This Services Agreement ("Agreement") is entered into between
Pay By QR (operated by ABN 57 153 858 922) ("Company")
and
The Customer ("Customer").
This Agreement governs the provision of Services by the Company to the Customer and contains, among other things, warranty disclaimers, liability limitations, and use limitations. The Company may amend or modify this Agreement from time to time by providing not less than thirty (30) days' notice to the Customer. Continued use of the Services after the effective date of any changes constitutes acceptance of the updated Agreement.
1.1 Subject to the terms and conditions of this Agreement, the Company agrees to provide the Customer with access to its QR code-based payment facilitation platform ("Services").
1.2 The Services enable the Customer to receive payments made by end-users via QR codes, with payments processed by third-party providers, including but not limited to Stripe Payments Australia Pty Ltd.
1.3 The Company will use commercially reasonable efforts to maintain the availability of the Services and provide technical support in accordance with its standard practices.
2.1 The Customer must:
2.2 The Customer must not:
2.3 The Customer acknowledges and agrees that the Company may monitor use of the Services to ensure compliance with this Agreement and may suspend or terminate access for any breach.
3.1 Each party ("Receiving Party") must keep confidential all confidential information disclosed by the other party ("Disclosing Party") and must not use or disclose such information except as required to perform this Agreement or as otherwise permitted by law.
3.2 Confidentiality obligations will not apply to information which:
3.3 These confidentiality obligations survive termination of this Agreement for five (5) years.
4.1 The Customer retains all rights in Customer Data submitted to the Company.
4.2 The Company retains all intellectual property rights in the Services, including any improvements, modifications, or derivative works developed during the Term.
4.3 The Customer is granted a non-exclusive, non-transferable right to access and use the Services during the Term solely for the purpose of facilitating payment transactions.
4.4 The Company may collect and analyze data relating to the Customer’s use of the Services in aggregated or de-identified form for purposes including improving the Services.
5.1 The Customer must pay all applicable fees as set out on the Company’s website or otherwise communicated in writing.
5.2 The Company may vary the fees by providing not less than thirty (30) days’ written notice.
5.3 Payments are processed via third-party payment processors. The Customer is responsible for any fees imposed by those processors.
5.4 Fees are payable in Australian dollars and exclusive of GST unless expressly stated otherwise.
5.5 Unpaid amounts may accrue interest at a rate of 1.5% per month (or the maximum permitted by law) until paid in full.
6.1 This Agreement commences upon the Customer’s acceptance of the Terms and continues until terminated in accordance with this Agreement.
6.2 Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party.
6.3 The Company may immediately suspend or terminate the Customer’s access to the Services if:
6.4 Upon termination:
6.5 Termination does not affect any rights, obligations, or liabilities of the parties which have accrued up to the date of termination.
7.1 Nothing in this Agreement excludes, restricts or modifies any rights, guarantees, or remedies under the Competition and Consumer Act 2010 (Cth) or any other applicable law which cannot be excluded.
7.2 The Company will use reasonable efforts consistent with industry standards to maintain the Services in a manner that minimizes errors and interruptions.
7.3 Except as expressly provided in this Agreement, the Services are provided "as is" and "as available" and the Company disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.
7.4 The Company does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.
8.1 The Customer indemnifies and holds harmless the Company, its officers, employees, and agents against all claims, losses, liabilities, damages, expenses, and costs (including legal costs) arising out of or in connection with:
9.1 To the maximum extent permitted by law, the Company’s total aggregate liability under or in connection with this Agreement is limited to the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to liability.
9.2 The Company is not liable for any indirect, special, incidental, punitive, or consequential loss or damage, including loss of business, goodwill, profits, or data.
10.1 The Company facilitates payment processing through third-party providers, including but not limited to Stripe Payments Australia Pty Ltd ("Payment Processors").
10.2 The Customer acknowledges and agrees that:
10.3 The Company reserves the right to change Payment Processors at its sole discretion without notice.
10.4 The Company may suspend or delay processing of transactions or payouts where instructed to do so by the Payment Processor or where reasonably necessary to comply with legal obligations.
11.1 The Customer agrees to provide all information reasonably requested by the Company to comply with its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
11.2 The Company reserves the right to:
where it reasonably suspects that a transaction or activity may involve fraud, money laundering, terrorism financing, or other unlawful conduct.
11.3 The Customer agrees that the Company is not liable for any loss suffered by the Customer as a result of any action taken in compliance with this clause.
12.1 The Company is not a party to any transaction between the Customer and the Customer’s end-users.
12.2 In the event of a chargeback, reversal, or disputed payment:
12.3 The Customer is solely responsible for resolving disputes with their end-users and indemnifies the Company for any liability, cost, or loss arising from payment disputes.
13.1 Nothing in this Agreement excludes, restricts, or modifies any rights, guarantees, or remedies which the Customer may have under the Competition and Consumer Act 2010 (Cth) or any other applicable legislation that cannot be lawfully excluded, restricted, or modified.
13.2 To the extent permitted by law, the Company’s liability for breach of any non-excludable guarantee is limited, at the Company’s option, to:
14.1 The Company will not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, acts of government, war, terrorism, labor disputes, internet or telecommunications outages, or third-party service failures.
14.2 The Company shall use reasonable efforts to mitigate the effect of such events and resume performance as soon as reasonably practicable.
15.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or communications.
15.2 Assignment: The Customer may not assign this Agreement without the prior written consent of the Company. The Company may assign its rights and obligations without restriction.
15.3 Force Majeure: Refer to Section 14.
15.4 Governing Law: This Agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
15.5 Notices: All notices must be in writing and delivered to the parties via email or another agreed communication method.
Last updated: April 27th, 2025