This Merchant Agreement ("Agreement" or "User Agreement" or "Terms Of Service") is a contract between you and PAYECOM (ABN: 71121370009 | ABRN: BN19948475 | A.C.N. 121370009), and applies to your use of the PAYECOM credit card payment gateway service. This Agreement affects your rights and you should read it carefully. We suggest you print the Agreement for your reference.

In this Agreement, "you" or "your" or "merchant" means any person or entity that has been approved as a secure PAYECOM credit card payment gateway merchant account holder. Unless otherwise stated, "PAYECOM" "we" or "our" will refer collectively to PAYECOM and its subsidiaries, affiliates, directors, officers, employees, agents and contractors.

By clicking the "YES" check box, "I Agree", "I Accept"; or by submitting payment for the Service you agree to the terms and conditions of this Agreement, the PAYECOM Privacy Policy, and any documents incorporated by reference. You further agree that this Merchant Agreement forms a legally binding contract between you and PAYECOM, and that this Agreement constitutes "a writing signed by You" under any applicable law or regulation. Any rights not expressly granted herein are reserved by PAYECOM.

Unless otherwise specified, all references to a "bank" in this Agreement shall mean a registered financial organisation providing You with a merchant account facility (separate to PAYECOM) for the purpose of enabling you to manually process credit card transactions, and all references to a "credit card" include all credit card providers and types.

1. The Legal Relationship Between You and PAYECOM
   
   
2. Merchant Responsibilities and Indemnification
   
   

I. The Legal Relationship between You and PAYECOM

By registering for the Service, you formally instruct PAYECOM to securely collect details of credit cards from your customers, subject to the terms and restrictions of this Agreement. At no stage will PAYECOM communicate to your merchant account facility held with your bank, nor does PAYECOM communicate with any bank or financial institution. You acknowledge that (i) PAYECOM is not a bank. (ii) PAYECOM is not a "live" or "real-time" credit card processing service. (iii) PAYECOM does not collect or hold any funds whatsoever for any person or business identity; and (iv) PAYECOM communicates to you, the PAYECOM merchant only, to enable you to then enter the credit card details into your separate merchant account held at your bank or chosen financial institution in order for you to process the credit card charge.

2. Merchant Responsibilities and Indemnification

As of January 1, 2004, PAYECOM merchants must hold a verified merchant account facility with a registered bank or financial institution in either your country of location or in the country of your main registered trading/business activity. Additionally, the name you register for the PAYECOM service must be (i) An exact match of the name your merchant account facility is in at your bank, or, (ii) a name closely resembling the name your merchant account facility is in at your bank. Exceptions are permitted to (i) and (ii) insofar as where the PAYECOM service is applied for in a name other than described in (i) or (ii), then your exact registered name of your merchant account facility at your bank must appear underneath your chosen PAYECOM merchant name on both your PAYECOM payment and receipt pages.

Merchant Account Facility Provider Approval
As of December 8, 2006, PAYECOM merchant applicants are required to confirm their merchant account at their bank is of the type that allows the manual charging of credit card payment authorisations that come to the merchant by way of fax machine, telephone, normal mail and PAYECOM. Merchants agree it is the sole respnsibility of the merchant (themselves) to obtain the correct merchant account facility with the correct usage approvals from their merchant account facility provider (bank).

Registration Information: You agree to provide true, accurate and complete information at time of signing up for the PAYECOM Service and to promptly advise PAYECOM if your information changes. If any information you provide is untrue, inaccurate, not current, or incomplete, without limiting other remedies, PAYECOM has the right to terminate your use of the Service. If your application is for a Multiple Licence account, you may be required to furnish more detailed information in order to be in compliance with the various credit card providers rules.

To be eligible for a semi-approved PAYECOM merchant account you must be in compliance with the above and your banks merchant account facility must be located in one of the approved countries listed below:

Argentina
Australia
Anguilla
Austria
Belgium
Brazil
Canada
Chile
China
Costa Rica
Denmark
Dominican Republic
Finland
France
Germany
Greece
Hong Kong
Iceland
India
Ireland
Israel
Italy
Jamaica
Japan
Luxembourg
Mexico
Netherlands
New Zealand
Norway
Portugal
Singapore
South Korea
Spain
Sweden
Switzerland
Taiwan
United Kingdom
United States

If your banks merchant facility, or your primary country of your business operations is not located in any of the above countries, PAYECOM will require further extraordinary material from you.

Cost: Payment for thePAYECOM Service is charged in Australian Dollars (AU$) and is in advance of the Service being provided. The actual cost paid in your currency will be dependant upon exchange rates applicable at the moment your credit card is charged. Exchange rates are determined by the relevant financial institutions, PAYECOM has no control over exchange rates. The cost of the PAYECOM Service is quoted at the time you signed up for the service. PAYECOM shall maintain the yearly fee quoted to you at sign up irrespective of whether the PAYECOM Service has risen in price since your sign up date. The yearly fee is the singular fee or cost a merchant pays to PAYECOM for the full PAYECOM Service and is paid in advance. At no time, notwithstanding the one time only registration fee, will PAYECOM require any further payment for its Service. The amount charged to your credit card may differ from one renewal to the next due of fluctuating exchange rates, however, PAYECOM will charge you the exact AU$ price you originally sign up at.

