Common use of Merchant Responsibilities Clause in Contracts

Merchant Responsibilities. 6.1 You: (a) acknowledge that: (i) you have made and will continue to make your own assessment of the suitability, adequacy, compatibility and appropriateness of Online EFTPOS for its purposes; and (ii) you have not relied on any statements or representations on the part of Paymark as to the performance, functionality or suitability of Online EFTPOS for your requirements, verbal or otherwise, except as expressly recorded in this Agreement; (b) will display, in a position that is readily visible to Customers, a privacy statement that complies with the requirements of the Privacy Act; (c) will comply with the Security Standards and with Paymark's restrictions and instructions in relation to the use of Online EFTPOS, including those set out in this Agreement and instructions in respect of any breach of the Security Standards; (d) will ensure that only authorised persons use Online EFTPOS and that Online EFTPOS is used only for the Online EFTPOS Permitted Use and as expressly authorised under this Agreement; (e) will accept all responsibility for reliance on and use of Online EFTPOS by you and your employees, contractors, agents and third-party integrators; (f) will obtain and maintain all equipment, software and services needed to enable you to receive and use Online EFTPOS; (g) acknowledge that if you operate an online business you will operate a website, and (i) integrate or (ii) either procure or ensure the integration of, the Online EFTPOS API into that website and comply with the latest Online EFTPOS API Specification; (h) will deliver, perform or otherwise provide to the Customer the products, goods and/or services purchased by a Customer using Online EFTPOS; (i) will immediately notify Paymark upon becoming aware of any breach by you or any third party of the Security Standards; (j) you are responsible for all changes and costs associated with accessing Online EFTPOS, including (i) integrating or (ii) either procuring or ensuring the integration with the Online EFTPOS API; (k) are responsible for any Customer information retained on your system and any legal or financial consequences of unauthorised use or disclosure of this information; (l) will take all reasonable care to prevent wrongful use of a Customer Account for an Authorised Payment originating at the Merchant; (m) accept as your sole responsibility the obligation to determine the final status of each Online EFTPOS Transaction and to reconcile that status with amounts settled to the Merchant Account in order to determine your obligation and whether to provide, or continue to provide (as the case may be) the applicable products, goods and/or services; (n) are responsible for supplying Paymark with the details of the Merchant Account for the purposes of crediting or debiting Settlement Instructions; (o) will only process Refund Requests where you will have adequate funds in the Merchant Account at the time of settlement of such Refund Request; (p) will ensure that sufficient information is given to Paymark to enable Paymark to comply with its obligations under this Agreement and to deal with any queries in relation to the Agreement and will ensure that such information is timely, complete and accurate; (q) will provide all facilities, equipment and material required to perform its obligations at its own cost, unless otherwise specified in this Agreement or otherwise agreed in writing with Paymark; (r) in performing your obligations under this Agreement and otherwise in connection with this Agreement, will comply with all relevant laws and regulations and any relevant requirements of governmental or regulatory authorities, including the Privacy Act 1993; (s) acknowledge that Paymark or a Customer Bank may from time to time request certain information from you for customer due diligence purposes. You will at all times comply with any reasonable requests of Paymark or a Customer Bank to provide information and do all things reasonably necessary to allow Paymark or any Customer Bank to undertake customer due diligence on you; (t) will immediately notify Paymark upon becoming aware of any third-party infringing Paymark's Intellectual Property rights in any manner; and (u) will immediately notify Paymark upon becoming aware of any breach by you of this Agreement in connection with Online EFTPOS or any Online EFTPOS Transaction; (v) will only use the Merchant Portal to initiate a payment (for example, in-store or remotely by telephone) where expressly authorised by the Customer and you must maintain control of and be responsible at all times for the security of the manual key entry of information into the Merchant Portal. 6.2 You must ensure that you protect Online EFTPOS from any malicious software (malware) and unauthorised access by maintaining the most up-to-date anti-virus software reasonably available to you. 6.3 If a Customer requests remotely (for example, by telephone) to pay by Online EFTPOS you must: (a) take reasonable steps to verify the identity of the person you are dealing with in order to confirm that they are genuine and authorised to make the purchase; (b) record reasonable identification details of the person you are dealing with in order to complete the purchase and provide the product, good or service to them; 6.4 If you are approved by Paymark to enable Online EFTPOS Transactions using Autopay and wish to offer that functionality to your Customers, you agree: (a) that prior to offering Autopay to Customers, you will complete the Autopay Prerequisite Items and will continue to comply with the Autopay Prerequisite Items at all times that Autopay is enabled on your website; (b) you will provide Paymark with all information requested at any time in order to verify that the Autopay Prerequisite Items are satisfied; and (c) you will comply with any other requirements of Paymark in relation to the offering of Autopay as notified to you by Paymark (including by posting an update on our website and/or the Merchant Portal) from time to time. 6.5 You agree to promptly notify Paymark: (a) if you change registered office; (b) if any step is taken to appoint a receiver, a trustee in bankruptcy, a liquidator, an administrator or similar of the whole or any part of your assets or business; (c) if you cease to carry on business or cease to be able to pay your debts as they become due; (d) if any step is taken by a mortgagee to take possession or dispose of the whole or any part of your assets, operations or business; (e) if any step is taken to enter into any arrangement with your creditors; (f) of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business; (g) of any transfer or sale of 25% or more of your assets or any change in the control or ownership of you or your ultimate parent entity; and (h) of any judgment against 25% or more of your assets not later than three days after you obtain knowledge of such judgment.

