conduct, Merchant agrees that it will not perform or fail to perform any act which would violate State or Federal law in their local country, European or international law. Merchant further agrees to abide by any state and federal or national regulations regarding US 18 s2257 (adult regulation) compliance, content and product ownership, and holds How To Pay completely legally and financially harmless for any violations of such regulations or laws by Merchant.

     5.9.4 Merchant must not partake in any fraudulent or damaging activities, use these facilities for the proceeds of crime or money laundering or attempt to compromise How To Pay service or reputation. Any such attempt will result in immediate termination of this Agreement and associated services, with notification given to the relevant government crime investigation authorities.

     5.9.5 Merchants offering internet gaming or gambling service web content must be appropriately licensed to do so by the state or national government of the jurisdiction in which they are based. Compliance must be adequately demonstrated to How To Pay. Merchant is solely responsible for complying with the relevant rules and laws of the licensing body that relate to identification (KYC) and qualification of players.

     5.9.6 How To Pay reserves the right to reject applications from potential Merchants who provide products and service content online that are illegal, illicit, promote violence or are obscene. All content must be legitimately and legally acquired, with supporting the evidentiary proof. How To Pay also reserves the right to randomly check the websites of Merchants to ensure retention of compliance with the composite rules of card companies and policies of How To Pay and its acquiring banks.

     5.9.7 Merchant must display a web page to users purchasing products or services from Merchant that provides the user with an acknowledgement that a transaction has been completed and secured by How To Pay (the "acknowledgement page") and show How To Pay's brand.

     5.9.8 Merchant agrees to fully comply with How To Pay’s Merchant Website Compliance Policy. Execution of this Agreement confirms that Merchant has read and understood this policy and will comply with these rules at all times. In order to determine compliance with How To Pay and card scheme rules, Merchant must always provide How To Pay with a valid user ID and password for unimpeded access available to full members, without limitation, to enable random inspections to be carried out.

     5.9.9 Merchant agrees that in addition to Merchant’s branding on the acknowledgement page, the acknowledgement page will include the relevant logos of each credit card scheme or payment method that is accepted.

     5.9.10 Merchant agrees that its online order form shall comply with an appropriate format established by the Bank and all Visa and MasterCard Rules.

     5.9.11 Merchant agrees to disclose any intentions of customer rebilling and must state so on the sign-up page before the secure join form as well in terms and conditions agreement posted on the site and linked to from one or more areas before the customer proceeds to the actual secure join form. Merchant must provide phone numbers and email addresses which are easily accessible for customers to reach the Merchant or the entity handling service for the Merchant.

     5.9.12 Merchant must state that these contact methods are for “customer service and cancellations”.

These contact methods must be posted throughout several areas of the website in a non-password protected area. It is also highly recommended that the Merchant's company name appear throughout the site to identify to the customer who is billing them as well as the businesses registered operating address and customer support phone number.

     5.9.13 Merchant shall not discriminate against persons making purchases using a card, either with respect to the exchange of, the return of, or adjustment on goods or services purchased unless Merchant conspicuously discloses its discriminatory returns and refunds policy at the time of sale. If Merchant does not offer refunds or make such other restrictions, the words "no refund", or other appropriate terminology, shall be prominently and legibly written or typed on the order form used by Merchant with respect to the performance of this Agreement and provided to the purchaser. Merchant understands that the terms "No Refunds" is not legally valid in all countries and in such zones must offer a refund.

     5.9.14 Any advertising or other promotional material of Merchant shall not be in violation of the provisions of this Agreement. The How To Pay name, style and any registered trademarks or trade names of How To Pay shall remain the property of How To Pay and shall not be used by Merchant except in compliance with this agreement or independently written authorisation.

5.10 The generation of spam (unsolicited commercial advertising without properly identifying the sender’s details) by client Merchants is prohibited in most countries and is not permitted under any circumstances. Any identified breach will result in instant termination of this Agreement.

     5.10.1 The merchant will inform How To Pay in advance of ALL Internet Domains that will be used to generate sales and or collect funds using the merchant's facilities provided by How To Pay. A merchant must not operate a domain with this Merchant service without prior approval of How To Pay in writing.

5.11 CHARGEBACK AND REFUND MANAGEMENT

     5.11.1 Merchant agrees that in the event Processor is presented, during any monthly period, with chargebacks and/or retrieval requests relating to the Transactions of the Merchant processed by the Processor in excess of one percent (1%) measured by transactional volume or by number of transactions, such chargebacks and/or retrieval requests will be deemed to be excessive and allow the processor to take action including, but not limited to, terminating this agreement. Failure to maintain the ratio of chargebacks below 1.00% may result in immediate account suspension or termination. See section 17.

     5.11.2 Merchant agrees that in the event Processor is presented, during any monthly period, with refund requests relating to the Transactions of the Merchant processed by the Processor in excess of five per cent (5%) measured by transactional volume or by number of transactions, such refund requests will be deemed to be excessive and allow the processor to take action including, but not limited to, terminating this agreement. Failure to maintain the ratio of refunds below 5.00% may result in immediate account suspension or termination.

6. TRANSACTION PROCEDURES

6.1 Authorisation of transactions shall not in any way be binding on How To Pay as to the validity of any transaction or transaction receipts. How To Pay gives no assurances that any transactions will be honoured or that How To Pay (or the acquirer or card Issuer) shall not exercise any chargeback or other rights of reduction or set-off under this Agreement even where such transaction has been authorised.

