POS End User Licence Agreement (EULA) (Effective February 2026)
1. Welcome
1.1. Welcome to the Azupay App.
1.2. This End User License Agreement (“EULA”) is a legal agreement and sets out the terms to which you and your organisation must agree when using the software application entitled the Azupay App and subscribing to, using and/or accessing any of the Azupay Services provided and made available via the Azupay App.
1.3. By clicking to accept this EULA or by downloading, installing, accessing, or using the Azupay App and/or the Azupay Services, you and your organisation:
a) agree to comply with and be bound by the terms of this EULA;
b) represent and warrant that you have legal authority to be bound by and to bind your organisation to the terms of this EULA;
c) represent and warrant that you and your organisation are not barred or otherwise legally prohibited from accessing or using the Azupay App and/or any of the Azupay Services provided and made available via the Azupay App.
1.4. If you do not have legal authority to bind your organisation, or your organisation does not accept and agree to the terms of this EULA, do not click to accept this EULA or otherwise install, access or use the Azupay App or the Azupay Services.
1.5. Capitalised terms used in this EULA have the meaning given to them in Clause 31 (Definitions).
2. Changes to this EULA
2.1. Azupay reserves the right to make changes to this EULA at any time in its sole discretion and made available by publishing a revised version of this EULA at www.azupay.com.au. The revised version of the EULA will take effect from the time that it is first published. You and your organisation will be subject to the EULA in force at the time you and/or your organisation use the Azupay App and/or the Azupay Services.
2.2. Your and/or your organisation’s continued use of the Azupay App and/or the Azupay Services indicates your and your organisation’s acceptance of such updates and changes. You and/or your organisation are advised to check the EULA from time to time for any updates or changes that may affect you and/or your organisation.
2.3. Azupay last modified the EULA on the date stated at the beginning of this EULA.
3. Parties
3.1. Azupay Trading Pty Ltd (ACN: 635 093 248), incorporated in Australia and with a registered office at c/- Level 11, 309 Kent Street, Sydney NSW 2000, Australia (“Azupay”).
3.2. The business whose details are set out in the Subscription Particulars of the Azupay App (“Merchant”).
4. Background
4.1. Azupay specialises in digital payments using the Azupay Services being offered as a unique payment method utilising the Australian New Payment Platform (NPP).
4.2. Azupay will supply the Merchant with the Azupay Services payment method to be integrated into the Merchant payment processes. The Azupay Services provides fast, safe and simple NPP-based payment methods for merchants and retailers in Australia to receive and make payments.
4.3. The Merchant is a retailer or service provider and wishes to use some or all of the Azupay Services in its business operations. Azupay has agreed to provide, and the Merchant has agreed to take and pay for, the Azupay Services subject to the terms of this EULA.
5. Grant of Licence to Azupay App and Azupay Services
5.1. Subject to the terms of the EULA, Azupay grants to the Merchant a limited, non-exclusive, non-transferable, non-sublicensable licence to download, install, and use the Azupay App and to subscribe to, access and use the Azupay Services made available via the Azupay App during the Subscription Term, solely for the Merchant’s business operations and solely on or via POS Terminals provided to the Merchant by or on behalf of the Merchant’s POS Provider.
5.2. The licence granted under the terms of this EULA are granted to the Merchant only and shall not be considered granted to any subsidiary or holding company of the Merchant.
6. Conditions Precedent
6.1. Before the Merchant downloads, installs, accesses and uses the Azupay App and/or the Azupay Services under this EULA, the Merchant:
a) represents and warrants that it has supplied to the Merchant’s POS Provider all accurate information and documentation reasonably requested by the Merchant’s POS Provider to satisfy customer due diligence requirements under Relevant Law, including but not limited to applicable Anti-Money Laundering and Counter-Terrorism Financing legislation and regulation; and
b) acknowledges and agrees that it willingly provides all necessary permissions to the Merchant’s POS Provider to share such reasonable customer due diligence information and documentation with Azupay for the purposes subject to this EULA.
7. Merchant Responsibilities
7.1. The Merchant must:
a) use the Azupay Services in accordance with the Services Schedule;
b) process all Transactions in Australian dollars;
c) ensure that any modifications to its systems do not adversely affect the performance or suitability of the Azupay Services;
d) test and update its systems and operations processes where necessary to support the Azupay Services;
e) securely maintain the confidentiality and security of credentials, personal information and user data including, but not limited to, API keys and login credentials to the Azupay Portal;
f) comply with Relevant Law;
g) notify Azupay as soon as reasonably practicable, if:
i) its principal place of business or contact details change;
ii) the Merchant intends to sell, transfer or lease its business, or if there is a transaction that will result in a change of control of the Merchant;
iii) the Merchant suffers a security or data breach that could reasonably impact the Azupay Services;
iv) an event occurs which has a material effect on the ability of the Merchant to operate its business;
v) there are technical or operational issues or errors which may impact the Azupay Services. Where this occurs, Azupay may seek further incident information from the Merchant, who will comply with any reasonable requests;
vi) there are any changes to the Merchant’s account details, including bank account, PayID details or changes relating to any PayTo Agreements;
vii) the Merchant no longer owns or has authority to use the bank account to which any PayTo Agreement has been/will be made;
viii) the Merchant experiences any activity that appears suspicious or erroneous, including cyber security threats or suspected fraudulent Transactions;
h) do anything required to enable Azupay to cooperate and comply with any NPP dispute resolution process in relation to a Transaction; and
i) provide Azupay with any information reasonably requested by Azupay to provide the Azupay Services or comply with Relevant Law.
