PayTo Terms & Conditions

This document encapsulates the terms, conditions and compliances for the usage of the PayTo Services offered by Kuber Financial Pty. Limited (“Kuber”). Acceptance of these terms and conditions shall amount to explicit consent on part of the User to strictly adhere to and be bound by the same. 

Definitions 

Customer refers to an entity, platform, marketplace, merchant or individual who agrees to accept these PayTo Terms and Conditions. 

End Customer refers to a buyer/debtor/payer user using the Customer’s platform/marketplace services. 

PayTo Agreement means a digital agreement that records authorised payment terms between the Customer or a Seller and its End Customer governed by the laws and regulations of Australia. 

PayTo Claims means claims raised by the End Customer with their bank for any non-compliant or wrongful debits via PayTo from their bank account. 

Payment Initiator means a payment service provider (Kuber) acting on behalf of the Customer and is authorised by the End Customer to initiate payments from their bank account. 

NPPA means the New Payments Platform operated by NPP Australia Limited under the laws and regulations of Australia. 

NPP Payments means electronic payments cleared and settled by participating financial institutions via the NPP. 

User shall jointly refer to the Customer and End Customer who is an Australian resident with an Australian bank account 

PayTo Service 

PayTo is a new digital payment method that allows customers to authorise payments directly from their Australian bank accounts. It is a part of the NPPA initiatives to modernise and facilitate payment solutions in Australia. 

PayTo is a payment option for businesses and individuals that use any Australian bank that has enabled PayTo and is compliant with the NPP regulations, provided that they also have an Australian bank account that is NPP enabled and suitable for use with PayTo transactions. 

Scope of Service 

Kuber Financial supports one-time transactions through the PayTo platform, operating on an ad hoc frequency mandate, which allows users to authorize and process individual payments on a case-by-case basis.

Kuber Financial also offers support for PayTo recurring transactions, enabling users to establish and manage ongoing payment arrangements with merchants or individual entities through the Kuber app.

Eligibility 

Each User must adhere to Kuber’s policies as available on the website at www.kuberfinancial.com.au as updated or revised from time to time. The User must be compliant with any and all requisitions made by Kuber in relation to the Users organisational and financial structure and capabilities. This includes, but is not limited to, the furnishing of documents, reports and warranties as requested by Kuber within the stipulated time frame. The User must comply with: (i) all statutory provisions and requirements relating to Data Protection and Privacy; and (ii) all relevant and applicable Australian rules, regulations and laws. 

Termination 

Kuber may terminate a User’s PayTo services at any time in Kuber’s absolute discretion. Kuber may provide the User notice of the termination of its PayTo services after the termination, but is under no obligation to provide any notice whatsoever. Kuber will terminate a User’s PayTo services without notice in any of the following situations: 

5.1. Kuber determines (in its absolute discretion) that any User is in breach of these terms and conditions (as amended from time to time) or any statutory provisions, laws or regulations that apply to the use and governance of PayTo services in Australia via the NPPA. 

5.2.The User’s PayTo claims ratio is beyond the acceptable limits of Kuber’s risk appetite, as determined in Kuber’s absolute discretion. 

5.3.PayTo is being used by the User for use-cases or workflows not approved by Kuber or which are in breach or contradiction with applicable policies and laws. 

5.4.Kuber suspects or identifies improper or fraudulent use of PayTo by the User. 

Fraudulent and other criminal conduct 

6.1. If Kuber suspects or determines, in its absolute discretion, that any User is using or has used Kubers services to engage in any fraudulent, misleading, deceptive, moneylaundering, or other criminal conduct or activity whatsoever (whether knowingly, intentionally, negligently or not), and whether under the laws and regulations of Australia or overseas, then that User's access to PayTo Services will be immediately terminated without notice. 

Obligations of Customer 

7.1.The User must comply with all applicable laws in connection with their use of PayTo. In addition, the Customer must initiate PayTo payments (including retries) strictly as per PayTo Agreement terms and in line with the PayTo payment workflows / use cases approved in writing by Kuber for use by the Customer. 

7.2.The Customer will be responsible and financially liable for any PayTo Claims where Kuber investigations conclude the Customer is liable, which may be due to non-compliance, negligent actions or omissions, fraudulent behaviour or other actions or omissions that are deemed to have contributed to any losses incurred with respect to the Claim. 

