Payment Terms and Conditions last updated 22 March 2022

Tillx Payments Terms & Conditions

Software Platform Evaluation Licence Agreement

Waiver Of Liability For Customer Supplied Hardware (CTS)

TillX Payments Terms & Conditions

1. You agree that the combined offering of POS & Payments is conditional upon you using TillX Payments to actively process payments.

2. Accordingly, if you do not begin processing transactions with TillX Payments within 60 days of the Effective Date or ceases any time thereafter to actively process with TillX Payments, then a fee of $150 ex Gst per month will automatically be due and invoiced to you for every month you have not started processing transactions with TillX Payments.

3. Similarly, if you do not begin processing transactions with TillX Payments within 90 days of the Effective Date and do not continue to actively process with TillX Payments for a minimum of six (6) consecutive months thereafter, then you agree to immediately be invoiced and pay to us the value of the payment terminal(s), plus shipping costs.

4. You acknowledge that the payment terminal(s) are property of Bepoz. In case youlose, damage or don’t return the terminal(s) at contract termination you agree to be invoiced by and pay to Bepoz the value of all payment terminal(s). We reserve the right to charge you a handling fee of $75.00 for returned terminals that are damaged, not in original/unopened packaging, or have missing components.

5. The term “actively process” means you have processed bona fide transactions representing a minimum daily average of $100.00 in card volume at each location, as measured weekly.

6. Chargebacks attract a $25 fee per chargeback.

7. If you choose to use the Authentication Service, which includes 3DS 2 solution, an Authentication Service Fee of AUD 0.04 will be charged for each authentication request made.

Software Platform Evaluation Licence Terms & Conditions

1. Definitions and interpretation

1.1.‘Commencement Date’ means the date on which a copy of the Licensed Materials is delivered to you and/or made available to you by the Licensor to access and/or download, whichever occurs earlier.

‘Confidential Information’ means all information disclosed by the Disclosing Party to the Recipient in connection with this Agreement where such information is identified by the Disclosing Party as confidential at the time of its disclosure or has the quality of confidential information, but excluding information which is:

a. developed by the Recipient independently of any information disclosed to it by the Disclosing Party;

b. on receipt by the Recipient, publicly available or which subsequently becomes publicly available without any breach of this Agreement; or

c. on receipt by the Recipient, already known by or in the possession of the Recipient and which independent development, knowledge or possession can be proven by written contemporaneous records.

d.‘Disclosing party’ means the party who discloses Confidential Information to the Recipient.

‘Evaluation Period’ means, unless otherwise agreed in writing, the period commencing on the Commencement Date and concluding 30 days thereafter.

‘Force Majeure Event’ means a circumstance beyond the reasonable control of the Licensor which results in the Licensor being unable to observe or perform on time an obligation under this Agreement.

‘Intellectual Property Rights’ means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application, anywhere in the World.

‘Licence’ has the meaning given to it in clause 2.1.

‘Licensed Materials’ means the [insert name of the Bepoz platform being evaluated].

‘Open Source License’ means the applicable licence that governs Open Source Software.

‘Open Source Software’ means any software licensed under any form of open source licence meeting the Open Source Initiative’s Open Source Definition (http://www.opensource.org/docs/definition.php).

‘Recipient’ means a party who receives Confidential Information from the other party.

1.2. In this Agreement:

a. a reference to a person includes a corporation or any other legal entity;

b. a reference to “a party” is to you or the Licensor as the context dictates and a reference to “parties” is to both you and the Licensor;

c. a reference to currency is to Australian dollars unless specified otherwise;

d. the term “includes” (or any similar term) means “includes without limitation”; and

e. a clause of this Agreement will not be interpreted against a party merely because the party prepared or was responsible for the preparation of it.

2. Evaluation

2.1. Subject to clause 3, the Licensor grants you, for the Evaluation Period, a non-exclusive, non-transferable, non-assignable, non-sublicensable licence for you to evaluate (but not modify or create derivative works from) the Licensed Materials, in the form supplied by the Licensor to you, in order for you to make a decision about whether you wish to use the Licensed Materials beyond the Evaluation Period (“Licence “).

2.2. Upon conclusion of the Evaluation Period, the Licence shall immediately and automatically terminate and you must destroy all and any copies of the Licensed Materials in your (and/or your Representatives’) possession or control, unless the Licensor has entered into a written agreement with you for your use of the Licensed Materials after the Evaluation Period.

