Merchant Terms & Conditions

 

Furthr App: Participating Merchant Terms & Conditions

Welcome to Furthr App, owned and operated by The Haggle App Pty Ltd trading as Furthr App (ABN 33 627 246 931) (we, use, our).

You can sign up as a participating merchant in our cashback rewards program, that allows individual cardholders to earn certain cash rewards (Cash Rewards) when using their Mastercard or Visa card with participating merchants like you (Program), via our website and mobile application (including our merchant portal available on such platforms) (platforms). Together, our platforms and the Program are referred to as our Services.

These terms and conditions (Terms) govern your participation in the Program as a participating merchant. Please read them carefully. Defined terms have the meaning given to them throughout the Terms and/or at clause 17.

 

1. Formation

1.1 Where you access and use our platforms and/or either:

    (a) click “I accept” when you register to participate in the Program; or

    (b) execute documentation issued by us to register in the Program,

you agree to be bound by these Terms and an agreement is formed between us and the merchant (you, your, Merchant) made up of these Terms and any other documentation issued by us to you (for example, an application form or other type of schedule) (agreement). To the
extent of any inconsistency between these Terms and any other documentation provided by us to you, the information in such other documentation will take precedence (including any special conditions and/or mutually agreement amendments to these Terms set out in such documentation).

 

2. Registration as a Participating Merchant

2.1 Your registration as a participating merchant in the Program is only complete when it is finalised and approved by us, in our sole discretion.

2.2 Upon our acceptance and approval of your registration as a merchant in the Program, you must set up an account via the platform (Merchant Portal Account) and provide any necessary information that we request in such registration process (Merchant Information).

2.3 It is your sole responsibility to ensure that your Merchant Information is true, accurate, current and complete and that you update it promptly where you make any changes. We are not liable for any inaccurate or incorrect Merchant Information.

2.4 We reserve the right to refuse registration for any reason, including if:

    (a) we believe you cannot or will not comply with these Terms; and/or

    (b) we believe that any Merchant Information you provide is inaccurate or untrue.

2.5 You acknowledge and agree that we are free to encourage and allow the participation in the Program of any other person or entity interested, or engaged in, any business, including any competitive business of you.

 

3. Merchant Portal Account

3.1 Your Merchant Portal Account will give you access to our merchant portal, through which you can access certain information and reports in respect of Qualifying Transactions, Merchant fees and other Program-related information as we may make available within the portal from time to time, subject to clause 9.

3.2 To the fullest extent permitted by law and without limiting any other clause in these Terms:

    (a) we do not make any warranty or representation relating to the quality, accuracy, completeness and/or currency of any reports, data or information we make available to you via your Merchant Portal Account, including that such information is fit for any particular purpose or will guarantee any particular result or outcome; and

    (b) we are not liable for any Loss arising out of or in connection with any loss or corruption of any content, data, information or other material made available to you via your Merchant Portal Account.

3.3 You are solely and fully responsible for:

    (a) maintaining the security and confidentiality of your Merchant Portal Account and Merchant Information, including for any misuse or unauthorised access by any third party;

    (b) ensuring any users of your Merchant Portal Account are authorised and do not sure any login or other confidential details;

    (c) all activities conducted under your Merchant Portal Account;

    (d) protecting any content made available to you via your Merchant Portal Account, including backing-up, and ensuring the security of such content and taking appropriate measures to protect such content from accidental, unlawful or unauthorised access, use or disclosure.

3.4 If you believe that your Merchant Portal Account and/or any of your Merchant Information has been compromised, lost or misplaced, you must contact us immediately.

3.5 We reserve the right to monitor your use of our platforms, including activity on your Merchant Portal Account and retain and disclose information as allowed and/or required by law in any applicable jurisdiction.