Merchant Responsibilities. 6.1 You: (a) acknowledge that: (i) you have made and will continue to make your own assessment of the suitability, adequacy, compatibility and appropriateness of Online EFTPOS for its purposes; and (ii) you have not relied on any statements or representations on the part of Paymark Worldline NZ as to the performance, functionality or suitability of Online EFTPOS for your requirements, verbal or otherwise, except as expressly recorded in this Agreement; (b) will display, in a position that is readily visible to Customers, a privacy statement that complies with the requirements of the Privacy Act; (c) will comply with the Security Standards and with PaymarkWorldline NZ's restrictions and instructions in relation to the use of Online EFTPOS, including those set out in this Agreement and instructions in respect of any breach of the Security Standards; (d) will ensure that only authorised persons use Online EFTPOS and that Online EFTPOS is used only for the Online EFTPOS Permitted Use and as expressly authorised under this Agreement; (e) will accept all responsibility for reliance on and use of Online EFTPOS by you and your employees, contractors, agents and third-party integrators; (f) will obtain and maintain all equipment, software and services needed to enable you to receive and use Online EFTPOS; (g) acknowledge that if you operate an online business you will operate a website, and (i) integrate or (ii) either procure or ensure the integration of, the Online EFTPOS API into that website and comply with the latest Online EFTPOS API Specification; (h) will deliver, perform or otherwise provide to the Customer the products, goods and/or services purchased by a Customer using Online EFTPOS; (i) will immediately notify Paymark Worldline NZ upon becoming aware of any breach by you or any third party of the Security Standards; (j) you are responsible for all changes and costs associated with accessing Online EFTPOS, including (i) integrating or (ii) either procuring or ensuring the integration with the Online EFTPOS API; (k) are responsible for any Customer information retained on your system and any legal or financial consequences of unauthorised use or disclosure of this information; (l) will take all reasonable care to prevent wrongful use of a Customer Account for an Authorised Payment originating at the Merchant; (m) accept as your sole responsibility the obligation to determine the final status of each Online EFTPOS Transaction and to reconcile that status with amounts settled to the Merchant Account in order to determine your obligation and whether to provide, or continue to provide (as the case may be) the applicable products, goods and/or services; (n) are responsible for supplying Paymark Worldline NZ with the details of the Merchant Account for the purposes of crediting or debiting Settlement Instructions; (o) will only process Refund Requests where you will have adequate funds in the Merchant Account at the time of settlement of such Refund Request; (p) will ensure that sufficient information is given to Paymark Worldline NZ to enable Paymark Worldline NZ to comply with its obligations under this Agreement and to deal with any queries in relation to the Agreement and will ensure that such information is timely, complete and accurate; (q) will provide all facilities, equipment and material required to perform its obligations at its own cost, unless otherwise specified in this Agreement or otherwise agreed in writing with PaymarkWorldline NZ; (r) in performing your obligations under this Agreement and otherwise in connection with this Agreement, will comply with all relevant laws and regulations and any relevant requirements of governmental or regulatory authorities, including the Privacy Act 19932020; (s) acknowledge that Paymark Worldline NZ or a Customer Bank may from time to time request certain information from you for customer due diligence purposes. You will at all times comply with any reasonable requests of Paymark Worldline NZ or a Customer Bank to provide information and do all things reasonably necessary to allow Paymark Worldline NZ or any Customer Bank to undertake customer due diligence on you; (t) will immediately notify Paymark Worldline NZ upon becoming aware of any third-party infringing PaymarkWorldline NZ's Intellectual Property rights in any manner; and (u) will immediately notify Paymark Worldline NZ upon becoming aware of any breach by you of this Agreement in connection with Online EFTPOS or any Online EFTPOS Transaction; (v) will only use the Merchant Portal to initiate a payment (for example, in-store or remotely by telephone) where expressly authorised by the Customer and you must maintain control of and be responsible at all times for the security of the manual key entry of information into the Merchant Portal. 