7.2. The Merchant must not:
a) process a Transaction using the Azupay Services if the Merchant knows or reasonably suspects that the source account is being used fraudulently or in furtherance of a contravention of Relevant Law;
b) process a Transaction using the Azupay Services which was not originated as a result of a transaction between itself and a customer;
c) cause or contribute to a PayID addressing error;
d) initiate the establishment of a PayTo Agreement with an End Customer without the End Customer having accepted an appropriate set of terms and conditions for that PayTo Agreement;
e) initiate a PayTo payment or any PayTo Agreement that is not authorised;
f) initiate a PayTo payment that is not within the terms of the authorised PayTo Agreement;
g) seek to copy, modify, or create derivative works of the Azupay App or the Azupay Services;
h) attempt to reverse engineer, decompile, or extract source code;
i) rent, lease, sublicense, sell, distribute, or transfer the Azupay App to any third party;
j) use the Azupay App and/or Services for any unlawful or unauthorised purpose;
k) circumvent or disable any security features of the Azupay App and/or the Azupay Services.
8. Sales Transaction
8.1. The Merchant is, and must notify its customer that it is, solely responsible for:
a) any Sales Transaction including any goods or services that are the subject of the Sales Transaction;
b) all customer service relating to the Sales Transaction;
c) dispute resolution in connection with the Sales Transaction; and
d) performance of the terms and conditions of the Sales Transaction.
8.2. The Merchant must maintain a Merchant Funds Account for the term of the Azupay Services.
8.3. The Merchant authorises Azupay to credit and debit the Merchant Funds Account for the purposes of the EULA including to debit any fees, reimbursements or indemnity amounts.
8.4. The Merchant authorises Azupay to create, change or cancel any PayTo Agreements and continue to manage the status of these PayTo Agreements on the Merchant’s behalf in accordance with NPPA regulations and the terms of the EULA.
8.5. Once the Merchant has established a PayTo Agreement through Azupay, the payment details may only be amended by Azupay. The Merchant may not request Azupay to amend the payment details of another party.
8.6. The Merchant confirms that it has obtained all necessary privacy consents from its End Customers to provide the End Customers’ personal information when initiating PayTo Agreements.
8.7. The Merchant authorise Azupay and any Customer Financial Institution to collect, store and use personal information (amongst other information) in connection with PayTo, including for the purposes of constructing NPP Payment messages and enabling Azupay to receive NPP Payments.
8.8. Azupay will credit the Merchant Funds Account with the full amount of all Sales Transactions that are cleared in accordance with the Services Schedule subject to the terms of the EULA.
8.9. Azupay may withhold or refund to the Merchant’s customer all or part of the amount of a Sale Transaction if Azupay has reason to believe that the Sales Transaction or payment is fraudulent or disputed.
8.10. Where there is a dispute from an End Customer relating to the Azupay Services, the Merchant must as soon as reasonably practicable provide full and complete details to Azupay of the dispute and provide reasonable assistance to Azupay to resolve the dispute.
9. Transaction Information
9.1. Azupay will issue a statement to the Merchant through the Azupay Dashboard for each period agreed between the Merchant and Azupay from time to time. The statement will show a summary of Transactions processed by Azupay to or from each Merchant Funds Account during that period.
9.2. The Merchant must retain information about a Transaction for a period of seven (7) years from the date of the Transaction or any longer period required by Relevant Law.
9.3. The Merchant must review each statement and ensure that the records of Transactions noted on the statement reconcile against the actual records of Transactions. To the extent that there is any inconsistency, the Merchant should immediately notify Azupay. Azupay will assume that in the absence of any notification that the records of Transactions it provides in a statement are accurate and correct.
9.4. The Merchant must provide Azupay with any information requested by Azupay about a Transaction within 14 days of request.
10. NPP and POS Terminals
10.1. The Merchant acknowledges:
a) Azupay will provide the Azupay Services, via POS Terminals provided by or on behalf of the Merchant’s POS Provider, using the NPP and an arrangement with a financial institution settlement partner (FI Arrangement);
b) Azupay’s ability to provide the Azupay Services is contingent upon the availability and functionality of the NPP and/or the Merchant’s POS terminals, and/or the FI Arrangement; and
c) Azupay is not responsible for the availability and functionality of the NPP or the Merchant’s POS terminals or the FI Arrangement.
11. Representations and Warranties
11.1. The Merchant makes the following representations and warranties to Azupay each time it initiates a Transaction:
a) the details of the Transaction are true and correct;
b) all information provided to Azupay in response to a request made by Azupay in the course of satisfying any obligations under Relevant Laws are true and correct;
c) the Merchant is not aware of any fact which would cause the Transaction to be unauthorised by the Merchant or the customer;
d) the Merchant is satisfied based on its own user acceptance testing that the Azupay Services are fit for the Merchant’s purposes;
e) the information provided by the Merchant to the Merchant’s POS Provider and then used by Azupay in connection with Azupay’s due diligence process either before or around the time the EULA was entered into or subsequently is true, complete and up to date; and
f) the Merchant has all necessary governmental and regulatory licences, registrations, consents and approvals under any Relevant Law in order to carry out its obligations under the EULA or to provide any products and services to customers and all such governmental and regulatory licences, registrations, consents and approvals and are in full force and effect.
11.2. Azupay makes the following representations and warranties to the Merchant:
a) each of the Azupay App and the Azupay Services are provided “as is” and “as available”;
b) Azupay will make any and all reasonable endeavour(s) to conform to the specifications and service levels set out in this EULA;
c) Azupay will comply with all Relevant Laws, including but not limited to, maintaining all governmental and regulatory licences, registrations, permits or consents required in order to provide the Azupay Services;
d) the provision of the Azupay Services will not infringe the rights, including any intellectual property rights, of any third parties;
e) Azupay will comply with all applicable regulations, procedures and requirements of the NPP or NPP Australia Limited (ABN 68 601 428 737), including in connection with the provision of the Azupay Services;
f) all data, codes and other information generated by or in connection with the Azupay Services, including any interfaces with the NPP, will be materially correct and accurate;
g) unless otherwise authorised by the terms of the EULA, or mandated by Relevant Law and/or any relevant Scheme Rules, Azupay will not knowingly do anything in connection with the EULA licence granted thereunder which causes or requires the Merchant to refund any amount the Merchant receives or is entitled to receive from the Merchant’s customers; and
h) Azupay will accurately reflect the information provided by the Merchant in connection with a PayTo Agreement.
