Merchant Services Agreement
PRX Vault Pty Ltd · Version 1.0 · June 2026
Table of Contents
1. Parties
This Merchant Services Agreement (Agreement) is entered into as of the Agreement Date between: Service Provider: PRX Vault (ABN: 97682267769), a Business registered in Australia, with its principal place of business at lvl 3 344 Queen St Brisbane City QLD 4000 Australia (PRX Vault or Service Provider). Merchant: As described in your Merchant Services Agreement, a [company/partnership/sole trader] incorporated/registered in Australia (Merchant). PRX Vault and the Merchant are each a Party and collectively the Parties.
2. Recitals
A. PRX Vault operates the PokitPal Offers Exchange (Platform), a card-linked and affiliate cashback platform connecting merchants with consumers through the PokitPal application and publisher network. B. The Merchant wishes to list cashback offers on the Platform and engage PRX Vault to manage its advertiser profile, campaigns, and associated commercial arrangements. C. The Parties enter into this Agreement to set out the terms on which PRX Vault will provide Merchant Services to the Merchant.
3. Definitions and Interpretation
3.1. Definitions
In this Agreement, unless the context otherwise requires: “ABN” means Australian Business Number as defined in the A New Tax System (Australian Business Number) Act 1999 (Cth). “ACN” means Australian Company Number as issued by ASIC under the Corporations Act 2001 (Cth). “Advertiser Profile” means the merchant profile created for the Merchant in the Platform dashboard, through which Offers are managed and reported. “Agreement” means this Merchant Services Agreement, including all Schedules, as amended from time to time. “Agreement Date” means the date of last signature on the execution page. “AML/CTF Act” means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth). “ASIC” means the Australian Securities and Investments Commission. “Australian Consumer Law” means Schedule 2 to the Competition and Consumer Act 2010 (Cth). “Authorised Director” means each director of the Merchant who has been verified under the KYB Process. “Campaign ID” means the unique identifier assigned by PokitPal to each Offer, containing the cashback rules, commission rates, and eligibility parameters for that Offer. “Cashback” means the monetary reward paid or credited to a Consumer upon completing a Qualifying Transaction. “Commencement Date” means the date on which the first Offer is activated on the Platform. “Consumer” means a person who accesses the Platform through the PokitPal application and participates in an Offer. “Corporations Act” means the Corporations Act 2001 (Cth). “Default Event” means any of the events described in clause 13.1. “Default Interest Rate” means the RBA Cash Rate (as published by the Reserve Bank of Australia from time to time) plus eight percent (8%) per annum, calculated daily. “Due Date” means the date that is 90 days after the date of an Invoice, or such other date agreed in writing by the Parties. “Fees” means the Service Fees and any other amounts payable by the Merchant under this Agreement. “GST” means the tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). “GST Law” means has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). “Invoice” means a tax invoice issued by PRX Vault to the Merchant in accordance with clause 8. “KYB Documents” means the documents and information required to be provided by the Merchant under clause 5. “KYB Process” means the know-your-business verification process described in clause 5. “Merchant Commission” means the percentage of each Qualifying Transaction payable by the Merchant to PRX Vault, as specified in Schedule 1. “Offer” means a cashback offer listed by the Merchant on the Platform, including all associated terms, cashback rates, validity periods, and eligibility criteria, as detailed in an Offer Order Form. “Offer Order Form” means a document (electronic or physical) executed by the Merchant specifying the details of an Offer, in the form set out in Schedule 2. “Outstanding Amount” means any Fees, Merchant Commission, or other amounts owing by the Merchant under this Agreement that remain unpaid after the Due Date. “Payment Recovery Action” means any action taken by PRX Vault under clause 13 to recover Outstanding Amounts. “Platform” means the PokitPal Offers Exchange platform operated by PokitPal in conjunction with PRX Vault. “PokitPal” means PokitPal Pty Ltd (ACN: [INSERT]), the technology operator of the Platform. “Privacy Act” means the Privacy Act 1988 (Cth). “Privacy Policy” means PRX Vault’s privacy policy published at [URL], as amended from time to time. “Qualifying Transaction” means a consumer purchase that satisfies all conditions of an Offer, as validated by the Platform. “RBA Cash Rate” means the official cash rate target set by the Reserve Bank of Australia. “Services” means the merchant services described in clause 4. “Settlement Window” means the period from the date of a Qualifying Transaction to the date on which Cashback is cleared, as specified in Schedule 1. “Term” means the term of this Agreement as set out in clause 6. “Termination Date” means the date on which this Agreement terminates in accordance with clause 14.
