Terms and Conditions

August 1, 2025

Pebl Terms & Conditions
9 July, 2026

These terms and conditions (Terms) govern the provision of payment services to the person who has registered for a Pebl Account (you, Merchant) with Pebl Payments Pty Ltd ABN 47 661 102 030 (Pebl).

By applying for a Pebl Account, you acknowledge that you have read and understood these Terms and you agree to be bound by them. These Terms are effective from the time Pebl notifies you that your application for a Pebl Account has been accepted, until terminated by you or Pebl.

If you do not understand any of these Terms, please contact Pebl at support@peblpay.com.au before applying for a Pebl Account.

Pebl may vary these Terms at any time, in which case Pebl will notify you in writing of the change before it takes effect and give you the opportunity to terminate the contract between you and Pebl. Any change will only affect services provided after the change and rights and obligations of the parties accrued before the change will not be affected.

1. Definitions

In these Terms, the following terms are given the below definitions:

Account Payment means each transfer of Transaction funds to your Nominated Account.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), and corresponding provisions in Part 2, Division 2 of the Australian Securities and Investments Commission Act 2001.

Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales, Australia. In these Terms, if a day on or by which something must be done is not a Business Day, that thing must be done on the next Business Day.

BNPL Transaction means a Transaction where the Customer purchases a good or service from you utilising a buy-now-pay-later credit facility offered by a Pebl Partner.

Chargeback means a form of payment dispute typically raised by a credit card holder or debit card holder with the card issuer, and by which the cardholder seeks a whole or partial refund of a card payment based on chargeback provisions in the relevant Network Rules.

Consumer has the meaning provided to it in section 3 of the Australian Consumer Law.

Customer means an end user who purchases goods or services from you as a Transaction.

Device means a smart mobile phone, tablet, laptop, computer or any other such device used to access the Pebl App.

Direct Debit Request means a request provided by you upon signing up to the Pebl App authorising Pebl and/or a Pebl Partner to debit your Nominated Account pursuant to a Direct Debit Request as contemplated under these Terms and those in Schedule 1 hereto.

Direct Debit Service Agreement means the terms governing a Direct Debit Request under the Procedures of the Bulk Electronic Clearing System and referred to in Schedule 2 hereto.

Fees means the fees payable by you to Pebl as set out in these Terms.

Force Majeure Event means acts, events, omissions or accidents which are beyond the reasonable control of Pebl and includes internet and telecommunications disruptions and outages, disruptions and outages of any third party processors or providers which Pebl relies on in order to provide the Services, wars, civil disturbance, acts of god,viruses, pandemics, epidemics, public health emergencies and governmental actions, laws and regulations taken in response to same.

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

Insolvency Event means in relation to a body corporate, a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the entering into a scheme or arrangement with creditors, or in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with creditors or, in relation to a body corporate or an individual, the occurrence of any event that has a substantially similar effect to any of the above events.

Intellectual Property means all rights conferred under law or equity in any jurisdiction, whether existing now or in the future and whether or not registered or registrable, in relation to trade marks, copyright, patents, designs, trade secrets, object or source code, methods, techniques, algorithms or know-how, together with the right to apply for the registration or grant of any such intellectual property, and Intellectual Property Rights have a corresponding meaning.

Interest Rate means the greater of:

(a) 2% per annum; and

(b) the Consumer Price Index (weighted average for eight capital cities) published by the Australian Bureau of Statistics.

Network Rules means all applicable by laws, rules and regulations set forth by the Networks that operate payment networks supported by Pebl, as amended from time to time and referred to in these Terms at clause 3.5.

Networks means each of American Express Travel Related Payment Services Company, Inc. (American Express), MasterCard International Inc. (MasterCard), Visa Inc. (Visa), JCB Co., Ltd. (JCB), UnionPay International (UnionPay) and their respective affiliates, and any other networks whose cards or accounts are accepted by Pebl in Australia or overseas as a payments option, as amended from time to time under clause 3.9.

Nominated Account means the bank account you nominate from time to time for receiving settlement of Transactions and the processing of direct debits, the details of which you must provide to Pebl when setting up your Pebl Account.

PayTo means the service enabling the processing of payments made through the New Payments Platform from your Nominated Account.

PayTo Mandate Agreement means an agreement authorising Pebl and/or a Pebl Partner to process a payment from your Nominated Account through PayTo.

Pebl Account means the account set up and associated with you on the Pebl platform for the purposes of processing and settling Transaction funds into your Nominated Account.

Pebl Account Merchant means you, or merchant customer that has set up a Pebl Account.

Pebl Account Merchant Agreement means the onboarding, finalising and transacting of the Pebl Account in accordance with the Pebl terms and conditions and Privacy Policy.

Pebl App means Pebl’s mobile app(s) or web application(s) through which you access the Services.

Pebl Dashboard means the virtual dashboard that a user utilises to see Transactions and information related to Transactions conducted using the Services.

Pebl Partner means those partners, solution providers or third parties that offer services or solutions to Pebl from time to time, that Pebl may utilise when offering the Pebl Services (see clause 4 for more information).

Privacy Laws means the Privacy Act 1988 (Cth) including the Australian Privacy Principles, the SPAM Act 2003 (Cth), and any other state or federal privacy legislation which applies to Pebl's provision of the Services to you.

Privacy Policy means Pebl’s Privacy Policy found at https://www.peblpay.com.au/policies/privacy-policy

Representative means a person authorised by you and/or your business to engage with Pebl and bind the business to any terms or agreement (including these Terms), including to establish a Pebl Account on behalf of your business and receive communications from Pebl in relation to your Pebl Account and use of the Services.

Services means the services offered by Pebl as described in clause 3.1(a) of these Terms and includes the Pebl Account, Pebl App(s), Pebl payments platform and Pebl Dashboard and the settlement of Transactions.

Transaction means the sale of a good or service to a Customer that is conducted via any of the Services.

2. Your authorisations

2.1 The Authorisations

By creating a Pebl Account and using the Services, you authorise Pebl to:

(a) facilitate the processing and settlement of Transaction funds;

(b) generate a payment portal recording the proceeds of each Transaction that you authorise, whereby the funds for each Transaction satisfies a Customer’s obligations to make payment to you for goods and /or services; and

(c) remit to you funds actually received by Pebl in respect of each Transaction, less amounts owed to Pebl in Fees (refer to clause 3.4), subject to any Chargeback (refer to clause 3.6) or recovery for errors (refer to clause 3.8) withheld or applied in accordance with these Terms, and conduct direct debits in accordance with Schedule 1 and Schedule 2 direct debit terms and conditions

(together, your Authorisations).

2.2 Termination of Authorisations

Your Authorisations will remain in full force and effect until the closure of your Pebl Account or termination of your use of the Services in accordance with these Terms or at a time that you have satisfied your obligations under these terms and conditions.

2.3 Direct Debit Authority

You authorise Pebl to debit your nominated bank account in accordance with the Direct Debit Request and Direct Debit Service Agreement forming part of these Terms. You acknowledge that this authority survives termination of this Pebl Account Merchant Agreement or occurrence of the event to enable Pebl to recover any amounts arising from transactions processed before termination, including chargebacks, refunds, fees and settlement adjustments even though those charges or fees may occur or be levied or be settled after the termination or occurrence of the event.

3. Pebl Services

3.1 Overview

(a) Pebl offers you merchant payment services for Transactions performed through the Pebl App. Pebl facilitates the acceptance of payments from Customers by allowing you to:

(i) present your Customers with a scannable QR code to accept payments;

(ii) accept payments through "Tap to Pay" functionality available through your iPhone or Android mobile device;

(iii) provide your Customers with an email, text or message or other communication method containing a payment link; or

(iv) such other payment acceptance method as Pebl may make available to merchants from time to time,

each of which directs the Customer to Pebl’s secure payment portal where they can complete the Transaction.