6.2 You must ensure that you protect Online EFTPOS from any malicious software (malware) and unauthorised access by maintaining the most up-to-date anti-virus software reasonably available to you. 6.3 If a Customer requests remotely (for example, by telephone) to pay by Online EFTPOS you must: (a) take reasonable steps to verify the identity of the person you are dealing with in order to confirm that they are genuine and authorised to make the purchase; (b) record reasonable identification details of the person you are dealing with in order to complete the purchase and provide the product, good or service to them; 6.4 If you are approved by Paymark Worldline NZ to enable Online EFTPOS Transactions using Autopay and wish to offer that functionality to your Customers, you agree: (a) that prior to offering Autopay to Customers, you will complete the Autopay Prerequisite Items and will continue to comply with the Autopay Prerequisite Items at all times that Autopay is enabled on your website; (b) you will provide Paymark Worldline NZ with all information requested at any time in order to verify that the Autopay Prerequisite Items are satisfied; and (c) you will comply with any other requirements of Paymark Worldline NZ in relation to the offering of Autopay as notified to you by Paymark Worldline NZ (including by posting an update on our website and/or the Merchant Portal) from time to time. 6.5 You agree to promptly notify PaymarkWorldline NZ: (a) if you change registered office; (b) if any step is taken to appoint a receiver, a trustee in bankruptcy, a liquidator, an administrator or similar of the whole or any part of your assets or business; (c) if you cease to carry on business or cease to be able to pay your debts as they become due; (d) if any step is taken by a mortgagee to take possession or dispose of the whole or any part of your assets, operations or business; (e) if any step is taken to enter into any arrangement with your creditors; (f) of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business; (g) of any transfer or sale of 25% or more of your assets or any change in the control or ownership of you or your ultimate parent entity; and (h) of any judgment against 25% or more of your assets not later than three days after you obtain knowledge of such judgment.

Merchant Responsibilities. 6.1 You: (a) acknowledge that: (i) you have made and will continue to make your own assessment of the suitability, adequacy, compatibility and appropriateness of Online EFTPOS for its purposes; and (ii) you have not relied on any statements or representations on the part of Paymark Worldline as to the performance, functionality or suitability of Online EFTPOS for your requirements, verbal or otherwise, except as expressly recorded in this Agreement; (b) will display, in a position that is readily visible to Customers, a privacy statement that complies with the requirements of the Privacy Act; (c) will comply with the Security Standards and with PaymarkWorldline's restrictions and instructions in relation to the use of Online EFTPOS, including those set out in this Agreement and instructions in respect of any breach of the Security Standards; (d) will ensure that only authorised persons use Online EFTPOS and that Online EFTPOS is used only for the Online EFTPOS Permitted Use and as expressly authorised under this Agreement; (e) will accept all responsibility for reliance on and use of Online EFTPOS by you and your employees, contractors, agents and third-party integrators; (f) will obtain and maintain all equipment, software and services needed to enable you to receive and use Online EFTPOS; (g) acknowledge that if you operate an online business you will operate a website, and (i) integrate or (ii) either procure or ensure the integration of, the Online EFTPOS API into that website and comply with the latest Online EFTPOS API Specification; (h) will deliver, perform or otherwise provide to the Customer the products, goods and/or services purchased by a Customer using Online EFTPOS; (i) will immediately notify Paymark Worldline upon becoming aware of any breach by you or any third party of the Security Standards; (j) you are responsible for all changes and costs associated with accessing Online EFTPOS, including (i) integrating or (ii) either procuring or ensuring the integration with the Online EFTPOS API; (k) are responsible for any Customer information retained on your system and any legal or financial consequences of unauthorised use or disclosure of this information; (l) will take all reasonable care to prevent wrongful use of a Customer Account for an Authorised Payment originating