6.2 How To Pay shall seek online authorisation from the acquirer for all transactions.

6.3 In the event that authorisation to complete the transaction is given to How To Pay, the authorisation code shall be given to Merchant. Such authorisation code will be recorded upon the transaction confirmation.

6.4 Transactions above any applicable trading limit established in Schedule 1 may not be accepted by How To Pay unless otherwise agreed.

6.5 Subject to section 9, if offered by a cardholder, How To Pay will accept for processing a card payment which we are authorised to accept. Acceptance for processing and online authorisation of the transaction does not guarantee payment by the cardholder.

6.6 Merchant agrees that, in respect of all processing services, the acquirer will remit payments via How To Pay which shall be solely responsible for paying to Merchant the remittance and the authorisation and settlement of transactions within the terms of Merchant’s agreement and consistent with Merchant’s obligations under this Agreement.

6.7 Upon processing a transaction, How To Pay shall issue an electronic transaction confirmation to Merchant and the cardholder at the email addresses provided.

6.8 It is understood, acknowledged and agreed that Merchant shall not process any transaction that is not in compliance with the terms of the agreement between Merchant and How To Pay or How To Pay’s bank for purpose of the card or cards.

6.9 Merchant is also responsible for reviewing the transactions in its account on a regular basis and notifying How To Pay promptly of suspected unauthorized activity through Merchant account.

6.10 If the credit card transaction is approved by bank or bank’s agent, an order confirmation shall be sent by How To Pay to Merchant who will include all details of the sale transaction except the credit card number, CVC and expiration date. Concurrently, How To Pay may send a receipt to the purchaser for Merchant and in Merchant’s name which will contain the transactions details, billing amount, statement descriptor, Merchant contact details and customer support phone number. (Merchants and How To Pay's).

6.11 Merchant will receive from How To Pay in a password protected secure administration, transaction reports, including customer identifiers that exclude card related data in real-time. These reports may be reviewed and downloaded by Merchant. This will provide to Merchant a daily record regarding all transactions for each day and at set intervals, payment amounts.

6.12 Merchant may be authorised to enter transactions received by MOTO (mail, by telephone, by fax) or in person from cardholder only with authorisation, using the manual data entry screen provided by How To Pay. The transaction fee is the same for manual transactions.

6.13 Merchant agrees to provide a brief description of the goods or services purchased with a card, together with other disclosures.

6.14 Merchant agrees to provide How To Pay with membership login details with unlimited and unrestricted access at no cost for each and every one of Merchant’s Web sites registered with How To Pay for monitoring purposes.

7. CONFIDENTIALITY

7.1 The parties agree to sign and be bound by the provisions of a Mutual Non-Disclosure Agreement (NDA) if How To Pay deems necessary, which must be signed before the exchange of confidential and sensitive data.

7.2 Merchant agrees not to in any way discuss, slander, make discriminating posts or mention in any way on any forum, newsgroup or public blog on the internet or in any written word or media in any way without the express written permission of How To Pay. This obligation remains for a period of one (1) year after the termination of this Agreement.

7.3 Merchant agrees that all agreements, contracts, emails, phone conversations or any form of contact are held confidential and in agreement with the Non-Disclosure Agreement (if provided to Merchant). The Merchant agrees to not disclose any details in relation to this Agreement to any person or party and will be held legally responsible.

7.4 Merchant shall comply with any directions issued to it by How To Pay as a consequence of the services provided by How To Pay to Merchant under this Agreement.

7.5 Merchant shall not sell, purchase, provide or exchange purchaser information in any form obtained by Merchant as a result of a transaction covered by the terms of this Agreement to any third party other than to Merchant’s bank or to Merchant’s agent for the purpose of assisting

Merchant in its business or pursuant to a government request. All information concerning purchaser so obtained shall be maintained in a reasonably secured manner with limited access to selected personnel until discarding and must be destroyed in a manner that will render the data unreadable. All data once received by How To Pay becomes the property of How To Pay and cannot be used without the written permission of How To Pay.

7.6 Merchant must have an appropriate Privacy Policy listed on its website, which governs the handling and safeguard of user’s private information.

7.7 How To Pay is bound by its Privacy Policy found on its website on the following URL link: https://www.howtopay.com/privacy-policy

8. INDEMNIFICATION

8.1 Merchant further agrees to defend, save and hold harmless How To Pay and indemnify How To Pay for any and all claims, actions, suits, losses, damages and liabilities and costs including attorneys fees, relating to or resulting from any violation of, or failure to comply properly with, or claim or charge that there has been a violation of or failure to properly comply with European/Federal/National or State laws, rules or regulations arising out of any acts or omissions of Merchant as a result.

8.2 Merchant agrees to indemnify How To Pay and hold How To Pay harmless from and against any and all claims, demands, liability and causes of action by any person imposed by way of claim without commencement of litigation or arbitration, defence, setoff or counterclaim arising from a transaction covered by the terms of this Agreement or arising out of or in connection with this Agreement or the performance of this Agreement.

