Merchant Terms.

1. Service description

Tillify Limited (Tillify, we, us, or our) provides a Platform that enables merchants to create and manage QR codes for products that assist their Customers to pay directly and easily via internet banking and credit/debit cards, and to keep track of these Transactions on our Platform.

2. Financial institution terms and conditions

By using our Services, you agree to comply with these Terms, the Website Terms of Service, the Acceptable Use Policy and the Terms and conditions of our payment partners:

• Akahu: For bank-to-bank transfers. By using Akahu features, you agree to Akahu's Terms and conditions.
• Stripe: For card payments. By connecting a Stripe account, you agree to the Stripe Connected Account Agreement and Stripe Services Agreement.

3. Security and privacy

We are committed to protecting your security and privacy. We use industry-standard security measures to protect your data. For more information, please refer to our Privacy Policy.

4. Use of the services

You agree that you:

• will only use the Services for genuine and lawful Transactions of goods or services and where you are the provider or supplier of the relevant good or service;
• must not use our Services for any unlawful purpose or in any way that violates our Acceptable Use Policy.

5. Intellectual property rights

We own or license all intellectual property rights in our Services, software and the Platform. You may not reproduce, adapt, modify, or otherwise use any part of our Services or software without our prior written permission.

6. Security measures

We implement and maintain reasonable security measures to protect your data. However, no method of transmission over the internet or electronic storage is completely secure. We cannot guarantee absolute security.

7. Transaction processing and fees

We charge fees for the use of our Services as set out on our Pricing page.

Note for Stripe Payments: Stripe charges its own processing fees which are deducted automatically before funds are settled to your account. The Tillify Platform fee is billed separately.

8. Customer disputes

You acknowledge that you are solely responsible for any Transaction entered into with a Customer using the Services and that you will resolve any Customer dispute directly with the Customer. On request, Tillify will provide such information as may be reasonably required by you in relation to any Transaction the subject of a dispute.

9. Fees payments

• We invoice for fees through the Platform on a monthly basis. You must pay all fees within 7 Business Days of receipt of our invoice (or such other period agreed between us).

10. Limitation of liability and indemnity

• To the maximum extent permitted by law, we exclude all liability for any loss or damage arising out of or in connection with your use of our Services. You agree to indemnify us against any claims, losses, or damages arising from your use of our Services or the Platform, your breach of these Terms, your breach of law or in relation to any Transaction (including in relation to a Customer dispute under a Transaction).
• You acknowledge and agree that Tillify makes no warranty or representation regarding the availability and performance of any third party's (including Akahu and Stripe) APIs or payment processing services, or the uninterrupted and error-free availability of the Services or the Platform.

11. Suspension and termination

We may suspend your access to the Platform and our Services at any time by notice to you, if we have reasonable grounds to believe that:

• you are in breach of any of these Terms;
• you, or any party in relation to Services provided to you, has breached the Acceptable Use Policy;
• you have failed to pay, or we have reason to believe you will in the future be unable to pay, any fees when due;
• your continued use of our Services or Platform may result in economic or reputational damage to us; or
• anything outside of our control has occurred which has the effect of compromising our ability to securely provide you with the Services.

These Terms will continue in force until terminated by notice by either party by 10 Business Days' notice (or immediately by us on notice, if we have suspended your account and you have not remedied the cause of the suspension within 5 Business Days).

12. Dispute resolution

If a dispute arises between you and us in connection with these Terms you agree to conduct good faith discussions in an attempt to resolve the dispute within 10 Business Days of either party giving notice of the dispute. No party will commence legal proceeding (other than for injunctive relief) in relation to a dispute under these Terms until such good faith discussions have been completed.

13. Amendments

We may change these Terms, including by changing any fees payable, by giving you at least 10 Business Days' notice (unless we have agreed otherwise with you). You may change the bank account for settlement of Customer payments, or any other details, with our approval (not to be unreasonably withheld).

14. General provisions

15. Definitions

• "API" means an application programming interface or equivalent data connection;
• "Business Day" means every day except Saturday, Sunday, and national public holidays;
• "Customer" means a Customer of a Merchant in relation to a Transaction;
• "Services" means the Tillify software service provided under these Terms, including access to the Platform;
• "Transaction" means a Transaction between you and a Customer made using the Services.