at the Merchant; (m) accept as your sole responsibility the obligation to determine the final status of each Online EFTPOS Transaction and to reconcile that status with amounts settled to the Merchant Account in order to determine your obligation and whether to provide, or continue to provide (as the case may be) the applicable products, goods and/or services; (n) are responsible for supplying Paymark Worldline with the details of the Merchant Account for the purposes of crediting or debiting Settlement Instructions; (o) will only process Refund Requests where you will have adequate funds in the Merchant Account at the time of settlement of such Refund Request; (p) will ensure that sufficient information is given to Paymark Worldline to enable Paymark Worldline to comply with its obligations under this Agreement and to deal with any queries in relation to the Agreement and will ensure that such information is timely, complete and accurate; (q) will provide all facilities, equipment and material required to perform its obligations at its own cost, unless otherwise specified in this Agreement or otherwise agreed in writing with PaymarkWorldline; (r) in performing your obligations under this Agreement and otherwise in connection with this Agreement, will comply with all relevant laws and regulations and any relevant requirements of governmental or regulatory authorities, including the Privacy Act 19932020; (s) acknowledge that Paymark Worldline or a Customer Bank may from time to time request certain information from you for customer due diligence purposes. You will at all times comply with any reasonable requests of Paymark Worldline or a Customer Bank to provide information and do all things reasonably necessary to allow Paymark Worldline or any Customer Bank to undertake customer due diligence on you; (t) will immediately notify Paymark Worldline upon becoming aware of any third-party infringing PaymarkWorldline's Intellectual Property rights in any manner; and (u) will immediately notify Paymark Worldline upon becoming aware of any breach by you of this Agreement in connection with Online EFTPOS or any Online EFTPOS Transaction; (v) will only use the Merchant Portal to initiate a payment (for example, in-store or remotely by telephone) where expressly authorised by the Customer and you must maintain control of and be responsible at all times for the security of the manual key entry of information into the Merchant Portal. 6.2 You must ensure that you protect Online EFTPOS from any malicious software (malware) and unauthorised access by maintaining the most up-to-date anti-virus software reasonably available to you. 6.3 If a Customer requests remotely (for example, by telephone) to pay by Online EFTPOS you must: (a) take reasonable steps to verify the identity of the person you are dealing with in order to confirm that they are genuine and authorised to make the purchase; (b) record reasonable identification details of the person you are dealing with in order to complete the purchase and provide the product, good or service to them; 6.4 If you are approved by Paymark Worldline to enable Online EFTPOS Transactions using Autopay and wish to offer that functionality to your Customers, you agree: (a) that prior to offering Autopay to Customers, you will complete the Autopay Prerequisite Items and will continue to comply with the Autopay Prerequisite Items at all times that Autopay is enabled on your website; (b) you will provide Paymark Worldline with all information requested at any time in order to verify that the Autopay Prerequisite Items are satisfied; and (c) you will comply with any other requirements of Paymark Worldline in relation to the offering of Autopay as notified to you by Paymark Worldline (including by posting an update on our website and/or the Merchant Portal) from time to time. 6.5 You agree to promptly notify PaymarkWorldline: (a) if you change registered office; (b) if any step is taken to appoint a receiver, a trustee in bankruptcy, a liquidator, an administrator or similar of the whole or any part of your assets or business; (c) if you cease to carry on business or cease to be able to pay your debts as they become due; (d) if any step is taken by a mortgagee to take possession or dispose of the whole or any part of your assets, operations or business; (e) if any step is taken to enter into any arrangement with your creditors; (f) of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business; (g) of any transfer or sale of 25% or more of your assets or any change in the control or ownership of you or your ultimate parent entity; and (h) of any judgment against 25% or more of your assets not later than three days after you obtain knowledge of such judgment.