8.3 Merchant will indemnify and hold How To Pay harmless in respect of any loss or damage sustained as a result of How To Pay’s refusal to renew or enter into an agreement with Merchant and Merchant agrees that How To Pay’s refusal does not amount to a restraint of trade.

8.4 Merchant indemnifies How To Pay in respect of all loss or damage no matter how arising caused by unauthorised, illegal or improper access to How To Pay’s site or the services from any location or access points within Merchant’s control, custody or power.

9. LIMITATION OF LIABILITY

9.1 Merchant acknowledges that How To Pay is not a financial or credit reporting institution. How To Pay is responsible only for providing data transmission to effect certain payment authorizations for Merchant and is not responsible for the results of any credit inquiry, the operation of websites of ISPs or financial institutions or the availability or performance of the Internet, or for any damages or costs Merchant suffers or incurs as a result of any instructions given, actions taken or omissions made by Merchant, Merchant's financial processor(s), Merchant's financial institution or any ISP.

9.2 In no event will How To Pay’s liability arising out of this agreement exceed the fees paid to How To Pay by hereunder during the twelve (12) month period immediately preceding the event which gave rise to the claim for damages. In no event will How To Pay or it’s licensors have any liability to merchant or any other party for any lost opportunity or profits, costs of procurement of substitute goods or services, or for any indirect, incidental, consequential, punitive or special damages arising out of this agreement, under any cause of action or theory of liability (including negligence), and whether or not How To Pay has been advised of the possibility of such damage. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. Notwithstanding the above, the limitations set forth above shall be enforceable to the maximum extent allowed by applicable law.

9.3 Merchant shall be liable to Acquirer and Processor for all fees, fines, and penalties that may be assessed against Acquirer or Processor by either Visa/Mastercard network as a result of Merchant’s activities hereunder.

10. NON-PAYMENT

10.1 Notwithstanding anything else in this Agreement, How To Pay will not be liable for the non-payment to the Merchant of any Settlement or portion thereof:

     (a) which results from:

          (i) transactions that are ineligible, fraudulent, illegal or violate applicable laws;

          (ii) transactions in which the Customer claims to have been performed without their consent;

          (iii) transactions in which the Customer disputes any liability because of the Merchant’s goods and/or services were not received or were returned, rejected, defective or because the Merchant failed to perform any obligation in connection with such goods and/or services; or

     (b) where despite its reasonable endeavours, How To Pay does not receive a settlement from a third party service provider or financial institution in respect of the transactions constituting the relevant Settlement for any reason.

     (c) where merchant ceases to forward new sales, or drops below 50% of average sales without prior explanation, How To Pay reserves the right to suspend payment in order to cover potential losses associated with merchant refunds or chargebacks. This applies even if How To Pay elects not to immediately suspend the account.

     (d) where merchant fails to provide How To Pay with their most recent Order Shipment Report within 3 days before settlement.

     (e) where verification of data on shipped sales on Order Shipment Report provided by the merchant is deemed by How To Pay to be unsatisfactory without prior satisfactory explanation.

10.2 Merchant acknowledges and accepts that How To Pay offers a non-indemnified Service and that How To Pay’s liability for settlements to the Merchant shall be limited to the amounts received by How To Pay from its third party service providers or financial institutions. Account closure/termination made wholly by financials institutions will result in no outstanding merchant funds being settled to How To Pay or the Merchant.

11. WARRANTIES

11.1 How To Pay's website and services are provided on an ‘as is' basis with obligations limited to the terms of this Agreement. How To Pay gives no warranty or condition, express or implied, other than those expressly set out herein.

11.2 How To Pay does not warrant that the performance of functions contained in the services will be uninterrupted, error-free, that defects will be corrected, or that the website or How To Pay's hardware or computer systems would be free of viruses or other harmful components or programs. How To Pay does not warrant or make any representations regarding the accessibility or the use or the results of the use of the services and Merchant hereby acknowledges that he/she has relied upon own enquiries and inspection in relation to the services including the "Test Gateway" transactions and the use of the services during the trial period before entering into this Agreement and using the services of How To Pay.

11.3 How To Pay does not give a warranty of completed transactions, nor can it warrant that any cardholder, Merchant or financial institution will complete a transaction. How To Pay accepts no liability associated with such risks. Merchant agrees to accept these risks and indemnify and hold harmless How To Pay in respect of such risks.

12. REFUND POLICY

How To Pay's account setup expenditures include, but are not limited to, application assessment and underwriting, background checks, acquirer discussions, purchase of Merchant ID codes, technical work incurred and any fees in relation to the attached Rate Schedule. It is, therefore, our policy that once Merchant setup is complete on the How To Pay transaction server, no refunds shall be honoured relating to establishment charges.

13. SET-OFF

How To Pay shall be entitled to set-off any of Merchant liabilities to How To Pay (whether present, future, actual or contingent) against any amounts owing to Merchant. How To Pay does not have to give prior notice to do this. Merchant has not entitled to set-off any liabilities of How To Pay under this Agreement (whether present, future, actual or contingent) against any funds due to How To Pay under this Agreement.

14. FORCE MAJEURE

How To Pay shall have no liability for any failure or delay caused by Merchant acts or omissions or resulting from actions taken by How To Pay in good faith to avoid violating a law, rule or regulation of any governmental authority or which is caused by circumstances beyond our control whether foreseeable or not, including (without limit) breakdown or failure in transmission or communication links or any third party equipment, industrial disputes, acts of god including natural disasters or war.