(b) In consideration for your payment of the Fees, Pebl will provide the Services in accordance with these Terms.

(c) The Transaction funds that are processed will be paid directly to your Nominated Account less any Fees or liabilities as referred to herein.

(d) You may view on the Pebl Dashboard:

(i) details of Transactions;

(ii) the amount of any incoming funds; and

(iii) details of Account Payments to your Nominated Account.

(e) As part of these Services, Pebl may from time to time add further features as may be notified to you by written communication or via Pebl’s website or through the Pebl App.

(f) Pebl may limit or suspend the Services and your access to the Services from time to time to perform scheduled maintenance, in the event of a security emergency or suspected fraud, as may be required by law or as otherwise reasonably required by Pebl. Whilst Pebl will endeavour to provide you with as much advance notice of such limitation, suspension or downtime as is reasonably practicable in the circumstances, it may not always be able to do so, for example, where a law prohibits Pebl from doing so.

(g) Pebl may make additional features available to you from time to time, including features enabling you to conduct a raffle, competition, lottery, auction or similar fundraising activity (each, a Fundraising Activity) through the Pebl App or Pebl Dashboard (each, a Fundraising Feature). If you elect to use a Fundraising Feature, the fundraising features terms and conditions set out in Schedule 3 (Fundraising Terms) will form part of these Terms and apply to your use of that Fundraising Feature, in addition to the other provisions of these Terms. Your election to activate a Fundraising Feature, including by clicking "I accept" or otherwise proceeding past any on-screen acknowledgment presented to you at the time of activation, constitutes your acceptance of Schedule 3.

3.2 Accepted payment methods

By using the Services, you will be able to give your Customers the following methods for paying you:

(a) direct account transfers, as facilitated with a Pebl Partner (refer to clause 4);

(b) card payments from any of the Networks offered through a Pebl Partner, subject to any change of the Networks notified to you (refer to clause 3.9), and card payments utilising Apple Pay or Google Pay;

(c) utilising a buy-now-pay-later service which Pebl may offer from time to time through a buy-now-pay-later Pebl Partner (refer to clause 3.10); and

(d) such other payment method as may be made available by Pebl from time to time.

3.3 Dealing with Customers

(a) In respect of accessing and using the Pebl Services, you must:

(i) ensure each Customer is aware of your identity;

(ii) not charge a fee to a Customer or impose a surcharge if applicable for a Transaction beyond the merchant service fee that is agreed with Pebl. Failure to comply with this requirement may lead, amongst other things, to additional processing fees which you will be liable to pay to Pebl or in respect of which you must reimburse Pebl;

(iii) not accept a card in a credit or debit card transaction for the purpose of giving a Customer cash;

(iv) not process Transactions for someone else;

(v) perform all obligations (including supplying all goods and/or services) to the Customer in connection with any Transaction;

(vi) accurately communicate, and not misrepresent, to each Customer the price of your products and services in the appropriate currency (including any surcharges, tips or taxes applicable to the Transaction) before the Customer proceeds with the purchase;

(vii) provide Customers a cost-free and meaningful way to contact you in the event that the product or service is not provided as described;

(viii) take reasonable steps to comply with the Australian Consumer Law in your interactions and Transactions with Customers, including by taking reasonable steps to comply with any applicable consumer guarantees, voluntary warranties and disclosure requirements;

(ix) maintain and make available to your Customers a reasonable policy for returns, refunds, cancellations, and adjustments, and clearly explain the process by which Customers can receive a refund consistent with the Australian Consumer Law;

(x) not make any representation in connection with any goods or services which may bind Pebl or a Pebl Partner and not indicate or imply that Pebl or a Pebl Partner endorse any goods or services;

(xi) not unfairly distinguish between issuers of cards when accepting a Transaction;

(xii) comply with any law restricting or prohibiting surcharges;

(i) not refuse to complete a Transaction solely because a Customer refuses to provide additional identification information in circumstances where Pebl does not require you to obtain that information for the purposes of Pebl's Services and you are not otherwise required by law to obtain that information;

(ii) not transfer or attempt to transfer financial liability under these Terms by asking or requiring a Customer to waive their dispute rights;

(iii) not ask a Customer to reveal their personal identification number (PIN) or any other secret identifier or personal data;

(iv) only proceed with a Transaction when satisfied that the identity of the Customer is legitimate; and

(v) not submit for processing any Transaction that you know or reasonably suspect is illegal or inconsistent with these Terms, or any Transaction which you should reasonably have known or suspected is illegal or inconsistent with these Terms.

(b) In the event that the Services offer the processing of recurring Transactions, you may only use the Services (e.g. for periodic and ongoing goods or services subscriptions) if you:

(i) have obtained the express written permission of the Customer (either electronically or in hardcopy) to periodically charge for a recurring good or service;

(ii) retain this permission for the duration of the recurring Transactions and make it available to Pebl on request; and

(iii) provide a simple and accessible cancellation procedure, and ensure this is known to the Customer prior to commencing the recurring Transactions.

(i) is offered an electronic copy of their receipt and is given such receipt unless the Customer declines the offer;

(ii) is not charged for any electronic of physical receipt you provide.

3.4 Fees

(a) There are no costs or fees associated with setting up a Pebl Account or downloading the Pebl App (which is currently available through GooglePlay or the Apple App Stores).

(b) In consideration for your use of the Pebl Services, you agree to pay Pebl the Fees from time to time including a transaction Fee, as set out from time to time on the Pebl website (www.peblpay.com.au).

(c) Please note that Pebl has no responsibility for any fees that your financial institution or your mobile carrier may charge you in connection withTransactions through Pebl, or your use of a Device to access the Services.

(d) Pebl reserves the right to:

(i) charge a Fee in the future for any current Services which are offered without fee or charge;

(ii) charge a Fee in the future for any newly developed uses or services offered through Pebl's Services; and

(iii) amend or adjust, including by increasing, the Fees charged for use of any of the Pebl Services,

provided that when Pebl introduces any new Fees, or varies or amends any existing Fees, Pebl shall notify you in advance of the details of such Fees in writing . On receipt of such a notification, if you do not wish to continue to receive the Services, you may terminate your engagement with Pebl governed by these Terms before the change takes effect.

(e) All Fees are charged by Pebl (or by a Pebl Partner) in the course of making Account Payments, and will be automatically subtracted from any amount prior settling into your Pebl Account or Nominated Account for each Account Payment or may be debited in accordance with any Direct Debit Request or processed in accordance with any PayTo Mandate Agreement.

3.5 Refunds

In respect of providing refunds to your Customers, you must:

(a) comply with all laws and regulations governing the offering of refunds or consumer remedies, including the Australian Consumer Law;

(b) give credit upon each return where a refund is due by means of a sales refund Transaction (Sale Refunds);

(c) deal fairly with exchanges, disputed amounts and Sale Refunds and only process Sale Refunds to the same card or other payment method as used in the initial purchase. If you give a refund to an account which is different to the account used in the original Transaction you may be breaching Network Rules and will be wholly liable for any chargeback claim or dispute in respect of the original Transaction, regardless of whether Pebl allowed you to process the refund;

(d) establish a fair policy for dealing with refunds and disputes about Transactions and include information about that policy on receipts for Transactions;

(e) only submit a Transaction as a Sale Refund to a Customer if it is a genuine refund of a previous Transaction. The Sale Refund must be processed to the same card (or other payment method, if applicable) that was used in the original Transaction and be for the original sale amount, or the amount of the individual item(s) in the case of a partial refund;

(f) give Sale Refunds for Transactions by means of a credit Transaction and not in cash or cheque; and

(g) not process a Sale Refund as a way of transferring funds between your accounts, or for any reason other than in the course of offering a legitimate refund to your Customers.