3.6 Your Merchant Portal Account cannot be transferred or assigned to any third party.

 

4. Relationship with Cardholder

4.1 You are solely responsible for:

    (a) all transactions between you and the Cardholder, including Qualifying Transactions, including ensuring such transactions are authorised and are not fraudulent and reporting and processing all transactions;

    (b) your goods or services, including their provision to the Cardholder;

    (c) any obligations you have at law (including under the ACL) to Cardholders and in respect of your goods and services; and (d) any warranties, guarantees, returns, refunds, exchanges in respect of your goods and services.

4.2 We are solely responsible for our direct relationship with the Cardholder in respect of their participation in the Program.

 

5. Merchant’s Program Obligations

5.1 You agree to participate in the Program by:

    (a) paying the Merchant fees and authorising the direct debit of the Merchant fees in accordance with clause 6.5;

    (b) accepting Qualifying Transactions from Cardholders (subject to clause 4.1);

    (c) only processing legal valid Qualifying Transactions;

    (d) settling and finalising all valid Qualifying Transactions;

    (e) immediately notifying us if you reasonably suspect that a Cardholder or any other person is fraudulently using their Card and/or the Program;

    (f) provide all necessary information relating to all Points of Sale and allow us (or our authorised representatives) to conduct a test transaction at any Point of Sale;

    (g) provide all necessary Merchant Content in accordance with these Terms;

    (h) actively promoting your participation in Program to your customers in accordance with these Terms;

    (i) not doing anything that brings, or may bring, us or the Program into disrepute and/or damages our reputation.

5.2 You warrant and represent that:

    (a) you have the right, power and authority to agree to these Terms and to register and participate in the Program as a merchant; and

    (b) you have all necessary consents, licenses and permissions grant us the rights set out in these Terms in and to the Merchant Content;

    (c) you will comply with all applicable laws, codes and regulations; and

    (d) you will not do anything that does or could bring us, or the Program, into disrepute and/or damages our reputation.

 

6. Merchant Fees

6.1 You will pay to us a fee that is 11% of the Total Transaction Value of each Qualifying Transaction, and any interest for overdue amounts (in accordance with clause 6.5 (c) (Merchant fees).

6.2 The Merchant fees will be payable in arrears (or as advised by us), in accordance with clause 6.5.

6.3 You acknowledge that the Merchant fees will be apportioned between the Cashback Reward payable to the Cardholder and fees payable to us and that such apportionment is determined by us in our sole discretion.

6.4 Both parties agree that the Merchant fees will not be charged in respect of the following transactions undertaken between a Cardholder and you.

   (a) Interest and other bank fees and charges including without limitation foreign exchange conversion fees and reversals (and any GST payable on any of these).

    (b) Any Excluded Transactions.

    (c) Balance transfers.

    (d) Payments in which Cardholders do not use the credit (CR) facility, including payments made through the Bpay® Electronic Payments Scheme.

6.5 You acknowledge and agree that:

    (a) payment of all Merchant fees under this agreement will be collected by us in accordance with the Direct Debit Payment Terms and Authorisation form;

    (b) immediately upon conducting a Qualifying Transaction, applicable Merchant fees become an irrevocable debt immediately owing to us; and

    (c) interest may be charged for overdue payment at the rate of 2% per month (or the highest rate permitted by law, if lower) at our discretion, including failed debits in accordance with the Direct Debit Payment Terms and Authorisation form.

6.6 You will provide us with all bank authorities as we may reasonably require for the operation of the Program.

6.7 You are solely responsible for any credits or refunds between you and a Cardholder in relation to a Qualifying Transaction. Once you have settled and finalised a Qualifying Transaction with a Cardholder, we have no obligation to refund or return to you any Merchant Fees you have paid in respect of such Qualifying Transaction, including where you issue such Cardholder a refund for the goods and/or services they purchased off you in relation to that Qualifying Transaction.

6.8 All amounts payable under this agreement are exclusive of GST. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST.

 

7. Advertising and Marketing

7.1 We will determine, in our sole discretion, how and if we promote and market the Program and the involvement of participating merchants.