12. Reimbursement
12.1. The Merchant must reimburse Azupay within two (2) business days upon receiving a written request for the full amount of any Transaction that Azupay is required to pay to a customer or other person to the extent that the Transaction is not funded by a Merchant Funds Account.
13. Privacy and Confidentiality
13.1. Azupay will hold any personal information it collects in connection with the Azupay App and/or the Azupay Services (Merchant’s Personal Data) in accordance with the Australian Data Protection Laws and Privacy Principles and the Privacy Policy.
13.2. The Merchant must keep all Confidential Information confidential and not disclose it to anyone, except to the extent required by Relevant Law or where the relevant information is already in the public domain other than as a result of a breach of confidentiality.
13.3. Azupay may use and disclose information it collects in connection with the Azupay App and/or the Azupay Services in accordance with the Privacy Policy and otherwise as required by Relevant Law, codes of practice, external payment systems or any FI Arrangement.
13.4. The Merchant acknowledges, permits and agrees that:
a) Each of the Merchant’s POS Provider and Azupay has a contractual relationship with the Merchant.
b) Each of the Merchant’s POS Provider and Azupay acts as a service provider to the Merchant when collecting and transferring any of the Merchant’s Personal Data to the other, and when receiving and collecting the Merchant’s Personal Data from the other, in connection with the Azupay App.
c) Each of the Merchant’s POS Provider and Azupay collects, transfers and receives the Merchant’s Personal Data on behalf of, for the benefit of and pursuant to the instructions of the Merchant.
d) The Merchant authorises each of the Merchant’s POS Provider and Azupay to collect, transfer and receive the Merchant’s Personal Data to and from the other, for the purpose of processing that Merchant Personal Data in connection with the Azupay App.
e) The Merchant authorises Azupay to process the Merchant’s Personal Data it has either collected or received in connection with either the Azupay App and/or the Azupay Services.
13.5. Notwithstanding this clause 13, if, during the course of providing the Azupay Services, a party (Information Provider) provides information to the other party (Information Receiver) which:
a) is commercially sensitive to the Information Provider’s business; or
b) would, if disclosed, have a material detrimental effect on the Information Provider’s financial position,
then the Information Receiver must keep that information confidential and not disclose it to anyone except to the extent required by Relevant Law or where the relevant information is already in the public domain other than as a result of a breach of confidentiality.
14. Intellectual Property
14.1. Azupay and its suppliers and/or licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights) in and to the Azupay App and/or the Azupay Services (Intellectual Property Rights).
14.2. The Merchant agrees that only Azupay shall have the right to maintain, enhance or otherwise modify the Azupay App and/or the Azupay Services.
14.3. To the extent that Azupay develops any changes or modifications to its Intellectual Property Rights (Developed Materials), the intellectual property rights in the Developed Material will vest in Azupay, unless otherwise agreed by the parties.
14.4. The Merchant shall have a limited, non-exclusive, non-transferable, revocable and royalty free licence to use the Intellectual Property Rights and any Developed Materials in accordance with these terms of this EULA.
14.5. Except as expressly provided in the EULA, Azupay reserves all rights and grants the Merchant no licences of any kind, whether by implication, estoppel, or otherwise.
15. Relationship
15.1. Nothing in the EULA or the Merchant’s download, installation, access to and use of the Azupay App and/or the Azupay Services creates a relationship of joint venture, partnership or principal and agent.
16. Suspension
16.1. Acting reasonably, Azupay may suspend or restrict the Azupay App and/or the Azupay Services immediately if it has reasonable grounds to suspect that:
a) the Merchant has breached or may breach a material term of the EULA;
b) the Merchant uses the Azupay Services in connection with the sale of goods or services which are listed as explicitly prohibited in the Azupay Prohibited Industries webpage: https://www.azupay.com.au/prohibited-merchants/;
c) an insolvency event occurs in relation to the Merchant;
d) the Merchant has failed to provide all information or documentation reasonably required to provide the Azupay Services;
e) the Merchant is required to cease trading under a Relevant Law or otherwise requested to cease trading by a regulatory authority or law enforcement agency;
f) there is a change in law or the regulations of the NPP or the FI Arrangement that prevents Azupay from providing the Azupay App and/or the Azupay Services to the Merchant;
g) Azupay has reason to believe the Merchant has engaged in Transactions of the kind referred to in Clause 17 (Anti-money Laundering) of the EULA;
h) Azupay reasonably determines that Azupay or the Merchant may suffer loss if the Azupay Services continue to be provided;
i) the Merchant fails to undertake or otherwise action updates and upgrades to the Azupay App, as and when directed by Azupay; or
j) the terms of the EULA become or are claimed to be wholly or partly void, voidable or unenforceable.
16.2. If Azupay suspends or restricts the Azupay App and/or the Azupay Services, the Merchant must:
a) not process any further Transactions;
b) as soon as reasonably practicable, remove references to Azupay from their business processes, which may include but is not limited to a Merchant’s digital business processes, the Merchant’s website, social media sites, and other Merchant collateral and communications; and
c) destroy or return any Azupay material to Azupay except as required by Relevant Law and on request confirm the same to Azupay.