Merchant Responsibilities. 6.1 You: (a) acknowledge that: (i) you have made and will continue to make your own assessment of the suitability, adequacy, compatibility and appropriateness of Online EFTPOS for its purposes; and (ii) you have not relied on any statements or representations on the part of Paymark as to the performance, functionality or suitability of Online EFTPOS for your requirements, verbal or otherwise, except as expressly recorded in this Agreement; (b) will display, in a position that is readily visible to Customers, a privacy statement that complies with the requirements of the Privacy Act; (c) will comply with the Security Standards and with Paymark's restrictions and instructions in relation to the use of Online EFTPOS, including those set out in this Agreement and instructions in respect of any breach of the Security Standards; (d) will ensure that only authorised persons use Online EFTPOS and that Online EFTPOS is used only for the Online EFTPOS Permitted Use and as expressly authorised under this Agreement; (e) will accept all responsibility for reliance on and use of Online EFTPOS by you and your employees, contractors, agents and third-party integrators; (f) will obtain and maintain all equipment, software and services needed to enable you to receive and use Online EFTPOS; (g) acknowledge that if you operate an online business you will operate a website, and (i) integrate or (ii) either procure or ensure the integration of, the Online EFTPOS API into that website and comply with the latest Online EFTPOS API Specification; (h) will deliver, perform or otherwise provide to the Customer the products, goods and/or services purchased by a Customer using Online EFTPOS; (i) will immediately notify Paymark upon becoming aware of any breach by you or any third party of the Security Standards; (j) you are responsible for all changes and costs associated with accessing Online EFTPOS, including (i) integrating or (ii) either procuring or ensuring the integration with the Online EFTPOS API; (k) are responsible for any Customer information retained on your system and any legal or financial consequences of unauthorised use or disclosure of this information; (l) will take all reasonable care to prevent wrongful use of a Customer Account for an Authorised Payment originating at the Merchant; (m) accept as your sole responsibility the obligation to determine the final status of each Online EFTPOS Transaction and to reconcile that status with amounts settled to the Merchant Account in order to determine your obligation and whether to provide, or continue to provide (as the case may be) the applicable products, goods and/or services; (n) are responsible for supplying Paymark with the details of the Merchant Account for the purposes of crediting or debiting Settlement Instructions; (o) will only process Refund Requests where you will have adequate funds in the Merchant Account at the time of settlement of such Refund Request; (p) will ensure that sufficient information is given to Paymark to enable Paymark to comply with its obligations under this Agreement and to deal with any queries in relation to the Agreement and will ensure that such information is timely, complete and accurate; (q) will provide all facilities, equipment and material required to perform its obligations at its own cost, unless otherwise specified in this Agreement or otherwise agreed in writing with Paymark; (r) in performing your obligations under this Agreement and otherwise in connection with this Agreement, will comply with all relevant laws and regulations and any relevant requirements of governmental or regulatory authorities, including the Privacy Act 19932020; (s) acknowledge that Paymark or a Customer Bank may from time to time request certain information from you for customer due diligence purposes. You will at all times comply with any reasonable requests of Paymark or a Customer Bank to provide information and do all things reasonably necessary to allow Paymark or any Customer Bank to undertake customer due diligence on you; (t) will immediately notify Paymark upon becoming aware of any third-party infringing Paymark's Intellectual Property rights in any manner; and (u) will immediately notify Paymark upon becoming aware of any breach by you of this Agreement in connection with Online EFTPOS or any Online EFTPOS Transaction; (v) will only use the Merchant Portal to initiate a payment (for example, in-store or remotely by telephone) where expressly authorised by the Customer and you must maintain control of and be responsible at all times for the security of the manual key entry of information into the Merchant Portal. 6.2 You must ensure that you protect Online EFTPOS from any malicious software (malware) and unauthorised access by maintaining the most up-to-date anti-virus software reasonably available to you. 6.3 If a Customer requests remotely (for example, by telephone) to pay by Online EFTPOS you must: (a) take reasonable steps to verify the identity of the person you are dealing with in order to confirm that they are genuine and authorised to make the purchase; (b) record reasonable identification details of the person you are dealing with in order to complete the purchase and provide the product, good or service to them; 6.4 If you are approved by Paymark to enable Online EFTPOS Transactions using Autopay and wish to offer that functionality to your Customers, you agree: (a) that prior to offering Autopay to Customers, you will complete the Autopay Prerequisite Items and will continue to comply with the Autopay Prerequisite Items at all times that Autopay is enabled on your website; (b) you will provide Paymark with all information requested at any time in order to verify that the Autopay Prerequisite Items are satisfied; and (c) you will comply with any other requirements of Paymark in relation to the offering of Autopay as notified to you by Paymark (including by posting an update on our website and/or the Merchant Portal) from time to time. 6.5 You agree to promptly notify Paymark: (a) if you change registered office; (b) if any step is taken to appoint a receiver, a trustee in bankruptcy, a liquidator, an administrator or similar of the whole or any part of your assets or business; (c) if you cease to carry on business or cease to be able to pay your debts as they become due; (d) if any step is taken by a mortgagee to take possession or dispose of the whole or any part of your assets, operations or business; (e) if any step is taken to enter into any arrangement with your creditors; (f) of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business; (g) of any transfer or sale of 25% or more of your assets or any change in the control or ownership of you or your ultimate parent entity; and (h) of any judgment against 25% or more of your assets not later than three days after you obtain knowledge of such judgment.