15. ASSIGNMENT

15.1 This Agreement shall be binding upon the parties hereto and to their successors or assigns. This Agreement may not be assigned by Merchant without the prior written consent of How To Pay. Any attempt to assign this Agreement by Merchant without the prior written consent of How To Pay shall be null and void.

15.2 Failure by How To Pay to enforce any of its rights under this Agreement shall not constitute a waiver of any right not enforced, nor of any of How To Pay’s other rights under this Agreement.

16. VARIATIONS

Notwithstanding any other provision of this Agreement, How To Pay may amend this Agreement by providing not less than ten (10) days prior written notice of such amendment and its terms to Merchant WHEREFORE, How To Pay and Merchant agree effective the date below written.

17. TERMINATION

17.1 This Agreement shall become effective when accepted by How To Pay and shall remain in effect until terminated by How To Pay.

17.2 This Agreement can be terminated at any time by How To Pay due to, but not limited to, a breach of terms and conditions of this Agreement, high chargeback ratios, fraud, insolvency or bankruptcy, poor service, violation of card scheme rules, conduct that is unlawful or a criminal conviction of a director, if How To Pay is directed to cease services by Merchant’s acquiring bank, lack of sustained processing or when How To Pay determines that the relationship is no longer mutually beneficial. If the problem is deemed correctable How To Pay will notify Merchant in writing, offering detailed steps Merchant must take in order to meet compliance. An account closure and investigation fee of $5,000 may be applied if the merchant is terminated for conditions listed in 17.2, or if any fines are received on the merchant’s account.

17.3 Merchant may terminate this Agreement at any time on the giving of one month's notice in writing to How To Pay, and How To Pay will terminate this Agreement and will no longer offer processing services. Merchant is held responsible for the terms and conditions for a period of 1 year in relation to confidentiality and incidents that may have occurred during the period of service but for which consequences arise following termination.

17.4 Upon a termination by How To Pay of this Agreement, Merchant shall no longer submit transactions to How To Pay nor use any of the materials issued or provided under this Agreement at the request of How To Pay, Merchant shall return to How To Pay at Merchant’s expense any software or other items provided by How To Pay for purposes of this Agreement. How To Pay may hold, as security against any future Deductions, the Reserve and any outstanding funds owing to the Merchant for a period of twelve (12) months from the date of termination

17.5 Remaining unpaid balances due to How To Pay by Merchant are subject to collections and arbitration efforts imposed by How To Pay. Any fees incurred for such efforts will, in addition, be the responsibility of the Merchant and any transactions processed during the time in which balances are due, may at How To Pay's sole discretion be refunded and/or voided.

17.6 Any transactions in process at the time of termination are the responsibility of Merchant to maintain its records with respect to transactions under this Agreement shall survive any such termination.

18. SUSPENSION

18.1 Suspension of Merchants Account

How To Pay may, at its sole discretion, elect to suspend the provision of the Services to the Merchant in the event of:

     (a) a breach of this Agreement by the Merchant;

     (b) the Merchant incurring a level of Reversals that is, in How To Pay’s sole determination, unacceptable; or

     (c) How To Pay determining, at its sole discretion, that the suspension of the Services to the Merchant is in the best interests of maintaining the efficiency and capability of the Services.

18.2 Period of suspension

Pursuant to this Agreement, How To Pay may suspend the provision of the Services to the Merchant for a period of up to three (3) months. Notwithstanding any other term of this Agreement, during the period of suspension, How To Pay shall not be liable to make Settlements to the Merchant.

18.3 Reactivation

How To Pay may, at its sole discretion, elect to reactive the provision of the Services to the Merchant. How To Pay may impose further reasonable conditions upon the Merchant before such reactivation takes place.

18.4 No waiver

No election by How To Pay to suspend the provision of the Services to the Merchant shall constitute a waiver of any right to immediately terminate this Agreement.

18.5. Bank Investigation

An account investigation fee of $1,000 may be applied if the bank alerts How To Pay to Suspicious activity occurring on the account requiring attention.

19. JURISDICTION

This Agreement is governed by and construed in accordance with the laws of Australia and the parties hereby submit to the non-exclusive jurisdiction of the courts of NSW Australia.

20. DISPUTE RESOLUTION

20.1 Subject to sub-clause 17.2, the parties agree not to commence any legal proceedings in respect of any dispute arising under this Agreement, which cannot be resolved by discussion, until the procedure provided by clause 17.2 has been utilised.

20.2 The Parties agree that any dispute arising during the course of this Agreement is dealt with as follows:

     (a) the Party claiming that there is a dispute will send the other a written notice setting out the nature of the dispute;

     (b) the Parties will try to resolve the dispute through direct negotiation by persons who have been given authority to resolve the dispute;

     (c) if the Parties are unable to resolve the dispute within 10 Business Days from the receipt of the notice referred to in subparagraph (b) the dispute is to be submitted to a higher level of management within each Party's organisation;

     (d) if the Parties are unable to resolve the dispute within 10 Business Days from a referral of the dispute under subparagraph (b) the dispute is to be submitted to mediation or some other alternative dispute resolution procedure agreed by the Parties; and if:

          (i) there is no resolution of the dispute;

          (ii) there is no agreement on submission of the dispute to mediation or some alternative dispute resolution procedure; or

          (iii) there is a submission to mediation or some other form of alternative dispute resolution procedure, but there is no resolution within fifteen (15) Business Days of the submission or such extended time as the Parties agree in writing before the expiration of the fifteen (15) Business Days, then either Party may commence legal proceedings.