3.6 Chargebacks

(a) In the circumstances of a Chargeback, the amount of a Transaction may be reversed or charged back to your Pebl Account if the Transaction is:

(i) disputed by a Customer; or

(ii) reversed for any reason by the Network, a Pebl Partner, or a Customer or its financial institution,

in which case you agree to comply with this Chargeback process and you accept the liability associated with such Chargebacks.

(b) On receipt of a Chargeback, Pebl will immediately notify you of the existence of the Chargeback including any details it has pertaining to the Chargeback

(c) You will assist Pebl when reasonably requested, at your reasonable expense, to investigate any of your Transactions processed through the Pebl payments portal in connection with a Chargeback, and you permit Pebl to share at any time any information about you or the Transaction the subject of a Chargeback claim with the Customer or financial institution or any body Pebl is obligated to inform necessary to investigate or mediate a Chargeback.

3.7 Procedures for Sale Refunds and Chargebacks

(a) Pebl shall process all Chargebacks and Sale Refunds by:

(i) debiting your Pebl Account with the amount if sufficient funds are available in your Pebl Account (in circumstances where funds have been processed but not settled into your Nominated Account) to meet the Chargeback or Sale Refund liability;

(ii) if there are insufficient funds available in your Pebl Account to meet the Chargeback or Sale Refund liability, debiting your Nominated Account as agreed to by you pursuant to the Direct Debit Request and the terms of the Direct Debit Service Agreement entered into at the time of sign-up by you to the Pebl App with the full amount of the Chargeback or Sale Refund liability.

If neither of the above two options are available, the amount of any Chargeback or Sale Refund liability shall immediately become a debt due and payable by you to Pebl, and you consent to Pebl setting off such amounts against any other amounts to be paid to you (including for Account Payments, but without affecting the calculation of the Fees). Such debt due and payable by you accrues interest daily calculated at the Interest Rate from the first day on which the amounts become due until Pebl receives effective payment of the Chargeback or Sale Refund liability amount with the accrued interest.

(b) If Pebl reasonably believes you will incur, or you are incurring, an excessive amount of Chargebacks or Sale Refunds (as assessed in Pebl's reasonable discretion), Pebl may:

(i) delay any Account Payments to you until all Chargeback or Sale Refund liabilities have been met by you; or

(ii) terminate its contract with you to provide the Services under these Terms by providing written notice.

(i) mediating and/or investigating Chargeback or Sale Refund disputes; and

(ii) processing the payment of any Chargeback or Sale Refund liabilities.

3.8 Errors and reconciliations

(a) Pebl will investigate any identified errors (whether identified by Pebl, you, or one of the Pebl Partners or Networks), and if confirmed, Pebl will attempt to fix any processing errors Pebl discovers in relation to your Pebl Account. If an error results in your receipt of fewer funds than you are entitled in accordance with these Terms, Pebl may credit your Pebl Account for the difference upon investigation. If an error results in your receipt of more funds than you are entitled, Pebl may recover the extra funds from you by withdrawal, direct debit, PayTo or set off from your Pebl Account or Nominated Account.

(b) You must also frequently review the details available on the Pebl Dashboard and reconcile this information with your own records of Transactions.

(c) Whilst Pebl will endeavour to resolve any errors resulting in a loss to you, you acknowledge and agree that in some cases the prospects of recovering funds you have lost due to a Transaction error may be very limited or even impossible. Except to the extent any Transaction error is caused by Pebl or its officers, employees or agents, Pebl is not liable for the Transaction error.

3.9 Networks and Network Rules

(a) Pebl's Services allow you to accept payments from the Network payment providers, offered through the Pebl Partners. Pebl may amend the Network payment providers available to you through the Services from time to time without notice, acting reasonably.

(b) In order to allow your Customers to utilise payment methods offered by the Network payment providers, Pebl is required to enter into agreements with these Networks and their affiliates. A requirement of these agreements with the Networks is that any merchant that signs up for a Pebl Account also agrees to comply with merchant requirements under the Network Rules, including the following Network Rules:

VISA: https://cdn2.hubspot.net/hubfs/5419069/FastTransact_February2019/PDF/Visa-card-acceptance-guidelines-visa-merchants-2017.pdf

Mastercard: https://www.mastercard.us/content/dam/public/mastercardcom/na/global-site/documents/mastercard-rules.pdf

JCB: https://www.global.jcb/en/merchants/requirements/index.html

American Express: https://www.americanexpress.com/content/dam/amex/au/merchant/pdfs/AmericanExpressMerchantTermsandConditions.pdf

UnionPay: https://user.95516.com/pages/misc/agree_en_US.html

(c) By using the Services, you acknowledge the applicability of the Network Rules and agree to comply with them to the extent applicable to merchants. In particular, you acknowledge that the Network Rules may impose certain conditions and obligations on you as a merchant relating to (by way of indication only):

(i) surcharges charged to your Customers;

(ii) refund obligations and procedures;

(iii) Chargebacks; and/or

(iv) use of branding and trade marks,

and that if you fail to comply with any of the Network Rules then Pebl may be required to terminate its engagement with you, suspend or cancel your Pebl Account and/or provide to the Networks with information about you immediately and without notice.

(d) The Networks may amend their Network Rules from time to time, without notice. Pebl may be required to amend these Terms in order to be consistent with the requirements of the Network Rules (as amended).

(e) Notwithstanding your agreement to comply with the Network Rules as set out in these Terms, any of the Networks may require you to enter into a direct agreement with them on separate terms and conditions.

3.10 BNPL Transactions

(a) Should Pebl make available a buy-now-pay-later (BNPL) payment option, then you may offer your Customers the ability to pay for goods or services in instalments when you sign up to a Pebl Account and make use of the Services. By enabling and offering a BNPL option you agree to be bound by the BNPL Pebl Partner’s merchant terms and conditions when signing up and offering that BNPL payment option.

(b) You acknowledge and agree that Account Payments involving a Transaction utilising BNPL attract higher Fees per Account Payment as from time to time posted on the Pebl Website (refer to clause 3.4 for more information about Fees).

3.11 Taxes

(a) You are responsible for:

(i) determining any and all taxes assessed, incurred or required to be collected, paid or withheld for any reason for your use of the Services, including any GST payable by your Customers for the purchase of goods and services (Taxes); and

(ii) collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority.

(b) You acknowledge and agree that Pebl is not obligated:

(i) to pay Taxes,

(ii) to determine whether Taxes apply; nor

(iii) calculate, collect, report or remit to any tax authority, any Taxes,

arising from any transaction. To the extent lawfully possible, Pebl specifically disclaims any liability for Taxes.

4. Pebl Partners

(a) In addition to the Networks, Pebl utilises the services of the following authorised Pebl Partners to deliver the Services to you including but not limited to:

(i) card payments processing provider(s) that Pebl has partnered with to offer payments processing functionality in conjunction with the Networks, through Pebl's Services.

(ii) account-to-account payment solutions provider(s) with near-real time funds availability capabilities, which Pebl has partnered with to offer your Customers the option to make payments for Transactions directly from their accounts.

(iii) buy-now-pay-later payment provider(s) which Pebl has partnered with to facilitate BNPL Transactions. Refer to clause 3.10 for terms relating to BNPL Transactions.

