GENER AL CONDITIONSANZ MERCHANT SERVICESANZ Merchant Services
Locked Bag 10 Collins St West
Melbourne VIC 8007
Information on current standard fees and charges is available
on request.
For general enquiries, please contact ANZ Merchant Services
on 1800 039 025 (24 hours a day, 7 days a week)2

CONTENTS
1. These General Conditions
2. Provision of Merchant Facilities
3. Conditions Precedent
4. Nominated Cards
5. Honouring Nominated Cards and Permitted Uses
6. Processing Transactions
7. Authorisation
8. Refunds
9. Transaction Information
10. Settlement of Transactions
11. Invalid Transactions
12. Chargeback
13. Merchant Accounts
13.1 Merchant Account
13.2 Retention Account
14. Information Collection, Storage and Disclosure
14.1 General
14.2 Nominated Card Scheme obligations
14.3 Privacy and confidentiality
15. Audit
16. F ees, Charges, other Payments and GST
16a. GST
17. Merchant Websites
18. Electronic Terminals
18.1 General
18.2 Electronic Terminals supplied by ANZ
18.3 Electronic Terminals not supplied by ANZ
19. Electronic Terminals and Card Imprinters - Security
20. Merchant Operating Guides
21. Training
22. S upply of Card Imprinters and Stationery
23. Indemnity
24. ANZ Liability
25. Third Party Bureau Services
26. Appointment of Agent, Subcontractor or Other Party
27. Promotional Material
28. R
 epresentations and Warranties
29. S uspension of Merchant Facility or Freezing of MerchantAccount
30. Termination
31. Set off
32. Variation
33. Notice
34. Relationship of the Parties
35. Assignment

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36. Severability
37. Waiver38. Merchant’s Continuous Obligations
39. Security
40. Governing Law
41. Application of the Banking Code of Practice
42. Dispute Resolution Procedures
43. M
 eanings of Words and Expressions
44. Interpretation
45. Anti Money Laundering and Sanctions
46. Terminal stands and cables
47. Personal Property Securities Act (PPSA)
47.1 PPSA further steps
47.2 PPSA undertaking
47.3 Costs of further steps and undertaking
47.4 No PPSA notice required unless mandatory
47.5 D isclosure of confidential information under the PPSA
48. Merchant Choice Routing

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1. THESE GENERAL CONDITIONS
These General Conditions are part of your Merchant
Agreement with ANZ.
The Merchant Agreement (“Agreement”) consists of:(i)Letter of Offer;(ii) General Conditions;(iii) 	Secure Internet Site Declaration (where applicable) andMerchant Prepayment Exposure Declaration (whereapplicable);(iv) all applicable Terminal Guides; and(v) 	any Special Conditions set out in the Letter of Offer orotherwise agreed in writing by the Merchant and ANZ
to be Special Conditions as varied from time to time inaccordance with these General Conditions(xi) 	any documents relating to the Security (whereapplicable).
It is advisable that the Merchant reads all documents
comprising the terms and conditions under which the
Merchant Facilities are provided by ANZ.
Some words and expressions have special meanings in these
General Conditions. The meanings are described in Condition
43 and when the Merchant is reading these General
Conditions, the Merchant should refer to Conditions 43 and 44.

2. PROVISION OF MERCHANT
FACILITIES(i) 	ANZ agrees to provide the Merchant with the
Merchant Facilities in accordance with the Agreement.
ANZ agrees to do this in exchange for the Merchantcarrying out the Merchant’s obligations under the
Agreement.
(ii) 	ANZ will provide the Merchant Facilities unless:		(a) the Agreement is terminated;		(b) 	the Merchant Facilities are suspended inaccordance with the Agreement; or		(c) 	there is a change in Law or to the regulations,by-laws or rules of a Nominated Card Scheme thatprevents ANZ providing the Merchant Facilities.

(iii) 	The Merchant Facilities may only be used by the
Merchant and may not be used by, or on behalf of, any
5third party (including any associated company or
related body corporate of the Merchant), without theprior written authorisation of ANZ.

3. CONDITIONS PRECEDENT
ANZ’s obligation to make any of the Merchant Facilities
available to the Merchant is conditional on ANZ being satisfied
that:(i) 	the Merchant has accepted ANZ’s offer in accordancewith the method of acceptance required by ANZ in the
Letter of Offer;(ii) 	ANZ has received an account opening authority if the
Merchant Account is held with ANZ or a properly
completed periodical direct debit authority if the
Merchant Account is held with another financial
institution;(iii) 	if the Merchant is a company, ANZ has received all
documents requested by ANZ in the Letter of Offer orotherwise at the time of the application for the
Merchant Facilities;(iv) 	if the Merchant is a trustee of a trust, ANZ has received
a copy of the trust deed, and any variations oramendments to the trust deed, each certified to be acomplete, correct and up-to-date copy;(v) 	if the Merchant is a partnership, ANZ has received acopy of the partnership deed and any variations oramendments to the partnership deed, each certified to
be a complete, correct and up-to-date copy; and(vi) 	any other conditions set out in the Letter of Offer or asotherwise advised to the Merchant by ANZ have been
fulfilled.

4. NOMINATED CARDS(i)

The Merchant must:		(a) 	accept Nominated Cards in accordance with theAgreement; and		(b) 	stop accepting a Nominated Card immediately if:			- ANZ gives the Merchant a notice to do so; or			- any of the events described in Condition 2(ii)occur.
(ii) 	To remove any doubt the Merchant must not:6		(a) 	accept a Nominated Card as payment for goods orservices by mail, telephone or Internet Order; or		(b) 	take Cardholder details via mail, telephone,facsimile or the Internet,

unless specifically authorised in writing by ANZ.

5. H
 ONOURING NOMINATEDCARDS AND PERMITTED
USES(i) 	The Merchant must accept valid Nominated Cards.
(ii) A Nominated Card is valid if:		(a) 	the Nominated Card has current validity date (ifapplicable);		(b) 	the Nominated Card has not been visibly altered or
tampered with in any way;		(c) 	the Nominated Card is signed on the back in thedesignated area for card signatures;		(d) 	the account number appearing on the Nominated
Card corresponds with the number printed,
encoded or otherwise shown on the Nominated
Card;

		

(e) 	the signature on the reverse of the Nominated
Card has not been altered or defaced; and		(f) 	the Nominated Card meets each of the criteria forvalidity set out in the relevant Terminal Guides.

(iii) The Merchant must not:		(a) 	make any representation in connection with any
goods or services or any Nominated Card which
may bind ANZ;		(b) 	make any representations to any Cardholder
concerning ANZ’s products or policies;		(c) 	pledge the credit of ANZ in any way;		(d) 	take part in the preparation of any documents
purporting to provide for credit to be provided by
ANZ to the Cardholder;		(e) 	engage in any conduct which is false, misleadingor deceptive concerning goods or services
supplied by the Merchant, ANZ’s products orpolicies or in any other dealings with the
Cardholder;7		(f) 	use a Nominated Card in a Credit Transaction to
give a Cardholder cash. The Merchant may use a
Nominated Card in a Debit Transaction to give a
Cardholder cash provided the Merchant hasprominently displayed in the Premises the
Merchant’s policy on cash out and partial cash out
services including any applicable fees; or		(g) 	use a Nominated Card issued in the name of the
Merchant in any Transaction to pay for goods orservices or to provide cash where the Transaction is
not a bona fide sale or where the Transaction is forthe purpose of funding the working capital of the
Merchant’s business.

			Where the Merchant is a partnership, no
Nominated Card issued in the name of a partner is
to be used in any such Transaction. Where theMerchant is a company, no Nominated Card issued
in the name of a director or secretary is to be usedin any such Transaction.
			Any Cardholder making enquiries concerning thematters raised in paragraphs (b) to (d) above must
be directed to contact ANZ Merchant Services.

6. PROCESSING TRANSACTIONS(i) 	The Merchant must only use Transaction Vouchers,
Card Imprinters and Electronic Terminals authorised by
ANZ.
(ii) 	If ANZ has agreed that the Merchant can process
Transactions electronically, the Merchant must not use
a Card Imprinter and Electronic Terminal to process thesame Transaction. The Merchant may only process a
Transaction manually using the Card Imprinter if theElectronic Terminal is malfunctioning or it is impossible
for Transactions to be processed through it and theMerchant is instructed by ANZ to process theTransaction manually.
		If ANZ has instructed the Merchant to process
Transactions manually, the Merchant must follow
ANZ’s reasonable directions, any directions given in a
Terminal Guide and use any products or tools in themanner directed by ANZ.
(iii) 	The Merchant must ensure any goods purchased via
mail, telephone or Internet order are despatched to the
Cardholder immediately after processing that sales
Transaction either manually or through an Electronic
Terminal to ANZ.
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(iv)	The Merchant must not use two or more Transaction
Vouchers to process one Transaction or process a
Transaction where only part of the amount due isincluded on the Transaction Voucher except:		(a) 	where the balance of the amount due is paid in
cash or by cheque; or		(b) 	where the goods or services are to be delivered or
performed at a later date and one Transaction
Voucher represents a deposit and the second
Transaction Voucher represents payment of thebalance. The second Transaction Voucher must not
be presented or processed until the goods aredelivered or the services performed.

(v) 	The Merchant must not process a Transaction on
behalf of another person including another merchantor allow another person to use the Merchant Facilities
except under a bona fide agency arrangement.
(vi) 	The Merchant must use reasonable care in processinga Transaction to detect forged or unauthorised
signatures or the unauthorised use or forgery of a
Nominated Card. In particular, the Merchant mustcomply with specific requirements set out in the
Terminal Guides or reasonable directions notified by
ANZ to the Merchant in writing.
(vii) 	Following each Transaction (other than mail, telephone
and Internet Orders) the Merchant must immediately
give the Cardholder a copy of the Transaction Voucher.
When the Transaction is an Internet Transaction, theCardholder must be able to print a Transaction
Voucher from the Internet and when the Transaction isa telephone Transaction, the Merchant must provide
the Cardholder with a receipt number for theTransaction and the Merchant must maintain a recordof that receipt number.
(viii) Unless otherwise authorised by ANZ in writing, theinformation on the Transaction Voucher must be
identical with information on any other copy of theTransaction Voucher and must include all information
required by the relevant Terminal Guide.
(ix) 	The Merchant must not split the value of any proposed
Credit Transaction into two or more separate Credit
Transactions which would, when added together, be inexcess of the Authorised Floor Limit.
(x) 	If ANZ determines that the conduct of a Merchant inprocessing Transactions in accordance with theAgreement may cause loss to the Merchant or ANZ(through fraudulent activities or otherwise), ANZ may:9		(a) 	where the Merchant is using a Card Imprinter,
require the Merchant to replace that Card Imprinterwith an Electronic Terminal nominated by ANZ;
and/or		(b) 	where the Merchant is authorised by ANZ toaccept a Nominated Card as payment for goods orservices ordered by mail, telephone or Internet inaccordance with Condition 4(ii), withdraw that
authorisation and require the Merchant to only
process Transactions where the Nominated Card ispresented by the Cardholder.

(xi) 	The Merchant must prominently and clearly inform the
Cardholder of the identity of the Merchant so that the
Cardholder can readily distinguish the Merchant fromany supplier of goods or services to the Merchant orother third party. The Merchant must also notify the
Cardholder that the Merchant is responsible for:		(a) 	the sales Transaction including any goods orservices that are the subject of the sales
Transaction;		(b) 	all customer service relating to the sales
Transaction;		(c) 	dispute resolution in connection with the sales
Transaction; and		(d) 	performance of the terms and conditions of thesales Transaction.

(xii) 	If the Merchant is specifically authorised by ANZ toaccept a Nominated Card as payment for goods orservices ordered by mail, telephone or Internet inaccordance with Condition 4(ii) or the Merchant isauthorised by a Cardholder to process Recurring
Transactions, the Merchant must ensure that theTransaction is correctly identified as a mail, telephone,Internet Order or Recurring Transaction.
(xiii) If a Merchant is authorised to process Recurring
Transactions, the Merchant must maintain appropriate
business practices to ensure that the Cardholder’sNominated Card information remains current, accurate
and complete (including where applicable, theNominated Card’s expiry date).

10(xiv)	If the Merchant is authorised to process Recurring
Transactions, the Merchant must also ensure that
Recurring Transactions are processed with the
Cardholder’s consent.
(xv) 	The Merchant is required to provide Cardholders with ameans of informing the Merchant of changes to card
account details and/or the Cardholder’s wish to cancel
payment arrangements. The Merchant is required toaction any Cardholder request to change and/or
cancel payment arrangements within 5 Business Daysof receipt of the Cardholder’s request.
(xvi)	The Merchant must not, without the prior writtenconsent of ANZ, process Transactions for any goods orservices unless delivery to the Cardholder will becompleted within twelve months of the date of theTransaction.
(xvii) The Merchant must comply with all applicable Laws,
any obligations in this Agreement and any reasonabledirection of ANZ in carrying out its obligations inprocessing Transactions under the Agreement. For the
avoidance of doubt, a breach of any Law including any
code of conduct specifically regulating or prohibiting
the retention by merchants of Cardholders’ personal
identification numbers, passwords or other codes orinformation that can be used to access a Cardholder’saccount will constitute a breach of this undertaking.
(xviii) T he Merchant must ensure that it processes all
Transactions in accordance with the requirements of
any Nominated Card Scheme rules that ANZ notifies tothe Merchant.
(xix) The Merchant must ensure that each Transaction isrecorded in Australian dollars except where ANZ has
given prior written approval to the Merchant to record
Transactions in other currencies.