7.2 You will provide to us all necessary Merchant Content that we reasonably request for marketing and promotion of your involvement as a participating merchant in the Program. You acknowledge and agree that we may not be able to include you as a participating merchant in
the Program and/or on our platforms if you do not provide such Merchant Content, specifically your logos and associated branding.

7.3 You will use best endeavours to actively promote your involvement in the Program as a participating merchant (subject to clause 7.4), including by at any Point of Sale.

7.4 You must not make any unauthorised statements, guarantees, warranties, representations and/or any other similar claims about, or in respect of, the Program.

 
8. Merchant Content

8.1 You grant to us an irrevocable, non-exclusive, royalty free, worldwide licence to, edit, adapt, modify, vary, develop, reproduce, communicate, publish, and/or otherwise use the Merchant content for our business purposes and in respect of the Program, including to:

    (a) market and promote the program;

    (b) identify you as a participating or previously participating merchant in the Program; and/or

    (c) demonstrate the Program to prospective merchants.

8.2 You will not submit or request us to display or transmit any Merchant Content that, in our reasonable opinion:

    (a) breaches, or is likely to breach, any law, code or regulation (including industry regulations and guidelines);

    (b) infringes, or may infringe, any third party’s rights (including Intellectual Property Rights);

    (c) defames, harasses, unreasonably or unlawfully offends or harms any person, is indecent, obscene, offensive, enrages public sentiment or gives negative publicity to any other product or program of a third party;

    (d) is misleading or deceptive, constitutes a false representation and/or is not true or accurate; and/or

    (e) knowingly promotes, advertises or markets any product or a program which directly competes with any product or program of the Program or our business generally.

8.3 To the extent permitted by law, we will not be liable to you for:

    (a) any failure to transmit or display all or any part of the Merchant Content;

    (b) loss or damage to any Merchant Content submitted by the Merchant to the Program Provider;

    (c) any error, alteration or omission in such Merchant Content whether or not caused by the negligence or mistake of the Program Provider, its officers, employees or agents or otherwise; or

    (d) the accuracy of the information contained in any Merchant Content.

8.4 We have no obligation or responsibility to review or monitor any Merchant Content submitted by you and we reserve the right to refuse to use your Merchant Content.

 
9. Data

9.1 You acknowledge and agree that all Data is exclusively owned by us and we reserve the right to use the Data for any purposes, including for the purposes of fulfilling our obligations under this agreement and for any purposes related to our business, including benchmarking and analytics to improve and understand product usage and customer needs, provided that where such Data identifies you (or any other individual, including Cardholders), we will de-identify such Data prior to sharing it or making it available to any third party.

9.2 We grant you a non-exclusive, revocable, non-sublicensable licence to access and use such Data to the extent that it is made available to you by us, including in the form of any data or reports available to you via your Merchant Portal Account, for your own internal business purposes. However, you acknowledge that we make no representations or warranties about the accuracy, currency, completeness or reliability of the Data or any other information available on or linked to via your Merchant Portal Account.

 
10. Intellectual Property

10.1 Our platforms, the Program and the Materials, are exclusively owned, or licensed, by us and all intellectual property rights in and to our Services and all material (including text, audio, video, site design, logos, graphics, icons and images) appearing in or on our platforms (our content) remain our exclusive property. We grant you a non-exclusive, revocable, non-sublicensable licence to access and display our content for the sole purpose of you accessing and using our platforms and participating in the Program as a merchant. Such licence is immediately revoked on termination or expiry of your involvement in the Program.

10.2 You must not:

    (a) copy, modify, or create derivative works based on any content available through our Services;

    (b) infringe the intellectual property rights, privacy or confidentiality of any third party;

    (c) use our Services for any illegal or unauthorised purpose;

    (d) access or use the platforms and our Services to collect any market research for a competing business;

    (e) use automated means, including any type of data mining tools, to download or scrape data from the platforms; and/or

    (f) interfere with or attempt to interrupt the proper operation of the platforms in any manner (including through the use or introduction of any virus, malicious or harmful code or similar).