3.2. Interpretation
In this Agreement, unless the context otherwise requires: - headings are for convenience only and do not affect interpretation; - a reference to a statute includes all regulations, amendments, re-enactments, and successor legislation; - the singular includes the plural and vice versa; - a reference to a person includes a body corporate, partnership, joint venture, and unincorporated association; - including means including without limitation; - $ refers to Australian Dollars; and - a reference to a clause or Schedule is a reference to a clause or schedule of this Agreement.
4. Merchant Services
4.1. Scope of Services
Subject to the terms of this Agreement, PRX Vault agrees to provide the following services to the Merchant (Services): - creation and management of an Advertiser Profile on the Platform; - creation, activation, and management of Offers, including coordinating Campaign ID creation with PokitPal; - management of in-store and online Offer types (card-linked and affiliate); - reporting on Qualifying Transactions, Cashback states (Pending, Cleared, Cancelled), and campaign performance; - support and ticketing management through the PokitPal JIRA Support Hub; and - billing, invoicing, and settlement of Merchant Commissions.
4.2. Platform Access
PRX Vault shall arrange access to the Platform for the Merchant’s Offers. The Merchant acknowledges that: - the Platform is operated by PokitPal and PRX Vault’s obligations do not extend to PokitPal’s system availability or performance; - Campaign IDs are created by PokitPal within 24 hours of a Merchant Services ticket being raised by PRX Vault; and - PRX Vault holds the direct merchant relationship with the Platform as the contracting and invoicing party.
4.3. Offer Types
The Merchant may request any combination of the following Offer types, subject to Platform eligibility: - Card Linking — In-Store: Consumer must link a Visa or MasterCard before transacting at a participating physical venue. - Card Linking — Online: Consumer must link a Visa or MasterCard before transacting online. - Affiliate — Online: Consumer must open the PokitPal app and tap Shop Now; the affiliate link captures the transaction.
4.4. Offer Structures
The following Offer structures are supported on the Platform: - Basic flat rate (e.g., 20% cashback on all purchases). - Segmented rates (e.g., 10% on first purchase, 5% on subsequent purchases). - Minimum spend / maximum cashback caps. - Tiered rates (e.g., <$100 = 5% cashback; $100+ = 20% cashback). - New-customer-only restrictions.
5. Know Your Business (KYB) Requirements
5.1. Obligation to Provide KYB Information
Prior to the Commencement Date and as a condition precedent to PRX Vault activating any Offer, the Merchant must complete the KYB Process and provide to PRX Vault all KYB Documents to PRX Vault’s satisfaction.
5.2. KYB Documents — Business Verification
The Merchant must provide the following business verification documents: - Australian Business Number (ABN) or Australian Company Number (ACN) confirmation (via ASIC company extract or ABN Lookup); - Certificate of Registration or Certificate of Incorporation (for companies registered under the Corporations Act); - Current ASIC company extract confirming registered office, principal place of business, and current officeholders; - Business name registration (if trading under a name other than the registered company name); - Description of the Merchant’s principal business activities and product/service categories; - Merchant’s website URL and, for online Offers, confirmation of the affiliate or card-link integration method; - ATO Goods and Services Tax (GST) registration confirmation (if applicable); and - Bank account details for payment purposes, including BSB and account number, with supporting bank statement or bank letter.