16.3. Azupay reserves the right to request information or evidence from the Merchant regarding the effectiveness of ongoing remediations that caused or influenced the suspension. Subject to satisfactory remediation, Azupay may reinstate access to the Azupay Services at its sole discretion.
17. Anti-money Laundering
17.1. Azupay may delay, block, or refuse to process any Transaction without incurring any liability if Azupay knows or reasonably suspects that the transaction or the application of its proceeds will:
a) breach, or cause Azupay to breach, any Relevant Law (including any sanctions); or
b) allow the imposition of any penalty on Azupay under any Relevant Law, including where the Transaction or the application of its proceeds involves any entity or activity the subject of any applicable sanctions or the direct or indirect proceeds of unlawful activity.
17.2. Where required by Relevant Law, Azupay may not be authorised to provide a detailed reason or reasons why the Transaction was blocked or refused for processing.
18. Audit
18.1. Azupay, or a person nominated by Azupay, may conduct an audit or review of the Merchant’s compliance with the Merchant’s obligations in relation to:
a) its processes, practices and procedures as they relate to the Transactions;
b) the accuracy of its records and reports in relation to the Transactions; or
c) any other matters reasonably determined by Azupay to be relevant to compliance with the EULA and Relevant Law.
18.2. Azupay will provide the Merchant with at least 30 days’ written notice prior to conducting an audit and will limit the audit to no more than one audit in any 12-month period.
18.3. The Merchant will provide any reasonable assistance requested by Azupay or a person nominated by Azupay to complete any such audit or review. Costs associated with an audit or review requested by Azupay will be at the sole cost of Azupay.
19. Termination
19.1. The Merchant may terminate the EULA upon providing 30 days’ written notice to Azupay.
19.2. Azupay may at any time terminate the EULA for any reason or no specific reason upon written notice to the Merchant.
20. Indemnity
20.1. The Merchant indemnifies Azupay against all claims, damages, actions, losses and liabilities (including all fines, penalties and other charges incurred by Azupay as a result of any act or omission of the Merchant) which Azupay suffers or incurs arising directly or indirectly from:
a) a Transaction, except where those matters arise directly from Azupay’s provision of the Azupay Services;
b) any Government taxes, duties or charges imposed on providing the merchant with the Azupay Services;
c) the occurrence of an event referred to in Clause 16 (Suspension);
d) the negligence or fraud of the Merchant or an employee, contractor or agent of the Merchant;
e) a breach by the Merchant of any terms of the EULA;
f) any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Merchant or any Transactions;
g) any dispute between the Merchant and a customer in respect of the supply, use, quality, or fitness for purposes of goods and services; and
h) any representation, warranty or statement made by the Merchant to the customer;
except to the extent they are caused or contributed to as a result of the fraud, wilful default or gross negligence of Azupay.
20.2. Azupay indemnifies the Merchant against all claims, damages, actions, losses and liabilities (including all fines, penalties and other charges incurred by the Merchant as a result of any act or omission of Azupay) which the Merchant suffers or incurs directly or indirectly from:
a) the negligence or fraud of Azupay or an employee, contractor or agent of Azupay;
b) a material breach by Azupay of any term of the EULA and that breach has not been remedied within 30 days from the Merchant notifying in writing Azupay of the breach;
c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to Azupay;
d) breach of any of Azupay’s representations, warranties and/or covenants set forth in the EULA; and
e) an insolvency event occurring in relation to Azupay;
except to the extent that any event listed above is caused or contributed to by the fraud, wilful default or negligence of the Merchant.
20.3. This indemnity and Clauses 12 (Reimbursement), 13 (Privacy and Confidentiality), 19 (Termination), 21 (Liability), and 28 (Jurisdiction) survive the termination of the EULA.
21. Liability
21.1. To the extent permitted by law, Azupay is not liable (including in contract, tort or under statute) for any loss or damage incurred by the Merchant in connection with the Azupay Services greater than the total amount of all Transactions fees collected by Azupay under this EULA in the six (6) months preceding the event of claim.
21.2. To the extent permitted by law, the Merchant is not liable (including in contract, tort or under statute) for any loss or damage incurred by Azupay in connection with the Azupay Services greater than the total amount of all Transactions fees collected by Azupay under this EULA in the six (6) months preceding the event of claim.
21.3. Despite anything to the contrary, to the maximum extent permitted by law, neither Azupay nor the Merchant will be liable under or in connection with this EULA for any consequential loss or indirect, incidental, or special damages.
21.4. Neither Azupay nor the Merchant will be liable to the other for any delay or non-performance of its obligations under the EULA to the extent to which such delay or non-performance arises from any Force Majeure Event.
22. Set-off
22.1. Azupay may, but need not, set off any matured obligation due from the Merchant against any obligation owed by Azupay to the Merchant.
23. Assignment
23.1. The Merchant must not use the Azupay App and/or the Azupay Services on behalf of a third party or allow the Azupay App and/or the Azupay Services to be used by a third party.
23.2. The Merchant must not assign or grant security over any of its rights or obligations under the EULA, in whole or in part, by operation of law or otherwise, without the prior written consent of Azupay.
23.3. Azupay acting reasonably, may transfer or assign any of its rights or obligations under the EULA on at least 14 days’ written notice to the Merchant. The Merchant must enter any documents required by Azupay to effectuate a transfer or assignment by Azupay of its rights or obligations under this EULA.
24. Sub-contracting
24.1. Azupay may engage or employ any person, sub-contractor or agent to perform any of its obligations under the EULA (Sub-contractor).
24.2. Azupay is not relieved of any of its liability or obligations under the EULA if Azupay engages a Sub-contractor.
25. Notices
25.1. Notices delivered under this EULA may be delivered by email to Azupay’s email address ([email protected]) or, in relation to the Merchant, the email address most recently notified to Azupay and are taken to be received when sent unless the sender receives an error notification.