(b) In order to provide the Services, Pebl is required to comply with the terms and conditions agreed with its Pebl Partners. Your use of the Pebl Services may also be subject to the terms and conditions of a Pebl Partner. By using the Services, you acknowledge and agree to the following terms and conditions to the extent applicable to merchants using the Services Pebl provides:

(i) Stripe Payments Australia Pty Ltd ACN 160 180 343 - https://stripe.com/en-au/legal/connect-account

(ii) Azupay Trading Pty Ltd : https://azupay.com.au/terms/

(iii) Global Payments Australia 1 Pty Ltd (GPAU): https://www.globalpayments.com/en-au

(iv) any other terms and conditions of a Pebl Partner that Pebl partners with or notifies to you from time to time, either in writing or via the Pebl website, Pebl App(s) or Dashboard (or any of them).

5. Establishing your Pebl Account

5.1 General requirements and obligations

(a) Only businesses (including sole proprietors and charitable organisations) conducting legitimate business activities are eligible to apply for a Pebl Account and use the Services. You must only apply for a Pebl Account and use the Services if you are operating a business, or are the authorised Representative of a business. You must not process Transactions for someone else. If you do, you will be liable for any Chargebacks and Pebl may immediately terminate the provision of Services to you.

(b) You are fully responsible for all activity that occurs under your Pebl Account, including for any actions taken by persons to whom you have granted access to the Pebl Account or, who through your breach of these Terms, obtains such access.

(c) You acknowledge that any information you provide as part of the process of establishing your Pebl Account will be held and processed by Pebl's authorised partners, and that:

(i) Pebl may use this information to verify any other information you have provided to Pebl; and

(ii) in some cases, such information may lead to suspension or termination of your Pebl Account.

(d) Pebl collects and handles personal information in accordance with all applicable Privacy Laws, and in accordance with Pebl's Privacy Policy. As part of providing information to Pebl, you may be asked to provide personal information about individuals and volunteers associated with your business in which case, you agree to take reasonable steps to provide such personal information and to direct such individuals to Pebl's Privacy Policy.

(e) You warrant and represent to Pebl that all information you provide to Pebl is true, accurate, up-to-date and not misleading. You must keep all the information on your Pebl Account up-to-date and current. At any time during the term of your contract with Pebl for your use of the Services, Pebl may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify your or your Representatives' identities, and assess the risk associated with your business.

(f) If at any time Pebl discovers, or is informed by any of Pebl's Pebl Partners that, any information you have provided to Pebl is untrue or misleading, or if you fail to provide certain information or material to Pebl or Pebl's Pebl Partners on receipt of a request to do so, Pebl may suspend or terminate your use of the Services and your Pebl Account.

(g) You authorise Pebl to retrieve information about you from Pebl's service providers and other third parties at any time, including credit reporting agencies and information bureaus and you authorise and direct such third parties to compile and provide such information to Pebl.

5.2 Pebl Account Registration

(a) To register with Pebl for a Pebl Account and use the Services, you must be over the age of eighteen (18) years, and must provide Pebl with certain information, which includes:

(i) the registered and/or trading name of your business or charity;

(ii) the registered address of your business or charity, and the address of any physical location where your business or charity may conduct Transactions;

(iii) information necessary to verify your legal and beneficial ownership of the business or representation of the charity (which may include copies of government-issued identifiers, ABN, ACNC and ASIC look ups, financial statements or documents, business invoices);

(iv) the full name, date of birth and contact details of your Representative, including phone number and email address, and which may also include evidence of this individual’s authority to engage on behalf of the business or charity;

(v) any identifiers associated with your business or charity (ABN, ACN, or any other identifier);

(vi) a description of the nature of your business or charitable activities;

(vii) your Nominated Account details; and

(viii) any other information reasonably requested by Pebl in order to establish your Pebl Account or verify any of the information you have provided Pebl.

(b) Pebl (or an authorised Pebl Partner) will conduct, via the Pebl App, standard verifications of the information you have provided in order to satisfy itself of your identity and entitlement to make use of the Pebl Services. These may include standard ‘know your customer’ and ‘know your business’ verifications, or other such verifications and checks required to satisfy Pebl’s obligations under applicable laws.

(c) Upon Pebl (or an authorised Pebl Partner) successfully completing the necessary verifications , you may commence utilising the Services through your Pebl Account and the Pebl App.

(d) If for any reason Pebl (or an authorised Pebl Partner) is unable to perform any necessary checks on your registration for a Pebl Account, or Pebl (or anauthorised Pebl Partner) is unable to satisfactorily verify any of the information you have provided as part of your registration in accordance with its obligations under applicable laws, you will not be able to access the Services via the Pebl App.

6. The Pebl App

6.1 Accessing Services through the Pebl App

Pebl's Services are accessed and used through the Pebl App, available on most Devices.

To make use of the Pebl Services, your Device needs to be connected to the internet either through wireless connection or through mobile data and having updated software and Near Field Communication capabilities. To access the Services, you will need to download and install the Pebl App from the Google Play Store or the Apple App Store, or otherwise access the Pebl App through a web browser.

6.2 Obligations that apply to your use of the Pebl App

You must:

(e) use the Pebl App within Australia only unless the Pebl App is also available for download in other countries and Pebl has agreed to you using the Pebl App in that country;

(f) only use the Pebl App for legitimate business or charitable purposes; and

(g) ensure your username and password to access the Pebl App are kept secure at all times, including by changing your password at any time you have reason to suspect it may have been compromised.

6.3 Responsibilities and liabilities

You are responsible and liable for:

(a) the personal security of your Device, including for the taking of any safety measures reasonably necessary to ensure the safety of your Device;

(b) any activity that occurs through the Pebl App (including unauthorised refund transactions), except to the extent the activity occurs due to Pebl's breach of these Terms, negligence, fraud or wilful misconduct;

(c) all costs (including standard charges, data costs and other fees) imposed by your telecommunications or data provider, associated with your use of the Services through the Pebl App, including for:

(i) the internet activity in accessing the Google Play store or Apple App store and downloading the Pebl App; and

(ii) using the Pebl App with your compatible device

(d) You must take reasonable steps to ensure that each Device used to access the Services:

(i) is protected by a passcode, biometric authentication or equivalent access controls;

(ii) operates only supported versions of its operating system and has current security updates installed;

(iii) is not rooted, jailbroken or otherwise modified so as to circumvent the security controls implemented by the operating system or the Pebl App;

(iv) is protected against unauthorised access, malware and other malicious software using reasonable security measures appropriate to the Device;

(v) is reported promptly to Pebl where the Device is lost, stolen or where you reasonably suspect the Device or your Pebl Account has been compromised; and

(vi) is used only by persons authorised by you to access the Services.

6.4 Modifications and upgrades to Pebl App

(a) You must, at all times, use the latest version of the Pebl App.

(b) Pebl may modify or upgrade the Pebl App from time to time. Once a modification or upgrade to the Pebl App is made, Pebl will make such upgrade or modification available to you (including through the Google Play store or Apple app store), and your Pebl App should automatically receive all software modifications or upgrades upon a refresh of the Pebl App.

6.5 Availability of the Pebl App

(a) Pebl does not warrant or guarantee the continuous availability of Services through the Pebl App.

(b) Notwithstanding Pebl's exercise of due care and skill to make the Pebl App and the associated Services available to you without disruption, operation of the Pebl App and associated services may be disrupted by circumstances beyond Pebl's control (such as bank network, communications or power outages) in which case Pebl has no liability for any loss or damage arising from such disruption.

(c) The Pebl App may be unavailable due to scheduled maintenance or downtime. Pebl will endeavour to provide you with notice of the anticipated maintenance or downtime, if possible.

6.6 Offline Transactions

(a) In the event that Pebl makes Offline Transactions available, this means that Pebl will permit certain Transactions to be initiated or accepted while a Device has limited or no network connectivity (Offline Transactions).

(b) Offline Transactions, if made available, are accepted subject to any limits, conditions, transaction values, merchant eligibility criteria, risk settings and operating requirements determined by Pebl, its authorised payment processing partners, card schemes or applicable laws from time to time.