5.3. KYB Documents — Director and Beneficial Owner Verification
In accordance with the AML/CTF Act and applicable ASIC guidance, the Merchant must provide, for each director of the Merchant and for any person who holds or controls 25% or more of the issued shares or voting rights in the Merchant (Beneficial Owner): - Full legal name; - Date of birth; - Residential address (current); - Certified copy of at least one primary photographic identification document, being either: - an Australian driver’s licence or learner’s permit; or - an Australian or foreign passport; or - an Australian proof of age card issued by a State or Territory government; and - where the primary document does not include a current residential address, a secondary document confirming address (e.g., a utility bill, bank statement, or government-issued notice dated within 90 days); - Written declaration confirming that the person identified is a current director and/or Beneficial Owner of the Merchant; and - Signed Director Consent Form in the form set out in Schedule 3, authorising PRX Vault to conduct verification checks.
5.4. Ongoing KYB Obligations
The Merchant must notify PRX Vault in writing within 7 days of any: - change in directors or company secretary of the Merchant; - change in Beneficial Ownership exceeding 25% of shares or voting rights; - change to the Merchant’s ABN, ACN, business name, or principal business activities; - deregistration or winding up proceedings commenced in respect of the Merchant; or - appointment of a liquidator, administrator, receiver, or similar insolvency official.
5.5. Right to Suspend Pending KYB
PRX Vault may, without liability, suspend or refuse to activate any Offer if: - the Merchant fails to provide KYB Documents within 10 Business Days of request; - PRX Vault is unable to verify the identity of a director or Beneficial Owner to its reasonable satisfaction; or - PRX Vault is required to do so by applicable law, ASIC, or a financial intelligence agency.
5.6. Privacy and Data Use
All personal information collected during the KYB Process will be handled in accordance with the Privacy Act and PRX Vault’s Privacy Policy. The Merchant consents to PRX Vault conducting identity verification checks through third-party verification services for the purposes of the KYB Process.
6. Term
6.1. Initial Term
This Agreement commences on the Agreement Date and continues on an ongoing basis from the Commencement Date until terminated by either Party in accordance with clause 14. There is no minimum or lock-in period.
6.2. Effect of Termination
The termination of this Agreement does not affect any accrued rights or obligations of either Party, including any Outstanding Amounts owed by the Merchant.
7. Merchant Commission and Fees
7.1. Merchant Commission
The Merchant agrees to pay PRX Vault the Merchant Commission on each Qualifying Transaction, as specified in Schedule 1. The Merchant Commission is calculated as: - the applicable commission percentage multiplied by the transaction value of each Qualifying Transaction; and - is subject to any minimum spend and maximum cashback caps agreed in the relevant Offer Order Form.
7.2. Cashback Funding Obligation
In addition to the Merchant Commission, the Merchant is responsible for funding the Cashback payable to Consumers for Qualifying Transactions. The Merchant acknowledges that: - Cashback funding is included in the amounts invoiced by PRX Vault under clause 8; - the Cashback rate forms part of the negotiated commercial terms set out in each Offer Order Form; and - any adjustment to Cashback rates requires execution of a new or amended Offer Order Form and Campaign ID update.
7.3. GST
All amounts specified in this Agreement are exclusive of GST unless expressly stated otherwise. If any supply under this Agreement is a taxable supply, the recipient must pay to the supplier, in addition to the consideration for the supply, an amount equal to the GST payable on the supply, on receipt of a valid tax invoice.
7.4. Fee Adjustments
PRX Vault may adjust the Merchant Commission rate with not less than 30 days prior written notice to the Merchant. If the Merchant does not accept the adjusted rate, the Merchant may terminate this Agreement in accordance with clause 14.2.
8. Billing and Invoicing
8.1. Invoicing
PRX Vault will issue Invoices to the Merchant on a monthly basis (or more frequently if agreed in Schedule 1). Each Invoice will include: - the Invoice number and Issue Date; - PRX Vault’s ACN and ABN; - the Merchant’s ABN and billing address; - a description of each Offer to which Qualifying Transactions relate; - the total transaction value of Qualifying Transactions during the billing period; - the Merchant Commission amount calculated on each Offer; - the Cashback funding amount; - any other agreed Fees; - GST amounts; and - the Due Date for payment.