     (e) This clause 17 does not apply if either Party commences legal proceedings for urgent interlocutory relief.

     (f) Despite the existence of a dispute, How To Pay and Merchant will (unless agreeing in writing not to do so) continue to perform their obligations under this Agreement.

21. NOTICES

21.1 Any notices required or permitted by this Agreement shall be sent to the addresses on the signature page by courier or registered or certified mail with return receipt requested. Notices shall be deemed given upon personal delivery to the addressee, or three days after the date of mailing if sent by registered or certified mail.

21.2 Either party may change its address for purposes of this Agreement by notifying the other party in accordance with the terms of this paragraph.

22. AUTHORITY

The signature below of Merchant or Merchant's authorized representative acknowledges that Merchant has read, understood, and accepted this Agreement, that this internet Merchant service Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that Merchant assumes all obligations under this Agreement.

23. RELATIONSHIP OF THE PARTIES

Both parties acknowledge that they are independent contractors in the performance of this Agreement and that this Agreement is not intended to and does not create an agency, partnership, trustee/beneficiary or joint venture relationship between the parties. Both parties acknowledge that they are solely responsible for their own operations and business expenses and that there will be no sharing of profits and losses amongst the parties under this Agreement.

24. PERSONAL GUARANTEE

The Merchant agrees that as principal and ultimate beneficial owner, he/she shall provide a personal guarantee.

25. CROSS CORPORATE GUARANTEE

The Merchant agrees to disclose all joint and related companies, including parent and holding shareholder companies, and provide a cross-corporate guarantee which may be requested by How To Pay throughout the term of this agreement.

26. CURRENCY CONVERSION

**Currency Conversion: As the bank is located within Australia, their processing currency is AUD. This means that transactions may be authorised in a non-native currency, but converted by the processing bank at the point of sale to be processed in AUD. This may result in a very minor variation on the value of the transaction as it is charged to the customer.

27. KEY OPERATIONAL POINTS:

The following key operational points must be considered in day-to-day trading:

     1. All CHARGEBACK / Refund ratios must be maintained below 1% at all times

     2. Merchant MUST operate a proactive, English speaking customer support department

     3. Merchant MUST send email receipts to all customers for all purchases

     4. Merchant MUST provide proof of shipment via export/spreadsheet each week prior to the release of settlement. This must be updated in your login to www.howtopay.com

     5. Merchant MUST proactively deal with any refund/dispute requests within 24 hours. Should the matter not be resolved within 3 working days, its the policy of How To Pay that the client should be fully refunded by the Merchant.

     6. Merchant MUST reply to How To Pay on any communication notices within 24 hours to support@howtopay.com

     7. Merchant MUST actively use account provided or otherwise notify How To Pay of cessation or intention to reduce volumes

8. Merchant MUST collect full client details on every purchase, including valid email, address and phone number following full KYC Guidelines. See: https://support.howtopay.com/news/kyc

9. Merchant must NOT sell any banned or restricted substances or provide free samples of any products with orders.

10. Merchant must NOT ship any substances that are illegal or controlled in clients jurisdiction

11. Merchant MUST process minimum volumes of payment processing as agreed or their processing may be restricted and or other merchant processing rates apply.

12. Merchant MUST accept that any fine from processing as notified by the Card Schemes will be deducted from processing

13. Merchant MUST provide bank settlement details prior to receiving settlement funds.

14. Merchants may have the payout of funds placed on 10-day hold should we receive more than two chargebacks and or complaints from Merchants clients.

15. All transactions greater then $500 requires the Client to have first provided the merchant full KYC/ Government issued ID PRIOR to the Merchant sending the Payment Request.

16. Merchants are forbidden to log into customer bank accounts to initiate payment. Customers experiencing difficulties processing payment through their banking facilities should be directed to contact their bank for assistance.

17. All customer payments must be initiated by the end customer including logging and authorisation of payment from their bank account/credit card.

18. Merchants are forbidden to log into customer computer utilising remote desktop sessions to assist facilitate payment. Customers must be allowed to process payment at their own discretion/free will.

28. CUSTOMER/BILLING SUPPORT

All Merchants customers will receive an automatic email receipt for their transaction from How To Pay. This will provide them with your customer support phone number + Email for any first line enquiries and product questions, whilst also providing our billing support contacts for customers who cannot the Merchant but need immediate action or resolution regarding payments.

29. PCI DSS

The merchant is responsible for adhering to the appropriate level of PCI DSS compliance. Prior to processing the merchant will be required to provide either a fully completed PCI DSS Self Assessment Questionnaire and/or supply a certificate of compliance/attestation of compliance from a Qualified Security Assessor where level 1 or level 2 compliance applies. If the merchant is using a registered service provider for payment capture and card data storage proof of PCI DSS compliance may also be required

B-PAY MERCHANT TERMS AND CONDITIONS:

How To Pay Pty Ltd is an authorised agent for the Commonwealth Bank of Australia. How To Pay is an approved BPAY Master Biller assisting Merchants to connect to the Commonwealth Bank of Australia for Payments and reporting. It is important to note that the service is provided from the Commonwealth Bank of Australia and that How To Pay Pty Ltd is acting as a BPAY Master Biller to provide the service to merchants.