7.3.PayTo Claim amount can be more than the original payment amount, to cover any additional losses incurred by the End Customer (or by Kuber) as a result of the behaviours that gave rise to the successful PayTo Claim. 

7.4.The Customer must act promptly in relation to any instructions or PayTo Claims initiated by their End Customers. With respect to any Claims raised, the Customer must respond to communication from Kuber regarding the same and either accept or reject the Claim with valid proofs and details within three business days. Even post offboarding, the Customer will remain responsible and liable for any successful Claims raised against the Customer. 

7.5.The User confirms that they are either obliged to comply with the Privacy Act 1988 (Cth), or if they are not obliged to comply with the Privacy Act 1988 (Cth), they confirm 

that they will comply with the Privacy Act 1988 (Cth) as if they are an “APP Entity” (as that term is defined in the Privacy Act 1988 (Cth)). 

7.6.The User warrants that they will strictly adhere to the prescribed model of use case scenarios stipulated within the attached schedule herewith and represents and warrants that they do not fall under any of the categories of prohibited merchants. 

7.7. The User warrants that they will not use Kuber’s services regarding any pecuniary transaction involving any form of alcohol. 

7.8.The Customer hereby authorises Kuber and any End Customer Financial Institution to collect, store and use the Customer’s personal information (amongst other information) in connection with PayTo, including for the purposes of constructing NPP Payment messages and enabling Kuber to receive NPP Payments on behalf of the Customer. For the purposes of this present sub clause only, Kuber shall mean Kuber Financial Pty. limited and any platform service provider engaged and/or used by Kuber to facilitate seamless PayTo transactions. Please also see Kuber’s privacy policy at https://www.kuberfinancial.com.au/privacy- policy.html 

Indemnity 

8.1.The Users hereby indemnify and undertake to keep indemnified Kuber of any damages, claims, actions, costs or penalties that may arise from the Users breach of any of the obligations, conditions or representations made in these terms and conditions or in the event of the Users non compliance or violation of any relevant statute, law or regulation. 

8.2.The User explicitly agrees to keep Kuber indemnified in the following scenarios 

8.2.1. Misrepresentations or breach by Customer of its representations and warranties set forth in this Agreement; 

8.2.2. Any failure of Customer to comply with or breach of any covenant or agreement made by it in this Agreement; 

8.2.3. Customer’s negligence or wilful/intentional misconduct, misleading or deceptive conduct or fraud. 

Limitation of Liability 

9.1. In no event shall Kuber or any of its Representatives be liable for any lost profits, data, or any indirect, punitive, incidental, circumstantial, special, consequential, or exemplary damages arising out of, in connection with, or relating to these present Terms or the Services. 

9.2.Kuber is not liable for any error in judgment for any act taken or not taken or for any mistake of fact or law except as expressly provided for in these present terms. 

9.3.Kuber is not liable for any Mandatory Reversal, Refund or any dispute in connection thereto. 

9.4.Kuber has no relation or nexus to the Users’ agreement with its financial institution. Kuber is not liable for any incomplete Transactions as a result of any such limit, or if a financial institution fails to honour any credit or debit to or from any Users Account. 

9.5.In relation to the Services, and to the extent permitted by law, Kuber’s maximum aggregate liability arising from or relating to any claim by the Customer arising out of or in connection with the Services shall not exceed the aggregate amount of 100% of the Service Fees it receives from the Customer during the 12-month period preceding the date such claim(s) is/ are made. 

Refund Policy 

10.1. The End Customer may request a refund in regard to an amount paid to registered Kuber PayTo Merchant (“Merchant”) via a PayTo transaction in the manner described in these terms and conditions, and subject to these terms and conditions. 

10.1.1. The End Customer may request a refund by writing to Kuber at support@kuberfinancial.com.au providing a detailed explanation as to why they believe they are entitled to a refund 

10.1.2. The End Customer must provide clear explanation and reasons for requesting the refund and in the event that the refund is being claimed due to any act or omission on the Merchant’s end the End Customer must provide any and all evidence indicating the Merchant’s default. 

10.1.3.Kuber shall adjudicate the validity of the refund request based on the inputs provided by the End Customer and shall decide at its discretion whether the request is valid or not. 

10.1.4.Kuber shall communicate its decision regarding the End Customers refund request to the End Customer within five (5) days from receipt of such request. 

10.1.5.Kuber is not obligated to provide any reasons or justifications to the End Customer in the event that it decides to decline the request for refund. 