8.2. Invoice Disputes
The Merchant must notify PRX Vault in writing of any bona fide dispute regarding an Invoice within 15 days of the Invoice date (Dispute Notice). The Dispute Notice must: - identify the specific line items disputed; - state the grounds for dispute with supporting evidence; and - specify the amount the Merchant accepts as undisputed. The undisputed portion of any Invoice remains payable by the Due Date regardless of any dispute. The Parties will negotiate in good faith to resolve Invoice disputes within 20 Business Days of the Dispute Notice.
8.3. Records
PRX Vault will maintain accurate records of all Qualifying Transactions, Cashback states, and Invoices for a period of 7 years from the date of the relevant transaction, in accordance with the Corporations Act and applicable tax legislation. The Merchant may request access to its own transaction records upon 5 Business Days’ written notice.
9. Payment Terms
9.1. Payment Period — 90 Days Net
Subject to clause 8.2 (Invoice Disputes), the Merchant must pay each Invoice in full, without set-off or deduction, by the Due Date being 90 days from the date of the Invoice (Net 90 Days).
9.2. Payment Method
Payment must be made by one of the following methods: - electronic funds transfer (EFT) to PRX Vault’s nominated bank account, details of which are provided on each Invoice; - BPAY (if made available by PRX Vault); or - such other method as PRX Vault may approve in writing from time to time. Payments by cheque are not accepted without prior written approval from PRX Vault.
9.3. Payment Currency
All payments must be made in Australian Dollars (AUD). Where applicable, international wire transfers are at the Merchant’s cost, including any currency conversion fees, which do not reduce the amount payable to PRX Vault.
9.4. Deemed Receipt
A payment is deemed received when the full amount is cleared and credited to PRX Vault’s nominated bank account. PRX Vault is not responsible for delays caused by the Merchant’s financial institution or payment intermediaries.
9.5. Prepayment
The Merchant may prepay any Invoice at any time without penalty. Prepayment does not affect the Merchant’s obligation to pay Invoices issued after the prepayment.
9.6. Security Deposit
PRX Vault reserves the right to require the Merchant to provide a security deposit (Security Deposit) in an amount equal to one month’s estimated Fees if: - the Merchant’s payment history indicates a pattern of late payment; - the Merchant has a credit risk profile that, in PRX Vault’s reasonable assessment, warrants additional security; or - a Default Event has previously occurred and been remedied. The Security Deposit will be held by PRX Vault and applied against any Outstanding Amounts upon termination or as otherwise agreed. Any unused Security Deposit will be returned within 30 days of the Termination Date.
10. Cashback Settlement Windows
10.1. Settlement Process
Cashback moves through the following states on the Platform: - Pending: the Qualifying Transaction has been identified and Cashback is awaiting clearance. - Cleared: the Cashback is confirmed and available for payout to the Consumer. - Cancelled: the transaction has been reversed, refunded, or otherwise disqualified.
10.2. Standard Settlement Windows
The standard Settlement Windows applicable to the Merchant’s Offers are as follows (unless otherwise agreed in Schedule 1): | Merchant Category | Window | Notes | |---|---|---| | Food & Services | ~7 days | Low return risk; cleared quickly. | | Retail | 45–90 days | Aligns to the Merchant’s return/refund period. | | Travel / Holidays | Post-travel completion | Cashback clears only after travel is completed, regardless of booking date. |
10.3. Cancelled Transactions
Where a Qualifying Transaction is subsequently Cancelled (including due to a refund, chargeback, or return within the Merchant’s return policy period), the Merchant will not be required to fund Cashback for that transaction. If Cashback has already been Cleared and paid, the amount will be set off against the next Invoice or, if no future Invoice is anticipated, repaid by the Merchant within 14 days of written demand.
11. Late Payment
11.1. Default Interest
If the Merchant fails to pay any Invoice by the Due Date, PRX Vault may charge interest on the Outstanding Amount at the Default Interest Rate from the Due Date until the date of actual payment (both dates inclusive), calculated daily and compounded monthly.