1. DEFINITIONS

The following words have these meanings in this agreement unless the contrary intention appears.

Account means the account named as such in the Details.

Adjustment means a transaction processed through BPAY Payments to reverse a previous payment.

Banking Business Day means any day on which banks in Melbourne or Sydney are able to effect settlement through the Reserve Bank of Australia.

BPAY means BPAY Pty Limited ABN 69 079 137 518.

BPAY Payments means the electronic payments service promoted by BPAY and any other enhancement of or addition introduced by BPAY from time to time.

BPAY Scheme means

     (a) BPAY Payments;

     (b) BPAY View; and

     (c) any other enhancement of or addition to (a) or (b) above from time to time introduced by BPAY.

BPAY View means the service promoted by BPAY, which allows Payers to view Bills electronically.

Customer means the entity named as Customer in the Details.

Details mean the section of this agreement headed "Details"

Institution means the financial institution named as Institution in the Details.

Marks means the trade and service mark owned by BPAY from time to time and set out in the Standards Manual.

Master Biller means the person named as Master Biller in the Details.

Payer means a person who uses BPAY Payments to make a Payment.

Payer Customer means a Payer who makes a Payment to the Customer.

Payer Direction means a direction from a Payer to their Payer Institution to effect a Payment through BPAY Scheme with whom a Payer has an account facility from which payments can be made and who receives a Payer Direction from that Payer.

Payment means a payment made, or to be made, by or on behalf of a Payer through BPAY Payments.

Payment Cut-off Time means, with respect to a Payer and its Payer Institution, the time on a Banking Business Day set from time to time by that Payer Institution as the time by which that Payer Institution must receive a Payer Direction for it to be processed by it on that day.

Payment Methods means the methods specified in the Details accepted by the Institution, which may be used by a Payer Customer to make a Payment through BPAY Payments.

Settlement Date means the date is in the case of a Payer Direction given by a Payer to its Payer Institution:

     (a) before its applicable Payment Cut-Off Time on a Banking Business Day, that day; or

     (b) after its applicable Payment Cut-Off Time on a Banking Business Day, or on a non-banking Business Day, the next Banking Business Day.

Standards Manual means the BPAY Identity Standards Manual issued by BPAY prescribing the way in which the Marks may be represented and provided to the Customer with this agreement (as may be amended from time to time)

2. PURPOSE

This agreement sets out the terms and conditions under which Master Biller agrees to act on behalf of the Merchant to facilitate the receipt of BPAY Payment by the Customer.

3. AUTHORISATION

3.1 The Customer agrees to receive payments through BPAY Payments made using the Payment Methods.

3.2 The Customer authorises the Institution and directs Master Biller to authorise the institution:

     (a) to accept Payments for the Customer made using the Payment Methods, and

     (b) to credit and debit to the Account all amounts contemplated under this agreement.

3.3 Without limiting clause 3.2 in any way, the Customer authorises the Institution to make debits and credits to the Account as and when necessary to effect Payments and Adjustments made using the Payment Methods, and whether that Payment or the original transaction to which that Adjustment relates occurred before, on or after the date of this agreement.

3.4 The Customer agrees to do all acts, including without limitation executing any documents and other instruments, and give any consents, necessary to give effect to the authorisations in clauses 3.2 and 3.3

3.5 The Customer may not give the Institution any instruction or direction, whether concerning the operation of an Account or otherwise, which is inconsistent with any authorisation or other provision of this agreement, and the Institution is entitled to disregard any such inconsistent instruction or direction.

3.6 The Customer acknowledges for the benefit of the Master Biller and the Payer Customers of the Customer that a Payment or Adjustment made to the Institution in its capacity as representative of Master Biller will be treated as having been received by the Customer on the Settlement Date for that payment, whether or not it is in fact received by the Customer on that day.

3.7 The Master Biller will pass on to the Customer any information about Payments or Adjustments relating to the Customer which is received by the Master Biller from the Institution within 24 hours of receipt of that information by the Master Biller.

3.8 This agreement does not confer any rights or obligations on any party with respect to BPAY View. If a Sub-biller wants to participate in BPAY View, it may only do so with the prior written agreement of the Master Biller on such conditions as the Master Biller and the Sub-biller may agree.

4. OBLIGATIONS OF THE MASTER BILLER

The Master Biller must:

     (a) comply with its obligations under BPAY Payments as a Master Biller;

     (b) perform its obligations under BPAY Payments in relation to the Customer and this agreement with reasonable skill and care, and

     (c) use reasonable efforts to ensure that the Institution complies with its obligations in respect of Payments to the Customer.

5. OBLIGATIONS OF THE CUSTOMER/MERCHANT

5.1 The Customer must:

     (a) correctly and promptly credit or debit as the case may be the amounts of each Payment received by the Customer to the Customer’s accounting record applicable to the Payer Customer, as identified in the information provided to the Customer by the master Biller;

     (b) Promptly notify the Master Biller if it is unable to apply Payments to its Payer Customers for any reason;

     (c) establish and maintain a fair policy for correction of errors and exchange and return of goods and services if a dispute arises in respect of Payment;

     (d) receive Payments for its own benefit and to its own accounts, not on behalf of third parties; and

     (e) report to the Master Biller any fraud or suspected fraud involving the Customer or any of its Payer Customers.