7. AUTHORISATION(i)	For non-Recurring Transactions - the Merchant mustseek prior authorisation from the Authorisation Centre
for any Transaction where:		(a) 	in the case of a Credit Transaction:			(A) 	the value is in excess of the Authorised Floor
Limit; or			(B) 	the Transaction is key-entered into an
Electronic Terminal;11		(b) 	the Merchant is aware that, or considers it ispossible that, a signature is a forgery or isunauthorised or there is an unauthorised use orforgery of the Nominated Card;		(c) 	the account number appearing on the Nominated
Card does not correspond with the number
printed, encoded or otherwise shown on the
Nominated Card;		(d) 	the Cardholder presents a Nominated Card at atime which is not currently valid as shown on the
Nominated Card (where applicable);		(e) 	the signature panel on the Nominated Card isblank or the signature has been altered or defaced;		(f) 	the Electronic Terminal instructs the Merchant tocontact the Authorisation Centre; or		(g) 	the Transaction is of a certain type or class which
has been notified to the Merchant by ANZ as a
type or class of Transaction requiring authorisation.

(ii) 	For Recurring Transactions – the Merchant must obtain
authorisation for all Recurring Transactions and ensure
it has the Cardholder’s consent to process Recurring
Transactions. Where applicable, the Merchant mustensure the Nominated Card has a current validity date
and that the CVV2 is provided when processing thefirst Recurring Transaction against that NominatedCard. After processing the initial Recurring Transaction,
the Merchant must destroy the CVV2 in one of themanners set out in Condition 9(iv).
(iii) 	When the Merchant seeks authorisation, the Merchantmust ensure that the authorisation code appears oneach Transaction Voucher applicable to a Transaction.
(iv) 	The Merchant should seek to retain the Nominated
Card until authorisation is given. If the Merchant isrequested by the Authorisation Centre to retain the
Nominated Card, the Merchant should use reasonably
peaceful means to retain the Nominated Card and deal
with the Nominated Card in accordance with the
instructions of the Authorisation Centre.
(v) 	In the case of a Transaction involving a mail, telephoneor Internet order, authorisation is not a representation
or warranty to the Merchant that the purchase is madeby the Cardholder.
(vi) 	Authorisation of a Transaction is not a representation
or warranty by ANZ to the Merchant that a Transaction
is not an Invalid Transaction.
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(vii) 	ANZ may change a Merchant’s Authorised Floor Limit
immediately upon notice:		(a)	where ANZ has approved a change requested by
the Merchant;		(b)	where in ANZ’s reasonable opinion, the change isrequired to protect ANZ, the Merchant and/or
Cardholders from actual or suspected fraudulent
activity;		(c)	to enable the processing of transactions during
technical difficulties; or		(d)	where required by a change in Law or to theregulations, by-laws or rules of a Nominated Card
Scheme.

Where the Merchant’s Authorised Floor Limit is changed forany other reason, ANZ will provide the Merchant withreasonable notice of the change.

8. REFUNDS(i) The Merchant must:(a)	Establish a fair policy for giving Refunds and forexchanges or return of goods for sales Transactions,which complies with all applicable Laws including but
not limited to the “Australian Consumer Law”, as set out
in Schedule 2 of the Competition and Consumer Act
2010 (Cth).
(b)	The Merchant must disclose the Merchant’s Refund
policy to the Cardholder prior to the Transaction.
(c)	Where the Merchant is authorised to process
Transactions via the Internet in accordance with
Condition 4(ii), prominently display the Merchant’s
Refund policy on its website; and(d)	at all times act in accordance with the Terminal Guides
in processing Refunds.
(ii) In respect of any Transaction processed via the MasterCard
or Visa Nominated Card Schemes, if a Merchant:(a)	gives a Refund to a Cardholder, where possible, theMerchant must process the Refund to the same
Nominated Card on which the original Transaction wasmade;(b)	is unable to reasonably comply with Condition 8(ii)(a),subject to any applicable Laws and any relevant
requirements in the Terminal Guides, a Merchant may
process the Refund to a different Nominated Card,13which belongs to the same Cardholder as theNominated Card on which the original Transaction was
made; or(c)	is unable to reasonably comply with either Condition
8(ii)(a) or Condition 8(ii)(b), subject to any applicable
Laws and any relevant requirements in the Terminal
Guides, a Merchant may process the Refund using analternate means.
(iii) In respect of any Transaction processed via a Nominated
Card Scheme other than the MasterCard or Visa Nominated
Card Schemes, if a Merchant gives a Refund the Merchantmust process the Refund to the same Nominated Card on
which the original Transaction was made or otherwise inaccordance with the process set out in the relevant
Terminal Guides, unless otherwise required by Law.
(iv) The Merchant must not, without ANZ’s prior consent
process a Refund for:(a)	any purpose, other than to provide a Refund for an
original Transaction under and in accordance with thisCondition 8; or(b) an amount that is greater than the original Transaction.
(v) If a Merchant:(a)	processes a Refund other than to a Nominated Card
which belongs to the same Cardholder who made theoriginal Transaction;(b)	processes a Refund for an amount which is different tothe amount of the original Transaction;(c) processes a Refund to an incorrect Nominated Card; or(d)	makes any other errors or omissions when processing a
Refund,the Merchant may be liable for any losses, claims, damages
or costs (including consequential loss) arising directly or
indirectly in connection with the Refund or original
Transaction.

9. TRANSACTION INFORMATION(i) 	The Merchant must lodge Transactions with ANZ for
settlement in accordance with the Terminal Guides andany other reasonable directions from ANZ or a Nominated
Provider and:		14(a) 	in the case of a Transaction processed manually
within 3 Business Days after the Transaction;		(b) 	in the case of a Transaction processed through an
Electronic Terminal other than a Credit Authorisation
Terminal, immediately by entering the Transaction;and		(c) 	in the case of a Transaction processed
electronically by use of a Credit Authorisation
Terminal, within 3 Business Days after theTransaction.

(ii) 	The Merchant must retain information about aTransaction whether processed manually orelectronically for a period of 30 months from the dateof the Transaction or such other period required by
Law or reasonably notified by ANZ. The Terminal
Guides set out the information about a Transaction
which the Merchant must retain.
(iii) 	The Merchant must destroy any information about theTransaction on the later of:		(a) 	the expiry of the 30 month period; or		(b) t he date on which the Merchant has no further
business or legal reason for retaining theinformation.

(iv)	The Merchant must ensure that cardholder data is
destroyed in the following manner:
		(a) 	shred, incinerate or pulp hardcopy materials so that
cardholder data cannot be reconstructed; and		(b) 	render cardholder data on electronic media
unrecoverable so that cardholder data cannot bereconstructed.

(v) 	The Merchant must provide information about aTransaction which is requested by ANZ within 5
Business Days of receipt of the request.
(vi) 	The Merchant must provide any information orreporting reasonably required by ANZ.

10. SETTLEMENT OF
TRANSACTIONS(i) 	ANZ agrees:		(a) 	to accept all sales and cash Transactions processedby the Merchant in accordance with theAgreement and, subject to Condition 13.2, to credit
the Merchant Account with the full amount of such
Transactions on the basis that the debt due by the
Cardholder to the Merchant in respect of theTransaction is extinguished; and15		(b)	to accept all Refund Transactions processed by the
Merchant in accordance with the Agreement and to
debit the Merchant Account with the full amount ofeach Refund Transaction.

(ii) 	ANZ will issue a monthly record of Transactions
statement to the Merchant including a summary of thenumber of Debit Transactions and the number and total
amount of all Credit Transactions processed by ANZ to
the Merchant Account during the previous month.
(iii) 	Where ANZ is aware or has reason to believe that a
Transaction or Invalid Transaction is fraudulent or acounterfeit Nominated Card has been used for that
Transaction, ANZ reserves the right for a period of 30days to:		(a) 	withhold payment to the Merchant Account; and		(b) 	unless it otherwise agrees in writing, prevent the
debit of that part of the balance of the MerchantAccount or any account held by the Merchant with
ANZ, as is equal to the amount ANZ estimates may
become owing to it by the Merchant in respect ofthat Transaction.

		During that 30 day period, ANZ will investigate theTransaction to determine whether ANZ will either:		(c) 	refuse to process the Transaction and return theTransaction to the Merchant; or		(d) 	if the Transaction has been processed, charge that
Transaction back to the Merchant; and		(e) 	will set-off amounts owing to it by the Merchant inrespect of that Transaction against funds standing
to the credit of the Merchant Account or any
account held by the Merchant with ANZ.

(iv) Where:		(a) 	ANZ is aware or has reason to believe that a
Transaction or Invalid Transaction is fraudulent;		(b) 	ANZ assesses the Merchant as a high credit or fraud
risk;

		

(c) 	the Merchant has breached the Agreement; or		(d) 	ANZ otherwise determines on reasonable grounds
that deferred settlement is justified in order toprevent loss to the Merchant or ANZ,ANZ may defer settlements of any Transaction which occurs
during a period of up to three months following theoccurrence of the circumstance set out in (a) to (d) above (the“deferred period”). Such settlement may be deferred for up to16

2 Business Days. Immediately prior to the end of any deferredperiod, ANZ will review the relevant circumstance set out in (a)to (d) above, to determine whether deferred settlements
should continue and what period that deferral should be. ANZ
will advise the Merchant in writing of its decision oncompleting the review.

11. INVALID TRANSACTIONSA Transaction is invalid if:(i) 	the Transaction is illegal, including, without limitation,
because it is in breach of any Law governing, forexample, the sale of prescription medicines, controlled
substances or other regulated products;(ii) 	the date of the Transaction is a date after the Agreement
was suspended or the Merchant Account frozen inaccordance with Condition 29 or terminated inaccordance with Condition 30;(iii) 	the Merchant processes the Transaction knowing (or incircumstances where the Merchant should have known)that the signature on the Transaction Voucher is forgedor unauthorised;(iv) 	the Merchant processes the Transaction knowing (or incircumstances where the Merchant would reasonably
be expected to know) that the Nominated Card is usedwithout the authority of the Cardholder or in the case ofa mail, telephone or Internet order authorised by ANZ in
accordance with Condition 4(ii), the Transaction is not
authorised by the Cardholder;(v) 	the Merchant was notified by ANZ not to accept theNominated Card used in the Transaction;(vi) 	for non-Recurring transactions, the Nominated Card
used in the Transaction is not used at a time which iscurrently valid as shown on the Nominated Card (unlessotherwise advised by ANZ);(vii) 	for Recurring Transactions – the expiry date (whereapplicable) and CVV2 of the Nominated Card is notprovided with the initial Recurring Transaction;(viii) the Transaction Voucher is not completed in accordancewith the Agreement or is illegible;(ix) 	the particulars on the copy of the Transaction Voucher
given to the Cardholder are not identical with theparticulars on any other copy and the Merchant has notbeen authorised by ANZ in writing to accept copy
vouchers which are not identical;
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(x) 	the Transaction is recorded in a currency other thanAustralian dollars, except where ANZ has given priorwritten approval to the Merchant to record Transactionsin other currencies;(xi) 	the price charged for the goods or services to which theTransaction relates is more than the Merchant’s normal
price which is charged to the general public, except
where the additional amount represents the amount of
any credit card surcharge properly incurred or charged
by the Merchant;(xii) 	for:		(a) 	non-Recurring Transactions – the Transaction
requires authorisation by ANZ and the Merchantdoes not obtain such authorisation; and		(b) 	Recurring Transactions – the Transaction isunauthorised and/or does not contain a Recurring
Transactions flag;(xiii) t he Transaction value exceeds the Authorised Floor
Limit, and the Merchant did not obtain authorisation for
a Transaction above the Authorised Floor Limit;(xiv)	the Transaction requires authorisation by ANZ and theTransaction Voucher does not contain the authorisation
code;(xv) 	in ANZ’s reasonable opinion the Transaction relates to
one or more purchases made in the same Merchantestablishment which have been split into 2 or more
Transactions in an attempt to avoid the Authorised Floor
Limit;(xvi) t he Merchant has arranged without ANZ’s consent for a
person other than the Merchant to supply goods,
services or cash;(xvii) t he Merchant processes the Transaction knowing (or incircumstances where the Merchant should have known)that the Transaction is fraudulent;(xviii) the Cardholder has not received the goods or service as
required by the terms of the Transaction (and, in the casewhere the Merchant is not the provider of the goods orservices and acts as agent for the provider of the goods orservices, the goods or services have not been provided by
the principal) and the Merchant has failed to provide ANZ
with proof that:		a)	the Cardholder has received the goods or services;and		b)	the Cardholder is satisfied the goods and services
have been provided as required by the terms of the18Transaction,
		within 5 Business Days of ANZ’s request to do so;(xix) the goods or services to which the Transaction relates
were supplied from outside Australia without ANZ’sconsent;(xx) 	in the case of a Transaction being a mail, telephone orInternet order authorised by ANZ in accordance with
Condition 4(ii), the Merchant did not record Reasonable
Identification Details of the Cardholder and (whereapplicable) the expiry date of the Nominated Card;(xxi) except in the case of a mail, telephone or Internet orderauthorised by ANZ in accordance with Condition 4(ii),the Nominated Card was not presented to the Merchant;(xxii) in the case of a Transaction where the details are keyed
into an Electronic Terminal the Merchant did not recordon the Transaction Voucher Reasonable Identification
Details of the Cardholder;(xxiii) t he Merchant has not otherwise complied with theAgreement in connection with the Transaction and ANZ
is of the reasonable opinion that such non-compliance
may result in either ANZ or the Merchant suffering a loss;(xxiv) t he Transaction is processed by the Merchant on behalfof another person, or has allowed another person to use
the Merchant Facilities in connection with theTransaction, except under a bona fide agency
arrangement authorised in accordance with theAgreement;(xxv) the Merchant has accepted a Nominated Card as
payment for goods and services by mail, telephone orInternet order without specific authorisation in writing
by ANZ under Condition 4(ii);(xxvi) t he Merchant bills the amount of the Transaction direct
to the Cardholder or receives payment through the useof another card or by any other means;(xxvii) t he card number or truncated card number appearing
on the Transaction Voucher does not correspond withthe card number printed, encoded or otherwise shownon the Nominated Card used for the Transaction;(xxviii) t he Merchant fails to lodge Transactions with ANZ for
settlement in accordance with Condition 9(i);(xxix) the same Transaction is processed by the Merchantmore than once;19

