POS Terms and Conditions

LINKLY

Integration Partner Agreement

Between LINKLY Pty Ltd ACN 099 609 284 and the Integration Partner

Effective from acceptance

Agreement

This Integration Partner Agreement (the Agreement) is entered into between LINKLY Pty Ltd ACN 099 609 284 (Linkly) and the entity registering to access the Linkly Services (the Integration Partner, you or your).

BY SUBMITTING THE LINKLY POS VENDOR REGISTRATION FORM, OR BY ACCESSING OR USING THE LINKLY SERVICES, THE INTEGRATION PARTNER AGREES TO BE BOUND BY THIS AGREEMENT.

If you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have full authority to bind that organisation to this Agreement, and references in this Agreement to you or the Integration Partner mean that organisation.

If you do not agree to the terms of this Agreement, do not access or use the Linkly Services.

1. Definitions and interpretation

1.1 Definitions

In this Agreement, unless the context requires otherwise:

Accreditation means the process by which Linkly verifies that the Integration Partner’s implementation of the Linkly Services meets Linkly’s required technical, functional and security standards to operate in a Production Environment.

Accreditation Requirements means the technical standards, test cases, implementation acknowledgements and related documentation provided by Linkly to the Integration Partner at the point of qualification, as updated by Linkly from time to time.

Affiliate means in relation to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, that party.

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Business Day means any day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.

Business Hours means 9:00 am to 5:00 pm on a Business Day, Sydney time.

Confidential Information has the meaning given in clause 12.1.

Control means the power, whether held directly or indirectly, to direct the management or policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

Integration Partner means any business or person that integrates Linkly’s software or APIs for the purpose of enabling payment terminal connectivity within their product or platform, including (without limitation) point-of-sale software vendors, hospitality, retail and practice management platforms, ERP providers, MPOS or all-in-one solution developers, and third-party system integrators or developers building on behalf of a merchant.

Intellectual Property Rights means all present and future intellectual property rights of any kind, whether registered or unregistered, anywhere in the world, including copyright, patents, designs, trade marks (including service marks), confidential information, know-how, trade secrets, and all rights in respect of databases, source code and software.

Linkly Services means any and all APIs, SDKs, Middleware, software tools, sandbox and test environments, accreditation services, documentation, support and other related services made available by Linkly to the Integration Partner from time to time, comprising whichever integration interface(s) Linkly grants the Integration Partner access to.

Merchant means an end customer of the Integration Partner that uses the Integration Partner’s integrated software to accept payments through the Linkly Services.

Middleware means the software components developed and maintained by Linkly that facilitate the connection of the Integration Partner’s software with payment terminals, acquirers and value-added services.

Personnel means in relation to a party, that party’s employees, officers, agents, contractors and (in the case of the Integration Partner) authorised Subcontractors.

Production Environment means a live, merchant-facing environment in which the Integration Partner’s software processes real payment transactions using the Linkly Services.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means Linkly’s privacy policy, as updated from time to time and available at https://www.linkly.com.au/privacy-policy.

Subcontractor means a third party (other than an employee) engaged by the Integration Partner to perform any obligation of the Integration Partner under this Agreement.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a)headings are for convenience only and do not affect interpretation;

(b)words importing the singular include the plural and vice versa;

(c)a reference to a clause is a reference to a clause of this Agreement;

(d)a reference to a statute, regulation or other instrument includes that instrument as amended or replaced from time to time, and any subordinate instrument made under it;

(e)the words “including”, “includes” and “in particular” are not words of limitation; and

(f)no rule of construction operates to the disadvantage of a party because that party (or its advisers) prepared this Agreement.

2. Scope and access

2.1Linkly grants the Integration Partner a non-exclusive, revocable, non-transferable and non-sublicensable right to access and use the Linkly Services solely for the purposes of:

(a)integrating the Integration Partner’s software product with Linkly’s Middleware;

(b)completing Accreditation in accordance with clause 3; and

(c)processing transactions in a Production Environment, subject to clause 4.

2.2The right granted in clause 2.1 confers no ownership or other interest in the Linkly Services. No other rights are granted, whether by implication, estoppel or otherwise.