11.2. Notice Before Interest
Before applying default interest, PRX Vault will provide the Merchant with a written reminder notice at least 7 days after the Due Date. If payment (including any applicable interest) is not received within 7 days of the reminder notice, PRX Vault may apply interest from the original Due Date.
11.3. Recovery of Costs
The Merchant is liable to pay PRX Vault all reasonable costs and expenses incurred in recovering Outstanding Amounts, including: - internal administration costs in a fixed recovery charge of $75 per overdue Invoice; - external debt collection agency fees; - legal costs on a solicitor-client basis; and - court filing fees and enforcement costs.
11.4. Partial Payments
PRX Vault may apply any partial payment received from the Merchant in the following order of priority: (a) costs of recovery; (b) accrued default interest; (c) the oldest outstanding Invoice principal; and (d) any remaining Invoice balances in chronological order.
12. Payment Recovery
12.1. Demand Notice
If any Outstanding Amount remains unpaid 14 days after the Due Date, PRX Vault may issue a formal written demand notice (Demand Notice) to the Merchant requiring payment of the Outstanding Amount, plus accrued interest and costs, within 14 days of the Demand Notice.
12.2. Suspension of Services
If the Merchant fails to pay the Outstanding Amount within the period specified in the Demand Notice, PRX Vault may immediately and without further notice: - suspend or deactivate any or all of the Merchant’s Offers on the Platform; - cease creating new Campaign IDs or activating new Offers; and - withhold any reports or data access pending payment. Suspension of Services does not release the Merchant from its obligation to pay Outstanding Amounts.
12.3. Debt Collection
If the Outstanding Amount is not paid within 28 days of the Demand Notice, PRX Vault may, without further notice to the Merchant: - refer the debt to an external debt collection agency; - list the Merchant as a commercial credit default with a credit reporting body licensed under the Privacy Act (to the extent permitted by law); - commence proceedings in a court of competent jurisdiction for recovery of the Outstanding Amount, interest, and costs; and/or - exercise any right of set-off against any amounts owed by PRX Vault to the Merchant.
12.4. Director Personal Guarantee (if applicable)
Where the Merchant is a private company, PRX Vault may, at its discretion, require one or more Authorised Directors to execute a Personal Guarantee in the form set out in Schedule 4 as a condition of providing the Services on 90-day payment terms. A Personal Guarantee, if required: - constitutes a primary obligation of the guarantor, not a secondary obligation; - is enforceable under the Corporations Act and general principles of contract law; - survives the termination of this Agreement; and - is governed by the laws of New South Wales.
12.5. Insolvency Event
If a Default Event of an insolvency nature (as described in clause 13.1(c)) occurs, PRX Vault may immediately: - terminate this Agreement; - demand immediate payment of all Outstanding Amounts; and - lodge a proof of debt in any insolvency administration.
12.6. No Waiver
PRX Vault’s failure to exercise, or delay in exercising, any right under this clause 12 does not constitute a waiver of that right. PRX Vault may exercise its rights at any time while an Outstanding Amount remains unpaid.
13. Default Events
13.1. Events of Default
Each of the following is a Default Event: - (Payment Default) the Merchant fails to pay any amount due under this Agreement by the Due Date and such failure continues for more than 14 days after written notice from PRX Vault; - (KYB Failure) the Merchant fails to provide KYB Documents within the required timeframes, or provides false or misleading KYB information; - (Insolvency) the Merchant becomes insolvent, is wound up, has a receiver, liquidator, or administrator appointed, enters into a scheme of arrangement, or is otherwise unable to pay its debts as and when they fall due within the meaning of the Corporations Act; - (Breach) the Merchant commits a material breach of any other term of this Agreement and fails to remedy that breach within 20 Business Days of written notice; - (Misrepresentation) a representation or warranty made by the Merchant in this Agreement is found to be materially false or misleading; and - (Regulatory) the Merchant’s business is the subject of a regulatory investigation, enforcement action, or sanction by ASIC, ACCC, or another regulatory body that materially affects its ability to perform its obligations.