5.2 The Customer consents and agrees to ensure that its Payer Customers consent, to each information exchange necessary to allow:

     (a) the Institution and other participants in the BPAY Scheme to accept and process Payments from the Payer Customers of the Customer;

     (b) the information exchanges contemplated by this agreement to occur; and

     (c) the Master Biller to comply with its obligations and exercise its rights under this agreement.

5.3 The Customer agrees to be bound by the adjustment rules set out in the document called “Sub-biller Operations Manual Part 1” as attached to this agreement and as varied or amended from time to time.

The Customer acknowledges:

     (a) receipt of the Sub-biller Operations Manual; and that the Sub-biller Operations Manual forms part of this agreement.

5.4 Customer Payment Processing.

Merchants are forbidden to:

     (a) Coerce or harass a customer into payment of a transaction. All payments must be made by the customer’s free will

     (b) Directly access a customer bank account to process payment

     (c) Remotely access customer computers/devices to assist with payment of banking transactions.

Any such breach of these conditions will result in suspension of accounts and transmission of funds.

6. CUSTOMER ACKNOWLEDGEMENT

6.1 The Customer acknowledges that a delay of any duration might occur and no rights arise as a result of a delay in the processing of Payment Instruction where:

     (a) there is a public or bank holiday on the day or on the day after a Payer gives a Payer Direction;

     (b) a Payer Direction is received either on a day which is not a Banking Business Day or after the Payment Cut-off Time on a Banking Business Day. These Payer Directions will ordinarily be processed by the Payer Institution on the next Banking Business Day;

     (c) another financial institution participating in BPAY Payments does not comply with its obligations under the BPAY Scheme; or

     (d) the Customer fails to comply or is suspected on reasonable grounds of failing to comply with its obligations under this agreement, or is suspected on reasonable grounds of being involved in fraud, and payments to the Customer are suspended pending resolution of the issue.

6.2 The Customer acknowledges and accepts that its ability to receive Payments through BPAY Payments may be suspended or terminated, without prior notice to the Customer, if the participation of the Master Biller or the Institution in BPAY Payments is suspended or terminated.

6.3 If for any reason beyond the Institution’s or Master Biller’s control a Payer Customer effects a payment to the customer by which that Payer Customer’s Payer Institution receives value, but an equivalent value is not received by the Institution, the Institution is not liable to the Customer for that value not being credited to its Account, or if already how they may use BPAY Payments (including giving them the MB Biller Code);

     (b) use only literature or promotional materials provided or approved by the Master Biller for the above purposes and in accordance with the Standards Manual; and

     (c) print the BPAY logo and the MB Biller Code on its customer invoices, until such time as this agreement is terminated

7. PROMOTIONS AND ADVERTISING

7.1 The Master Biller is entitled to sub-license use of the Marks and grants the Customer a sub-licence to use the Marks including the BPAY logo and name in the manner specified in this agreement and the Standards Manual for the purposes of advertising its participation in and promotion of BPAY Payments to Payers and for no other purpose. The sub- licence granted pursuant to this clause terminates immediately on termination or expiry of the Master Biller’s right to sub- license use of the Marks or on termination or expiry of this agreement.

7.2 The Customer acknowledges that BPAY owns the Marks and agrees:

     (a) not to contest or in any way impair any rights of BPAY to the Marks; and

     (b) at any time at the request of the Master Biller or Institution to include a statement on any packaging, promotional or advertising materials used in connection with BPAY Payments, including any in electronic form, that the Marks are being used by the Customer under the control of and with the authorisation of BPAY and acknowledging ownership of BPAY of the Marks.

7.3 Any use of the Marks by the Customer which is not in compliance with the requirements of this agreement or the Standards Manual and which is not promptly discontinued following written notice from the Master Biller to discontinue such use will be regarded as adequate ground for termination of this agreement.

7.4 The Customer is not entitled to license or assign the right to use any of the Marks whether by sale, consolidation, merger, amalgamation, operation of law or otherwise.

7.5 The Customer must use the appropriate denotation or legend of trademark registration or ownership in connection with the Marks, as required or consented to by the Master Biller.

7.6 If the Customer desires to use a denotation or legend of trade mark registration or ownership in connection with any mark (other than the Marks), but used in association with or on the same printed matter as the Marks, it may do so provided that:

     (a) such use will not adversely affect the rights of BPAY in the Marks;

     (b) the specification for such use is notified in writing to the Master Biller, and the Master Biller gives its written approval to that specification prior to such use.

7.7 The Customer must not use the Marks in such a way as to create an impression that the goods or services offered by the Customer are sponsored, produced, offered or sold by the owner of the Marks. The Customer must not adopt “BPAY” or any other Mark as any part of the name of its business or apply it to any goods or services offered for sale.

7.8 The Customer must immediately on becoming aware of any infringement or potential infringement of the Marks notify the Master Biller.