2.3. You must not, without the prior written consent of the Licensor:

a. publish, or permit any Representative or other person to publish, the results of your evaluation of the Licensed Materials; or

b. use, or permit any Representative or other person to use, the Licensed Materials beyond the Evaluation Period.

3. Restrictions on use

3.1. You may not make any use of the Licensed Materials except as permitted by the Licence and may not do or authorise the commission of any act that would infringe the Licensor’s Intellectual Property Rights in the Licensed Materials. Without limiting the foregoing provisions, you must not (before, during or after the Evaluation Period):

a. license, sublicense, resell, assign, transfer, distribute, or provide any third party with access to, the Licensed Materials;

b. “frame”, “mirror” or serve any of the Licensed Materials on any web server or other computer server over the Internet or any other network;

c. use the Licensed Materials to develop a competing product;

d. provide the Licensed Materials to any subcontractor, contractor or other third party, without the Licensor’s prior written consent;

e. copy, alter, modify, create derivative works from, reproduce, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Licensed Materials (except as expressly permitted by applicable copyright law); or

f. use the Licensed Materials in breach of any statute, regulation, law or legal right of any person.

3.2. You must provide the Licensor with access to your business records, equipment (including computer equipment) and premises as reasonably required by the Licensor in order to inspect the performance of your obligations under this Agreement.

3.3. You agree that certain parts of the Licensed Materials comprise of Open Source Software and that your use of those parts of the Licensed Materials is governed by the applicable Open Source Licenses.

4. Intellectual property rights

4.1. Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights.

4.2. The Licensor owns all Intellectual Property Rights in the Licensed Materials and in any modifications thereto, including in any updates, upgrades, derivative works and enhancements in the Licensed Materials.

4.3. You must not directly or indirectly do anything that would or might invalidate or put in dispute the Licensor’s title in the Licensed Materials.

4.4. The Licensor will indemnify you against any liability, loss, damage and reasonable costs arising out of any proceeding brought by any third party alleging that you are infringing that third party’s Intellectual Property Rights by using the Licensed Materials in accordance with the Licence (“IP Claim “), provided that:

a. you notify the Licensor immediately upon receipt by you of notice of any IP Claim or upon you suspecting or having reasonable cause to suspect that such an IP Claim may be made;

b. you do not make any admission or settlement of any IP Claim without the Licensor’s prior written consent;

c. you give the Licensor sole control of the defence and any negotiations for compromise; and

d. you provide such assistance in connection with the IP Claim, as the Licensor requires.

4.5. If the Licensed Materials becomes the subject of any IP Claim, you must permit the Licensor if, and as the Licensor considers appropriate:

a. to replace all or part of the Licensed Materials with functionally equivalent software;

b. to modify the Licensed Materials as necessary to avoid such claim; and/or

c. to procure a licence from the relevant complainant to allow you to continue using the Licensed Materials during the Evaluation Period.

4.6. If in the above circumstances the Licensor is unable to procure for you the right to continue using the Licensed Materials, or to provide you with functionally equivalent non-infringing software, or to modify the Licensed Materials, as necessary to avoid the IP Claim, this Agreement and the Licence may be terminated by the Licensor.

4.7. The Licensor shall have no liability for any IP Claim in respect of the Licensed Materials if such claim is caused by or arises out of:

a. your use of the Licensed Materials in combination with software or hardware not supplied or approved in writing by the Licensor if such infringement could have been avoided by not combining, operating or using the Licensed Materials with such software and/or hardware;

b. any modification of the Licensed Materials created by any person other than the Licensor;

c. any content or data used by, imported into, or transmitted by, you, in, with or by, the Licensed Materials;

d. your use of the Licensed Materials knowingly in breach of any person’s rights; or

e. your breach of this Agreement.

4.8. As between you and the Licensor, you, and not the Licensor, shall be solely liable for any claims made by any third party in connection with any of the matters referred to in clause 4.7 (a) – (e).

5. Confidentiality

5.1. The Recipient must not, without the prior written consent of the Disclosing Party, use or disclose the Disclosing Party’s Confidential Information unless and to the extent expressly permitted by this Agreement or required by law.