13.2. Consequences of Default
Upon the occurrence of a Default Event, PRX Vault may, by written notice: - accelerate all Outstanding Amounts, making them immediately due and payable; - terminate this Agreement in accordance with clause 14.3; - apply any Security Deposit held against Outstanding Amounts; and - exercise all Payment Recovery Actions available under clause 12.
14. Termination
14.1. Termination for Convenience
Either Party may terminate this Agreement for convenience at any time by providing the other Party with not less than 30 days’ prior written notice.
14.2. Termination for Fee Adjustment Disagreement
If PRX Vault adjusts the Merchant Commission under clause 7.4 and the Merchant objects, the Merchant may terminate this Agreement by providing 30 days’ written notice within 15 days of receiving notification of the adjustment.
14.3. Termination for Cause
PRX Vault may terminate this Agreement immediately by written notice upon the occurrence of a Default Event. The Merchant may terminate immediately for PRX Vault’s material breach if PRX Vault fails to remedy the breach within 20 Business Days of written notice.
14.4. Effect of Termination
Upon termination or expiry of this Agreement: - all Offers will be deactivated from the Platform; - all Outstanding Amounts immediately become due and payable; - each Party must return or destroy the other Party’s confidential information (subject to legal retention requirements); - rights and obligations that by their nature survive termination (including payment obligations, indemnities, dispute resolution, governing law) continue in full force; and - any Security Deposit is applied against Outstanding Amounts, with any surplus returned within 30 days.
15. Merchant Obligations and Warranties
15.1. Merchant Obligations
The Merchant must: - maintain a valid ABN and, where applicable, ACN and GST registration throughout the Term; - comply with the Australian Consumer Law, including consumer guarantees applicable to goods and services the subject of any Offer; - honour all Cashback obligations for Qualifying Transactions; - not engage in misleading or deceptive conduct in connection with any Offer contrary to the Australian Consumer Law; - comply with all applicable laws in the conduct of its business, including privacy laws in relation to Consumer data; - promptly notify PRX Vault of any material change to the Merchant’s business, Offer terms, or KYB information; and - cooperate with PRX Vault in resolving Consumer transaction disputes and missing cashback tickets.
15.2. Merchant Warranties
The Merchant warrants, on the date of this Agreement and on each Invoice Due Date, that: - it has full legal capacity and authority to enter into and perform this Agreement; - this Agreement has been duly authorised and executed; - all KYB information provided is true, accurate, and complete in all material respects; - it is solvent and no Default Event has occurred or is reasonably likely to occur; and - it holds all licences, permits, and registrations required to operate its business and conduct the Offers.
16. Privacy and Data Protection
16.1. Compliance
Each Party must comply with the Privacy Act and the Australian Privacy Principles (APPs) in relation to any personal information handled in connection with this Agreement.
16.2. Merchant Data
PRX Vault may collect, use, and disclose personal information about the Merchant’s directors, Beneficial Owners, and personnel for the purposes of: - the KYB Process and ongoing verification; - administering this Agreement; - fraud prevention and anti-money laundering purposes; and - complying with applicable laws and regulatory obligations.
16.3. Consumer Data
The Merchant acknowledges that Consumer transaction data is processed by PokitPal and, to the extent PRX Vault receives such data, PRX Vault will handle it in accordance with its Privacy Policy. The Merchant must not seek to identify individual Consumers from aggregated reporting data provided by PRX Vault.
16.4. Notifiable Data Breaches
If either Party becomes aware of an eligible data breach within the meaning of the Privacy Act involving personal information provided under this Agreement, it must notify the other Party and the Office of the Australian Information Commissioner as required by the Notifiable Data Breaches scheme.
17. Confidentiality
17.1. Confidentiality Obligations
Each Party (Receiving Party) must keep confidential all Confidential Information of the other Party (Disclosing Party) and not disclose it to any third party without the Disclosing Party’s prior written consent, except to the extent required by law, court order, or a regulatory authority.