26. Severability
26.1. If a term of this EULA is illegal or unenforceable in a jurisdiction, the EULA is to be construed in that jurisdiction to give effect to that term only to the extent possible to avoid any illegality or unenforceability.
27. Waiver
27.1. Azupay’s rights under this EULA are not waived by any delay or failure to exercise them and may only be waived in writing.
28. Jurisdiction
28.1. The EULA and any non-contractual rights arising out of it are governed by the laws and courts of New South Wales, Australia. The Merchant and Azupay submit to the non-exclusive jurisdiction of the courts of New South Wales in relation to any disputes.
29. Dispute Resolution
29.1. If any dispute arises between the Merchant and Azupay arising out of or in connection with the EULA, including its construction, effect, the rights and obligations of the parties, the performance, breach, rescission or termination of the EULA, the entitlement of any party to damages or compensation (whether for breach of contract, tort or any other cause of action) or the amount of that entitlement (Dispute), the party claiming that a Dispute has arisen must give the other party a notice containing particulars of the Dispute (Dispute Notice).
29.2. During the period of 10 business days from the date that the Dispute Notice is given, each of the parties must use its reasonable endeavours and act in good faith to resolve the Dispute by discussion and negotiation.
29.3. Failure to reach a mutually agreed resolution, either Azupay and/or the Merchant may request the services of an independent dispute resolution entity to hear the matter and issue its final resolution. During the entire period of when either party issues the Dispute Notice, Azupay reserves the right to suspend the Merchant from the Azupay App and/or the Azupay Services and will reinstate pending resolution or not, should either party terminate the EULA.
30. Interpretation
30.1. In the interpretation of this EULA, the following provisions apply unless the context otherwise requires:
a) Headings are inserted for convenience only and do not affect the interpretation of the Merchant Terms and Conditions.
b) A reference in this document to a business day means a day other than a Saturday or Sunday on which banks are open for business generally in Sydney, NSW.
c) If the day on which any act, matter or thing is to be done under this document is not a business day, the act, matter or thing must be done on the next business day.
d) Any reference to time means the time in Sydney, NSW.
e) A reference in this document to dollars or $ means Australian dollars and all amounts payable under this document are payable in Australian dollars.
f) A reference in this document to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.
g) An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.
h) Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.
i) A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.
j) References to the word “include” or “including” are to be construed without limitation.
k) Any schedules and attachments form part of the EULA.
31. Definitions
The following defined terms are used in the EULA:
| Australian Privacy Principles | set out in the Privacy Act 1988 (Cth). |
| Authorised PayTo Agreement | a PayTo Agreement, including a Migrated DDR Mandate, that has had the End Customer accept the agreement terms through the Customer Financial Institution and has been stored in the Mandate Management Service. |
| Azupay | Azupay Trading Pty Ltd ABN 88 635 093 248. |
| Azupay Client Dashboard | the online website through which the Merchant can access information about the Azupay Services as referred to in the Services Schedule, the Purchase Payment Facility Schedule or the PayTo Schedule. |
| Azupay Services | each service that provides access to and functionality of the NPP to the Merchant as described in the Services Schedule. |
| Confidential Information | all information relating to or arising under the EULA or in connection with the Azupay App and/or the Azupay Services in whatever form. |
| Cuscal | Cuscal Limited ABN 95 087 822 455. |
| Customer Financial Institution | the financial institution of the merchants End Customer, used for the necessary consent to authorise the PayTo Agreement. |
| Disbursement Transaction | a payment initiated by the Merchant to a bank account using the Azupay Services. |
| DDR | direct debit request. |
| End Customer | the Merchant’s customer that is making the Sales Transaction. |
| FI Arrangement | has the meaning given in Clause 10 (NPP and POS Terminals). |
| Mandate Management Service | means the central, secure database operated by NPP Australia Limited of Authorised PayTo Agreements. |
| Merchant Directed Payment | means a payment to, or in accordance with the written direction of, a person entitled to the Merchant Funds. |
| Merchant Funds | the funds of a Merchant held in the Merchant Funds Account. |
| Merchant Funds Account | an account of Azupay with Cuscal for the purpose of holding Merchant Funds (which Cuscal refers to as a Customer Funds Account) as part of the Purchased Payment Facility provided by Azupay to the Merchant for the purposes of the Azupay Services. |
| NPP | the New Payments Platform operated by NPP Australia Limited ABN 68 601 428 737. |
| PayTo Agreement | an authorised agreement or migrated DDR mandate established by the Merchant with their End Customer to allow the Merchant to initiate payments from their customers bank accounts in real-time via the Azupay Services and the NPP PayTo facility. |
| PayTo Agreement Transaction | the action taken to create, change, cancel or manage PayTo Agreements. |
| Privacy Policy | Azupay’s privacy policy which is available at www.azupay.com.au |
| Relevant Law | any law, regulation, order or instrument and any code of practice, practice notes, guidelines, rules, membership rules or standards issued by relevant regulators or industry bodies whether or not having the force of law that is applicable to a person or the business carried on by the person and includes, without limitation, the Corporations Act 2001 (Cth), the Anti-money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and any other statute or regulation relating to the proceeds of crime and economic sanctions. |
| Sales Transactions | the supply of goods or services or both paid for using the Azupay Services, including Azupay PayID and Azupay PayOUT payment services and Azupay PayTO agreement management and payment services. |
| Scheme Rules |
the operating rules, procedures, technical standards, participation requirements and compliance obligations applicable to the payment systems or schemes through which Azupay provides payment services, including: (a) the New Payments Platform (NPP) and all associated frameworks, rules and technical standards published or administered by Australian Payments Plus (AP+), including but not limited to NPP, PayID and PayTo; (b) the Direct Entry system; and (c) any other domestic or international payment scheme, clearing system or infrastructure that Azupay participates in or relies upon from time to time. |
| Settlement Account | a bank account maintained by Azupay for the receipt and payment of the proceeds of Sales Transactions or Disbursement Transactions. |
| Services Schedule | the Services Schedule provided to the Merchant with the EULA as may be amended or supplemented from time to time. |
| Transaction | a Sales Transaction, a Disbursement Transaction or a PayTo Agreement Transaction. |
Services Schedule
1. Solutions Overview
1.1. Azupay is to supply the Merchant with the Azupay payment method to be integrated into the Merchant payment processes. The Azupay Services provide fast, safe and simple NPP-based payment methods for merchants and retailers in Australia to receive payments from their customers. It will enable the Merchant’s customers to pay for their goods and services with their own money, while providing the Merchant with a timelier cash flow management and a simpler and robust reconciliation process.