(c) An Offline Transaction is not deemed authorised or irrevocably approved until it has been successfully transmitted, synchronised and authorised by the relevant payment processing infrastructure, acquiring institution and, where applicable, the relevant card scheme or issuing financial institution.

(d) Pebl may decline, reverse or cancel an Offline Transaction where:

(i) the Transaction cannot be successfully synchronised;
(ii) the Transaction is declined during subsequent authorisation;
(iii) fraud or suspected fraud is detected;
(iv) the Transaction exceeds any applicable offline risk limits; or
(v) such action is required by applicable law, Network Rules or the requirements of any Pebl Partner.

(e) Merchants acknowledge that Offline Transactions carry an increased level of operational and payment risk compared with online authorised Transactions and accept that some Offline Transactions may subsequently be declined, reversed or become subject to Chargeback.

(f) Pebl will implement reasonable technical and security measures to protect Offline Transaction data while it is securely stored on the Device pending transmission to Pebl’s payment processing infrastructure, including encryption and integrity controls where applicable. However, merchants remain responsible for maintaining the physical and logical security of Devices used to access the Services, including protecting Devices from unauthorised access, loss, theft, malware, operating system compromise or other security vulnerabilities.

(g) Where a Device containing Offline Transactions pending transmission to Pebl’s payment processing infrastructure is lost, stolen, damaged or otherwise rendered inoperable, Pebl will use reasonable efforts to recover and transmit those Transactions where technically possible. Pebl does not warrant that all Offline Transactions will be recoverable in such circumstances and is not liable for these.

(h) Subject to the Australian Consumer Law and any other non-excludable rights, Pebl shall not be liable for any loss arising from the inability to recover, transmit, process or authorise Offline Transactions where such loss results from network unavailability, device failure, device compromise, merchant actions or omissions, Force Majeure Events, or circumstances beyond Pebl's reasonable control.

(i) Pebl may suspend or withdraw Offline Transaction functionality at any time where reasonably necessary to protect the integrity or security of the Services or to comply with the requirements of its payment processing partners, Network Rules or applicable law.

6.7 Information Security

(a) Pebl is committed to maintaining administrative, technical and physical safeguards that are reasonable and appropriate to protect the confidentiality, integrity and availability of the Services and information processed through the Services.

(b) Pebl may implement, modify or enhance security controls, authentication methods, encryption standards, fraud detection measures, transaction monitoring, device integrity checks, access controls and other security requirements from time to time where reasonably necessary to:

(i) protect the Services;
(ii) protect Merchants and Customers;
(iii) comply with applicable laws, industry standards, Network Rules or the requirements of Pebl Partners; or
(iv) respond to emerging security threats.

(c) You acknowledge that the security of the Services is a shared responsibility between Pebl and the Merchant. While Pebl is responsible for maintaining the security of the Pebl platform and the Services under its control, you remain responsible for maintaining the security of your Devices, user accounts, passwords, authentication credentials and internal business processes.

(d) You must:

(i) promptly install updates to the Pebl App where made available;
(ii) maintain current operating system and security updates on Devices used to access the Services;
(iii) notify Pebl immediately upon becoming aware of any actual or suspected unauthorised access to your Pebl Account, Device or authentication credentials;
(iv) cooperate with Pebl in investigating any suspected security incident affecting your use of the Services; and
(v) take reasonable steps to minimise the impact of any suspected security incident.

(e) Pebl may suspend, restrict or terminate access to the Services, or require additional authentication or verification, where Pebl reasonably believes this is necessary to protect the security or integrity of the Services, Merchants, Customers, Pebl Partners or payment networks.

(f) Pebl may utilise third-party service providers, hosting providers, payment processors, cloud infrastructure providers, identity verification providers and security service providers in connection with the delivery and protection of the Services, provided that Pebl takes reasonable steps to ensure such providers are appropriately required to protect information entrusted to them.

(g) Nothing in this clause constitutes a guarantee that the Services or any technology environment will be completely free from cyber threats, unauthorised access or malicious activity. Each party acknowledges that cyber risks continually evolve and agrees to take reasonable steps to maintain appropriate security practices within its respective areas of responsibility.

(h) This clause operates in conjunction with Pebl's Privacy Policy, applicable Network Rules and any security obligations imposed by law, all of which continue to apply.

6.8 Security Incidents

(a) Each party must notify the other as soon as reasonably practicable after becoming aware of any security incident that materially affects, or is reasonably likely to materially affect, the confidentiality, integrity or availability of the Services or information processed through the Services.

(b) Pebl will investigate any material security incident affecting the Services and will take reasonable steps to contain, remediate and minimise the impact of the incident.

(c) Where required by applicable law, Pebl will comply with its obligations regarding notification of eligible data breaches to affected individuals and relevant regulatory authorities.

(d) Merchants agree to provide reasonable and helpful assistance and information requested by Pebl in connection with investigating or responding to any security incident affecting the Merchant's use of the Services.

7. Pebl licence

7.1 The Services

(a) Pebl grants to you a limited, non-transferable (and without any rights to sublicence), non-exclusive licence to access and use the Services for the purposes of receiving funds for goods and services provided by you to Customers for the duration of these Terms.

(b) You must not, and must not authorise, direct or allow anyone else to:

(i) misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the Pebl App, interfaces and instructions Pebl provides;

(ii) probe, scan, reverse engineer, decipher, disassemble or test the vulnerability of any system, software or network Pebl uses or provide, or attempt to circumvent any licence, timing or use restrictions that are built into the Services;

(iii) engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other users;

(iv) use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity; or

(v) unless authorised in writing by Pebl, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.

(c) You must use best endeavours to not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

7.2 Logos and branding

(a) For as long as Pebl provides the Services to you:

(i) Pebl grants to you a non-exclusive, non-transferable (and without any rights to sublicense), royalty-fee free licence to use and reproduce on your website and points-of-sale logos, brands and trade marks associated with Pebl for the sole and limited purpose of advertising to your Customers the availability and general functionality of the Services, provided that:

1. you comply with any direction given by Pebl as to the display, use or reproduction of its logos, brands and trade marks; and

2. any such use of the Pebl logos, brands and trade marks is in accordance with any brand guidelines provided by Pebl from time to time; and

(ii) you grant to Pebl a non-exclusive, non-transferable (and without any rights to sublicense), royalty-fee free licence to use and reproduce on the Pebl website or in its marketing activities logos, brands and trade marks associated with your business or charity for the sole and limited purpose of advertising that you are a user of the Pebl Services, provided that Pebl complies with any reasonable direction given by you as to the display, use or reproduction of your logos, brands and trade marks.

(b) The licence granted to Pebl by you under clause 7.2(a)(ii) shall include a licence to use and reproduce any messages, testimonials or statements you have provided to Pebl (including through the Pebl App) on the Pebl website and in marketing materials, provided that such message, testimonial or statement shall be associated only with your business or charity.

(c) For the avoidance of doubt, the licences set out in this clause 7.2 will terminate, and each of you and Pebl must promptly cease all uses and reproductions under those licences, on the occurrence of either party terminating these Terms and the provision of the Services by Pebl to you.

8. PCI compliance

Each Pebl Partner that accesses or processes payment cards or otherwise handles cardholder data is compliant with Payment Card Industry Data Security Standards (PCI-DSS), and will only store, process and transmit cardholder data in compliance with the applicable PCI DSS as well as any requirements that are applicable under the Network Rules.