 
11. Privacy and Confidentiality

11.1 Your use of our platforms and participation in the Program may involve the transmission to us of certain personal information (as that term is commonly defined under privacy laws and regulations). Our policies with respect to the collection and use of such personal information are
governed according to our Privacy Policy (that you can access here), which is incorporated into these Terms.

11.2 Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing its obligations under these Terms.

11.3 Neither party may use or disclose the Confidential Information except:

    (a) to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement;

    (b) as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or

    (c) with the other party’s prior written consent.

 

12. Termination

12.1 If you breach, or fail to abide by, these Terms, we reserve the right (but are not obliged) to suspend or permanently cancel participation in the Program and restrict any future participation by you or any of your related entities or businesses.

12.2 We may also terminate your participation and/or terminate or suspend the Program for any reason (and in the case of suspension, for any period of time), by giving you written notice.

12.3 You may terminate this agreement and participation in the Program for any reason with:

    (a) 30 days’ written notice during the 3 months from the date this agreement is formed; and

    (b) 60 days’ written notice any time after the date referred to above.

12.4 On termination:

    (a) Merchant fees are not refundable;

    (b) you must also pay all outstanding amounts owed to us by you, including any Merchant fees due and not yet collected by us under this agreement;

    (c) you must cease using all Materials and promoting or marketing your participation in the Program immediately; and

    (d) your participation in the Program will cease and your Merchant Portal Account will be deactivated by us, and after such deactivation, you’ll cease having access to any reports and data available to you under your Merchant Portal Account.

 

13. Disclaimer of Liability

13.1 Nothing in these Terms operates to exclude, restrict, limit or modify any non-excludable rights you might have under any applicable law, including under the ACL.

13.2 We do not provide warranties of any kind in relation to our Services. To the fullest extent permitted by law, and except where otherwise set out in these Terms:

    (a) we expressly disclaim all warranties, express or implied, of any kind with respect to our Services, including without limitation that our Services will be available uninterrupted or error-free and/or other warranties (express or implied) of merchantability, fitness for use and/or a particular purpose, guarantee of a particular result or outcome, title, and non-infringement; and

   (b) we, and our directors, officers, employees and representatives will not be liable to you (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) for any loss, damage, claim, cost, expense, including special, direct, indirect, incidental, consequential or punitive losses and damages (including for loss of profits, goodwill, use, data and/or other intangible losses) related to our Services.

 

14. Indemnity

14.1 You indemnify and hold us and our related entities and affiliates, and our and their respective officers, agents, and employees, harmless from and against any and all claims, demands, proceedings, fines, penalties, losses and damages (actual, special, aggravated and consequential), including reasonable legal fees, however so arising (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) in connection with:

    (a) any breach of these Terms by you;

    (b) your breach of any applicable law, codes and/or regulations;

    (c) your use of our Services (including your participation in the Program); and/or

    (d) any claims from Cardholders, including in respect of any Qualified Transaction and/or your goods and services.

 

15. Notices

15.1 The Merchant must send any notices or other communication to us under this agreement to support@furthr.com. We will send notices to the Merchant to the email address associated with the Merchant’s Account and it is the Merchant’s sole responsibility to update us of any change to its contact details.

15.2 A notice will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 72 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered.

 

16. General

16.1 These Terms constitute the entire agreement between us and you and govern our Services. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software.

16.2 We may sub-contract the performance of any part of our obligations and/or services to any third party.

16.3 The failure of either party to enforce any provisions under these Terms will not waive the right of such party thereafter to enforce any such provisions.

16.4 If any term or provision of these Terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.

16.5 Nothing in these Terms will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.

16.6 We reserve the right to amend these Terms from time to time by either giving you notice via email, your Merchant Portal Account, and/or publishing the amended terms on our platforms.
Your continued use of our Services after the date of notice or publication constitutes acceptance of the amended terms.

16.7 Any warranty, indemnity, or obligation of confidentiality in these Terms will survive termination.
Any other term which by its nature is intended to survive termination of this Agreement survives termination.

16.8 These Terms are governed by, and construed in accordance with, the laws of New South Wales, Australia and the courts of the jurisdiction will have exclusive jurisdiction over any dispute arising out of these Terms.

 

17. Definitions

17.1 Defined terms have the meaning given to them throughout these Terms and/or as follows.

    ACL means the Australian Consumer Law as set out in the Competition and Consumer Act 2010 (Cth).

    Card means a Visa or Mastercard branded reloadable pre-paid (excluding pre-paid gift cards), debit or credit card.

    Card Issuer means the Australian financial institution that has validly issued a Cardholder their Card.

    Cardholder means any person that has been validly issued a Card and who is a participating member of the Program.

    Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:

    (a) is identified as confidential or ought to have been known to be confidential; and

    (b) relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,

    (c) but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.

    Direct Debit Payment Terms and Authorisation form means the form issued by us and completed by you authorising us to process payment of the Merchant fees via direct debit and setting out the terms of such payment processing.

    Data means all data and information captured and generated in relation to Qualifying Transactions and your use of and interaction with the Program, including transactional data and data that relates to you and/or a Cardholder and all data and information contained in any
reports made available to you via your Merchant Portal Account.

    Effective Date means the date listed in the Furthr Merchant Agreement

    Excluded Transactions means any transaction where a Cardholder:

    (a) draws cash from the account linked to their Card using an automatic teller machine, at a financial institution or from you;

    (b) receives a cash substitute from you (including, using their Card to purchase gambling chips or tokens, travellers’ cheques or money orders, gift certificates or to load value to a stored value card or facility);

    (c) uses the account linked to their Card to pay bills through a third party (such as Bpay®) where you are not paid by Mastercard or Visa); or

    (d) uses the account linked to their Card to pay bills over the counter at a financial institution, and, in some circumstances on a case by case basis may include:

    (e) a transaction where the Cardholder purchases promotional items or uses other discount codes, coupons or other promotions, including other third party reward programs; and

    (f) transactions completed using unqualifying payment methods, including payments in which the Cardholder does not use the credit (CR) facility, including payments made through the Bpay® Electronic Payments Scheme.

    Furthr Merchant Agreement means the agreement you sign provided to you by Furthr App

    GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act
1999.

    Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other
results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or atentable.

    Materials means all any information, content, documents and/or other materials provided by us to you, including our logos, branding, business names and trade marks.

    Merchant Content means any information, content, documents and/or other materials provided by you to us, including your logos, branding, business names and trade marks.

    Merchant Portal Account has the meaning given to that term in clause 2.1.

    Point of Sale means the payment equipment at any of the Merchant’s locations for the sale or goods or services, whether physical or virtual.

    Qualifying Transaction means any in-store, internet, phone (including via interactive voice response systems) or other transaction between a Cardholder and the Merchant, using the Card, for the sale of goods or services inclusive of all applicable taxes but does not include Excluded Transactions and/or other items expressly excluded under these Terms.

    Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.

    Total Transaction Value or TTV means the gross transaction value charged to a Cardholder for a Qualifying Transaction in Australian dollars less:

    (a) any interest and other bank fees and charges including without limitation foreign exchange conversion fees and reversals (and any GST payable on any of these);

    (b) shipping and delivery charges identified and identifiable;

    (c) discounts or promotions applied by you before the final amount of the Qualifying Transaction is tendered; and

    (d) returned or refunded transactions.

17.2 In these Terms, the following rules of interpretation apply, unless the context otherwise requires:

    (a) clause and subclause headings are for reference purposes only;

    (b) the singular includes the plural and vice versa;

    (c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;

    (d) references to statutes include all statutes amending, consolidating or replacing such statutes;

    (e) $ means the lawful currency of Australia, unless otherwise specified;

    (f) any reference to a party to this document includes its successors and permitted assigns;

    (g) the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it; and

    (h) a reference to a clause or schedule is a reference to a clause of, or a schedule of these terms.