Prohibited Transactions: You agree that you will not use PAYECOM to accept payment for illegal products or services, including but not limited to materials that infringe the intellectual property rights of third parties. You will not use the Service, the PAYECOM website or any of the services offered therein for any unlawful or fraudulent activity. If PAYECOM has reason to believe that you may be engaging in or have engaged in fraudulent, unlawful, or improper activity, including without limitation any violation of any terms and conditions of this Agreement, your access to the Service may be suspended or terminated.

You also agree not to use your secure PAYECOM payment gateway account to sell goods with delivery dates delayed more than 30 days from the date of payment, or to sell securities, business opportunities, franchises or multi-level marketing or goods with delivery delayed more than 30 days from the date of payment. Exceptions to this rule are permitted when your website or shopping cart clearly states delivery of product or service being purchased will be effected later than 30 days, e.g. an accommodation venue collecting an accommodation reservation deposit online for accommodation to be taken up at a later date.

Electronic Communications: To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service ("Communications"), may be provided to you electronically and you agree to receive all Communications from PAYECOM in electronic form. Electronic Communication in this case shall mean EMAIL.

No Framing: You are not permitted to display you secure PAYECOM payment or receipt pages inside frames on your website. "Framing" your PAYECOM payment and/or receipt page may denigrate the security of the service and is expressly forbidden.

Passwords: You may not reveal your account Username and Password to anyone other than the rightful and appropriate persons in your organisation assigned to process the transactions that PAYECOM collects. Passwords are not recoverable. If you lose your password you must notify PAYECOM. A new password will be created for your PAYECOM Merchant account.

Hacking: If you use, or attempt to use the Service for purposes other for which it is expressly designed, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

Assignability: You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of PAYECOM.

Credit Card Details Security: You understand that upon you collecting your secure data from PAYECOM, PAYECOM does not maintain any form of permanent history record of transactions on its servers or anywhere else. Therefore PAYECOM is unable to recover any details of any information entered into your secure PAYECOM payment page, including credit card numbers, at any stage after you have received them. It is your responsibility to manage sensitive information and to take the appropriate steps to ensure continued security of the sensitive information once PAYECOM has fullfilled its service in collecting and delivering it securely for you and to you.

Credit Card Validation: You understand PAYECOM does not challenge the validity or accuracy of any information, including credit card details, entered into its secure payment pages. PAYECOM communicates credit card details to you for you to enter into your merchant account manually as you would for an order received by fax, telephone or by normal mail. Therefore PAYECOM can not and does not make any determination on the validity or accuracy of information entered into its secure payment pages by your customers or any person directed to your secure PAYECOM payment page by any means. Your merchant account facility at your bank is responsible for determining whether a credit card is or is not valid. Subsequently, your merchant account facility at your bank will provide you with either an "approved" transaction response or otherwise at the time you manually enter the credit card details into it in order to process the transaction.

Currencies: PAYECOM is sent numbers from your website or shopping cart that will appear on your secure PAYECOM payment page. Therefore PAYECOM is non currency specific. Your website or shopping cart conveys the currency you quote.

Integration: It is Your responsibility to integrate PAYECOM into your website or shopping cart. However, PAYECOM may provide a free integration service on the condition (i) your website checkout system is not overly complex, (ii) your website is not hosted on a low grade hosting service.

Refund Policy: PAYECOM shall refund for services cancelled within the first 30 days only. There is a $154.00AU$ cancellation fee which is retained from your paid amount. Therefore, you will be refunded the full amount less the cancellation fee should cancellation be requested within the first 30 days. Beyond this point you agree that no refunds will be given.
It must be understood that PAYECOM creates a unique secure gateway merchant account for each individual merchant. This includes a unique secure directory, payment page, receipt page, unique key and associated exclusive secure systems for your account. There are considerable costs involved.
Therefore, you agree, that in the event of you cancelling the service within 30 days you accept the total amount of your refund will be your initial amount paid by you to PAYECOM for your PAYECOM service less the PAYECOM cancellation fee..

Refusal Of Service: You agree that (i) PAYECOM unconditionally reserves the right to not approve an application for its services. (ii) PAYECOM unconditionally reserves the right to cancel its services if it deems such action is warranted under the terms and conditions of this agreement.

Indemnification: You agree to indemnify and hold PAYECOM, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including legal fees) made or incurred arising out of or relating to your use of the Service.

Choice of Law: This Agreement is governed by and interpreted under the laws of Australia as such laws are applied to agreements entered into and performed within the borders of Australia, irrespective of whether your location is within or outside of Australian borders.