9. Your warranties

You represent and warrant to Pebl that:

(a) you are at least eighteen (18) years of age;

(b) you or the business you act as Representative for are eligible to register and use the Services and have the right, power, and ability to enter into and perform the obligations under these Terms;

(d) you will pay all fees, costs, chargebacks, refunds and any other such costs incurred or owed to Pebl and in this regard and agree to Pebl direct debiting your Nominated Account or such other account authorised by you pursuant to the Direct Debit Request and the terms of the Direct Debit Service Agreement agreed to at sign up to the Pebl App;

(e) you and all Transactions initiated by you will comply with all Commonwealth, state, territory, and local Laws, rules, and regulations applicable to you and/or your business, including any applicable tax or employment laws or regulations;

(f) you have obtained all necessary consents and permissions required under applicable laws in connection with your use of the Services (including all necessary consents in relation to the collection and handling of personal information and sending of commercial electronic messages);

(g) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and

(h) your use of the Services will be in compliance with these Terms.

10. Restrictions on your use of the Services

10.1 Your compliance with Applicable Laws

You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (Laws) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the consumer protection, unfair competition, privacy, consumer laws and false advertising, unfair contracting laws and any other Laws relevant to Transactions.

10.2 Prohibited and Restricted Businesses and Activities

You must not use the Services to enable any person (including yourself or any Representative) to benefit from any of the following activities (together, Prohibited or Restricted Business):

(a) use of the Services in or for the benefit of a country, organisation, entity, or person against whom any government has issued a sanction or embargo, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Commission, United Kingdom or Australia; and

(b) any other practice or use of the Services which Pebl or Pebl Partner identifies from time to time as a Prohibited or Restricted Business including the following: illegal products and services, products and services that infringe Intellectual Property Rights, products and services that are unfair, predatory, or deceptive, adult content and services, firearms, explosives and dangerous materials, gambling, marijuana, travel, tobacco and pharmaceutical products or services.

10.3 Unauthorised or Illegal Use

(a) You must not use the Services to facilitate, directly or indirectly, any illegal Transactions or permit others to use the Services for the purpose of an illegal Transaction or undertaking.

(b) Pebl may refuse to process, reverse, condition, or suspend any Transactions that it believes or reasonably suspects:

(i) may violate these Terms or other agreements you may have with Pebl or the Networks;

(ii) are unauthorised, fraudulent or illegal; or

(iii) expose you, Pebl, or others to risks unacceptable to Pebl,

and in such circumstances Pebl may also provide any information related to such activity (including information about your business or charity, your Transactions, your Customers and your Pebl Account) to the appropriate enforcement authorities or financial institution without notice or consent and may, at its absolute discretion, suspend, condition or terminate your Pebl Account and access to the Services without notice.

11. Liability

11.1 Australian Consumer Law

(a) Nothing in these Terms is intended to exclude, restrict or modify any rights which you may have under the Australian Consumer Law.

(b) If you are a Consumer, then the Services may be subject to consumer guarantees that cannot be excluded under the Australian Consumer Law.

(c) If you are a Consumer, and the Services are deemed to be ordinarily acquired for personal, domestic or household use:

(i) for major failures with the Services, you are entitled to cancel the Services and to a refund of any amounts paid by you for the unused portion of those Services (or compensation for their reduced value); and

(ii) you are entitled to compensation for any other reasonably foreseeable loss or damage from a failure in the Services,

and nothing in these Terms should be interpreted as attempting to exclude, restrict or modify such guarantees or the rights.

(d) Subject to law, if you are a Consumer, and the Services are not deemed to be ordinarily acquired for personal, domestic or household use, Pebl's liability to you in connection with any breach of consumer guarantees in respect of the Services Pebl provides is limited (at Pebl's discretion) to:

(i) the supplying of the Services again; or

(ii) the payment of the cost of having the Services supplied again.

11.2 Limitation of liability

Subject to clause 11.1 (which applies to a breach of a consumer guarantee) and to the maximum extent permitted by law:

(a) Pebl will not be liable to you for your inability to use or access the Pebl App and the associated Services as a result of any:

(i) termination or suspension of your access or your Pebl Account in accordance with these Terms or at law; or

(ii) any unanticipated or unscheduled downtime of all or a portion of the Pebl App and/or the associated Services as a result of power outages, system failures or other interruptions, except to the extent that the downtime or outage is caused as a direct result of an act or omission of Pebl;

(b) ; and

(c) Pebl will not be liable to you for any consequential loss, meaning any loss or damage which, although in the contemplation of the parties at the time they entered into this arrangement for the provision of Services, is not a loss or damage which may fairly and reasonably be considered to arise naturally (that is, in the usual course of things) from the breach or other act or omission.

11.3 Indemnity for non-compliance

You indemnify Pebl and must reimburse Pebl on demand for any loss arising directly or indirectly from:

(a) any fine imposed by a Network in connection with the processing of an illegal Transaction;

(b) any breach of these Terms by you;

(d) the goods or services provided by you to a Customer;

(e) Chargebacks, fraud or inappropriate use of the Services (as determined by the Network or an industry body),

except to the extent caused by Pebl's fraud, negligence or wilful misconduct or that of its officers, employees or agents.

12. When these Terms may be terminated

This clause 12 applies in addition to the rights to terminate set out otherwise in these Terms.

12.1 Termination

Subject to clause 12.2:

(a) either party may terminate these Terms and the supply of the Services at any time and for any reason by providing the other party 30 days prior written notice;

(b) Pebl may immediately terminate these Terms and the supply of the Services if there are chargebacks, fraud or for any inappropriate use of the Services.

12.2 Effects of termination

(a) Termination does not immediately relieve either party from obligations incurred under these Terms. Upon termination:

(i) unless prevented by law, Pebl must complete all pending Account Payments;

(ii) you must stop accepting new Transactions through the Service;

(iii) you must immediately remove all Pebl logos and branding from your website and business premises; and

(iv) Pebl must immediately remove logos and branding from its website and business premises.

(b) In addition, upon termination:

(i) all licences granted under these Terms will end; and

(ii) you are still liable to Pebl for any Fees, Chargebacks or fines, or other financial obligation incurred by you or through your use of the Services prior to termination and Pebl may continue to debit any Chargebacks or fines in accordance with any direct debit authority.

(c) Notwithstanding termination of these Terms, any clauses in these Terms which is intended by the parties to survive termination will so survive such as this clause 12.

13. Dispute Resolution

13.1 Application

(a) This clause 13 applies to any dispute which arises between you and Pebl (each, a Party and together, the Parties) in connection with these Terms.

(b) Subject to clause 13.5, a Party must not commence or maintain any action or proceeding in any court, tribunal or otherwise regarding a dispute. The parties agree to comply with the provisions of this clause 13.

(c) Notwithstanding any other provision in this clause 13, the Parties may together agree, in writing, to vary any time period set out in this clause 13 where each Party agrees that such variation is reasonably necessary or appropriate to resolve a dispute in the circumstances.

13.2 Discussions

(a) If a Party considers that a dispute has arisen, that Party may issue a written dispute notice to the other Party, which must contain reasonable particulars of the matter in dispute and any proposed resolution.

(b) The Parties must, within five (5) Business Days from the date on which the dispute notice is given, hold good faith discussions in person or via teleconference (such as utilising Google Meet, Zoom or Microsoft Teams) between a nominated director or equivalent officer or executive of each Party in attempt to resolve the dispute and must (subject to any applicable privilege) furnish to the other Party all information with respect to the dispute which is appropriate in connection with its resolution.

(c) If the dispute has not been resolved within five (5) Business Days after commencement of discussions, or a longer period as agreed between the Parties, either Party may elect to refer the dispute to expert determination by providing a written notice of expert determination to the other Party.

13.3 Expert Determination

(a) If a Party refers a dispute to expert determination under clause 13.2(c), then the Parties must endeavour to agree upon within five (5) Business days a suitably qualified and independent expert to mediate the matter (Expert). If the parties are unable to agree on who should be appointed as an Expert, the Expert will be a person nominated by the Australian Disputes Centre (ADC) or equivalent expert should the Pebl App be utilised in other countries.

(b) The Parties agree that the Expert must be an independent person with appropriate expertise in the matter that is the subject of the dispute and that an independent person means a person who has not had any business dealings with any of the Parties in the 24 months before the date of appointment.

(i) give a written notice (Dispute Notice) to the Expert, setting out the matters about which the Expert is requested to make a decision;

(ii) give the other party a copy of the Dispute Notice; and

(iii) give the other party a reasonable opportunity to make submissions to the Expert about the matters the subject of the disagreement.

(d) If necessary, the Parties:

(i) must give the Expert full access to any records or information the Expert reasonably requests to make a decision; and

(ii) may make submissions about the matters the subject of the disagreement.

(e) The Parties agree that any decision or award made by the Expert under this clause 13.3 will, in the absence of manifest error, be binding on the Parties. In making a decision, the Expert acts as an expert and not an arbitrator.

(f) The costs of any expert determination will be payable by:

(i) the Party that did not raise the dispute and was unsuccessful at expert determination;

(ii) the Party that did raise the dispute and was unsuccessful at expert determination; or

(iii) in the event of a true determination where both parties each benefitted and/or lost from the Expert’s decision, then the Parties in equal shares.

13.4 Continued Performance

(a) Except where the dispute renders it impossible, illegal or detrimental to do so in Pebl’s sole discretion or otherwise as agreed between the Parties, the Parties must continue performing their respective obligations under these Terms while a dispute is being resolved, unless and until such obligations are terminated or expire in accordance with these Terms.

(b) Each Party must use reasonable endeavours to ensure that where a dispute is reasonably foreseeable, it is dealt with at a sufficiently early stage to ensure that there is a minimum adverse effect on the ability of either Party to perform its obligations under these Terms.

13.5 Interlocutory Relief

Notwithstanding anything in this clause 13, a Party at any time may commence court proceedings in relation to any dispute or claim arising under or in connection with these Terms where that Party seeks urgent interlocutory relief.

14. Disclosures and electronic notices

You agree to receiving electronic communications from Pebl. Subject to applicable laws, Pebl may provide disclosures and notices required by law and other information about your Pebl Account to you electronically, by posting it on the Pebl website, pushing notifications through the Services or Pebl App, or by emailing it to the email address listed in your Pebl Account. Electronic disclosures and notices have the same meaning and effect as if Pebl had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to the Pebl website, or within twenty-four (24) hours of the time emailed to you.

15. General terms

15.1 Notifications to Pebl

You must promptly notify Pebl by email to support@pebl.me immediately but no later than three (3) Business Days after any of the following occur:

(a) you are the subject of an Insolvency Event;

(b) there is an adverse change in your financial condition;

(c) you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or

(d) you become registered for GST, or if you are already registered for GST, you stop being registered for GST, get a new GST registration number or transfer your business as a going concern.

15.2 Assignment

You may not assign or otherwise deal with any of your rights, interests or obligations under these Terms. Pebl may novate, assign or otherwise deal with any of its rights, interests or obligations under these Terms.

15.3 Force Majeure

Pebl will not be liable to you for any failure to perform or delay in performing its obligations or for any inability to use or access the Pebl App or the associated Services under these Terms if that failure, delay or inability to use or access is due to a Force Majeure Event.

15.4 Waiver

No failure to exercise or delay in exercising any right given by or under these Terms to a party constitutes a waiver and the party may still exercise that right in the future.

15.5 Severability

If any provision of these Terms is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions these Terms or affecting the validity or enforceability of that provision in any other jurisdiction.

15.6 Relationship

Except as expressly stated, nothing in these Terms will constitute the parties as partners or joint venturers or gives rise to any other form of fiduciary relationship between the parties.

15.7 Governing law and jurisdiction.

These Terms are governed by the laws in force in New South Wales, Australia, and the parties submit to the nonexclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with these Terms.

SCHEDULE 1 -PEBL DIRECT DEBIT REQUEST

By accepting these Terms and Conditions and completing the Pebl onboarding process and application, you, the Merchant:

1. requests and authorises Pebl Payments Pty Ltd ABN 47 661 102 030 ("Pebl") to debit the nominated bank account identified from time to time;

2. authorises Pebl to debit amounts owing under these Terms and Conditions, including but not limited to:

Chargebacks;
Refund adjustments;
Card scheme fines or penalties attributable to the Merchant;
Processing fees;
Subscription fees;
Platform fees;
Monthly or annual fees;
Chargeback administration fees;
PCI or compliance fees (where applicable);
Amounts payable following or because of fraud investigations;
Incorrect settlements;
Negative settlement balances;
Any other amounts owing under the Merchant Agreement or Pebl Account.

3. confirms that the nominated account is held with an Australian financial institution capable of accepting direct debits.

4. warrants that the Merchant is authorised to operate the nominated account.

5. authorises Pebl to continue debiting the nominated account until:

all obligations under these Terms have been satisfied; and if necessary
the Merchant relationship has been terminated.

6. acknowledges that this Direct Debit Request forms part of the Pebl Account and these Pebl Terms and Conditions.

SCHEDULE 2 – PEBL DIRECT DEBIT SERVICES AGREEMENT

1. Definitions

In this Agreement:

Account means the Merchant's nominated bank account from time to time.

Business Day means a day banks are open in Australia.

Debit Day means the day Pebl initiates a debit.

Pebl Account Merchant means you, the Merchant who has set up a Pebl Account.

2. Authority

The Pebl Account Merchant authorises Pebl to debit the Account or such other account associated with you the Merchant for amounts payable under the Pebl Account Merchant Agreement.

Pebl may debit the Account whenever amounts become due.

3. Purpose of Debits

Debits may occur for:

Chargebacks
Fraud losses
Refunds
Merchant processing fees
Platform fees
Subscription fees
Adjustments
Settlement corrections
Negative balances
Card Scheme assessments or fees
Partner assessments or fees
Fees in relation to fraud investigations
Government charges
Taxes
Any amount owing under the Pebl Account Merchant Agreement.

4. Variable Amounts

The Merchant acknowledges that debit amounts may vary and may not be known in advance.

The Merchant authorises Pebl to debit variable amounts or set off amounts at any time.

5. Timing

Pebl may debit at times:

immediately following a chargeback;
when settlement adjustments are required;
on monthly billing dates; or
whenever amounts become payable.

Or such other time(s) as Pebl in its discretion determines in its sole discretion.

6. Notice

The Merchant agrees that invoices, settlement reports, dashboard notifications or email notifications constitute sufficient notice of amounts to be debited.

No separate Direct Debit notice is required.

7. Merchant Obligations

The Merchant must:

maintain sufficient cleared funds in the Pebl Account;
ensure the Pebl Account remains active;
notify Pebl of Pebl Account or nominated bank account changes immediately;
ensure all Pebl Account and bank account details remain accurate.

8. Dishonoured Debits

If a debit is dishonoured, Pebl may:

retry the debit;
suspend settlement and payouts;
suspend merchant facilities;
charge any reasonable bank dishonour fees;
recover recovery costs and interest and unpaid sums;
terminate the Pebl Account Merchant Agreement.

9. Disputes

If the Merchant disputes a debit, it must first contact Pebl at support@peblpay.com.au

10. Cancellation

The Direct Debit Request may only be cancelled by:

written agreement with Pebl which may be withheld in its sole discretion

until such time when all outstanding amounts have been paid.

Pebl may continue debiting amounts that become payable after termination where they relate to transactions processed before termination. The parties note that chargebacks and other fees can arise months after you, a merchant ends the Pebl Account.

11. Privacy

Pebl will collect and use banking information in accordance with its Privacy Policy.

12. Liability

Pebl will only be liable for direct loss caused by its own gross negligence or wilful misconduct in processing a debit.

Pebl is not liable for losses arising from:

insufficient funds;
bank processing delays;
incorrect account information supplied by the Merchant;
actions of financial institutions.

13. Changes

Pebl may amend this Direct Debit Service Agreement by email, dashboard notification or publication on the Pebl website in advance.

Schedule 3 – Fundraising Features Terms and Conditions

1. Application

1.1 These Fundraising Terms apply where you elect to use a Fundraising Feature in accordance with clause 3.1(g) of these Terms.

1.2 These Fundraising Terms form part of, and are incorporated into, the Terms, and apply in addition to, and do not limit, the other provisions of the Terms.

1.3 In the case of any inconsistency between the terms of these Fundraising Terms and the Terms, the Fundraising Terms will prevail to the extent of the inconsistency.

2. Role of Pebl

2.1 You acknowledge and agree that:

(a) Pebl provides a technology platform only, and does not organise, conduct, promote, sponsor or endorse any Fundraising Activity;

(b) you are the sole organiser and conductor of each Fundraising Activity, and are solely responsible for all decisions, content, prizes, terms and conduct of that Fundraising Activity, including any terms and conditions you make available to participants; and

(c) Pebl does not provide any legal, financial, compliance, due diligence or risk management advice as part of the Services. Any permit or threshold information requested within the Pebl App or Dashboard is for Pebl's internal risk purposes only, is provided for your convenience, and is not advice or confirmation of your compliance with any Law.

3. Fundraising Warranties and Obligations

3.1 In connection with the Fundraising Activity, you warrant and agree that you (and will procure that anyone you authorise to use a Fundraising Feature) will:

(a) comply with all applicable Laws relevant to the Fundraising Activity, including charitable fundraising, gaming, lottery, trade promotion and consumer protection Laws in each jurisdiction in which it is conducted or made available;

(b) obtain, maintain and comply with the conditions of any permit, licence, authority or registration required for the Fundraising Activity, and provide evidence of it to Pebl on request;

(c) not conduct, or permit to be conducted, a Fundraising Activity that you know or reasonably suspect is unlawful or for which you lack a required permit;

(d) ensure all information you provide about the Fundraising Activity (including prize descriptions, values and how winners are determined) is true, accurate and not misleading;

(e) not engage in misleading, deceptive or unethical conduct;

(f) take reasonable steps to verify that participants are at least 18 years of age where required by Law;

(g) apply proceeds consistently with the purpose for which they were represented as being raised; and

(h) immediately notify Pebl in writing of any actual or suspected non-compliance with this clause 3, or any regulatory inquiry or action relating to a Fundraising Activity.

4. Raffles and Auctions

4.1 You are solely responsible for the conduct and fulfilment of each Fundraising Activity, and you must:

(a) where the Fundraising Activity is a raffle, conduct the draw in accordance with any applicable Law and the conditions of any permit or licence held by you, and select, notify and deliver the prize to the winner; and

(b) where the Fundraising Activity is an auction, ensure the accuracy of any item description, determine and communicate the basis on which a winning bid is decided, collect payment from the winning bidder, and deliver the item to the winning bidder.

4.2 Where the Services include any feature to facilitate a digital draw or auction process, that feature is provided on an "as is" basis and does not constitute Pebl's endorsement of, or responsibility for, the fairness, validity or legality of that process.

5. Records and Cooperation

5.1 You must keep proper and accurate records of each Fundraising Activity, including any permit, licence or authority held, participants and entries, prize values and winners, and any other records required under applicable fundraising, gaming or lottery Law (Fundraising Records).

5.2 You must, promptly at Pebl's request:

(a) within no more than 5 Business Days, provide Pebl with copies of the Fundraising Records; and

(b) provide reasonable assistance and information in connection with any regulatory inquiry, audit or investigation relating to a Fundraising Activity.

6. Participant Personal Information

6.1 Where you collect personal information from a Customer or participant in connection with a Fundraising Activity (including for entry, prize notification or marketing), you must:

(a) comply with all applicable Privacy Laws (as if you were an "APP entity" under the Privacy Act 1988 (Cth));

(b) only use that information for a purpose the individual would reasonably expect or has consented to;

(d) not (and must procure that your Representatives, employees, volunteers and other persons engaged by you do not) do anything which may cause Pebl to be in breach of any Privacy Laws.

6.2 You represent and warrant that you have all necessary rights to collect and provide any personal information relating to a Fundraising Activity to Pebl, and that Pebl's use of that information as contemplated by these Fundraising Terms will not violate any Laws or third-party rights. You are solely responsible for your collection, use, disclosure and handling of that personal information, and Pebl accepts no liability in connection with it except to the extent caused by Pebl's breach of the Terms, negligence, fraud or wilful misconduct.

7. Consumer Law and Participant Refunds

7.1 Where a Fundraising Activity involves the supply of a good, service, ticket or entry, you must comply with the Australian Consumer Law in connection with that supply. Pebl accepts no liability in connection with that supply.

7.2 You are solely responsible for providing any refund to a Customer or participant in connection with a Fundraising Activity (including where the activity is cancelled, altered, or a prize is not delivered as promised) as soon as reasonably practicable after receiving the request. Pebl has no liability in connection with that refund, except as otherwise provided under clause 3.5 (Refunds) of the Terms in respect of the underlying Transaction.

8. Indemnity and Liability

8.1 You indemnify Pebl and must reimburse Pebl on demand for any loss, cost, expense, fine, penalty or liability arising directly or indirectly from:

(a) your breach of these Fundraising Terms;

(b) your breach of any applicable Law (including charitable fundraising, gaming, lottery or consumer protection Law, and any failure by you to obtain or maintain any required fundraising permit, licence or authority);

(c) any regulatory action, investigation, audit, fine or penalty brought against Pebl arising from or in connection with a Fundraising Activity conducted by you; and

(d) any claim by a Customer or participant arising from or in connection with a Fundraising Activity,

except to the extent caused by Pebl's fraud, negligence or wilful misconduct or that of its officers, employees or agents.

2. Despite anything to the contrary, to the maximum extent permitted by law, Pebl will not be liable for, and you release Pebl from liability for, any loss, cost, expense, claim or liability caused or contributed to by, arising from or in connection with:

(a) any Fundraising Activity, including its content, conduct, prizes, results or outcome;

(b) any interaction between you and a Customer or participant in connection with a Fundraising Activity, including any dispute regarding entry, prize fulfilment, results or refunds;

(d) your failure to obtain or maintain any permit, licence or authority required for a Fundraising Activity.

3. For the avoidance of doubt, clause 11 (Liability) of the Terms continues to apply in relation to liability arising from these Fundraising Terms.

9. Suspension, Restriction and Removal

9.1 Without limiting clause 10.3 of the Terms, Pebl may, at its discretion and without liability, refuse to make a Fundraising Feature available to you, or suspend, restrict, condition or withdraw your access to a Fundraising Feature, if Pebl reasonably believes:

(a) you have breached these Fundraising Terms;

(b) the activity may not comply with applicable Law;

(d) continued availability would expose Pebl, a Customer, a participant or any other person to unacceptable risk (including reputational risk or risk to Pebl's relationship with a Network, Pebl Partner or regulator).

9.2 Without limiting clause 9.1, Pebl may, at its discretion and without liability, remove, disable or decline to publish any individual Fundraising Activity (or associated listing or content) on any of the grounds set out in clause 9.1.

10. Survival

These Fundraising Terms (including the indemnity in clause 8.1 and the liability exclusion in clause 8.2) survive the termination of the Terms in respect of any Fundraising Activity conducted, or purported to be conducted, prior to termination.

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