1.2. Azupay is an Australian company specialising in digital payments with the Azupay product (https://www.azupay.com.au) being offered as a unique payment method utilising the Australian New Payment Platform (NPP) – https://nppa.com.au.
2. Platform Summary
2.1. Azupay Trading Pty Ltd commercialises under licence the Azupay payment method.
3. Subscription Details
The below table is a summary of the Azupay Services provided. More detailed information can be found in the Azupay Developer Portal – https://developer.azupay.com.au
| Service | Description |
|---|---|
| Merchant Dashboard | Manage their Azupay account and configuration, including transaction searching and report download |
| Settlement | Transfer of funds from the merchant’s Azupay account to their external business banking account. |
| Payment Apps | Configurable UI components merchants can install in their POS terminals provided by the Merchant’s POS Provider to manage payments related interactions with their customers. |
4. Usage of the Azupay Services
4.1. Azupay will make the Azupay platform available to the Merchant by setting up an account for the Merchant on the Azupay platform, by providing to the Merchant a login to the Azupay Dashboard and, via the Azupay Dashboard details to connect the Azupay platform to the Merchant’s POS terminals provided by the Merchant’s POS Provider as soon as practicable following acceptance of this EULA.
4.2. Subject to the terms and conditions herein and the limitations below, Azupay will grant to the Merchant non-exclusive rights to use and access the Azupay platform for the defined services in Australia.
4.3. The right granted by Azupay to the above for the Merchant is subject to the following limitations:
a) the Azupay platform may only be used by the named users identified within the technical integration configuration with the Merchant;
b) the Azupay platform must be used by the Merchant in accordance with the EULA.
4.4. The Merchant must not use the Azupay platform:
a) in any way that is unlawful, illegal, fraudulent or that may cause damage or loss to Azupay or any third parties; or
b) in connection with any activity that is, or may be, unlawful, illegal, fraudulent or that may cause damage or loss to Azupay or any third parties.
5. Service Level Agreement
5.1. The Azupay Service Level Agreement (“SLA”) governs the availability of the services identified below as made available to the Merchant under the EULA.
6. SLA Definitions
“Covered Services” means the components of the Azupay payment service identified below.
“Downtime” means periods during which material portions of the Covered Services are not available.
“Excluded Downtime” includes Planned Downtime and any Downtime resulting from:
a) events beyond Azupay’s reasonable control, including, but not limited to, network disruptions, denial of service attacks, network hacks, or events constituting a force majeure;
b) any action taken under the customers’ account;
c) any termination or suspension of the Merchant’s account in accordance with the Merchant Terms and Conditions;
d) any third-party software or hardware used to access the Services;
e) use of the Services in a manner that is inconsistent with the Merchant Terms and Conditions or Azupay’s reasonable instructions; and
f) use of Beta, evaluation, and free Services.
“Planned Downtime” means Downtime for scheduled maintenance. Azupay will use commercially reasonable efforts to provide notice of Planned Downtime as early as possible but no less than eight (8) hours beforehand.
7. Service Availability
7.1. Azupay will use all commercially reasonable efforts to provide the Covered Services with ninety-nine point nine per cent (99.9%) availability subject to Excluded Downtime.
a) Scheduled maintenance to Tier 1 components of the Azupay platform will be performed during periods of low activity and will be done in a way that will minimise system unavailability.
b) Scheduled maintenance to Tier 2 components of the Azupay platform will be performed out of business hours (Sydney time) and possible outages will be notified to clients a minimum of 8 hours in advance.
8. Covered Services
The following Azupay Payment Services provided are covered by this SLA:
Tier 1
• Azupay UI/UX components operation
Tier 2
• Azupay Dashboard
• Azupay service desk
9. Incident Response
Azupay categorised incidents into Severities 1 to 4 and provides the following Response and Resolution SLAs.
| Severity | Description | First Response Time | Target Resolution Time |
|---|---|---|---|
| 1 | Total loss of service to Tier 1 services or an issue impacting a significant number of customers that prevents payments being taken. No workaround is available. | 60 minutes | 4 hours |
| 2 |
Issue impacting some users of a Tier 1 service, intermittent issues or issues where a workaround is available.
Issue with a Tier 2 service impacting a significant number of customers. |
60 minutes | 24 hours |
| 3 | Minor issue in either a Tier 1 or Tier 2 service that does not impact merchants’ ability to process payments or where a simple workaround is available. | 1 business day | 5 business days |
| 4 | Request for system enhancement such as altering a report or providing additional data fields. | 5 business days | As agreed with the Merchant |
If the Azupay Services fails to comply with the EULA, Azupay must fix the problem as soon as reasonably possible and in accordance with relevant service levels.