5.2. The Recipient may:

a. use the Confidential Information of the Disclosing Party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and

b. disclose the Confidential Information to a Court but only if compelled by law to do so.

5.3. The Recipient may disclose the Confidential Information of the Disclosing Party received by the Recipient to those of its officers and employees (“Representatives “) on a confidential basis but only to those Representatives who the Recipient is genuinely required to disclose the Confidential Information to for the purposes of this Agreement. The Recipient must inform each Representative of the confidential nature of the Confidential Information before it is disclosed to it and ensure that each of its Representatives to whom the Confidential Information is disclosed complies with the obligations of the Recipient set out in this Agreement as if it was the Recipient (provided that in no circumstances may the Recipient permit a Representative to disclose the Confidential Information to any third party). Any breach of a provision of this Agreement by a Representative of the Recipient (as if that Representative was the Recipient) shall be deemed to constitute a breach of this Agreement by the Recipient.

5.4. The Recipient must implement and maintain reasonable security measures to prevent unauthorised use and disclosure of the Disclosing Party’s Confidential Information whilst it is in the Recipient’s (or its Representatives’) possession or control.

5.5. The Recipient must destroy all Confidential Information (including all copies and notes thereof) of the Disclosing Party in the Recipient’s (and/or its Representatives’) possession or control, upon request of the Disclosing Party.

5.6. You must indemnify the Licensor for any loss or damage it incurs as a result of your breach of this clause 5.

6. Responsibility for licenses, authorisations and consents

6.1. You are responsible for obtaining all necessary licenses, authorisations and consents as required in order to lawfully upload, store or transfer data through or into the Licensed Materials.

6.2. You must not use the Licensed Materials in breach of any applicable laws.

6.3. You must indemnify the Licensor for any loss or damage it incurs as a result of your breach of this clause 6.

7. Liability

7.1. The current version of the Licensed Materials is a an alpha or beta release. You hereby expressly agree and acknowledge that the Licensed Materials is therefore likely to have numerous defects, bugs and errors. You agree that you will not hold us responsible for the consequences of any defects, bugs and errors in the Licensed Materials, including any defects, bugs or errors that result in loss or corruption of data, or any miscalculations or inaccurate reports of any kind. To the extent permitted by law, we will not be liable for any loss or damage arising from the use or non-use of the Licensed Materials.

8. Termination

8.1. A party may terminate this Agreement by written notice to the other party (the “defaulting party “) if the defaulting party is in material breach of this Agreement which is not remediable, or if capable of remedy where the defaulting party fails to remedy the breach within 14 days of written notice from the other party requesting the defaulting party to remedy the breach.

8.2. Either party may terminate this Agreement by written notice to the other party at any time.

9. Consequences of termination

9.1. If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:

a. clause 3, 4, 5, 6, 7, 9 and 10 and any other rights or obligations that, by their nature, survive termination, shall so survive;

b. your right to use the Licensed Materials immediately ceases and the Licence shall immediately terminate; and c. you must promptly destroy all copies of the Licensed Materials within your (and/or your Representatives’) possession or control.

10. General

10.1. You must not assign, sublicense or otherwise deal in any other way with any of your rights under this Agreement without the prior written consent of the Licensor. The Licensor may assign or novate its rights or obligations under this Agreement (in whole or in part) at any time.

10.2. Nothing contained in this Agreement creates any relationship of partnership, employment, joint venture or agency between the parties.

10.3. The Licensor is under no obligation to provide any maintenance, support, upgrades or updates under this Agreement with respect to the Licensed Materials.

10.4. This Agreement is the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements between them. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.

10.5. This Agreement may be amended only by a document signed by the parties and a party’s right under this Agreement may not be waived or varied except in writing signed by the party.

10.6. The Licensor will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event.

10.7. This Agreement is governed by the laws in force in New South Wales and each party submits to the exclusive jurisdiction of the courts located in that state, and the courts of appeal from them with respect to any dispute concerning this Agreement

Terms Of Liability Waiver For Customer Supplied Hardware (Cts)

You understand that Bepoz Global Pty Ltd is not able to support any hardware (including but not limited to PCs, tills, printers, tablets, wireless access points, stocktake scanners and screens) that has not been purchased directly from Bepoz Global Pty Ltd and/or any network environment and part thereof that has not been provided by Bepoz Global Pty Ltd.