17.2. Definition
Confidential Information means all information disclosed by a Party that is designated as confidential or that a reasonable person would consider confidential in the circumstances, including commercial terms, pricing, customer data, trade secrets, and business strategies, but excludes information that is or becomes publicly available other than through breach of this Agreement.
17.3. Survival
The obligations in this clause 17 survive the termination or expiry of this Agreement for a period of 3 years.
18. Liability and Indemnity
18.1. Limitation of Liability
To the maximum extent permitted by law (including the Australian Consumer Law): - PRX Vault’s total aggregate liability to the Merchant under or in connection with this Agreement is limited to the total Fees paid by the Merchant in the 3 months immediately preceding the event giving rise to the claim; and - neither Party is liable to the other for any indirect, special, incidental, or consequential loss or damage (including loss of profits, loss of revenue, or loss of data), even if advised of the possibility of such loss.
18.2. Consumer Guarantees
Nothing in this Agreement excludes, restricts, or modifies any right or remedy that the Merchant or PRX Vault may have under the Australian Consumer Law where it cannot lawfully be excluded. To the extent the Australian Consumer Law applies, PRX Vault’s liability is limited, at PRX Vault’s option, to re-supplying the Services or paying the cost of having the Services re-supplied.
18.3. Merchant Indemnity
The Merchant indemnifies PRX Vault and its officers, employees, and agents against all losses, claims, damages, costs, and expenses (including legal costs on a solicitor-client basis) arising from or in connection with: - the Merchant’s breach of this Agreement; - the Merchant’s breach of the Australian Consumer Law or any other applicable law; - false, misleading, or incomplete KYB information provided by the Merchant; - any third-party claim arising from the Merchant’s Offer content or business conduct; and - the Merchant’s failure to honour Cashback obligations to Consumers.
19. Dispute Resolution
19.1. Negotiation
If a dispute arises under or in connection with this Agreement (Dispute), the Parties must first attempt to resolve it through good faith negotiation between senior representatives of each Party for a period of 20 Business Days from the date one Party notifies the other of the Dispute (Dispute Notice).
19.2. Mediation
If the Dispute is not resolved through negotiation, either Party may refer the Dispute to mediation administered by the Resolution Institute (or an agreed independent mediator) within 10 Business Days of the expiry of the negotiation period. The costs of mediation are shared equally unless the mediator otherwise directs.
19.3. Litigation
If the Dispute is not resolved through mediation within 30 days of the appointment of the mediator, either Party may commence proceedings in the courts of New South Wales, Australia.
19.4. Urgent Relief
Nothing in this clause prevents a Party from seeking urgent interlocutory or injunctive relief from a court to protect its rights.
19.5. Payment Obligations
The existence of a Dispute does not suspend the Merchant’s obligation to pay undisputed amounts by the Due Date.
20. General Provisions
20.1. Governing Law
This Agreement is governed by the laws of New South Wales, Australia. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.
20.2. Entire Agreement
This Agreement (including all Schedules and Offer Order Forms) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements.
20.3. Amendments
This Agreement may only be amended by a written instrument signed by authorised representatives of both Parties, except as expressly provided in clause 7.4.
20.4. Assignment
The Merchant must not assign, novate, or transfer its rights or obligations under this Agreement without PRX Vault’s prior written consent. PRX Vault may assign this Agreement to a related body corporate (as defined in the Corporations Act) without the Merchant’s consent.
20.5. Notices
Notices under this Agreement must be in writing and delivered by email (with read receipt or acknowledgement) or registered post to the addresses specified on the cover page. Notices by email are effective on confirmed receipt.
20.6. Waiver
A failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. A waiver is only effective if given in writing by the waiving Party.
20.7. Severability
If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions continue in full force.
20.8. Counterparts
This Agreement may be executed in counterparts, including by electronic signature in accordance with the Electronic Transactions Act 1999 (Cth), each of which constitutes an original.
20.9. Relationship of Parties
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties.