Last updated: June 1, 2023
These terms and conditions (Terms) govern the provision of services and products to the person or business who has registered for a Pebl Account (you) by us, Pebl Payments Pty Ltd ABN 47 661 102 030 (Pebl, us, we, our).
If you do not understand any of these Terms, please contact us at firstname.lastname@example.org before applying for a Pebl Account.
We may vary these Terms at any time, in which case we will notify you in writing of this change before the variation takes effect and give you the opportunity to terminate the contract between you and us.
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), any equivalent State or Territory legislation, and any equivalent applicable provisions 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 Pebl Partner.
Chargeback means a form of payment dispute typically raised by a Customer with their banking institution (or a payment provider), whereby the Customer may be disputing a charge on their account on the basis that the charge was not authorised by the lawful holder of the account.
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 an request provided by you upon sign up to the Pebl App authorising Pebl and/or a Pebl Partner to direct debit your Nominated Account in accordance with the terms of these Terms and Conditions and/or the Direct Debit Service Agreement.
Direct Debit Service Agreement means the terms by which a direct debit can be made by Pebl and/or a Pebl Partner from your Nominated Account and may be in addition to these Terms and Conditions contained or referred to herein.
Fees means the fees payable by you to us as set out in these Terms.
Force Majeure Event means acts, events, omissions or accidents which are beyond the reasonable control of us 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, 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:
- 2% per annum; and
- 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, and in turn by its payments provider or processor, 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 us as a payments option, as amended from time to time under clause 3.9.
Nominated Account means the bank account you nominate for receiving settlement of Transactions, the details of which you must provide to us when setting up your Pebl Account.
Pebl Account means the account associated with you on the Pebl platform and includes the Pebl Dashboard.
Pebl App means the Pebl mobile or web application through which you access the Services.
Pebl Dashboard means the 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 our provision of the Services to you.
Representative means a person authorised by you and/or your business to engage with us 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 us in relation to your Pebl Account and use of the Services.
Services means the services offered by Pebl as described in these Terms and includes the Pebl payments platform and Pebl dashboard.
Terms means the terms and conditions contained on this webpage, in including all policies, guidelines and other terms and conditions referenced herein.
Transaction means the sale of a good or service to a Customer that is conducted via the Services.
Us, we, our means Pebl.
2. Your authorisations
2.1 In connection with the Services, and by creating a Pebl Account and using the Services, you authorise us to:
- act as your agent for the purposes of enabling the processing and settlement of funds on your behalf;
- generate a payment portal to settle the proceeds of each Transaction that you authorise, whereby our receipt of Transaction funds satisfies your Customer’s obligations to make payment to you for particular goods and services;
- remit to you funds actually received by us from your Customers, less amounts owed to us 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
- recover funds from you in accordance with these Terms or any other agreement you have with us,
(together, your Authorisations).
2.2 Your Authorisations will remain in full force and effect until the earlier of:
- closure or termination of your Pebl Account and use of the Services; and
- you notifying us in writing expressly terminating the Authorisations.
3. Pebl Services
- Pebl offers merchant payment solution services to Australian businesses conducting transactions for the sale of goods or services in Australia all through the Pebl App. Pebl assists businesses in facilitating the acceptance of payments from Customers by allowing the business to:
- present their Customers with a scannable QR code in a variety of ways;
- provide their Customers with an email, text or message or other communication method containing a payment link; or
- accept payments in other ways that Pebl from time to time introduces,
each of which direct the Customer to Pebl’s secure payment portal where they can complete the Transaction.
- In consideration for your payment of the Fees, we will provide the Services described in clause 3.1(a), as further detailed in and subject to these Terms.
- The Transaction funds that are processed will be paid directly to your Nominated Account less any fees or liabilities as referred to herein.
- You may view on the Pebl Dashboard:
- any incoming funds; and
- Account Payments to your Nominated Accounts.
5. As part of these Services, Pebl may from time to time add further features as will be notified to you via Pebl’s website or through the Pebl App.
6. For more information about the Pebl Services, please refer to www.pebl.me.
7. We may limit or suspend the Services and your access to the Services from time to time to, for example, perform scheduled maintenance or in the event of a security emergency, in which case we will endeavour to provide you with as much advance notice of such limitation, suspension or downtime as is reasonably practicable in the circumstances.
3.2 Accepted payment methods
Pebl accepts any of the following payment methods from Customers, as part of the Services:
- direct account transfers, as facilitated with a Pebl Partner (refer to clause 4);
- 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; or
- 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); or
- such other payment method as is acceptable and made available by Pebl from time to time.
3.3 Dealing with Customers
- In respect of accessing and using the Pebl Services, you must:
- ensure each Customer is aware of your identity;
- not charge a fee to a Customer or impose a surcharge 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 will be recovered from you;
- not accept a card in a credit or debit card transaction for the purpose of giving a Customer cash;
- perform all obligations (including supplying all goods and/or services) to the Customer in connection with any Transaction;
- accurately communicate, and not misrepresent, to each Customer the price of your products and services in the appropriate currency (including any surcharges or taxes applicable to the Transaction) before the Customer proceeds with the purchase;
- provide Customers a cost-free and meaningful way to contact you in the event that the product or service is not provided as described;
- comply with the Australian Consumer Law in your interactions and Transactions with Customers, including by complying with any applicable consumer guarantees, voluntary warranties and disclosure requirements;
- maintain and make available to your Customers a reasonable return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a refund consistent with the Australian Consumer Law;
- not make any representation in connection with any goods or services which may bind Pebl or a Pebl Partner and must not indicate or imply that Pebl or a Pebl Partner endorse any goods or services;
- not unfairly distinguish between issuers of cards when accepting a Transaction, including by charging any card processing fees;
- not refuse to complete a Transaction solely because a Customer refuses to provide additional identification information in circumstances where we do not require you to obtain that information for the purposes of our Services;
- not transfer or attempt to transfer financial liability under these Terms by asking or requiring a Customer to waive their dispute rights;
- not ask a Customer to reveal their personal identification number (PIN) or any other secret identifier or personal data;
- only proceed with a Transaction when satisfied that the identity of the Customer is legitimate; and
- 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.
2. 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:
- have obtained the express and written permission of the Customer (either electronically or in hardcopy) to periodically charge for a recurring good or service;
- retain this permission for the duration of the recurring Transactions and make it available to us on request; and
- provide a simple and accessible cancellation procedure, and ensure this is known to the Customer prior to commencing the recurring Transactions.
3. As part of their use of the Pebl Services to make payments for Transactions, Customers can request to be provided an electronic copy of their receipt for a particular Transaction. In addition, you may also choose to provide your Customers with a written receipt for each Transaction (which must be offered to Customers without charge or fee).
- 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).
- In exchange for your use of the Pebl Services, Pebl will charge a transaction Fee, as set out from time to time on the Pebl website (www.pebl.me).
- Please note that Pebl has no responsibility for any fees that your financial institution or your mobile carrier may charge you in connection with your transactions through Pebl, or your use of a Device to access the Services.
- Pebl reserves the right to:
- charge a Fee in the future for any current Services which are offered without fee or charge;
- charge a Fee in the future for any newly developed uses or services offered through our Services; and
- 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 via the Pebl App or in writing (or both). On receipt of such a notification, you may terminate these Terms and our engagement with you in respect of any Fees.
- All Fees are charged by us (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.
In respect of providing refunds to your Customers, you must:
- comply with all laws and regulations governing the offering of refunds or consumer remedies, including the Australian Consumer Law;
- give credit upon each return where a refund is due by means of a sales refund Transaction (Sale Refunds);
- 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 intial purchase;
- establish a fair policy for dealing with refunds and disputes about Transactions and include information about that policy on receipts for Transactions;
- 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;
- give Sale Refunds for Transactions by means of a credit Transaction and not in cash or cheque; and
- 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.
- 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:
- disputed by a Customer; or
- 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.
- On receipt of a Chargeback, we will immediately notify you of the existence of the Chargeback including any details we have pertaining to the Chargeback
- You will assist us 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 us 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
- Pebl shall process all Chargebacks and Sale Refunds by:
- 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, meeting the Chargeback or Sale Refund liability using funds available in your Pebl Account; or
- 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 at the time of sign up by you to the Pebl App with the full amount of the Chargeback or Sale Refund liability; or
- if neither of the above two options are available, and subject to Pebl exercising to do so in its sole unfettered discretion, meeting the Chargeback or Sale Refund liability, in which case the amount of the Chargeback or Sale Refund liability shall immediately become a debt due and payable from you to us, which we may set off against any other amounts to be paid to you (including for Account Payments, but without affecting the calculation of the Fees) or claim against you with interest incurring daily calculated at the Interest Rate from the first day on which such amounts are due until Pebl receives effective payment of the Chargeback or Sale Refund liability amount (plus interest).
2. If we reasonably believe you will incur, or you are incurring, an excessive amount of Chargebacks or Sale Refunds (as assessed in our discretion), we may:
- delay any Account Payments to you until all Chargeback or Sale Refund liabilities have been met by you; or
- terminate these Terms and our engagement with you, including terminating your access to the Services effective immediately by providing written notice.
3. We reserve the right, upon notice to you, to charge a fee equal to our reasonable costs of:
- mediating and/or investigating Chargeback or Sale Refund disputes; or
- processing the payment of any Chargeback or Sale Refund liabilities.
3.8 Errors and reconciliations
- We will investigate any identified errors (whether identified by us, you, or one of the Pebl Partners or Networks ), and if confirmed, we will attempt to fix any processing errors we discover 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, we will credit your Pebl Account for the difference. If an error results in your receipt of more funds than you are entitled, we may recover the extra funds from you by withdrawal or set off from your Pebl Account or Nominated Account.
- You must also frequently review the details available on the Pebl Dashboard and reconcile this information with your own records of Transactions.
- Whilst we 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 will be very limited or even impossible if we did not cause the error and in this respect, Pebl is not liable.
3.9 Networks and Network Rules
- Our Services allow you to accept payments from the Network payment providers, offered through the Pebl Partners. We may amend the payment providers available to you through the Services including in response to a change in the payment providers from time to time and where we do so we will endeavour to provide you with notice of the proposed change via our website www.pebl.me or the Pebl App.
- In order to allow your Customers to utilise payment methods offered by the Network payment providers, we are 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 the Network Rules applicable to the merchant, including the following Network Rules:
- By using the Services, you acknowledge the applicability of the Network Rules and agree to comply with the Network Rules. 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):
- surcharges charged to your Customers;
- refund obligations and procedures;
- Chargebacks; and/or
- use of branding and trade marks,
and that if you fail to comply with any of the Network Rules then we may be required to terminate our engagement with you, suspend or cancel your Pebl Account and/or provide to the Networks with information about you immediately and without notice.
- 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).
- 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.
- In the event of inconsistency between a Network Rule and these Terms, and except as otherwise agreed between Pebl and the Network and advised to you by us, the Network Rules shall apply.
3.10 BNPL Transactions
- 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.
- 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).
- You are responsible for:
- 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
- collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority.
2. You acknowledge and agree that we are not obligated to, nor will we determine whether Taxes apply or calculate, collect, report or remit any Taxes to any tax authority arising from any transaction. To the extent lawfully possible, Pebl specifically disclaims any liability for Taxes.
4. Pebl Partners
- In addition to the Networks, we utilise the services of the following authorised Pebl Partners to deliver the Services to you including but not limited to:
- card payments processing provider(s) that we have partnered with to offer payments processing functionality in conjunction with the Networks, through our Services.
- account-to-account payment solutions provider(s) with near-real time funds availability capabilities, which we have partnered with to offer your Customers the option to make payments for Transactions directly from their accounts.
- buy-now-pay-later payment provider(s) which we have partnered with to facilitate BNPL Transactions. Refer to clause 3.10 for terms relating to BNPL Transactions.
2. In order to provide the Services, Pebl is required to comply with the terms and conditions of its Pebl Partners, and agrees to do so. 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:
- Stripe Payments Australia Pty Ltd ACN 160 180 343 - https://stripe.com/en-au/legal/connect-account;
- Zepto Payments Pty Ltd ACN 604 057 598 - https://assets.zepto.com.au/zepto_PDS_e807e75210.pdf; and
- any other terms and conditions of a Pebl Partner that Pebl notifies to you from time to time, either in writing or via the Pebl App (or both).
5. Establishing your Pebl Account
5.1 General requirements and obligations
- 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 such a business, or are the authorised Representative of such a business.
- If you are accessing or using our Services on behalf of a business (either as a Representative, or authorised by a Representative), you warrant and represent that you have appropriate authority from that business to accept these Terms on behalf that business and bind that business to these Terms.
- 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 either knowingly or unknowingly.
- You acknowledge that any information you provide as part of the process of establishing your Pebl Account will be held and processed by our authorised partners, and that:
- we may use this information to verify any other information you have provided to us; and
- in some cases, such information may lead to suspension or termination of your Pebl Account.
7. You warrant and represent to us that all information you provide to us 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 these Terms and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business.
8. If at any time we discover or are informed by any of our Pebl Partners that any information you have provided to us is untrue or misleading, or if you fail to provide certain information or material to us or our Pebl Partners on receipt of a request to do so, we may suspend or terminate your use of our Services and your Pebl Account
9. You authorise us to retrieve information about you from our 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 us.
5.2 Pebl Account Registration
- To register with us for a Pebl Account and use the Services, you must be over the age of eighteen (18) years, and must provide us with certain information, which includes:
- the registered and/or trading name of your business;
- the registered address of your business, and the address of any physical location where your business may conduct Transactions;
- information necessary to verify your legal and beneficial ownership of the business (which may include copies of government-issued identifiers, financial statements or documents, business invoices);
- 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;
- any identifiers associated with your business (ABN, ACN, or any other identifier);
- a description of the nature of your business activities;
- your Nominated Account details; and
- any other information reasonably requested by us in order to establish your Pebl Account or verify any of the information you have provided us.
2. 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.
3. 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.
4. 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 Our 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. To access the Services, you will need to download and install the Pebl App from the GooglePlay Store or the Apple App Store, or otherwise access the Pebl App through a web browser.
6.2 You must:
- use the Pebl App within Australia only;
only use the Pebl App for legitimate business purposes; and
- 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 suspect it may have been compromised.
6.3 You are responsible and liable for:
- the personal security of your Device, including for the taking of any safety measures reasonably necessary to ensure the safety of your Device;
- any activity that occurs through the Pebl App (including unauthorised refund transactions where you have failed to protect your password), except to the extent the activity occurs due to our breach of these Terms, negligence, fraud or wilful misconduct; and
- 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:
- the internet activity in accessing the GooglePlay store or Apple App store and downloading the Pebl App; and
- using the Pebl App with your compatible device.
6.4 You must, at all times, use the latest version of the Pebl App.
We may modify or upgrade the Pebl App from time to time. Once a modification or upgrade to the Pebl App is made, we will notify you of this and make such upgrade or modification available to you (including through the GooglePlay store or Apple app store), and you must ensure that your Pebl App receives all software modifications or upgrades.
6.5 We do not warrant or guarantee:
The continuous availability of the Pebl App but we will exercise reasonable endeavours to make the Pebl App and the associated Services available to you at all times and in this regard, Pebl is at no time liable whilst Pebl works to make the Pebl app and Services available.
6.6 It may be necessary at certain times:
For the Pebl App to be unavailable due to, for example, scheduled maintenance or downtime, in which case we will endeavour to provide you with reasonable advance notice of the anticipated maintenance or downtime.
7. The Pebl licence
7.1 The Services
- We grant to you a limited, non-transferable (and without any rights to sublicence), non-exclusive licence to access and use the Services for your internal business purposes, during the term of these Terms only.
- You must not, and must not authorise, direct or allow anyone else to:
- 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 we provide;
- probe, scan, reverse engineer, decipher, disassemble or test the vulnerability of any system, software or network we use or provide, or attempt to circumvent any licence, timing or use restrictions that are built into the Services;
- 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;
- use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity; or
- unless authorised in writing by us, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.
3. 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
- For as long as Pebl provides the Services to you:
- 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:
- you comply with any direction given by Pebl as to the display, use or reproduction of its logos, brands and trade marks; and
- 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
- 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 logos, brands and trade marks associated with your business 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.
3. 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 and shall not identify any individual (unless otherwise agreed).
3. 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 occurence of either of the following:
- Pebl terminating these Terms and its provision of the Services to you; or
- you notifying Pebl that you have ceased using the Services.
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 us that:
- you are at least eighteen (18) years of age;
- 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 under these Terms;
- any information you provide in connection with the Services, is accurate and truthful;
- you will pay all fees, costs, chargebacks, refunds and any other such costs incurred or owed to Pebl and in this regard agree to Pebl direct debiting your Nominated 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;
- 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;
- 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);
- 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
- 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 use or provision of financial services, notification and 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):
- 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/or
- any other practice or use of the Services which we identify 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
- 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. In addition, aside from the ordinary conduct of your business, you must not allow any person to obtain any benefit, whether personal, financial or otherwise, from your use of the Services.
- We may refuse to process, reverse, condition, or suspend any Transactions that we believe or reasonably suspect:
- may violate these Terms or other agreements you may have with Pebl or the Networks;
- are unauthorised, fraudulent or illegal; or
- expose you, Pebl, or others to risks unacceptable to Pebl,
and in such circumstances we may also provide any information related to such activity (including information about your business, your Transactions, your Customers and your Pebl Account) to the appropriate enforcement authorities or financial institution and may, at our absolute discretion, suspend, condition or terminate your Pebl Account and access to the Services.
11.1 Australian Consumer Law
- Nothing in these Terms is intended to exclude, restrict or modify any rights which you may have under the Australian Consumer Law.
- If you are a Consumer, then the Services may be subject to consumer guarantees that cannot be excluded under the Australian Consumer Law.
- If you are a Consumer, and the Services are deemed to be ordinarily acquired for personal, domestic or household use:
- 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
- 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.
- If you are a Consumer, and the Services are not deemed to be ordinarily acquired for personal, domestic or household use, our liability to you in connection with any breach of consumer guarantees in respect of the Services we provide is limited (at our discretion) to:
- the supplying of the Services again; or
- 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) to the maximum extent permitted by law:
- we 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:
- termination or suspension of your access or your Pebl Account in accordance with these Terms or at law; or
- 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;
2. our total aggregate liability to you arising out of or in connection with our breach of these Terms or negligence, or any other act or omission by us, will be limited to an amount equal to the total amount actually paid by you to us relating to the provision of the Services; and
3. we 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.
12. When these Terms may be terminated
This clause 12 applies in addition to the rights to terminate set out otherwise in these Terms.
Subject to clause 12.2:
- we may immediately terminate these Terms and the supply of our Services at any time and for any reason by providing you with written notice; and
- you may, at any time and for any reason without cost, cease using the Services by simply no longer utilising the Pebl App or Services to facilitate payments with your Customers.
12.2 Effects of termination
- Termination does not immediately relieve either of you or us from obligations incurred under these Terms. Upon termination:
- unless prevented by law, we must complete all pending Account Payments;
- you must stop accepting new Transactions through the Service;
- you must immediately remove all Pebl logos and branding from your website and business premises; and
- we must immediately remove all of your logos and branding from our website and business premises.
2. In addition, upon termination:
- all licences granted under these Terms will end; and
- you are still liable to us for any Fees, Chargebacks or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
3. 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
- This clause 13 applies to any dispute which arises between you and us (each, a Party and together, the Parties) in connection with these Terms.
- 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.
- 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.
- 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.
- 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 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.
- 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
- 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).
- 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.
- The Party referring the dispute to expert determination under clause 13.2(c) must:
- give a written notice (Dispute Notice) to the Expert, setting out the matters about which the Expert is requested to make a decision;
- give the other party a copy of the Dispute Notice; and
- give the other party a reasonable opportunity to make submissions to the Expert about the matters the subject of the disagreement.
4. If necessary, the Parties:
- must give the Expert full access to any records or information the Expert reasonably requests to make a decision; and
- may make submissions about the matters the subject of the disagreement.
5. 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.
6. The costs of any expert determination will be payable by:
- the Party that did not raise the dispute and was unsuccessful at expert determination;
- the Party that did raise the dispute and was unsuccessful at expert determination ; or
- 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
- Except where the dispute renders it impossible, illegal or detrimental to do so 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.
- 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. We may provide disclosures and notices required by law and other information about your Pebl Account to you electronically, by posting it on our 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 we 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 our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, you may do so by contacting us. If we are not able to support your request, you may need to terminate your Pebl Account.
15. General terms
15.1 Notifications to us
You must promptly notify us by email to email@example.com immediately but no later than three (3) Business Days after any of the following occur:
- you are the subject of an Insolvency Event;
- there is an adverse change in your financial condition;
- 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
- 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.
You may not assign or otherwise deal with any of its rights, interests or obligations under these Terms. Pebl may, in its absolute discretion, assign or otherwise deal with any of its rights, interests or obligations under these Terms.
15.3 Force Majeure
We will not be liable to you for any failure to perform or delay in performing our 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.
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.
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.
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.