2.3The Integration Partner’s access to the Linkly Services progresses through three stages:

(a)Registration — the Integration Partner registers with Linkly and enters into this Agreement;

(b)Accreditation — the Integration Partner completes Linkly’s Accreditation process before being granted access to a Production Environment; and

(c)Production — the Integration Partner operates within a Production Environment, subject to ongoing compliance with this Agreement and the Accreditation Requirements.

3. Accreditation

3.1The Integration Partner must successfully complete Linkly’s Accreditation process before being granted access to a Production Environment.

3.2Linkly will provide the Accreditation Requirements to the Integration Partner at the point of qualification. The Accreditation Requirements (including any technical, security or testing standards, and any acknowledgements set out in them) are incorporated by reference into, and form part of, this Agreement. The Integration Partner must comply with the Accreditation Requirements in full, including by passing all applicable test cases and providing any acknowledgements required by them.

3.3Accreditation does not relieve the Integration Partner of its own internal quality assurance, testing and risk management obligations, and the Integration Partner remains responsible for the correct operation of its software in a Production Environment.

3.4The Integration Partner must retain all Accreditation evidence, including test logs and supporting artefacts, and must provide that evidence to Linkly on request.

3.5The Integration Partner must not implement any material change to its integration following Accreditation without first notifying Linkly and, where required by Linkly, completing re-Accreditation. Any material change made without re-Accreditation renders the existing Accreditation void.

3.6Linkly may update the Accreditation Requirements from time to time. Where an update materially affects an existing integration, Linkly will provide the Integration Partner with reasonable prior notice and may require re-Accreditation within a reasonable period.

3.7Where Linkly identifies any defects in the Linkly Services, the Integration Partner agrees to cooperate with Linkly to implement the rectification and/or remediation steps recommended by Linkly. If the Integration Partner fails to comply with Linkly’s reasonable directions, Linkly may revoke the Integration Partner’s accreditation status.

4. Production access

4.1Access to a Production Environment is conditional on the Integration Partner:

(a)having successfully completed Accreditation; and

(b)remaining in ongoing compliance with this Agreement and the Accreditation Requirements.

4.2The Integration Partner must operate only within the scope of the functions for which it has been accredited. Functionality not covered by the Integration Partner’s current Accreditation must not be used or enabled in a Production Environment.

4.3Linkly may deny, suspend or revoke Production Environment access at any time, with or without prior notice, where:

(a)Accreditation has not been completed, or has been failed, voided or revoked;

(b)a material change has been made to the integration without re-Accreditation;

(c)the Integration Partner is in breach of this Agreement; or

(d)Linkly reasonably considers that continued access poses a risk to system integrity, security or compliance.

5. Technical compliance and updates

5.1The Integration Partner must comply with the Accreditation Requirements, including any technical, security and testing standards contained in them, as provided by Linkly at the point of qualification and as updated from time to time.

5.2Linkly may from time to time require the Integration Partner to update its implementation of the Linkly Services, including API calls, integration methods or locally installed software components, in order to maintain compatibility, security or compliance. Linkly will use reasonable efforts to minimise the frequency of such requirements and to provide reasonable notice of any required update.

5.3Where the Integration Partner fails to implement a required update within a reasonable period, Linkly may suspend access to the affected Linkly Services until the update has been applied. Linkly will not be liable for any inability to process transactions during any such suspension.

6. Prohibited activities

6.1Unless expressly permitted in writing by Linkly, the Integration Partner must not, and must ensure that its Personnel do not:

(a)reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of any part of the Linkly Services, except to the extent that such restriction is prohibited by applicable law;

(b)redistribute, resell, repackage or sublicense the Middleware, APIs or any other Linkly Service as the Integration Partner’s own product or service;

(c)use the Linkly Services for any unlawful or unauthorised purpose, or in a manner that would cause Linkly to breach any law or contractual obligation;

(d)charge any merchant or third party for access to, use of, or support relating to, the Linkly Services; or

(e)perform any function or operation that the Integration Partner is not accredited to perform.

7. Permitted use of Linkly name and accreditation status

7.1Subject to clause 7.2 and any brand guidelines notified to the Integration Partner by Linkly from time to time, Linkly grants the Integration Partner a non-exclusive, royalty-free, revocable, non-transferable licence to use the name “Linkly”, the descriptor “integrates with Linkly” and the Integration Partner’s current accreditation status, in factual marketing, sales and product material describing the Integration Partner’s integration with the Linkly Services.