(xxx) t he Merchant key-enters incorrect Transaction details
into the Electronic Terminal or key-enters the Transaction
otherwise than in accordance with the Terminal Guides;(xxxi) the Merchant manually processes a Transaction using adamaged Nominated Card which is not a valid
Nominated Card referred to in Condition 5(ii) withoutobtaining prior approval from ANZ;
(xxxii) in ANZ’s reasonable opinion, the Cardholder justifiably
disputes liability for the Transaction for any reason;(xxxiii) t he Cardholder makes a claim for set off or counterclaim in respect of the Transaction against ANZ;
(xxxiv) t he Transaction was processed in breach of therequirements of any Nominated Card Scheme rules
notified by ANZ to the Merchant under Condition
6(xviii) or of any other reasonable method determined
by ANZ; or(xxxv) the Transaction is not authorised by ANZ or theauthorisation request is declined for any reason.

12. CHARGEBACK(i) 	If a Transaction is an Invalid Transaction, ANZ may, at its
sole discretion (and without a request or demand from a
Cardholder):		(a) 	refuse to accept the Transaction; or		(b) 	if the Transaction has been processed, at any timewithin two years of the date of the Transaction,
charge that Transaction back to the Merchant bydebiting the Merchant Account or Retention
Account or otherwise exercising its rights under the
Agreement.

(ii) 	If ANZ receives a payment from a Cardholder relating toan Invalid Transaction that has been charged back to the
Merchant, ANZ will pay an amount equal to thatpayment to the Merchant less any amount which ANZ isentitled to withhold or set-off under the Agreement.
(iii) 	Despite any contract, arrangement or understanding to
the contrary, in respect of all Transactions processed by
the Merchant, the Cardholder will be entitled to initiate acharge back of the Transaction to the Merchant wherepermitted in accordance with the rules of the relevant
Nominated Card Schemes.

2013. MERCHANT ACCOUNTS
13.1 MERCHANT ACCOUNT(i)	The Merchant must maintain a Merchant Account for
the term of the Agreement.
(ii) 	The Merchant authorises ANZ to debit and credit the
Merchant Account for the purposes of the Agreement.
(iii) 	ANZ reserves the right acting reasonably to require theMerchant to maintain a minimum credit balance in the
Merchant Account during the term of the Agreement.
Any such minimum credit balance will be notified by
ANZ to the Merchant from time to time.
(iv) 	Where the Merchant Account is held with a financial
institution other than ANZ, the Merchant must
provide ANZ with a properly completed periodical
direct debit authority.
13. 2 RETENTION ACCOUNT(i) 	ANZ may at any time give the Merchant a Retention
Notice where, in the reasonable opinion of ANZ, theMerchant’s business gives rise to a significant risk offinancial loss to ANZ, the Merchant and/or Cardholders.
The Retention Notice must specify:		(a) the Retention Amount; and		(b) 	the proportion of the Merchant’s settlement
proceeds processed through the Merchant
Facilities to be retained in the Retention Account(“Retained Proceeds”).

(ii) 	If a Retention Notice is given to the Merchant and a
Retention Account has not previously been establishedin relation to the Merchant, ANZ will establish a
Retention Account in relation to the Merchant. No
interest is payable on the balance in the Retention
Account.
(iii) 	The Merchant authorises ANZ to:		(a) 	deduct the Retained Proceeds from the Merchant’s
settlement proceeds processed through the
Merchant Facilities and retain the Retained
Proceeds in the Retention Account. The balance ofthe Merchant’s settlement proceeds after the
Retained Proceeds have been deducted will only
be released to the Merchant Account inaccordance with this Agreement; and21		(b) 	debit the Retention Account in accordance with
Condition 12(i)(b) or otherwise as permitted by thisAgreement.

(iv) 	Once the balance of the Retention Account reaches
the Retention Amount, ANZ will continue to deduct
further Retained Proceeds from the Merchant’s
settlement proceeds processed through the Merchant
Facilities and retain these Retained Proceeds in the
Retention Account, but will release a corresponding
amount to the Merchant Account so that the balanceof the Retention Account (after any deductions madein accordance with this Agreement) remains at the
Retention Amount.
(v) Each of ANZ and the Merchant agree that:		(a) 	Retention Amounts standing to the credit of the
Retention Account shall only mature, and theMerchant may only request the withdrawal or
repayment of the Retention Amounts, with theconsent of ANZ. ANZ shall only give that consent
upon ANZ being satisfied that, in ANZ’s reasonable
opinion, the Merchant has no further liability to ANZ,
whether present or future, actual or contingent,
under or in respect of this Agreement, including
without limitation on account of chargebacks undercondition 12 (Chargebacks). This condition overrides
any other provision, document or agreement to thecontrary;		(b) 	on request from the Merchant from time to time,
ANZ may in its absolute discretion release
additional amounts from the Retention Account to
the Merchant Account; and		(c) 	none of the provisions of this agreement takeeffect to the extent that it creates (or would, but forthis subclause, create) a mortgage, charge, pledge,
lien or hypothecation over the Retention Account,the Retained Proceeds or any Retention Amount.

(vi) 	If this Agreement is terminated, this Condition willsurvive termination. Any amounts in the Retention
Account will only be released to the Merchant after aperiod of 12 months from the date of termination (orany other time notified to the Merchant by ANZ) or inaccordance with a schedule notified in writing by ANZ
to the Merchant (if sooner).

2214. I NFORMATION COLLECTION,
STORAGE AND DISCLOSURE
14.1 GENERAL(i) 	The Merchant must not sell, purchase, provide or
exchange any information or document relating to a
Cardholder, a Cardholder’s account number or aTransaction to any person other than ANZ, theNominated Card issuer or as required by Law. The
Merchant may disclose such information or document
to the Merchant’s employees, contractors or agents inthe course of conducting the Merchant’s business.
(ii) 	The Merchant must not take an imprint of, or record
any information relating to, a Nominated Card or
Cardholder, unless the imprint or information isrequired to process a Transaction being made at thattime or for the purposes of processing Recurring
Transactions against that Nominated Card which havebeen authorised by the Cardholder. For the avoidanceof doubt, the Merchant must not store prohibited
Cardholder data including magnetic stripe data (trackdata), EMV data (chip data) and the CVV2 after atransaction is complete and must immediately destroy
this information in one of the manners set out in
Condition 9(iv) after processing a non-Recurring
Transaction or after processing the initial Recurring
Transaction.
(iii) 	If permitted to record any information under Condition
14.1(ii) in respect of the Nominated Card, the Merchant
may only record the card account number, expiration
date and name of the Cardholder.
(iv) 	Except with ANZ’s prior written consent, the Merchantmust not request or retain a Cardholder’s personal
identification number, password or other code orinformation that can be used to access a Cardholder’saccount. Consent will only be given by ANZ in
exceptional circumstances and conditions may apply.
This Condition 14.1(iv) is a material obligation of the
Merchant under the Agreement.
(v) 	The Merchant must ensure that any full card-read data
in respect of Nominated Cards accessed by the
Merchant in connection with a Transaction (orotherwise in connection with the Agreement) is stored
only by the Merchant on an electronic file in a secureenvironment with restricted access in compliance with
the Compliance Requirements, for the sole purpose ofproviding documentation for exception processing.
23

The Merchant must not record, store, replicate orotherwise use full card-read data for any otherpurpose.
(vi) 	The Merchant must notify ANZ Merchant Services inthe event that the Merchant is aware or should
reasonably be aware that Cardholder data is being
used fraudulently or otherwise improperly.
(vii) 	The Merchant must take all steps that are, in thecircumstances, reasonable to ensure that Cardholder
data is protected against loss, theft, unauthorised accessor use, or other misuse.
(viii) The Merchant must immediately notify ANZ MerchantServices by telephone as soon as the Merchantbecomes aware (or should reasonably have becomeaware) that Cardholder data has been stolen, lost or
may otherwise have been compromised.
(ix)	Any breach of this clause 14.1 by the Merchant may
result in the Merchant being liable for any loss or costs
suffered or incurred by ANZ as a result of theft or lossof Cardholder data, or other breach of security inconnection with any loss arising from any
unauthorised or fraudulent use of Cardholder data that
occurs before the Merchant gives notice to ANZ in
accordance with clause 14.1.
14. 2 NOMINATED CARD SCHEMEOBLIGATIONS(i) 	The Merchant must provide ANZ with its Compliance
Action Plan (if required by any Nominated Card Scheme
for the purposes of complying with the Payment Card
Industry Data Security Standards (PCIDSS)) within 90
days of receiving a request from ANZ to do so. The
Merchant must also comply with the rules of any
Nominated Card Scheme as specified in this Agreement
or otherwise notified to the Merchant from time totime, including any obligations regarding compliancewith the PCIDSS. ANZ will notify the Merchant of any
such obligations and, to the extent practicable, will
provide the Merchant with a reasonable period of time
to comply with such obligations.
(ii) 	ANZ will notify the Merchant of any non-compliancealert received from a Nominated Card Scheme as aresult of the Merchant’s breach of the Nominated Card
Scheme rules (ANZ Notice). The ANZ Notice must:		24(a) 	specify any actions or remediation works to beundertaken by the Merchant in order to rectify thebreach set out in the alert from the Nominated
Card Scheme;

		

(b) n
 otify the Merchant of the deadline for rectifying
the breach set out in the alert; and		(c) 	(provided the alert was received in written format)
enclose either a copy of the alert or an extract of
the alert (determined in ANZ’s discretion) received
from the Nominated Card Scheme.

(iii) 	The Merchant must comply with the terms of any ANZ
Notice by the deadline specified by ANZ.
(iv) If:		(a) 	The Merchant fails to comply with the terms of the
ANZ Notice; or		(b) 	The Merchant is otherwise in breach of theNominated Card Scheme rules;		ANZ may receive a breach notification (which may
include a fine and/or penalty) from a Nominated Card
Scheme (Breach Notice). The Merchant acknowledges
that ANZ may receive a Breach Notice without having
received a non-compliance alert from the Nominated
Card Scheme. If ANZ receives a Breach Notice, ANZ will:		(A) 	promptly notify the Merchant of the Breach Noticeand (provided the notice was received in written
format) provide a copy of the notice or an extractof the notice (determined in ANZ’s discretion) to
the Merchant;		(B) 	notify the Merchant of the deadline for paying thefine and/or penalty (such deadline not to exceed
30 days from the date of ANZ’s notice); and		(C) 	provide the Merchant with the opportunity to discuss
the nature of the Breach Notice and any actions orremediation works which may be necessary to assist
the Merchant avoid another Breach Notice in respectof the same matter in the future, providing howeverthat any discussions between the parties does notwaive or otherwise remove the Merchant’s obligation
to pay the fine and/or penalty imposed by the
Nominated Card Scheme.

(v) 	The Merchant must pay the fine and/or penalty
detailed in the Breach Notice to ANZ within thetimeframe specified by ANZ and in a manner agreed
between the parties.
(vi) 	For the avoidance of doubt, the Merchant agrees that it
is liable for all fines and/or penalties imposed by the
Nominated Card Schemes (whether imposed on ANZor the Merchant directly) as a result of the Merchant’s
breach of the Nominated Card Scheme rules.
25

(vii) 	In this Condition 14.2, “Merchant” means the person
named as merchant in the Letter of Offer (Person) or,
where appropriate, a service provider appointed by the
Person to carry out any function which is in any way
connected with the Merchant Facilities (Service
Provider). It is the Person’s obligation to notify aService Provider of its obligations under this Condition.
14.3 PRIVACY AND CONFIDENTIALITY(i) 	ANZ will collect and use information about you during
the course of your relationship with ANZ. This
Condition 14.3 sets out when and how ANZ may
collect, use and disclose this information.
(ii) 	If you are a corporation, you agree to obtain theconsent of your directors and shareholders for ANZ tocollect, use and disclose their personal information asprovided in this Condition 14.3.
(iii) 	It is important that the information ANZ holds about
you is up to date. You must let ANZ know when
information you have provided ANZ has changed.
(iv) 	Unless otherwise stated, this clause applies toindividuals and non-individuals (e.g. companies).
Collection, use and disclosure of information(v) 	ANZ may use and disclose the information we collectabout you for the following purposes:		- 	to assist in providing information about a product orservice;		- 	to consider your request for a product or service;- 	to enable ANZ to provide a product or service;		 - 	to tell you about other products or services that may
be of interest to you;		 - 	to assist in arrangements with other organisations(such as loyalty partners) in relation to the promotion
or provision of a product or service;		 - 	to manage accounts and perform otheradministrative and operational tasks (including risk
management, systems development and testing,credit scoring, staff training, collecting debts andmarket or customer satisfaction research);		 - 	to consider any concerns or complaints you raise
against ANZ and/or to manage any legal action
involving ANZ;

26

		 - 	to identify, prevent or investigate any fraud, unlawful
activity or misconduct (or suspected fraud, unlawful
activity or misconduct);		 - 	to identify you or establish your tax status under any
Australian or foreign legislation, regulation or treaty
or pursuant to an agreement with any tax authority;and		 - 	as required by relevant Laws, codes of practice andexternal payment systems.
Absence of relevant information(vi) 	If you do not provide some or all of the information
requested, ANZ may be unable to provide you with aproduct or service.
Information required by law etc.
(vii) 	ANZ may be required by relevant laws to collectcertain information from you. Details of laws that
require us to collect information about individuals(personal information) and why these laws require us
to collect personal information are contained in ANZ’s
Privacy Policy and at www.anz.com/privacy.
Providing your information to others(viii) ANZ may provide your information to:		 - 	any related entity of ANZ which may use theinformation to: carry out ANZ’s functions andactivities; promote its own products and services;
assess your application for one of its products orservices; manage your product or service; perform
administrative and operational tasks (including debt
recovery); or comply with regulatory requirements
and prudential standards;
		 - 	an organisation that is in an arrangement with ANZ tojointly offer products and/ or has an alliance with
ANZ to share information for marketing purposes(and any of its outsourced service providers or
agents), to enable them or ANZ to: provide you withproducts or services; and/or promote a product orservice;		 - 	any agent, contractor or service provider ANZ
engages to carry out or assist its functions andactivities (for example, mailing houses or debt
collection agencies);		 - 	an organisation that assists ANZ to identify, preventor investigate fraud, unlawful activity or misconduct;27		 - 	regulatory bodies, government agencies, law
enforcement bodies and courts;
		 - 	other parties ANZ is authorised or required by Law or
court/ tribunal order to disclose information to;		 - 	participants in the payments system (including
Nominated Card Schemes, payment organisations
and merchants) and other financial institutions (suchas Nominated Card issuers or banks);
		 - 	other credit providers;		 - 	insurers and reinsurers;
		 - 	any person who introduces you to ANZ;		 - 	your referee(s);		 - 	your joint borrower(s) or account holder(s); and		 - 	your authorised agents; your executor, administrator
or trustee in bankruptcy; your legal representative;
your attorney; or anyone acting for you in connection
with your account.
(ix) 	If you are an individual and do not want us to tell you
about products or services, phone 13 13 14 or your ANZ
Manager to withdraw your consent.
(x) 	ANZ may disclose information to recipients (including
service providers and ANZ’s related entities) which are(1) located outside Australia and/or (2) not establishedin or do not carry on business in Australia. You can finddetails about the location of these recipients in ANZ’s
Privacy Policy and at www.anz.com/privacy.
Credit Reporting(xi) 	If you are an individual customer, you agree that ANZ
may obtain information about your credit history andcredit worthiness, including credit liabilities,
repayments and defaults, from a credit reporting body(including a body that provides information oncommercial activity and commercial credit worthiness)and use it to assess any application for credit, tomanage your credit and for the purposes of debt
collection. ANZ may also disclose information about
you to credit reporting bodies.
		Information about credit reporting, including thename and contact details of these credit reporting
bodies, when ANZ may disclose your information tothem to include in a report about your credit
worthiness, and how you can request credit reporting
bodies not use your information in certain
circumstances, is available at www.anz.com/privacy.
28

		If you would like a hard copy of ANZ’s Privacy Policy
please call 13 13 14 or visit any ANZ branch.
ANZ Privacy Policy(xii) ANZ’s Privacy Policy (www.anz.com/privacy) contains
information about:		 - 	the circumstances in which ANZ may collect personal
information from other sources (including from athird party);		 - 	how to access personal information and seekcorrection of personal information; and		 - 	how you can raise concerns that ANZ has breachedthe Privacy Act or an applicable code and how ANZ
will deal with those matters.
Collecting sensitive information(xiii) A NZ will not collect sensitive information about you,such as information about your health, without yourconsent.
Personal information you provide about someone else(xiv) If you give ANZ personal information about someone
else, please show them a copy of this Condition 14.3 sothat they may understand the manner in which theirpersonal information may be used or disclosed by ANZ
in connection with your dealings with ANZ.

15. AUDIT
If there is a dispute involving a Transaction or ANZ suspects
that fraud is involved, the Merchant authorises ANZ, or its
agent, to enter the Merchant’s Premises during the Merchant’s
normal business hours to examine and take copies of the
Merchant’s books of account and records as they relate to thedisputed transaction or suspected fraud.

16. F
 EES, CHARGES, OTHERPAYMENTS AND GST(i) 	The Merchant must pay to ANZ the fees, charges, fines
and/or penalties described in the Agreement (bothactual and contingent), the Application and the Letterof Offer at the times and in the manner set out in theAgreement, that Application and the Letter of Offer (asthe case may be), as varied under Condition 16(v) fromtime to time.
29

(ii) 	The Merchant authorises ANZ to debit the MerchantAccount without notice for:		(a) 	all fees, charges and costs owing to ANZ by the
Merchant under the Agreement;		(b) 	the value of any over credits paid by ANZ to the
Merchant due to errors and omissions;		(c) 	all credits paid by ANZ in respect of Transactions
which are Invalid Transactions;		(d) 	the full amount of any Refund Transaction less any
amounts in respect of such Transaction alreadydebited to the Merchant Account;		(e) 	all Taxes incurred or payable by ANZ in connection
with the Agreement, the Merchant Facilities, anytransaction contemplated by the Agreement, theMerchant Account or any Electronic Terminal;		(f) 	all fines, penalties and other charges incurred by
ANZ as a result of any act or omission of the
Merchant including a breach of this Agreement by
the Merchant;		(g) 	any fees, charges or penalties imposed on ANZ by
any Nominated Card Scheme due to the nature of
the Merchant’s business;		(h) 	all fines and/or penalties levied by a Nominated
Card Scheme as a result of the Merchant’s breachof any Nominated Card Scheme rules specified inthis Agreement or otherwise notified to the
Merchant from time to time; and		(i) 	all other amounts owing to ANZ by the Merchantunder the Agreement.

If ANZ debits the Merchant Account, ANZ will give theMerchant written notice that ANZ has done this.
(iii) 	The Merchant must pay on demand by ANZ any
amount referred to in Condition 16(ii) which remains
unpaid by the Merchant because there are insufficient
funds in the Merchant Account to satisfy the paymentof that amount in full.
(iv) 	ANZ may continue to charge the Merchant the
Terminal Rental Fee for an Electronic Terminal and forstationery, promotional materials, Transaction
Vouchers, Card Imprinters or equipment (including
Merchant and Terminal ID Cards) supplied inconnection with the Agreement until the Merchanthas returned all of these items or they have otherwise
been recovered by ANZ, irrespective of whether the
Agreement has been terminated or (in relation to the30Terminal Rental Fee)another Electronic Terminal has
been provided.
(v) 	ANZ reserves the right to vary the fees and charges inaccordance with Condition 32.
16A. GST(i) 	Terms used in this Condition 16A have the same
meaning as those defined in the A New Tax System(Goods and Services Tax) Act 1999 (“GST Act”) unlessprovided otherwise.
(ii) 	The parties each have an ABN and are registered forGST.
(iii) 	Subject to Condition 16A(v), any fees payable underthe Agreement are inclusive of all Australian state,federal, sales, excise, personal property, and othertaxes, stamp duty, customs and other duties or levies.
(iv) 	Any reference in this Agreement to fee, price, value,
sales, revenue, or similar amount (“Revenue”) shall be areference to that Revenue exclusive of GST, unless andto the extent that the Revenue is expressly agreed to
be GST inclusive.
(v) 	If any supply made under or in connection with thisAgreement is subject to GST, the supplier may increase
the consideration otherwise provided for by theamount of that GST and recover such additionalamount from the party liable for payment of theconsideration. This clause does not apply to the extent
that the consideration is expressly agreed to be GST
inclusive.
(vi) 	If the recipient is required to reimburse the supplier for
any costs, the amount must be reduced to the extent
that the supplier is entitled to claim an input tax credit
in respect of those costs. A party will be assumed tohave an entitlement to claim a full input tax credit
unless it demonstrates otherwise prior to the date on
which the consideration must be provided.
(vii) 	No payment of any amount in respect of GST is
required until the supplier has provided a tax invoice oradjustment note, as the case may be, to the recipient.
The supplier must provide a tax invoice or adjustment
note to the recipient as required by the GST Act.

31

17. MERCHANT WEBSITES
If the Merchant is specifically authorised by ANZ in accordancewith Condition 4(ii) to accept a Nominated Card as payment
for goods or services ordered via the Internet:(i) 	In addition to information set out in the Terminal
Guides or as otherwise reasonably notified by ANZ
from time to time, the Merchant’s website must
contain all of the following information:		(a)	a complete description of the goods or services
offered;		(b)	a returned merchandise and refund policy;		(c) 	a customer service contact, including electronic
address and/or telephone number and thephysical address of the Merchant’s Premises;		(d) 	any export or legal restrictions (if known);		(e) 	a delivery policy (including the delivery cost, if any);		(f) 	a privacy policy (including the Merchant’s policy
on dealing with Cardholder information);		(g) 	security capabilities and the Merchant’s policy fortransmission of Cardholder’s details;		(h) 	the “Visa Flag Symbol”, in full colour, to indicate
Visa card acceptance; and		(i) 	the MasterCard logo, in full colour, to indicate
MasterCard acceptance; and		(j)	the UnionPay logo, in full colour, to indicate
UnionPay acceptance.

(ii) 	Except with ANZ’s prior written consent, thetransaction currency on the Merchant’s website must
be in Australian dollars only;(iii) 	The country of domicile of the Merchant must be
Australia;(iv) 	The Merchant must complete a Secure Internet Site
Declaration to ANZ’s satisfaction;(v)	The Merchant must, at the Merchant’s cost, arrange for
the Merchant’s website to be prepared and maintainedin accordance with ANZ’s reasonable requirements,
including those requirements applicable to Internet
security standards as described in the relevant Terminal
Guides or otherwise notified by ANZ in writing fromtime to time; and32

(vi) 	The Merchant must, at its cost, immediately rectify any
security or processing faults or issues identified byeither:		(a) the Merchant; or		(b) ANZ and notified to the Merchant.

18. ELECTRONIC TERMINALSThis Condition 18 applies if the Merchant has requested and
ANZ has agreed the Merchant may process Transactions
electronically, or where ANZ has nominated an Electronic
Terminal for the Merchant to use in accordance with
Condition 6(x).
18.1 GENERAL(i) 	Unless otherwise agreed the Merchant must arrange at
the Merchant’s cost for an approved
telecommunication supplier to install and maintain allnecessary telecommunications infrastructure andassociated services (including, for example, atelephone line or wireless communications device andany Internet services) to enable the use of theElectronic Terminal. ANZ is not responsible formaintaining any telecommunications requirements inconnection with the Agreement.
(ii) 	The Merchant must arrange at the Merchant’s cost forthe preparation of the location of the Electronic
Terminal in accordance with ANZ’s reasonablerequirements, including those requirements applicableto site security standards and suitable power supply
described in the Merchant Operating Guides or asotherwise notified by ANZ in writing.
(iii) 	The Electronic Terminal site must enable the
Cardholder to use the Electronic Terminal instruction
keypad without the Cardholder’s use of the keypad
being observed by either security cameras,
observation mirrors, reflective surfaces or by any otherperson, including by closed circuit television andinternal monitoring devices.
(iv) 	The Merchant must notify ANZ Merchant Services
immediately if any Electronic Terminal (or part of an
Electronic Terminal) is not operating, is malfunctioningor has (or the Merchant suspects it has) been tamperedwith in any way.
(v) 	The Merchant must use reasonable care and diligenceto prevent and detect unauthorised use of any
Electronic Terminal.
33

(vi) 	The Merchant must allow any properly authorised andsuitably identified ANZ employee, agent or contractor
free access to Electronic Terminals during normal
business hours for the purposes of inspection or
testing of Electronic Terminals and in the event ANZ
has supplied the Electronic Terminal, for the purposesof installation, maintenance and removal of theElectronic Terminal.
(vii) 	The Merchant must not, without ANZ’s prior writtenconsent (such consent not to be unreasonably
withheld):		(a) 	remove or relocate an Electronic Terminal; or		(b) 	make any alteration or addition to an Electronic
Terminal or otherwise tamper with an Electronic
Terminal.

If ANZ provides such written consent, all costs applicable to
the removal, relocation or change to the Electronic Terminal
are payable by the Merchant.
(viii) If ANZ determines that the continued use of theElectronic Terminal by the Merchant may cause loss to
the Merchant or ANZ (through fraudulent activities orotherwise) ANZ may require the Merchant to replacethat Electronic Terminal with another Electronic
Terminal nominated by ANZ.
18. 2 ELECTRONIC TERMINALS SUPPLIED BY
ANZ(i) 	If an Electronic Terminal is supplied by ANZ, theMerchant must:		(a) 	use the Electronic Terminal for the purposes of theAgreement; and		(b) 	use the Electronic Terminal in accordance with theAgreement and any applicable manufacturer’s
manual, warranty or Conditions of use(ii) 	The Merchant agrees that the Electronic Terminal
remains the property of ANZ and undertakes to protect,and not prejudice, ANZ’s proprietary right to theElectronic Terminal.
(iii)	The Merchant must notify ANZ Merchant Services inthe event that the Merchant is aware or should
reasonably be aware that the Electronic Terminal isbeing used fraudulently or otherwise improperly.
(iv) 	The Merchant is responsible for any loss, theft or
damage to the Electronic Terminal including theamount of any Electronic Terminal non-recovery fee that34

ANZ may charge the Merchant, in ANZ’s absolute
discretion. In the event of such loss, theft or damage, theMerchant must pay ANZ the actual cost of repairing or
replacing (either with a new on second-hand Electronic
Terminal of the same, or substantially the same makeand/or model) the Electronic Terminal.
(v) 	The Merchant must take proper care of and maintainregular servicing of the Electronic Terminal as directedby ANZ. The Merchant is responsible for all
maintenance costs as advised by ANZ including
payment for the costs of any repairs to or replacementof the Electronic Terminal which are necessary becauseof the Merchant’s neglect or misuse.
18.3 ELECTRONIC TERMINALS NOTSUPPLIED BY ANZ(i) 	If an Electronic Terminal is not supplied by ANZ the
Merchant must:		(a) 	obtain ANZ’s written consent before using theElectronic Terminal to process Transactions;		(b) 	use the Electronic Terminal for the purposes of theAgreement; and		(c) 	use the Electronic Terminal in accordance with theAgreement and the supplier’s agreement with the
Merchant.

(ii) 	The Merchant must, at the Merchant’s cost, comply
with all security requirements reasonably requested by
ANZ before, and as long as, the Electronic Terminal isused for processing Transactions under the Agreement.
(iii) 	The Merchant must take proper care of and maintainregular servicing of the Electronic Terminal.

19. E LECTRONIC TERMINALSAND CARD IMPRINTERS SECURITY(i) 	The Merchant must take all steps that are, in thecircumstances, reasonable to ensure that each Electronic
Terminal and each Card Imprinter is protected against
loss, theft, unauthorised access or use, modification orother misuse. The Merchant agrees that such steps
include, ensuring that, at the start and at the close ofbusiness each day, each Electronic Terminal and each
Card Imprinter is secure and has not been lost or stolenor tampered with in any way.
35

(ii) 	The Merchant must immediately notify ANZ MerchantServices by telephone as soon as the Merchantbecomes aware (or should reasonably have becomeaware) that an Electronic Terminal or Card Imprinterhas been stolen, lost or may otherwise have beenaltered, tampered with or compromised.
(iii) 	Any breach of this Condition 19 by the Merchant may
result in the Merchant being liable for any loss or costs
suffered or incurred by ANZ as a result of theft or lossof, or other breach of security in connection with, anElectronic Terminal or Card Imprinter, including, anyloss arising from any unauthorised or fraudulent use of
an Electronic Terminal or Card Imprinter that occurs
before the Merchant gives notice to ANZ in accordancewith Condition 19(ii).
(iv) 	If the Merchant:		(a) ceases trading; or		(b) 	no longer requires the Merchant Facilities,

		the Merchant must, within 7 days of either (a) or (b)above occurring, terminate the Agreement inaccordance with Condition 30.

20. MERCHANT OPERATINGGUIDES
ANZ will provide the Merchant with all applicable MerchantOperating Guides at ANZ’s cost. The Merchant Operating
Guide includes policies, procedures and other information the
Merchant requires for the day-to-day operation of the
Merchant Facilities, including requirements set down under
Nominated Card Scheme rules.

21. TRAINING(i) 	The Merchant agrees to participate in any training
offered by ANZ (at ANZ’s expense) that is in any way
connected with the provision of Merchant Facilities
under this Agreement.
(ii) 	ANZ will be deemed to have provided training to the
Merchant if it has provided training to an employee,
contractor or agent of the Merchant.
(iii) 	The Merchant is responsible at the Merchant’s cost fortraining the Merchant’s employees, contractors or
agents who are to operate Electronic Terminals orotherwise process Transactions so that those employees,
36contractors and agents are familiar with the Merchant’s
obligations under the Agreement and Transactions areprocessed in accordance with the Agreement.

22. S
 UPPLY OF CARD IMPRINTERS
AND STATIONERYANZ will supply the Merchant with, and may charge the Merchantfor the supply of, Card Imprinters, Transaction Vouchers and otherstationery requirements in accordance with the Letter of Offer oras otherwise agreed by ANZ from time to time in writing.

23. INDEMNITY
The Merchant indemnifies ANZ against all claims, damages,
actions, losses and liabilities (including all fines, penalties and othercharges incurred by ANZ as a result of any act or omission of the
Merchant) which ANZ or any of its employees, contractors or
agents suffers or incurs arising directly or indirectly from:(i) 	the negligence or fraud of the Merchant or an
employee, contractor or agent of the Merchant;(ii)	the failure of the Merchant, or an employee, contractor
or agent of the Merchant, to observe any of the
Merchant’s obligations under the Agreement;(iii) 	any dispute arising between the Merchant and theCardholder in respect of the supply, use, quality or
fitness for purpose of goods or services or theprovision of cash;(iv) 	any use of an Electronic Terminal or Card Imprinter by
the Merchant or its employees, contractors or agents;(v) 	any representation, warranty or statement made by the
Merchant or its employees, contractors or agents to
the Cardholder; or(vi) 	any misrepresentation, breach of contract and/or failureof consideration relating to any contract for the supply
of goods or services by the Merchant to a Cardholder,
except that the Merchant is not obliged to indemnify
ANZ or its employees, contractors or agents against any
claims, damages, actions, losses or liabilities which aresolely the result of the fraud, wilful default or grossnegligence of ANZ or its employees, contractors or
agents. ANZ will also take reasonable steps to mitigate
any claims, damages, actions, losses or liabilities which
are the subject of this indemnity.

37

24. ANZ LIABILITY(i) 	To the extent permitted by Law, ANZ will not be
responsible for any loss or damage (including
consequential loss or damage) suffered by the
Merchant under the Agreement including, but notlimited to, loss or damage suffered because an
Electronic Terminal or any telephone line or othercommunications device or service is malfunctioning or
not operating, except direct loss or damage
attributable to the negligence or wilful default of ANZ.
		To remove any doubt and without limiting thegenerality of this provision, ANZ services and Merchant
Facilities are dependent on messaging,communications, processing and other systems which
are subject to interruption or breakdown for a varietyof reasons. ANZ will take all commercially reasonable
steps to reduce the duration should such interruption
or breakdown occur but will not otherwise have any
liability for any failure, delay or other matter resulting
from it.
(ii) 	If an Electronic Terminal supplied by ANZ ismalfunctioning or not operating, ANZ’s liability is only
to repair or replace the Electronic Terminal.
(iii) 	ANZ is not liable for any loss, liability or damage whicha Merchant may suffer or incur resulting from ANZ’s
failure to credit the Merchant Account due to technicalor administrative difficulties relating to the banking
system used for the transfer of funds to the MerchantAccount.

25. THIRD PARTY BUREAUSERVICES
ANZ is not responsible for the acts or omissions of any third
party which provides services, including processing services, tothe Merchant in connection with the Merchant Facilities. For
the avoidance of doubt, ANZ is not liable for any losses, claims,
damages, costs, terms or expenses suffered by the Merchant(including consequential loss) arising from or in connection
with any act or failure to act by such third party in connection
with a Transaction.

38

26. A PPOINTMENT OF AGENT,SUBCONTRACTOR OR
OTHER PARTY(i) 	The Merchant must not appoint any agent or
subcontractor or a person in any other capacity (“anAppointee”) to carry out the performance of any of the
Merchant’s obligations under the Agreement without
the specific written agreement of ANZ.
(ii) 	If ANZ agrees to the appointment of an Appointee theMerchant will be responsible for any act or omission ofthat Appointee as if the Merchant had performed suchact or omission.

27. PROMOTIONAL MATERIAL(i) 	ANZ will supply the Merchant with Nominated Cardsigns, decals and other promotional material as agreed
in the Letter of Offer or otherwise in writing from time
to time.
(ii)	The Merchant must prominently display in the
Merchant’s Premises each Nominated Card decal andother promotional material supplied by ANZ or ANZ’sauthorised representative.
(iii) 	Where the Merchant is authorised in writing by ANZ toaccept Internet orders, the Merchant must display
logos, signs or other promotional material supplied by
ANZ or ANZ’s authorised representative on the
Merchant’s website wherever payment options arepresented to the Cardholder.
(iv) 	The Merchant must not use any promotional material
in relation to ANZ or any Nominated Card Scheme
except as authorised by ANZ. The Merchant must not
use the name, logo, any trademarks, brand names,business names or copyright belonging to ANZ or any
Nominated Card Scheme without the prior written
approval of ANZ.
(v) 	The Merchant authorises ANZ to publish the name,address, telephone number, facsimile number andemail address of the Merchant and to use any logo
applicable to the Merchant in any correspondence,
circular or publication of ANZ.
(vi) 	The Merchant must only advertise goods and services
which can be purchased with a Nominated Card inAustralian currency or any other currency authorised inwriting by ANZ.
39

28. R EPRESENTATIONS AND
WARRANTIES(i) 	When the Merchant supplies Transaction details to
ANZ, whether the Transaction is processed
electronically or manually, the Merchant represents
and warrants to ANZ that:		(a) all Transaction details are true and correct;

		(b) 	the Merchant has complied with the requirementsof the Agreement applicable to processing ofTransactions;		(c) 	the Merchant is not aware of any fact which would
cause the Transaction to be an Invalid Transaction;		(d) 	the Merchant has complied with all applicable
Laws in carrying out its obligations in connection
with the Transaction under the Agreement; and		(e) 	the information the Merchant has provided ANZ in
the Application remains true and correct and not
misleading in any material respect.

(ii) 	The Merchant represents and warrants to ANZ that the
Merchant has power to enter into and perform its
obligations under the Agreement and that theAgreement is valid, binding and enforceable against
the Merchant.
(iii) 	The Merchant represents and warrants to ANZ that the
information the Merchant has provided ANZ in the
Application is true and correct and not misleading in
any material respect.
(iv) 	The Merchant acknowledges that the issue of a
Nominated Card to a Cardholder is not a
representation or warranty by ANZ or the Nominated
Card issuer as to the Cardholder’s credit worthiness or
identity.
(v)	The Merchant represents and warrants to ANZ that the
Merchant has complied with all applicable Laws incarrying out its obligations under the Agreement.

29. S
 USPENSION OF MERCHANT
FACILITY OR FREEZING OF
MERCHANT ACCOUNT(i) 	ANZ reserves the right to suspend the Merchant
Facilities or freeze the Merchant Account and refuse toallow withdrawals of funds from the Merchant40

Account, or both suspend the Merchant Facilities andfreeze the Merchant Account, immediately on notice tothe Merchant if any of the events listed in Condition
30(ii) occurs.
When exercising this right ANZ is not required to notify the
Merchant of the date on which the suspension or freezing of
the Merchant Account, or both, as the case may be, will end.
(ii) 	When ANZ suspends the Merchant Facilities or freezes
the Merchant Account, or both, as the case may be:		(a)	the Merchant must not accept any NominatedCards as payment for goods or services; and		(b) 	ANZ is not obliged to accept any Transactions
processed by the Merchant after notification ofsuspension.

(iii) 	ANZ may during the period of suspension or freezingof the Merchant Account, or both, as the case may be,terminate the Merchant Facilities under Condition 30.

30. TERMINATION(i)	ANZ may at any time terminate the Agreement bygiving the Merchant notice in writing. The Merchant
may at any time terminate the Agreement by giving
ANZ notice:		a)	by calling ANZ Merchant Services to request
closure of the Merchant Facility and receiving
acknowledgment of this request from ANZ; or		b)	where instructed by ANZ, by completing theMerchant Maintenance Form to request closure of
the Merchant Facility.

			The notice does not need to include any reason
and will take effect:		c)	where no Electronic Terminal(s) are supplied by
ANZ under the Agreement, on the date of such
notice; or		d)	where Electronic Terminal(s) are supplied by ANZ
under the Agreement, on the date which is theearlier of:			(A)	the date on which all Electronic Terminal(s) arereturned by the Merchant and/or recovered by
ANZ; or			(B)	the date that is 30 days from the date on which
the notice was given.
41

(ii) 	ANZ may terminate the Agreement immediately by
notice to the Merchant should any of the following
occur:
		(a) 	an Insolvency Event occurs in relation to the
Merchant;		(b) 	the Merchant breaches any of its material
obligations under the Agreement;		(c) 	the Merchant does not process any Transactions
with ANZ for a continuous period of six months;

		(d) 	in ANZ’s reasonable opinion, the Merchant isinvolved in an unacceptably high number ofchargebacks, Refund requests or retrieval requests,
without justification acceptable to ANZ;		(e) 	it becomes illegal or impossible in practice for ANZ
to continue to provide the Merchant Facilities tothe Merchant (including because the provision of
the Merchant Facilities would breach a material
requirement of a Nominated Card Scheme);

		(f) 	the Agreement becomes in whole or a materialpart void, voidable or unenforceable or a claim is
made to that effect, in each case because of achange in the Law or a change in thecircumstances of the Merchant;		(g) 	the Merchant processes a Transaction that the
Merchant knew, or ought to have known, wasfraudulent or illegal;		(h) 	ANZ reasonably determines that the continued
provision of the Merchant Facilities to the Merchant
may damage the reputation of ANZ or otherwise
reasonably considers that ANZ or the Merchant
may suffer loss if it continues to provide theMerchant Facilities to the Merchant;		(i) 	any of the information provided by the Merchantin the Application or otherwise to ANZ is or
becomes incorrect, or false or misleading in amaterial respect;		(j) 	the Merchant’s details and other information
disclosed in the Application materially changes,
including, but not limited to, a change to thenature and type of business conducted by the
Merchant; or		(k) 	the Cardholder has not received the goods orservices as required by the terms of the Transaction(and, in the case where the Merchant is not theprovider of the goods or services and acts as agent

42

for the provider of the goods or services, the goods
or services have not been provided by theprincipal) and the Merchant has failed to provide
ANZ with proof of receipt of, and satisfaction with,the goods or services by the Cardholder within 5
Business Days of ANZ’s request to do so.
(iii) 	Termination of the Agreement or any part of it does
not affect any rights or obligations of the Merchant or
ANZ that arose prior to termination. In particular, any
obligation the Merchant has under the Agreement toindemnify ANZ or to pay ANZ any amounts (including
costs), is a continuing and independent obligation andsurvives even if the Agreement is terminated. All
Transactions made prior to termination are subject tothe terms of the Agreement.
(iv) 	The Merchant Facilities will be closed by ANZ within 30
days of the date on which the Merchant Agreement
was terminated.
(v)	If ANZ receives a Transaction Voucher after terminationof the Agreement, ANZ reserves the right, at its option,
to return the Transaction Voucher to the Merchant or
to retain the Transaction Voucher. If ANZ decides toretain the Transaction Voucher, the Merchant is notentitled to any payment for the Transaction in respectof the Transaction Voucher until such time as ANZ has
received payment and no chargeback claim can bemade by the issuer of the Nominated Card inconnection with the Transaction Voucher.
(vi) 	On giving or receiving a notice to terminate theAgreement, the Merchant must immediately arrange
with ANZ for the recovery of all stationery (excluding
stationery paid for by the Merchant), promotional
material, Transaction Vouchers, Card Imprinters orequipment (including Electronic Terminals) supplied inconnection with the Agreement.
(vii) 	If the Agreement is terminated for any reason , ANZ
reserves the right to charge the Merchant a closureadministration charge, in accordance with the Letter ofOffer or other agreement, as the case may be.
(viii) The Merchant authorises ANZ to:		(a) 	disclose to any person the fact that all or part of
the Agreement has been terminated;		(b) 	disclose information concerning the termination
and reasons for termination of all or part of theAgreement to any credit provider or Nominated
Card Scheme; and43		(c) 	give a banker’s opinion to other financial
institutions with whom the Merchant may makeapplication for other merchant facilities.

The Merchant acknowledges that the disclosure of thisinformation may affect the Merchant’s ability to successfully
apply for merchant facilities in the future.
(ix) 	The obligations contained in Conditions 12, 13, 14, 16,
16A, 18, 19, 23, 24, 29, 30, 31 and 45 survive terminationof the Agreement.

31. SET OFF(i) 	ANZ may upon notice to the Merchant set off any
Liability owed by ANZ to the Merchant on any accountagainst any Liability owed by the Merchant to ANZ
under or in connection with this Agreement, andincluding without limitation, ANZ may:		(A)	combine or consolidate the Retention Account(where such account is opened in the name of the
Merchant) with any other account in the name of
the Merchant at any branch or office of ANZ (inAustralia or elsewhere); or		(B)	appropriate and apply amounts standing to thecredit of the Retention Account in or towards thepayment or discharge of any Liability owed by the
Merchant to ANZ.

For the purposes of this Condition, “Liability” means any debt
or monetary liability or any other claim which is capable ofbeing reduced to or expressed as a monetary liability. Liability
includes future or contingent liability (in addition to present
and actual liability) where ANZ has reasonable grounds tobelieve the liability will arise in the future and that if therelevant amounts are not set off, they may not be possible torecover in the future.
(ii) 	If ANZ exercises its right of set off, combination orappropriation under Condition 31(i) in respect of any
Liability that is contingent, unascertained or
unliquidated, ANZ may estimate the amount of that
Liability in good faith and exercise its right of set off,
combination or appropriation in respect of that
estimate.
If the actual liability proves to be less than the amount set off,
combined or appropriated, ANZ must pay the Merchant theamount of the difference. If the actual liability proves to be morethan the amount set off, combined or appropriated, theMerchant must pay to ANZ the amount of the difference. To give44effect to this condition, ANZ may at any time convert any
amount (for example, amounts standing to the credit of the
Retention Account, or any Liability) in one currency into anothercurrency as it thinks appropriate, at a prevailing market rate ofexchange that ANZ chooses in accordance with its usual
practice at that time.
(iii) 	Where the Merchant is a partnership, unincorporated
joint venture or sole trader and the Merchant Accountis in the name of one or more, but not all partners or
joint venturers, or is a joint account in the names of thesole trader and one or more other persons, theMerchant must procure that an “Irrevocable Authority
to Debit” in a form approved by ANZ is completed andsigned.

32. VARIATION(i) 	ANZ may vary a term of the Agreement at any time bygiving the Merchant notice in writing no later than the
day on which the variation takes effect for thefollowing types of changes:
		-	changes required by a change to the Law,applicable industry codes (such as the Banking
Code of Practice) or the rules of any Nominated
Card Scheme;		-	the introduction of, changes to, or the removal of,
any Nominated card; and		-	any changes which, in ANZ’s reasonable opinion,
are required to protect the Merchant; Cardholders
and/or ANZ from the risk of fraudulent or illegal
activity.

(ii) 	ANZ may introduce a new fee or charge under thisAgreement, or increase an existing fee or charge, at any
time by giving the Merchant 30 days’ notice in writingof the new or increased fee or charge, unless otherwise
agreed with the Merchant.
(iii) 	ANZ may vary any other term of the Agreement at any
time by giving the Merchant reasonable notice of thechange, which may include notice on the day thevariation takes effect, if we reasonably consider:		•	the change has a neutral effect on yourobligations;

		

•

		

•	providing a shorter notice period is necessary for
us to:

the change reduces your obligations; or

45

		

•	avoid or reduce a material increase in our credit risk
or loss; or		•	comply with legal or regulatory requirements or
the rules of any Nominated Card Scheme.

Despite this clause, ANZ will always give you notice inaccordance with any applicable laws or industry codes(such as the Banking Code of Practice) which require any
minimum notice periods or specific methods ofnotification.
(iv)	The Merchant acknowledges that where ANZ agrees toan increase in the Merchant’s Refund limit, Authorised
Floor Limit or tipping limit in respect of the Merchant
Facilities, additional or increased incidence of liabilities
or losses may arise as a result, including from erroneousor fraudulent Transactions.

33. NOTICE(i) 	The Merchant acknowledges that ANZ may deliver
notices to it in any of the ways listed in Condition 33(ii)and consents to notices being delivered in any of theseways. A notice sent to the Merchant’s Representative or
any other person nominated by the Merchant will bedeemed to be a notice sent to the Merchant.
(ii) 	A notice must be in writing and is taken to be received:		(a) 	if delivered personally, at the time of delivery;		(b) 	if sent by pre-paid post, on the third day after the
posting;		(c) 	if sent by facsimile transmission, on the date thetransmitting machine records transmission of thecomplete document;		(d) 	when the party sending the notice is ANZ, if sentby email, at the time when the email enters the
Merchant’s information system; or		(e) 	when the party sending the notice is ANZ, if
delivered via www.anz.com under the ‘Business’tab and listed in a prominent position in the‘Merchant Services Support’ section of thatwebsite, on the third day after the posting of thenotice to that website.

(iii) 	The address, facsimile number or email address to be
used for notices is the last address, facsimile number or
email address advised by a party. The Merchant must
inform ANZ immediately of any change of the
Merchant’s address, facsimile number or email address.
4634. RELATIONSHIP OF THE
PARTIES
Nothing in the Agreement creates a relationship of joint
venture, partnership or principal and agent between ANZ andthe Merchant. The Merchant must not act as if, or represent or
attempt to represent to any person that, any such relationshipexists.

35. ASSIGNMENTThis Agreement is binding on the parties, their executors,
administrators, successors and permitted assigns. The Merchantmust not transfer any of the Merchant’s rights or obligations
under the Agreement unless ANZ consents in writing. ANZ may
transfer any of its rights or obligations under the Agreement on
giving 14 days prior notice to the Merchant. To remove any
doubt ANZ may at any time arrange with a third party toprovide any of the services ANZ is obliged to provide to the
Merchant under the Agreement.

36. SEVERABILITY
If in any jurisdiction, a provision of the Agreement is illegal or
unenforceable, the Agreement is to be interpreted for the
purposes of that jurisdiction only, as if it had never included
the provision so far as the provision is illegal or unenforceable.

37. WAIVER
The rights ANZ has under the Agreement cannot be waived
except by ANZ giving the Merchant written notice waiving theparticular rights. In particular, ANZ does not waive any rightthat ANZ has in connection with the Agreement merely
because ANZ does not exercise it or does not exercise it assoon as ANZ can.

38. M ERCHANT’S CONTINUOUS
OBLIGATIONS(i) 	The Merchant must immediately notify ANZ MerchantServices in writing:		(a) 	if circumstances arise which may have a material
adverse effect on the Merchant’s business, assets
or financial condition or the Merchant’s ability toperform the Merchant’s obligations under the47

Agreement. It is advisable that the Merchant
informs ANZ promptly when it is in financial
difficulty; or		(b) 	if the Merchant sells, leases or transfers its businessor any of the Premises; or		(c) 	if a Merchant changes the address where it carries
on business or otherwise changes its contact
details (eg, telephone number, facsimile number or
email address) or starts carrying on business at anyother place; or		(d) 	if the Merchant changes the nature, scope or typeof its business.

(ii) 	The Merchant must provide copies of its latest financial
statements and any other financial information(including bank statements) reasonably requested by
ANZ within 30 days of a request by ANZ.
(iii) 	When requested by ANZ, the Merchant must promptly
complete and submit all forms and documents
supplied or requested by ANZ within 30 days of arequest by ANZ.

39. SECURITY(i) 	At any time, ANZ may request that the Merchantprovide ANZ with Security of a type, and to secure anamount, specified by ANZ and the Merchant must
provide such Security. In specifying the type of
Security and amount secured under this clause, ANZ
will act in accordance with what is reasonably
necessary to protect its legitimate commercial
interests.
(ii) 	If ANZ specifies a time by which the Security must be
provided, the Merchant must provide the Security to
ANZ by that time.
(iii) 	Without limiting Conditions 13 (Merchant’s account), 31(Set Off) or 39(i) above, if ANZ believes there is alikelihood of any of the events in Condition 30(ii)occurring, or such events do occur, ANZ may by noticein writing to the Merchant, in its absolute discretion,
retain portions of the Merchant’s settlement proceeds
in a separate suspense account. Such suspense
account can be either a Retention Account designatedunder condition 13.2 (Retention Account) or a separate
suspense account. ANZ may retain the Security until
ANZ is satisfied that:48		(a) 	the risk of any of the events in Condition 30(ii)occurring, or ceasing to occur, no longer exists;
and/or		(b) 	no Transactions will be charged back by
Cardholders.

40. GOVERNING LAWThis Agreement is governed by the Law in force in the State or
Territory where ANZ’s office shown in the Letter of Offer islocated. ANZ and the Merchant agree to submit to the non
exclusive jurisdiction of the courts having jurisdiction underthat Law in relation to any proceedings about or in connection
with the Agreement.

41. A PPLICATION OF THE
BANKING CODE OF
PRACTICE
If the Merchant is an individual or small business (as definedin the Banking Code of Practice) ANZ is bound by the Banking
Code of Practice when it provides its products and services
to you.
The Banking Code of Practice means the relevant version of
the industry code published from time to time by theAustralian Banking Association and adopted by ANZ.