7.9 If any claim is asserted or legal proceedings commenced against the Customer for alleged infringement of any rights held by a third party by reason of the use of the Marks, then the Customer must when it becomes aware of that claim or legal proceedings:

     (a) provide prompt written notice of such claim or proceedings to the Master Biller; and

     (b) keep the Master Biller informed of all developments in respect of the claim or proceedings. Sub-biller Agreement

7.10 The Customer undertakes to:

     (a) inform its Payer Customers, in a manner which is not misleading, how they may use BPAY Payments (including giving them the MB Biller Code);

     (b) use only literature or promotional materials provided or approved by the Master Biller for the above purposes and in accordance with the Standards Manual; and

     (c) print the BPAY logo and the MB Biller Code on its customer invoices, until such time as this agreement is terminated.

7.11 The Customer agrees to give the Master Biller access to the literature and materials referred to in clause 7.10 upon receiving reasonable notice from the Institution of its desire to have such access from time to time.

7.12 The Customer consents to the use of its name and main trading logo in lists and in promotional material by BPAY, the Master Biller, Payer Institutions and the Institution.

8. CUSTOMER REPRESENTATIONS AND WARRANTIES

8.1 The Customer represents and warrants to the Master Biller and the Institution that:

     (a) it has all necessary power and authority to enter into this agreement and to perform its obligations under it;

     (b) it will comply with all laws or industry codes applicable to the Customer in its exercise of its rights and performance of its obligations under this agreement; and

     (c) all information provided at any time by the Customer to the Master Biller as contemplated by this agreement is true and accurate at the time it is provided. The customer agrees to provide updated or corrected information to the Master Biller if any of the information provided by the Customer to the Master Biller at any time as contemplated by this agreement is no longer true and accurate.

9. TERMINATION

This agreement terminates automatically if the Master Biller Agreement between the Master Biller and Institution is terminated and as at that date the Master Biller has not entered into a Master Biller Agreement with another financial institution.


KNOW YOUR CUSTOMER (KYC) / ANTI-MONEY LAUNDERING GUIDE

As How To Pay Pty Ltd. continues to improve and develop its services it is necessary for us to meet the new global standards for Financial and Payments businesses. Just like the Banks, it's a legal requirement that we identify each and every customer. Should we fail to do this it would bring unnecessary risks to our entire business including fines.

In short, How To Pay Pty Ltd is now required to identify every Merchant and Client and have a copy of a government issued ID as proof. Any customer unwilling to supply such information may have their account closed or payment rejected.

It is the responsibility of the Merchants to make sure clients are aware of KYC requirements and that they fully comply. If a client is not willing to comply then do not use our services to facilitate a Payment Request and or any other transaction with the client.

Q.What is KYC?

KYC = Know Your Customer. This enables banks and financial related companies to know their customers and their financial dealings to enable us to serve them better and manage any risks. We need a copy of your Drivers Licence, Passport or other Government issued Identification.

Q.Why KYC?

To establish the identity of the client and ensure that we meet our legal requirements. This means identifying every customer and verifying their identity by using reliable documents, data or information. For individuals, we need official identification documents to verify the identity of the customer and proof of address. This will be required for all persons listed on the account and or for the payment.

For non-individuals, How To Pay Pty Ltd must obtain additional identification data to:

          - verify the legal status of the legal person/ entity (Company Documents)

          - verify the identity of the authorized signatories and (Government issued ID)

          - verify the identity of the Beneficial owners/ controllers of the account (Who owns the company/shares).

To ensure that sufficient information is obtained on the nature of employment/business that the customer does/expects to undertake and the purpose of the account

Q. Are KYC requirements new?

No, KYC requirements have always been in place Banks and financial service providers have been taking KYC (Identification documents) documents in accordance with the guidelines issued by governments. This requirement has now been extended to Corporations like How To Pay Pty Ltd that handle Payments and Financial services.

Q. Is KYC mandatory?

Yes. It is a regulatory and legal requirement. Regulatory: In terms of the guidelines issued by the industry and Financial regulators in each country. All banks and financial providers are required to have in place a comprehensive policy framework covering KYC Standards and AML (Anti Money Laundering) measures.

Q. When does KYC apply?

It is current regulation and as such our staff will contact all clients to assist in updating your records in our system to ensure compliance.

Q. Who is my contact point at How To Pay Pty Ltd for KYC purposes?

Your contact point in the will is the Relationship Manager or the person who opens your account and who is in touch with you for your transactions. Any other staff in Customer Service listed in the contact page of our website can also assist. Visit www.howtopay.com or Email support@howtopay.com

Q. What will happen if I do not provide the required KYC information/documents to How To Pay Pty Ltd?

We will be unable to open the account and any credits would be forfeited. Should you provide the required information the account may be reopened and credits restored at the sole discretion of How To Pay Pty Ltd.

Q. How can I supply the information?

Simply email support@howtopay.com with your account information.

Include a copy of Government Issued Photo ID i.e. Passport / Driving Licence as well as proof of address. Two separate documents are required for each part of the process, this means that if you use your Driving Licence as your Photo ID.

Q. Is my information safe?

Yes, we don't keep your information in a paper format and it's not made available to third parties. We will only release information to comply with a legal request formally in writing from a Government agency or Police. We will not make this information available to any other person unless legally required to do so.

If you have any other questions please contact our Call Centre or Staff online for further assistance.