7.2The licence in clause 7.1 does not authorise the Integration Partner to:

(a)use any Linkly logo, device or stylised mark without Linkly’s prior written approval;

(b)represent that the Integration Partner is endorsed, sponsored or certified by Linkly otherwise than to the extent of the Integration Partner’s current Accreditation; or

(c)use Linkly’s name or marks in a manner that is misleading or deceptive, or otherwise contrary to law.

7.3Linkly may, on reasonable notice, require the Integration Partner to modify or cease any use under clause 7.1 that does not comply with this clause 7.

8. Business information and change notification

8.1The Integration Partner must promptly notify Linkly in writing of any change to:

(a)its business name or trading name;

(b)its product name or product offering integrated with the Linkly Services;

(c)its key contact details, including any change of authorised representative for this Agreement;

(d)the ownership or Control of the Integration Partner, including any merger, acquisition, sale of business or change in controlling interest; or

(e)any other information provided to Linkly at the time of Registration.

8.2Where a change in ownership, Control or business affects the integration, payment flows, security posture or risk profile of the Integration Partner, Linkly may require the Integration Partner to complete re-Accreditation, or to provide additional information, before continuing to access the Production Environment.

9. Subcontracting

9.1The Integration Partner may engage Subcontractors to perform any of its obligations under this Agreement without Linkly’s prior consent, provided that the Integration Partner:

(a)remains fully liable for the acts and omissions of each Subcontractor as if they were the acts or omissions of the Integration Partner;

(b)imposes on each Subcontractor written obligations of confidentiality, security, data handling and intellectual property protection that are no less protective than those set out in this Agreement; and

(c)ensures that no Subcontractor is granted any rights to the Linkly Services beyond those reasonably necessary to perform the Integration Partner’s obligations under this Agreement.

9.2On reasonable request by Linkly, the Integration Partner must provide the identity of any Subcontractor performing material obligations under this Agreement.

10. Insurance

10.1The Integration Partner must, at its own cost, take out and maintain insurance policies that are reasonable and customary for a business of its size, nature and risk profile operating in the integration partner ecosystem, including (where applicable) public liability, professional indemnity and cyber liability cover.

10.2On reasonable request by Linkly, the Integration Partner must provide a certificate of currency or other evidence of compliance with clause 10.1.

11. Intellectual property

11.1All Intellectual Property Rights in the Linkly Services, including all software, documentation, APIs, SDKs, tools, Accreditation Requirements and related materials, remain the sole and exclusive property of Linkly or its Affiliates and licensors.

11.2Nothing in this Agreement transfers any Intellectual Property Rights or ownership to the Integration Partner. The Integration Partner acknowledges that it acquires no title to or interest in the Linkly Services beyond the limited right of use expressly granted in clause 2.

11.3The Integration Partner must not take any action inconsistent with Linkly’s ownership of the Intellectual Property Rights in the Linkly Services, including any attempt to register, claim or challenge those rights.

11.4If the Integration Partner provides Linkly with any feedback, suggestions or recommendations regarding the Linkly Services, Linkly may use, modify and exploit that feedback for any purpose without restriction or obligation to the Integration Partner.

12. Confidentiality

12.1In this Agreement, Confidential Information means all non-public information disclosed by one party (the Discloser) to the other (the Recipient) in connection with this Agreement, including (in respect of Linkly) the Accreditation Requirements and test cases, test credentials and sandbox access details, technical specifications, API materials, documentation, and any other information that by its nature or the circumstances of its disclosure would reasonably be understood to be confidential.

12.2The Recipient must:

(a)keep the Discloser’s Confidential Information confidential and protect it with at least the same degree of care it uses for its own confidential information of like importance, and in any event no less than a reasonable standard of care;

(b)use the Discloser’s Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement; and

(c)limit access to the Discloser’s Confidential Information to its Personnel who have a need to know it for those purposes and who are bound by written obligations of confidentiality consistent with this clause 12.

12.3Clause 12.2 does not apply to information that:

(a)is or becomes publicly available other than through breach of this Agreement;

(b)was known to the Recipient before disclosure, free of any duty of confidence;

(c)is independently developed by the Recipient without reference to the Discloser’s Confidential Information; or

(d)is required to be disclosed by law, court order or a regulator with appropriate authority, in which case the Recipient must, where lawfully permitted, give the Discloser reasonable prior notice and cooperate with the Discloser to limit the scope of the disclosure.

12.4The obligations in this clause 12 survive termination of this Agreement.

13. Publicity and marketing

13.1The Integration Partner agrees that Linkly may:

(a)publish the Integration Partner’s business name, logo, product name and current accreditation status on Linkly’s website and in promotional materials; and

(b)share the Integration Partner’s business and contact details with third parties (including acquirers and other Linkly partners) where reasonably necessary to support joint operations, onboarding, support or compliance activities.

13.2The Integration Partner may opt out of either use described in clause 13.1 by providing written notice to Linkly. An opt-out under this clause will be actioned within a reasonable period and is prospective only.

14. Compliance with laws

14.1Each party must comply with all laws applicable to its performance of this Agreement, including:

(a)anti-bribery and anti-corruption laws, including the Criminal Code Act 1995 (Cth) and any equivalent foreign laws, and must not offer, give, promise, request or accept any improper financial or other advantage in connection with this Agreement;

(b)applicable economic sanctions, trade controls and export laws administered by the Australian Government or any other competent authority, and must not use or permit the use of the Linkly Services in breach of those laws; and

(c)the Modern Slavery Act 2018 (Cth) (or any equivalent foreign legislation), and must take reasonable steps to ensure that there is no modern slavery or human trafficking in its operations or supply chain in connection with this Agreement.

14.2Each party warrants that, to the best of its knowledge as at the date of this Agreement, none of its officers, directors or controllers is the subject of any sanctions, export controls, or anti-bribery or anti-corruption proceedings.

15. Australian Consumer Law

15.1Nothing in this Agreement excludes, restricts or modifies any right, guarantee, condition, warranty or remedy that is conferred on the Integration Partner by the Australian Consumer Law or any other law, where to do so would be unlawful (a “Non-Excludable Right”).

15.2To the maximum extent permitted by law, where Linkly is liable for breach of a Non-Excludable Right (other than a guarantee implied by section 51, 52 or 53 of the Australian Consumer Law), Linkly’s liability for that breach is limited, at Linkly’s option, to the supplying of the Linkly Services again or the payment of the cost of having the Linkly Services supplied again.

15.3The exclusions and limitations of liability in clauses 16 and 17 are subject to clause 15.1.

16. Disclaimer of warranties

16.1Subject to clause 15, and to the fullest extent permitted by law, Linkly provides the Linkly Services on an “as is” basis and makes no representations or warranties, express, implied or statutory, in respect of them.

16.2Without limiting clause 16.1, Linkly does not warrant that the Linkly Services will:

(a)meet the Integration Partner’s requirements or expectations;

(b)be uninterrupted, error-free, secure or available at any particular time; or

(c)be fit for any particular purpose.

16.3The Integration Partner acknowledges that it has made, and will continue to make, its own assessment of the suitability and fitness of the Linkly Services for its purposes.

16.4The Linkly Services are provided on an “as available” basis. Without limiting clause 16.1, Linkly does not commit to, and gives no warranty, undertaking or representation in respect of, any service level, availability target, uptime, response time, resolution time, support channel, hours of support coverage, communication during incidents, notice of maintenance, or any other measure of the availability or performance of the Linkly Services. Any operational information that Linkly publishes or provides in respect of the Linkly Services (including any indicative response or resolution timeframes contained in the Accreditation Requirements or any Linkly support documentation) is provided for information only, is non-binding, and does not create any obligation on Linkly or any right or remedy for the Integration Partner.

16.5The Integration Partner may report incidents and defects to [email protected] (or such other channel as Linkly notifies from time to time). Linkly will assess and address reported issues at its discretion, having regard to severity, impact and available resources. Linkly does not commit to any response time, resolution time, or fix and is under no obligation to act on any particular report or to communicate during any incident or outage.

16.6Linkly may from time to time make available enhanced service levels (including binding availability commitments, defined response and resolution targets, service credits, dedicated support channels and named technical contacts) under a separate Support Services Agreement on terms agreed between Linkly and the Integration Partner. The Integration Partner has no entitlement to any such enhanced service levels under this Agreement.

17. Limitation of liability

17.1Subject to clauses 15 and 17.4, to the maximum extent permitted by law, neither party is liable to the other for any:

(a)indirect, incidental, special, exemplary or consequential loss or damage;

(b)loss of profits, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill or loss of data; or

(c)business interruption,

however arising and regardless of the theory of liability (including negligence).

17.2Subject to clauses 15 and 17.4, and to the maximum extent permitted by law, Linkly’s aggregate liability to the Integration Partner under or in connection with this Agreement (whether in contract, tort (including negligence), under statute or otherwise) is limited, at Linkly’s option, to the re-supply of the Linkly Services or the payment of the cost of having the Linkly Services re-supplied.

17.3Subject to clause 15, neither party may bring any claim under or in connection with this Agreement more than 12 months after the party first became aware (or ought reasonably to have become aware) of the facts giving rise to the claim, provided that this clause 17.3 does not operate to exclude, restrict or modify any Non-Excludable Right or any liability that cannot lawfully be limited under the Australian Consumer Law or other applicable law.

17.4Clauses 17.1, 17.2 and 17.3 do not apply to:

(a)fraud or wilful misconduct of a party;

(b)breach of clause 12 (Confidentiality);

(c)breach of clause 11 (Intellectual property), or any infringement by a party of the other party’s Intellectual Property Rights; or

(d)Linkly’s indemnity in clause 18.2(c) (third-party intellectual property infringement).

17.5Each party must take reasonable steps to mitigate any loss it suffers in connection with this Agreement.

18. Indemnification

18.1Subject to clause 17, the Integration Partner indemnifies Linkly and its Affiliates, and each of their respective Personnel, from and against any third party claim, liability, loss (including consequential loss), damage, cost (including reasonable legal costs on a solicitor-and-own-client basis) or expense suffered or incurred arising out of or in connection with:

(a)any breach of this Agreement by the Integration Partner;

(b)any negligent act or omission by the Integration Partner or its Personnel in connection with this Agreement; or

(c)any misuse of the Linkly Services by the Integration Partner or its Personnel.

18.2Subject to clause 17, Linkly indemnifies the Integration Partner and its Personnel from and against any liability, loss (including consequential loss), damage, cost (including reasonable legal costs on a solicitor-and-own-client basis) or expense suffered or incurred arising out of or in connection with:

(a)any breach of this Agreement by Linkly;

(b)any negligent act or omission by Linkly or its Personnel in connection with this Agreement; or

(c)any third-party claim that the authorised use of the Linkly Services by the Integration Partner in accordance with this Agreement infringes the Intellectual Property Rights of that third party,

provided that Linkly’s obligations under clause 18.2(c) do not apply to the extent the claim arises from (i) any modification of the Linkly Services not made or authorised by Linkly; (ii) the combination of the Linkly Services with any other software, hardware or services not provided or authorised by Linkly; or (iii) any use of the Linkly Services by the Integration Partner contrary to this Agreement.

18.3Each indemnity in this clause 18 is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination of this Agreement.

18.4An indemnified party must:

(a)promptly notify the indemnifying party of any claim that may give rise to an indemnity under this clause 18;

(b)not make any admission, compromise or settlement in respect of the claim without the indemnifying party’s prior written consent (not to be unreasonably withheld); and

(c)provide the indemnifying party with reasonable cooperation in defending the claim, at the indemnifying party’s reasonable cost.

19. Term and termination

19.1This Agreement commences when the Integration Partner submits the Linkly POS Vendor registration form, or first accesses or uses the Linkly Services (whichever occurs first), and continues until terminated in accordance with this clause.

19.2Termination by Linkly. Linkly may suspend or terminate the Integration Partner’s access to the Linkly Services, or terminate this Agreement, immediately on written notice if:

(a)the Integration Partner is in breach of any term of this Agreement and the breach is not remediable, or (if remediable) is not remedied within 30 days after written notice from Linkly;

(b)Linkly reasonably considers that continued access poses a risk to system integrity, security or compliance;

(c)the Integration Partner becomes insolvent, enters into external administration, or has a controller or receiver appointed; or

(d)Linkly determines, acting reasonably, that termination is necessary to protect Linkly, its Affiliates, its partners or its customers from material risk.

19.3Termination by Integration Partner. The Integration Partner may terminate this Agreement at any time by ceasing all use of the Linkly Services and providing written notice of termination to Linkly.

19.4Effect of termination. On termination of this Agreement for any reason:

(a)all rights and licences granted under this Agreement immediately cease;

(b)the Integration Partner must immediately cease all use of the Linkly Services and remove any references to its accreditation status from its marketing materials; and

(c)each party must return or securely destroy all of the other party’s Confidential Information in its possession or control and, on request, certify the destruction in writing, except to the extent that retention is required by law or by reasonable internal record-keeping policies, in which case the obligations in clause 12 continue to apply for so long as the information is retained.

19.5Clauses 1 (Definitions and interpretation), 8.1(d) (in relation to events occurring before termination), 11 (Intellectual property), 12 (Confidentiality), 15 (Australian Consumer Law), 16 (Disclaimer of warranties), 17 (Limitation of liability), 18 (Indemnification), 19.4 (Effect of termination), 23 (Dispute resolution) and 24 (General), together with any other clause that by its nature should survive, survive termination of this Agreement.

20. Changes to this Agreement

20.1Linkly may update or modify this Agreement from time to time. Linkly will provide the Integration Partner with at least 30 days’ written notice of any material change, except where a shorter timeframe is required by law, regulation or a direction from a regulatory authority, in which case Linkly will provide such notice as is reasonable in the circumstances.

20.2Continued use of the Linkly Services following the effective date of any change constitutes acceptance of this Agreement as updated. If the Integration Partner does not accept the updated terms, the Integration Partner must cease all use of the Linkly Services and notify Linkly in writing before the effective date of the change.

21. Independent contractors

21.1The parties are independent contractors. Nothing in this Agreement creates or implies any partnership, agency, joint venture, employment or fiduciary relationship between them.

21.2Neither party has the authority to assume or create any obligation or liability on behalf of the other.

22. Assignment

22.1The Integration Partner may not assign, novate or otherwise transfer this Agreement or any of its rights or obligations under it without prior written notice to Linkly. The Integration Partner’s obligations to notify Linkly of any change of ownership or Control are set out in clause 8.

22.2Linkly may assign, novate or otherwise transfer this Agreement, or any of its rights and obligations under it, to:

(a)an Affiliate of Linkly; or

(b)a successor in connection with a merger, acquisition, reorganisation, restructure or sale of all or substantially all of the assets or business of Linkly to which this Agreement relates,

on written notice to the Integration Partner. The Integration Partner irrevocably consents to any such assignment or novation.

23. Dispute resolution

23.1Subject to clause 23.4, neither party may commence court proceedings under or in connection with this Agreement (other than for urgent interlocutory or injunctive relief) unless it has first complied with this clause.

23.2A party claiming that a dispute has arisen must give written notice to the other party setting out the nature of the dispute and the relief sought (a “Dispute Notice”).

23.3Within 30 days after a Dispute Notice is given, authorised representatives of each party with authority to settle the dispute must meet (in person or by video conference) and use reasonable endeavours, in good faith, to resolve the dispute.

23.4Nothing in this clause 23 prevents a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction at any time.

24. General

24.1Authority. Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, and that doing so does not conflict with any other agreement or obligation by which it is bound.

24.2Force majeure. Neither party is liable for any delay or failure in performance to the extent caused by circumstances beyond that party’s reasonable control, including natural disasters, telecommunications or internet outages, cyber-attacks, acts of government and regulatory changes. The affected party must notify the other as soon as reasonably practicable. If a force majeure event continues for more than 60 days, either party may terminate this Agreement on written notice.

24.3Severability. If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.

24.4No waiver. A failure or delay by either party to enforce any provision of this Agreement does not constitute a waiver of that party’s right to enforce that or any other provision in the future. A waiver is only effective if given in writing and signed by an authorised representative of the waiving party.

24.5Entire agreement. This Agreement (together with the Accreditation Requirements) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings relating to that subject matter. Nothing in this clause limits a party’s liability for fraud or fraudulent misrepresentation.

24.6Notices. Notices under this Agreement must be in writing and may be given by email or in writing to the contact details provided at Registration, or as otherwise notified by either party in writing from time to time. A notice sent by email is taken to be received when the sender’s system records that the email has been sent without bounce-back, unless the sender knows or ought reasonably to know of any failure of transmission.

24.7Electronic acceptance. The parties agree that this Agreement is accepted electronically, including by the Integration Partner submitting the registration form, and that such acceptance is binding in accordance with the Electronic Transactions Act 1999 (Cth) and any equivalent State or Territory legislation. No signature is required.

24.8Governing law and jurisdiction. This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.

POS Vendor Terms and Conditions