42. DISPUTE RESOLUTIONPROCEDURES(i) 	Where the Merchant has a complaint in relation to theprovision of the Merchant Facilities, it should speakwith the ANZ Merchant Services in the first instance. If
the complaint cannot be resolved promptly, asupervisor within ANZ Merchant Services will takeresponsibility for resolution of the complaint. ANZ’s
aim is to resolve any complaint within ten BusinessDays. If this is not possible, ANZ will keep the Merchant
informed on the progress of the matter and how long
ANZ expects it will take to resolve the complaint.

49

(ii) 	If the Merchant is an individual or a Small Business andis not satisfied with the steps taken by ANZ to resolve
the complaint, or with the result of ANZ’s investigation,
the Merchant may wish to contact an alternative
dispute resolution scheme, such as:Australian Financial Complaints Authority (AFCA)GPO Box 3
Melbourne Vic 3001
Tel: 1800 931 678
Fax: (03) 9613 6399
Web: www.afca.org.au

43. M EANINGS OF WORDS AND
EXPRESSIONSIn the Agreement:
Australian Business Number (ABN) has the same meaning
as in A New Tax System (Australian Business Number) Act 1999
(Cth).
“Agreement” means the agreement constituted by the
Merchant’s acceptance of ANZ’s offer on the terms andconditions set out in the Letter of Offer and comprising the
documents referred to in Condition 1, as varied from time totime.
“ANZ” means Australia and New Zealand Banking Group
Limited ABN 11 005 357 522.
“ANZ Group” means ANZ and its related bodies corporate(within the meaning of Section 9 of the Corporations Act 2001
(Cth)).
“Application” means the application form (or other mode ofapplication permitted by ANZ from time to time) completed,and submitted to ANZ, by the Merchant for the Merchant
Facilities and, for the avoidance of doubt, includes all
supporting documentation provided to ANZ in connection
with the Merchant’s application and the Secure Internet Site
Declaration.
“Authorisation Centre” means the authorisation centre
approved by ANZ for the purposes of the Agreement and thedetails of which are notified to the Merchant by ANZ.
“Authorised Floor Limit” means the total value of sales or
payment which the Merchant is authorised to make to a
Cardholder in any one Transaction without ANZ’s consent.
“Business Day” means a week day on which ANZ is open forgeneral banking business in at least one of its branch locations
in Australia.
50

“Cardholder” means a person issued with a Nominated Cardor authorised to use a Nominated Card.
“Card Imprinter” means any card imprinter to be used toprocess Transactions manually.
“Chargeback” means a Transaction that ANZ charges back to
the Merchant in accordance with Condition 12.
“Compliance Requirements” means all applicable Laws andthe requirements of all applicable Nominated Card Schemes
and regulatory bodies and includes the Payment Card Industry
Data Security Standard and any requirements of the Australian
Payments Clearing Association.
“Credit Authorisation Terminal” means a device whichfacilitates authorisation of sale Transactions and Refund
Transactions using a Nominated Card (being a credit card),
which captures Transaction information, and which can beused by the Merchant at a later time or date to initiate thecredit or debit of funds to facilitate the settlement of thoseTransactions.
“Credit Transaction” means a Transaction where payment ismade by ANZ or another card issuer of a Nominated Card(being a credit card) on behalf of the Cardholder under a credit
card contract between ANZ and the Cardholder or the
Cardholder and the other Nominated Card issuer (as the casemay be) in discharge of the Cardholder’s debt for goods orservices supplied by the Merchant to the Cardholder.
“CVV2” means Card Verification Value, being the 3-digit
number positioned on the back of a Nominated Card.
“Debit Transaction” means a Transaction where payment ismade by debiting funds in an account which is authorised foraccess by the Cardholder’s Nominated Card.
“eftpos” means the domestic eftpos network provided byeftpos Payments Australia Limited.
“Electronic Terminal” means:		 (a) 	any electronic device or equipment (including whereapplicable a portable electronic device or equipment(such as cables and peripherals) but not including an
automatic telling machine), for processing
Transactions using Nominated Cards and for initiating
the credit or debit of funds to facilitate the settlementof those Transactions; or		 (b) 	any Credit Authorisation Terminal.
“Eligible Merchant Products” means those Merchant
Facilities nominated by ANZ from time to time as being eligiblefor Merchant Choice Routing.
51

“Guarantor” means a person who has given, gives or is to givea Security and includes the person’s executors, administrators,
successors and transferees.
“Insolvency Event” means any of the following:		 (a) 	the Merchant has a receiver, receiver and manager,
mortgagee in possession or voluntary administrator
appointed to the Merchant or any of the Merchant’s
assets;		 (b) 	the Merchant becomes subject to any other form of
external administration;		 (c) 	a resolution is passed for winding up of the Merchantor an order is made for winding up of the Merchant;		 (d) 	an application for winding up of the Merchant ispresented, which relates to an amount of money
owed by the Merchant which is not bona fide indispute;		 (e) 	a credit provider, credit reporting agency or otherfinancial institution reports that, in their opinion, theMerchant is insolvent and unable to meet its financial
commitments as they fall due;		 (f) 	if the Merchant is a partnership, the partnership is
dissolved or the Merchant resolves to dissolve thepartnership; or		 (g) 	if the Merchant is an individual, the Merchantbecomes, or is declared, bankrupt or dies.
“Internet” means the public on-line computer network of thatname or any successor of it.
“Invalid Transaction” means a Transaction that is invalid
under Condition 11.
“Key” means a key which unlocks an Electronic Terminal froma Terminal Stand or Terminal cable.
“Law” includes any law, statute, regulation, ordinance,
proclamation, by-law or statutory instrument or order,
including codes of conduct issued by regulatory bodies or therequirements of any Nominated Card Scheme.
“Letter of Offer” means the letter in which ANZ made theoffer of Merchant Facilities to the Merchant.
“Material Adverse Effect” means a material adverse effect on:
		 (a) 	the Merchant’s ability to comply with its obligations
under the Agreement; or		 (b) 	the Guarantor’s ability to comply with its obligations
under the Security; or52		 (c) 	the rights and remedies of ANZ under the
Agreement; or		 (d) 	the business, operation, property, condition (financial
or otherwise), cashflows or prospects of the
Merchant’s business; or		 (e) 	the effectiveness or priority of any Security or
Security Interest granted under the Agreement; or		 (f ) 	the validity or enforceability of any document that
forms part of the Agreement.
“Merchant” means the person named as Merchant in the
Letter of Offer.
“Merchant Choice Routing” means a service which, directs
contactless transactions made using a Relevant Multi-Network
Card through the domestic eftpos network and not throughan international card scheme network (eg Visa or MasterCard),
as described in Condition 48.
“Merchant Facilities” means the services and facilities ANZ
makes available to the Merchant under the Agreement.
“Merchant Operating Guide” means each current merchantoperating guide which is provided by ANZ to the Merchant, as
varied from time to time.
“Merchant Prepayment Exposure Declaration” means theform of that name provided by the Merchant to ANZ (whether
included in the Letter of Offer or otherwise), as updated orrevised by the Merchant and ANZ from time to time.
“Multi-Network Card” means a Nominated Card which is adebit card which supports both an international card scheme
network (eg Visa or MasterCard) and the domestic eftpos
network and does not include a card provisioned to a mobile
wallet.
“Nominated Card” means each card being a debit card or
credit card or both described in the Letter of Offer and/or any
other card authorised by ANZ for the purposes of theAgreement and notified to the Merchant in writing.
“Nominated Card Scheme” means any scheme establishedto manage and establish standards and procedures for theissuance and acceptance of Nominated Cards and thesettlement of Transactions and includes the Australian
Payments Clearing Association and any other payment
industry body notified to the Merchant from time to time.
“Nominated Provider” means a third party service provider
engaged by ANZ to carry out certain functions or activities
connected with the Merchant Facilities or any obligation of
ANZ under this Agreement.
53

“Permitted Security Interest” means a Security Interest
provided for by one of the following transactions if thetransaction does not secure payment or performance of an
obligation:		 (a) 	a transfer of an account or chattel paper in respect ofwhich the Merchant or its Guarantor is the transferor;or		 (b) 	a commercial consignment in respect of which the
Merchant or its Guarantor is the consignee; or		 (c) 	a PPS lease in respect of which the Merchant or its
Guarantor is the lessee.
“Premises” means the various locations or location where theMerchant conducts business and is authorised by ANZ toaccept Nominated Cards.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“PPSA terms” (unless the contrary intention appears in these
General Conditions) the following terms used in the context of
the PPSA, have the same meaning as in the PPSA: account,amendment demand, chattel paper, commercial consignment,
control, financing statement, financing change statement,
perfect, personal property, PPS lease, purchase money security
interest, serial number, verification statement.
“Reasonable Identification Details” means:		 (a) 	the Cardholder’s name (as it appears on the card);
		 (b) 	the Cardholder’s home address (not a PO Box);		 (c) 	delivery address (if not same as home address);		 (d) 	the Cardholder’s signature (unless the order is made by
telephone or via the Internet); and		 (e) 	the Cardholder’s contact telephone number.
“Recurring Transaction” means Transactions that occur
where a Merchant has an ongoing signed authority from the
Cardholder to process Transactions against a Cardholder’scredit card, scheme debit or charge card account (asapplicable).
“Representative” means each party’s representative withauthority to represent it as notified to the other party fromtime to time.
“Refund” means, in respect of a sales Transaction, the reversal
in accordance with the Merchant Operating Guides of thatsales Transaction.

54

“Relevant Multi-Network Card” means a Multi-Network Card
which has been set up in a manner which allows Eligible
Merchant Products to identify and route contactlesstransactions via the domestic eftpos network.
“Retention Account” means a bank account held with ANZ
designated for the purposes of and subject to the conditions
set out in condition 13.2 (Retention Account), opened either (inANZ’s absolute discretion) in the name of ANZ (whether asnominee for the Merchant or otherwise) or the Merchant.
“Retention Amount” means the total amount to be retainedin the Retention Account as notified by ANZ in a Retention
Notice from time to time.
“Retention Notice” means a written notice from ANZ to the
Merchant notifying the Merchant that ANZ proposes toestablish a Retention Account, or if a Retention Account has
already been set in relation to the Merchant, ANZ requires the
Retention Amount to be increased.
“Review Event” means an event that, at any time after the
PPSA starts to apply, ANZ determines has had, or is likely tohave, a Material Adverse Affect.
“Secure Internet Site Declaration” means the declaration
completed by the Merchant in accordance with Condition
17(iv).
“Security” means any guarantee or guarantee and indemnity
or bill of sale, mortgage charge or other security interest or any
authority to appropriate and set-off deposits ANZ may request
the Merchant to provide under Condition 39.
“Security Interest” means any:		 (a) 	security interest under the PPSA including security forthe payment of money or performance ofobligations, including a mortgage, charge, lien,
pledge, trust or title retention or flawed deposit
arrangement; or		 (b) 	right, interest or arrangement which has the effect ofgiving another person a preference, priority or
advantage over creditors including any right of
set-off; or		 (c) licence to use or occupy; or		 (d) 	third party right or interest, or any right arising as aconsequence of the enforcement of a judgment, or
any agreement to create any of them or allow themto exist.

55

“Small Business” means a business having:		 (a) 	less than 100 full time (or equivalent) people if thebusiness is or includes the manufacture of goods; or		 (b) 	in any other case, less than 20 full time (orequivalent) people.
“Special Condition” means any special conditions set out inthe Letter of Offer or any variation to the Merchant Agreement
or any condition otherwise agreed in writing by the Merchantand ANZ to be a special condition.
“Taxes” means all taxes, levies, imposts, duties and charges,
including, but not limited to, stamp duty, financial institutions
duty, goods and services tax, consumption tax, value added
tax or similar tax.
“Terminal Cables” means a cable which may connect
Electronic Terminals to a permanent fixture and includes theKey.
“Terminal Guide” means any operating information provided
to a Merchant by ANZ or a Nominated Provider from time totime, including the Merchant Operating Guide and any
operations manuals, guidelines or user guides.
“Terminal Rental Fee” means the amount specified in the
Letter of Offer as the terminal rental fee, which is payable inconsideration for the provision of an Electronic Terminal,
manual imprinter or any other equipment by ANZ.
“Terminal Stands” means a stand in which certain Electronic
Terminals may be stored and locked and includes the Key.
“Transaction” includes a sales transaction (being the supply
of goods or services or both), Refund transaction or cashtransaction in which a Nominated Card or a Card number of a
Nominated Card is used and which is processed by the
Merchant manually or electronically.
“Transaction Voucher” includes a sales voucher ortransaction record or Refund voucher or transaction record (asapplicable) or any transaction record used in processing
Transactions manually or electronically.

44. INTERPRETATION(i) 	If the Merchant consists of more than one person, theliability of those persons under the Agreement is joint
and several.
(ii) 	If there is an inconsistency between the documents
forming the Agreement the following order prevails:
		56(a) Special Conditions;		(b) Letter of Offer, as varied from time to time;		(c) General Conditions;		(d)	any Secure Internet Site Declaration (whereapplicable) or Merchant Prepayment Exposure
Declaration (where applicable); and		(e) all applicable Terminal Guides.

(iii) 	A reference to an individual or person includes areference to a company and any other entity the Law
recognises.
(iv) 	The singular includes the plural and vice versa.
(v) 	A reference to the Agreement or any document
forming part of the Agreement, or any Law is areference to the Agreement, document or Law asamended, novated, supplemented, replaced orreenacted.
(vi) 	A reference to “you” is a reference to the Merchant andin Condition 14.3, if you are a corporation, includes
your directors and shareholders.
(vii) 	A reference to “mail” includes information sent or
received by facsimile or email.
(viii) The meaning of general words is not limited by specificexamples introduced by “including”, “for example” orsimilar expressions.

45. A NTI MONEY LAUNDERINGAND SANCTIONS(i) 	The Merchant agrees that ANZ may, in its sole andabsolute discretion:		(a) 	delay, block or refuse to process any Transaction;		(b) 	delay, block or refuse to settle any Transaction; or		(c) 	refuse to perform any one or more of its
obligations under this Agreement;		without incurring any liability, if ANZ suspects, for any
reason, that:		(d) 	an action it is required or requested to take under
this Agreement;		(e) 	its involvement in any Transaction that is any way
connected with this Agreement; or		(f) 	its performance of any service for any person inconnection with this Agreement;57		

might in any way cause ANZ:		(g) 	to breach any Law, regulation or other legal
prohibition of any place or jurisdiction (including aforeign place or jurisdiction);		(h) 	to deal in any way with any person (natural,
corporate or governmental) that is sanctioned, or isconnected in any way to any person that is
sanctioned, under economic and trade sanctions
imposed by the United Nations, the European
Union or any country;		(i)	to breach any sanction of any kind imposed by any
country (including any sanction that supports a
decision or resolution of the United Nations Security
Council);		(j) 	to deal in any way with any person (natural,
corporate or governmental) that has been listed or
named by any government, or independent
authority (such as the United Nations or theEuropean Union), as a person who is in any way
suspected of being involved (or potentiallyinvolved) in terrorism or in any activities connectedwith terrorism; or		(k)	to be involved (whether directly or indirectly) in
any transaction which involves the proceeds of
unlawful conduct or which involves proceeds
which might be applied for the purposes of
unlawful conduct.

		For the purposes of this Condition, the circumstances
listed in paragraphs (g) to (k) above are collectively
described as “unlawful acts”.
(ii)	The Merchant must provide all information to ANZ
which ANZ reasonably requires in order:		(a) 	to manage anti-money laundering, counterterrorism financing and economic and trade
sanctions risk;		(b) 	to comply with any Laws, regulations, or otherprohibitions that may be applicable to ANZ withrespect any Transaction, requested action or
obligation applicable to ANZ; and/or		(c)	to avoid involvement in any unlawful act.

(iii)	The Merchant warrants and undertakes to ANZ that it
will not request ANZ to take any action, or to perform
any obligation, in connection with this Agreement thatmight cause ANZ to be involved in any unlawful act on
the part of ANZ. Should the Merchant become aware
58

that ANZ might become involved in an unlawful act inconnection with this Agreement, the Merchant must
immediately tell ANZ of the fact or circumstance thatmight cause ANZ to be at risk or involvement in an
unlawful act. Should the Merchant become aware that
ANZ has become involved in an unlawful act, as aresult of its performance of any action or obligation inconnection with this Agreement, the Merchant must
immediately tell ANZ of the facts or circumstances thathas caused this to occur.
(iv)	The Merchant agrees that ANZ may disclose any
information concerning the Merchant to any Law
enforcement agency or court where required to do sounder any Law or regulation (including a Law or
regulation of a foreign place or jurisdiction).

46. TERMINAL STANDS AND
CABLESThis condition applies if the Merchant has Terminal Stands and/or Terminal Cables.
ANZ may require a Merchant to acquire Terminal Stands and/or
Terminal Cables from ANZ as a condition of supplying or
continuing to supply an Electronic Terminal to the Merchant.
(i)	The Merchant must pay a one-off fee for the Terminal
Stands and/or Terminal Cables if so requested by ANZ.
The Merchant will be given 30 days’ written notice ofthe fee (if any) at the time of making a request for theTerminal Stand and/or Terminal Cable or, where ANZ
requires the Merchant to acquire the Terminal Stand
and/or Terminal Cable, at the time ANZ informs the
Merchant of this requirement.
(ii)	Title to the Terminal Stands and/or Terminal Cablestransfers to the Merchant on the date the Merchantpays the one-fee (if any) to ANZ, or if no fee is payable,on the date the Merchant receives the Terminal Stands
and/or Terminal Cable from ANZ.
(iii)	To the extent permitted by law, ANZ accepts noliability or responsibility, and provides no warranties, inrespect of the use, operation or performance of the
Terminal Stands and/or Terminal Cables.
(iv)	ANZ will supply a Key with the Terminal Stand and/or
Terminal Cable. The Key will lock and unlock theElectronic Terminal from the Terminal Stand and/or
Terminal Cable. The Merchant must keep the Key in asafe place at all times and must not leave the Key in the
Terminal Stand and/or Terminal Cable.
59

(v)	In the event the Terminal Stand and/or Terminal Cableis damaged or inoperable, ANZ agrees to replace theTerminal Stand and/or Terminal Cable once only for nofee.
(vi)	In the event the Merchant loses or misplaces a Key,ANZ agrees to replace the Key once only for no fee.
(vii)		The Terminal Stands and Terminal Cables will be
supplied with installation instructions. The Merchant is
responsible for installing the Terminal Stands and/or
Terminal Cables in the Merchant’s premises inaccordance with these instructions. ANZ accepts noliability for any loss or damage suffered by the
Merchant, or to the Merchant’s premises, in connection
with the installation or removal of the Terminal Stands
and/or Terminal Cables.
(viii)	The Merchant agrees to follow all reasonable security
directions of ANZ in connection with the Terminal Stands,
Terminal Cables and Electronic Terminals.

47. P ERSONAL PROPERTYSECURITIES ACT (PPSA)
47.1 PPSA FURTHER STEPS
If ANZ determines that any document that forms part of theAgreement is or contains a Security Interest for the purposes of
the PPSA, the Merchant agrees to do anything (such as
obtaining consents, signing and producing documents,
getting documents completed and signed and supplying
information) which ANZ asks and considers necessary for the
purposes of:(i) 	ensuring that the Security Interest is enforceable,
perfected and otherwise effective; or(ii) enabling ANZ to apply for any registration, or give any
notification, in connection with the Security Interest so thatthe security interest has the priority required by ANZ; or(iii) enabling ANZ to exercise rights in connection with the
Security Interest.

47. 2 PPSA UNDERTAKING
If the Merchant or its Guarantor holds any Security Interests forthe purposes of the PPSA and if a failure by the Merchant or its
Guarantor to perfect such Security Interests would result in a
Material Adverse Effect, the Merchant agrees to implement,
maintain and comply in all material respects with, proceduresfor the perfection of those Security Interests. These proceduresmust include procedures designed to ensure that the60

Merchant or its Guarantor takes all steps under the PPSA tocontinuously perfect any such Security Interest including all
steps necessary:(i) 	for the Merchant or its Guarantor to obtain, the highest
ranking priority possible in respect of the Security Interest;and(ii) 	to reduce as far as possible the risk of a third party acquiring
an interest free of the Security Interest.
If ANZ asks, the Merchant agrees to arrange at the Merchant’s
expense an audit of the PPSA procedures. ANZ may ask the
Merchant to do this if it reasonably suspects that the Merchantis not complying with this clause.

47.3 COSTS OF FURTHER STEPS AND
UNDERTAKING
Everything the Merchant or its Guarantor is required to do
under this clause is at the Merchant’s expense. The Merchantagrees to pay or reimburse the reasonable costs of ANZ inconnection with anything the Merchant or its Guarantor isrequired to do under this clause (including any charges andexpenses, including those incurred in connection with advisers
and any legal costs on a full indemnity basis.)47.4 NO PPSA NOTICE REQUIRED UNLESSMANDATORYANZ need not give any notice under the PPSA (including a
notice of a verification statement) unless the notice is requiredby the PPSA and cannot be excluded.
47.5 D ISCLOSURE OF CONFIDENTIAL
INFORMATION UNDER THE PPSAThe Merchant and its Guarantor agree that despite anythingelse in the Agreement, neither the Merchant nor ANZ, may
disclose any information of the kind referred to in section
275(1) of the PPSA (including any information or documents inconnection with any Security) unless section 275(7) of the
PPSA otherwise applies. Without the consent of ANZ, theMerchant and its Guarantor also agree:(i) 	not to authorise the disclosure of any information of thekind referred to in section 275(1) of the PPSA in response toa request made under that section;(ii) 	not to request ANZ to give the Merchant or its Guarantor
any information of the kind referred to in section 275(1)of the PPSA.

61

48. M ERCHANT CHOICE
ROUTING(i)	This Condition applies where the Merchant has requested
ANZ provide the Merchant with Merchant Choice Routing
capability for Eligible Merchant Products and ANZ has
agreed to provide such capability. ANZ reserves the rightacting reasonably to decline the Merchant’s request for
Merchant Choice Routing capability (taking into account,for example, the type of the relevant Merchant Facility or
Merchant Product).
(ii)	The Merchant acknowledges that when Merchant Choice
Routing is activated, contactless transacions using a
Relevant Multi-Network Card, where at the time thetransaction is processed ANZ is able to correctly identify it isa Relevant Multi-Network Card, will be routed to eftpos.
Neither the Merchant nor the Cardholder will have theability to change the routing of a Relevant Multi-Network
Card or Transaction at the time the contactless transaction
is processed.
(iii)	The Merchant acknowledges that if it chooses to activate
Merchant Choice Routing, it must contact ANZ MerchantServices to make this request. The Merchant will be
informed whether the request has been approved and, if ithas, of the applicable timeframe to activate Merchant
Choice Routing. The Merchant acknowledges that theactivation may not be immediate. The Merchantacknowledges that ANZ may instruct the Merchant to takeadditional steps to ensure activation is effective. For
example, the Merchant may need to upgrade, restart orreconnect their Electronic Terminals for Merchant Choice
Routing to become effective.
(iv)	Once activated, Merchant Choice Routing will remain in
effect across all the Merchant’s Eligible Merchant Products
until deactivated in accordance with this Condition. The
Merchant cannot opt to activate or deactivate Merchant
Choice Routing on select Eligible Merchant Products only.
(v)	The Merchant acknowledges that the decision to activate
or deactivate Merchant Choice Routing is its own decision
and agrees that to the extent permitted by Law, ANZ will
not be responsible for any loss or damage suffered by the
Merchant or a Cardholder as a result of Merchant Choice
Routing or the failure of the Merchant to undertake
activation or deactivation steps in accordance with
instructions provided by ANZ. It is the Merchant’s
responsibility to assess, on an ongoing basis, whether
activation of Merchant Choice Routing is the right choicefor its business (taking into account, for example, changes
to Fees and Charges).
(vi)	The Merchant acknowledges that ANZ may, at its discretionand from time to time, provide the Merchant with reporting
about its Merchant Facilities which may include data
regarding Merchant Choice Routing. The Merchantacknowledges and agrees that this does not constitutefinancial advice by ANZ and does not take into account the
Merchant’s commercial objectives, financial situation or62needs. The Merchant agrees, before deciding whether toactivate or deactivate Merchant Choice Routing, to consider
its own commercial objectives, financial situation or needs
and agrees that it is not relying on any representation,modelling or forecasting provided by ANZ.
(vii)	The Merchant agrees that where Merchant Choice Routing
is activated, it will explain to Cardholders about the routingof Transactions and the consequences of routing via eftpos
and will comply with all directions, recommendations andguidance issued by a Nominated Card Scheme or by aregulatory or Government body or authority regarding
communications to Cardholders.
(viii)	The Merchant acknowledges and agrees that, to the extent
permitted by Law or any regulatory requirements, any
complaints from Cardholders regarding the routing ofTransactions via eftpos rather than an international card
scheme will be handled by the Merchant.
(ix)	The fee applicable to Debit Transactions as detailed in yourAgreement will be applicable to all Transactions routed via
eftpos in accordance with your Merchant Choice Routing
direction and this Condition.
(x)	ANZ reserves the right to temporarily suspend or
permanently deactivate the Merchant’s Merchant Choice
Routing capability and to revert to default transaction
routing options, where ANZ considers this reasonably
necessary. ANZ will provide the Merchant with reasonable
notice of the suspension or permanent deactivation of
Merchant Choice Routing. However, ANZ reserves the rightto suspend or permanently deactivate Merchant Choice
Routing capability immediately without notice if any of theevents listed in Condition 30(ii) occurs or where ANZ
otherwise considers the suspension or permanent
deactivation reasonably necessary.
(xi)	If the Merchant wants to deactivate Merchant Choice
Routing, it must contact ANZ Merchant Services to makethis request. The Merchant will be informed of theapplicable timeframe to deactivate Merchant Choice
Routing at the time the request is made and the Merchantacknowledges that deactivation may not be immediate.
The Merchant acknowledges that ANZ may instruct the
Merchant to take additional steps to ensure deactivation iseffective. For example, the Merchant may need to upgrade,
restart or reconnect their Electronic Terminals to deactivate
Merchant Choice Routing.
(xii)	At any time, ANZ may cease to offer Merchant Choice
Routing capability and will provide written notice to the
Merchant.

63

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522. Item No. 73583 12.2020 WX249920

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