Azupay will provide help desk services as follows:
| Help desk services: | The Azupay help desk is accessible online and provides help desk calls and ticket management for Azupay’s clients. |
| Help desk hours: | 24/7/365 |
| Help desk contact details: |
https://azupay.atlassian.net/servicedesk/customer/portal/3 |
10. Performance Monitoring and Reporting
10.1. Reporting on performance of the Azupay Services:
a) The Azupay Dashboard provides transaction logs and monitoring and uptime reporting of the Azupay platform.
b) Azupay will provide a monthly report showing all events that have resulted in the Azupay service being unavailable. This report will show the duration of the event and a plan to prevent recurrence of the issue.
c) The report also includes an availability percentage for the month that is calculated as (Number of minutes per month – minutes of unavailability per month)/(Number of minutes per month) * 100
o For example:
A typical month of 30 days has 43200 minutes. If there was one outage of 30 minutes in the month, the availability would be (43200 – 30)/43200 * 100 = 99.93%
10.2. Technical arrangements for enabling performance monitoring of the Services:
a) The Azupay Dashboard provides transaction logs and monitoring capabilities.
b) Status of each component in the Azupay SaaS platform is shown in the Azupay Dashboard.
c) Each component is shown as either Green, Amber, or Red where:
o Green: Components are functioning normally
o Amber: Components are functioning but may be having unexpected failures in some cases or reduced performance.
o Red: Components are severely impacted or non-functional.
d) There is also an overall system status based on the criticality of each component in the solution. So, the system status may be Amber even if a non-critical component is offline and Red.
e) The Merchant may also log a ticket on the Azupay service desk to get a status update if there are concerns with system behaviour, which is subject to stated help desk SLAs.
f) Azupay will notify the Merchant’s designated contact whenever degradation of service or loss of service occurs.
11. Merchant and Merchant Customer Transactional Data
11.1. Azupay will ensure that all transactional data in its possession is retained and managed in accordance with the following requirements:
11.2. Data encryption:
a) Data in transit to, and within, the Azupay platform is encrypted using TLS 1.2 or higher. Connections using versions of TLS lower than 1.2 or using SSL are rejected.
b) Data at rest is encrypted using 256-bit Advanced Encryption Standard (AES-256)
11.3. Technical mechanisms and processes for enabling access / extract transactional data at any time:
a) All transactional data will be accessible from the Azupay Dashboard.
12. Controls to be Applied for Managing the Platform:
12.1. Azupay will:
a) keep confidential and not disclose the confidential information to any person except to the extent required by law;
b) protect the confidential information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
c) deploy and maintain the security systems and technologies detailed above in relation to the confidential information held on the Azupay platform.
12.2. Azupay and the Merchant will:
a) Not, without the prior written approval of the other party, disclose the other party’s confidential information.
b) Not be in breach in circumstances where it is legally compelled to disclose the other party’s confidential information.
c) Take all reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of the Merchant Terms and Conditions, do not make public or disclose the other party’s confidential information.
12.3. The Merchant will:
d) Not disclose to any third party any information retrieved from the Azupay platform as a result of processing a payment;
e) Where payment and payer information are provided to the Merchant by Azupay for fraud and compliance verification purposes, the Merchant will not use this information for any other purpose.
f) Ensure all credentials used to access any part of the Azupay platform are kept secure;
g) Will notify Azupay immediately if it becomes aware that its credentials become compromised.
13. Changes to the Services
13.1. Azupay can make changes to the Azupay Services to ensure it keeps pace with technological advancements and improvements in methods of delivery;
13.2. This does not entitle the Merchant to new products or functionality which are not contemplated under the EULA;
13.3. Regardless of any such changes, Azupay must ensure the Azupay Services continue to meet all of the requirements under the EULA.
Purchased Payment Facility Schedule
1. Azupay will provide a Purchased Payment Facility (PPF) to the Merchant. The PPF provides the Merchant with the ability to hold funds within a Merchant Funds Account for an indefinite period of time. An agreed limit to the amount of funds the Merchant can hold in the Merchant Funds Account will be applied by Azupay and notified to the Merchant. This amount may be changed from time to time.
2. As part of the PPF, Azupay will establish and maintain a Merchant Funds Account with Cuscal, an authorised deposit-taking institution (ADI), to hold the Merchant Funds. Cuscal is the holder of stored value for the PPF. While Cuscal is an ADI, the Merchant Funds are not covered by the Financial Claims Scheme.
3. Azupay will hold the Merchant Funds of the Merchant within the Merchant Funds Account in trust for the benefit of the Merchant.
4. Cuscal is not providing accounts to the Merchant and does not have any contractual relationship with the Merchant.
5. Cuscal provides transaction processing and settlement services to Azupay in relation to the Merchant Funds Account, and Azupay will only action these services based on instructions from the Merchant.
6. Cuscal will only debit the Merchant Funds Account for the purpose of Merchant Directed Payments or any other type of debit permitted by law.
7. Cuscal, as permitted by law, may invest funds in the Merchant Funds Account and deal with interest or other earnings on such investments or the proceeds of their sale.
8. Azupay may retain any interest, or any other earnings derived from funds held in the Merchant Funds Account, and the Merchant irrevocably assigns to Azupay all rights, interest and benefit to any interest or other earnings that accrue or are attributable to any of the funds held in the Merchant Funds Account.
PayTo Schedule
This PayTo Schedule describes the key services provided and the process and conditions on which these services will be invoked and operated.
1. Creating an Authorised PayTo Agreement
1.1. An Authorised Payment Mandate may be initiated by the Merchant or Azupay where the End Customer is either a new or existing customer of the Merchant.
2. Creating an Authorised PayTo Agreement for new End Customers
2.1. Once the Merchant has agreed the terms upon which the Merchant will engage with the End Customer, the Merchant must request the End Customer to provide their Account number and BSB/PayID. Any data provided to the Merchant by the End Customer will be provided in accordance with the Merchant’s privacy policy and terms and conditions. The Merchant will be responsible for any data provided by the End Customer.
2.2. The Merchant will instruct Azupay to produce a PayTo Agreement which Azupay will include on the Mandate Management Service. The Mandate Management Service will notify the financial institution of the End Customer (the Customer Financial Institution) of the PayTo Agreement at which point the End Customer will receive a notification to either authorise or reject the PayTo Agreement.
2.3. The End Customer is required to authorise or reject the PayTo Agreement within the period of time specified in the PayTo Agreement, otherwise the PayTo Agreement will lapse. Such period of time must not exceed 5 calendar days. For clarity, where the End Customer does not authorise or reject the PayTo Agreement within the specified period of time, the PayTo Agreement is deemed to be rejected.
2.4. If the End Customer rejects a PayTo Agreement because they do not believe that it reflects the terms of the agreement that it will enter into with the Merchant, the End Customer is required to contact the Merchant and have the Merchant amend and resubmit the details of the Mandate.
2.5. Once a PayTo Agreement has been authorised by the End Customer, the Customer Financial Institution will update the Mandate Management Service with this information and the PayTo Agreement becomes an Authorised PayTo Agreement.
2.6. A Merchant may recall a PayTo Agreement at any time up until the point at which the End Customer authorises that PayTo Agreement in accordance with clause 2.3, or the PayTo Agreement expires.
3. Migration of Direct Debit Arrangements for Existing End Customers
3.1. Where the Merchant are existing “BECS Debit Users”, Azupay may authorise such Merchants to create PayTo Agreements for any existing Direct Debits (Migrated DDR Mandates). To create Migrated DDR Mandates, Merchants must inform the End Customer/s of their decision to process future transactions under the relevant Direct Debit arrangement through PayTo at least one full billing cycle before the new payment arrangements come into effect (and if the billing cycle is less than 14 days, then at least 14 days’ notice is to be given).
3.2. Any data provided to a Payee Customer by End Customer/s, historical or otherwise, will be provided in accordance with the Payee Customer’s privacy policy and terms and conditions. The Payee Customer will be responsible for any data provided to it by End Customer/s.
3.3. Payee Customers acknowledge that they hold, and are able to produce evidence upon request, of each of the End Customers’:
• existing Direct Debit authorisations to be migrated to PayTo; and
• all notices pursuant to clause 3.1.
3.4. Azupay will produce a Migrated DDR Mandate which Azupay will include on the Mandate Management Service. Transactions in connection with Migrated DDR Mandates may be processed through PayTo from the date that is 5 calendar days after the date of creation (provided that this is consistent with any instruction provided by the End Customer) at which point the Migrated DDR Mandate becomes an Authorised PayTo Agreement.
3.5. A Migrated DDR Mandate can be recalled by the Merchant at any time up until 5 calendar days from the date of Migration DDR Mandate creation.
4. Amending an Authorised PayTo Agreement
4.1. From time to time, the terms of the agreement between the Merchant and each End Customer may be amended which will then need to be captured in the relevant Authorised PayTo Agreement. The amendment of an Authorised PayTo Agreement must be initiated by the Merchant. The Merchant must obtain consent from each End Customer to any changes to the terms of the Merchants agreement with those customers before initiating an amendment to an Authorised PayTo Agreement.
4.2. The Merchant acknowledges that it holds, and is able to produce evidence upon request, of each End Customer’s consent obtained pursuant to clause 4.1.
4.3. The Merchant must instruct Azupay to process an amendment to the Authorised PayTo Agreement in the Mandate Management Service on the Merchants behalf. The Mandate Management Service will notify the Customer Financial Institution of the amendment request at which point the End Customer is required to either authorise or reject the amendment request.
4.4. The End Customer must either authorise or reject the amendment request within 5 calendar days, otherwise the amendment request will lapse. For clarity, where the End Customer does not authorise or reject the amendment request within the specified period of time, the amendment request is deemed to be rejected.
4.5. If the End Customer rejects the amendment request because they do not believe that it reflects the updated terms of the agreement that it has with the Merchant, the End Customer must contact the Merchant and have them resubmit the amendment request with the correct details.
4.6. Once an amendment request has been authorised by the End Customer, the Customer Financial Institution will promptly update the Mandate Management Service with this information. The updated Authorised PayTo Agreement will apply from the date that is specified in the agreement between the End Customer and the Merchant.
5. Suspending and Unsuspending an Authorised PayTo Agreement
5.1. Subject to the terms of the agreement between the Merchant and each of its End Customers, Merchants may suspend and unsuspend an Authorised PayTo Agreement by using the Azupay Services. Any suspension or unsuspension of an Authorised PayTo Agreement will generally be effective immediately. Azupay will promptly notify the Customer Financial Institution of the suspension or unsuspension, who will in-turn promptly notify the End Customer.
5.2. Similarly, subject to the terms of the agreement between the Merchant and each of the End Customers, the End Customer may suspend and unsuspend an Authorised PayTo Agreement. Azupay will promptly notify the Merchant of any such suspension and unsuspension via the Azupay Services.
6. Cancelling an Authorised PayTo Agreement
6.1. Subject to the terms of the agreement between the Merchant and each End Customer, the Merchant may cancel an Authorised PayTo Agreement by using the Azupay Services. Any cancellation of an Authorised PayTo Agreement will generally be effective immediately. Azupay will promptly notify each Customer Financial Institution of the cancellation, which will in-turn promptly notify each End Customer.
6.2. Similarly, subject to the terms of the agreement between the Merchant and each End Customer, the End Customer may cancel an Authorised PayTo Agreement. Azupay will promptly notify the Merchant of any such cancellation via the Azupay Services.
BY CLICKING “ACCEPT”, DOWNLOADING, INSTALLING, OR USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA
Last updated: 03 February 2026