10.1.6. In the event Kuber decides a refund claim is legitimate the refund shall be initiated by Kuber within seven (7) days.

10.1.7 If an End Customer is unhappy with the outcome of their claim, they may refer their claim to AFCA by writing to: Australian Financial Complaints Authority (AFCA) at info@afca.org.au. Kuber is registered and compliant with AFCA and bears registration number 86775. 

Terms and Conditions Updates 

11.1.Kuber will provide Users with at least thirty (30) days' advance notice of any material changes to these Terms and Conditions. 

11.2. Notice of changes will be communicated to Users through email.

11.3.The updated Terms and Conditions will be made available on the Kuber website at www.kuberfinancial.com.au 

11.4. The updated Terms and Conditions will become effective thirty (30) days after the notice has been provided to Users unless a later date is specified in the notice.

11.5. If a User does not agree to the updated Terms and Conditions, they have the right to opt-out and cancel their use of the Kuber PayTo Services. 

Schedule of Prohibited Merchants includes but is not limited to:

SCHEDULE 1 - RECURRING PAYMENTS MANDATE

This schedule is an addendum and is therefore subject to and is to be read along with all the Terms, Conditions and Policies in place for Kuber Financial Pty. Ltd. 

Definitions 

1.1. User shall refer to an individual who is approved by an NPP participant or identified institution to avail PayTo services and is in use of the Kuber Application after having completed the requisite KYC and having agreed to all the terms of usage. 

1.2. Merchant User shall refer to a business entity, which is approved by an NPP participant or identified institution to avail PayTo services, that uses the Kuber Application as a mode of receipt for payments accrued in discharge of their business activities. 

(The persons identified in 1.1 and 1.2 herein above shall jointly be referred to as “Customers”)

1.3. Customer Financial Institution shall mean the bank or financial institution used by the 

customer to facilitate transactions through Kuber. 

1.4. Payment Mandate shall have the meaning ascribed to it in Clause 2 of this present schedule. 

Scope of Services and Recurring Mandate 

Kuber Financial provides for the set up of a recurring payment mandate through their application. Within the application a user may, if they so wish, choose to set up a recurring payment mandate for a fixed period of either six (6) months or twelve (12) months. A recurring payment mandate is authorisation given to Kuber to directly debit the users account with their bank/financial institution towards a payment made by the user via the Kuber application. This mandate is tantamount solely to authorisation given to Kuber to debit money as per the customers need and usage. Kuber shall not debit any amount/money from the customers bank without the explicit command to do so from the customer. Kuber shall facilitate transactions under a PayTo Agreement only under the particulars of the said PayTo Agreement and subject to the maximum permissible limit per transaction as set by Kuber and amended from time to time. This entire service is based on an ad-hoc model at the discretion of the customer. Each time a customer wishes to make a PayTo payment via the Kuber application, they will have to manually follow the process on the application to do the same and subsequently authorise the same with their financial institution/bank. No form of auto-pay or auto debit is included within the services of Kuber. 

User Representations 

3.1.The User warrants that they shall be solely responsible

3.1.1. Administering and managing its access to the PayTo Solution, including the PayTo Button; 

3.1.2. All instructions and Transactions in connection with the PayTo Solution; and 

3.1.3. All other activities that occur in connection with its credentials and access mechanisms. 

3.2. The User shall under no circumstances 

3.2.1. Rent, lease, assign, sublicense or otherwise transfer any rights in the PayTo Solution to any other person; or 

3.2.2. Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from or included in the PayTo Solution. 

3.3. When using the PayTo Solution, the User must comply with Applicable Law and any Industry Codes or policies adopted by Kuber and notified to the User in writing. 

3.4.The Merchant User warrants that 

3.4.1.Merchant User shall not deal in the procurement or sale of any of the goods set out in the schedule of prohibited items. 

3.4.2.Merchant User shall ensure the quality and bona fide supply of all goods sold to any User. 

Indemnity 

Merchant User hereby indemnifies Kuber to the full extent of any applicable laws for the sale of any prohibited, faulty or defective good made to a user of Kuber and holds Kuber harmless in the entirety against any repercussion or liability in the said event, either pecuniary or otherwise. 

Liability 

Kuber undertakes no liability arising out of any actions taken by the customers under this agreement save that which is explicitly admitted and undertaken. Furthermore Kuber shall not be liable for any interruption of service owing to any issue , technical or otherwise, arising out of the Customs financial institution. 

                                              Terms & Conditions 

A. General 

1. Kuber Financial Pty. Ltd. ("Kuber Financial”) is a company incorporated under the laws of Australia and is engaged in the business of facilitating financial services through its digital payments application (“The Application” “Kuber”) on software as a service model. 
2. In connection herewith, subject to the Terms & Conditions (“Terms” “T&Cs”) set out herein, Kuber Financial agrees to provide their services (as defined hereafter) via their Application. You hereby agree to avail the services of Kuber subject to the present Terms. 
3. Kuber Financial offers certain subscription features which may be availed in accordance and adherence with their T&C policy as found on the application & website. 
4. Any grievances/complaints can be addressed to Kuber Financial via the contact details provided on their website. 
5. Kuber Financial reserves the right to review and change any of the Terms contained herein by updating this page at its sole discretion. As and when the Terms are updated by Kuber, you shall be made to aware of the same via the application and your continued usage of the application shall be subject to your approval of such terms, as and when updated. 
6. Upon acceptance of these present Terms, you shall be contractually bound to uphold & abide by these Terms in their entirety. 

B. Definitions 

1. “User” - A User shall mean any individual or entity that access or uses the Kuber platform or application after being duly registered with Kuber in adherence with these present Terms & Conditions (T&Cs) Registered 2 options user or merchant. There is no distinction in services. 
2. “Services” - Shall comprise of Payment services and Subscription as defined and elaborated upon in these Terms. 
3. “Subscription Services” - This shall mean any service offered by Kuber Financial through their application for which the user shall pay a subscription fee in accordance with these T&Cs. These include Account Analytics which is a service designed to help in trying to optimise the Users financial habits by providing lucid and detailed analysis. 
4. “Platform” means Customer’s e-commerce internet site, software application(s) and API services (where applicable) where Platform Buyers and Platform Sellers who have registered with Customer are able to Purchase and Transfer Goods, Assets and/or Services 
5. “Payment Services” - These are the services provided by Kuber Financial in regard to facilitating online payments via their application which shall include the platform for making and receiving payments, generation of specific QR codes for facilitation of transections, options for Users to make payments via their contact numbers and smart payment services such as Dutch-In for effective splitting of bills. 
6. “Service Fee” - Service fee shall mean any such amount charged to the User by Kuber Financial in exchange for the facilitation of certain transections by the admin as further elaborated below. 
7. “Subscription Fee” - Subscription Fee shall mean any such amount voluntarily paid by the User to avail the Subscription Services offered by Kuber Financial through their application. 
8. “Kuber ID” - Shall mean a unique ID set by the customer at their discretion which shall be assigned to their Kuber Accounts and shall serve as their identification on the platform for all its purposes. Non changeable 
9. “Kuber Wallet” - Kuber Wallet shall mean the digital wallet on the application in which the User can deposit/withdraw or withdraw money in Australian Dollars (AUD). Any payments 

made to the user shall be credited in the wallet and any payments made to other users shall be debited from the same. The wallet shall reflect the real time balance the User has in AUD. 

10. “Withdrawal” - Shall mean transfer of funds from the Users Kuber Wallet to the bank account provided by the User for receiving their Kuber Wallet balance in AUD. 

C. Acceptance of the Terms 

1. You shall accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Kuber in the user interface. By accepting these T&C’s the User unconditionally and irrevocably agrees to be bound by and comply with the T&Cs at all times. 
2. The users availing of any and all services offered by Kuber Financial shall be conditional upon the Users acceptance of the T&Cs, as may be updated from time to time. 
3. If you do not agree with these Terms of Service, you are prohibited from further using the app, accessing our website, or using any other services provided by Kuber Financial Pty Ltd. 
4. If you access or download Kuber from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service; and/or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service. 

D. Eligibility 

By accepting the T&Cs or by otherwise using the Services on the Kuber Platform, You represent that you are at least 18 years of age and have not been previously suspended or removed by Kuber, or disqualified for any other reason, from availing the Kuber Services or using the Kuber Platform. In addition, You represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all the T&Cs as part of this Agreement. Finally, You shall not impersonate any person or entity, or falsely state or otherwise misrepresent Your identity, age or affiliation with any person or entity. Finally, in the event of any violation of the T&Cs, Kuber reserves the right to suspend or permanently prevent you from availing Kuber Services or using the Kuber Platform. In the case that there is a discrepancy in the information represented by the User Kuber Financial reserves the right to freeze the account of such User. The sole discretion of what constitutes a discrepancy lies with Kuber Financial. 

E. Registration to use the Services 

1. In order to access the Services, you must first register for an account through the Application (the “Account”). 

2.Upon commencing the registration process the User shall have an option to register as a regular User or Merchant User (“Merchant”) 

3.Upon registration the User shall set a unique Kuber ID for themselves in accordance with the provisions on the platform. This Kuber ID once made shall be associated in perpetuity with the respective Users account and cannot be changed or modified at a later date. 

4.As part of the registration process, or as part of your continued use of the Services, The User is required to provide personal information about themselves including but not limited to those mentioned in the clause 5 of this section. The user shall have to complete the mandatory Know Your Customer (KYC) compliance. 

5.In order to complete the KYC the User shall have to provide one government approved form of identification such as a Driving Licence, Medicare card, Australian Passport, Foreign Passport with a valid Australian visa or Photo ID card. 

6.In the case of expiry of any form of identification or in case of additional identification or documentation requested by Kuber, the User warrants to provide the same within 2 weeks upon request. 

7.The User warrants that any information provided in the course of completing the registration process will always be accurate, correct and up to date. 

• Email address 

• Preferred username 
• Mobile number 
• Password 
• Full Name 

8. Merchant Users shall have to provide their Australian Business Number (ABN) at the time of registration. 
9. Once you have completed the registration process, you will be a registered member of the Application ('Member') and agree to be bound by the Terms. 
10. The User may not use the Services and may not accept the Terms if you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you are availing the Services. 
11. Account may be suspended or terminated immediately upon written notice to you for any breach of these terms contained herein. 

F. Merchant Services/Developers Platform 

1. Kuber Financial provides Platform as a service features for Merchant users to help ease and facilitate financial transections on their own platforms via the Kuber Application. This is done via the licence of Kubers API to the Merchant User. 
2. Kuber Financial offers its registered merchant users the facility to accept payments from their platform buyers via Kuber on their platforms. 
3. The money they receive will go into their Kuber Account 
4. This clause shall further be governed by the Platform Services Agreement. 

G. Representations, Warranties & Covenants 

1. Upon registration as a member the User agrees to comply with not only the Terms herein stipulated but also any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; 
2. All goods and/or services provided by a Merchant to any Customer, for which the relevant transection(s) takes place via the Kuber platform, shall be lawfully sold/provided and that the Merchant shall not sell/ provide products that are or may be perceived as illegal, offensive or prohibited under the relevant laws and framework of Australia. 
3. Merchant Users warrant that they shall promote Kuber Financial’s Services at their place of business and website. This shall at the very least mean that the Merchant User shall in lucid terms make it known to all customers that they accept payments via Kuber’s platform. 
4. The sole responsibility for protecting the confidentiality of the users password and/or email address lies entirely with the User. Use of password by any other person may result in the immediate cancellation of the Services. 
5. Any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Kuber Financial of any unauthorised use of your password or email address or any breach of security. 
6. Access and use of the Application is limited and Non-Transferable. 
7. The User allows Kuber Financial to store and save the data voluntarily provided by the User in accordance with Kuber’s Privacy Policy and the relevant legislations in Australia. Such data shall include but not be limited to data provided for KYC purposes, debit card data and bank account data. 
8. Upon linkage of a Bank Account to Kuber Financial’s platform or application, the User consents to let Kuber provide the service of transfer to and from the said bank account as per the instructions of the User. 
9. The User warrants that they absolve Kuber of any liability arising out of problems or issues which concern payment gateways and financial institutions including but not limited to 

Authorised deposit taking institutions, as the same shall amount to third party liabilities and should be taken up with the concerned party. 

10. The User shall not use the Services or Application for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Application; 
11. The User agrees that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Application without notice and may result in termination of the Services. Appropriate legal action shall be taken by Kuber Financial for any illegal or unauthorised use of the Application. 
12. The User acknowledges and agrees that any automated use of the Application or its Services is prohibited. 

H. Payments, Deposits and Withdrawals 

1. All deposits, withdrawals and payments shall be made into and/or from the Kuber Wallet. 
2. There are two accepted modes of payment for the User to deposit money into the Kuber Wallet, either via a valid debit card or online transfer of money via NPP (PayID). 
3. 3.⁠ ⁠In the event that a User makes a deposit using their NPP PayID, a flat Service Fee of 0.70 AUD shall be levied upon the desired amount.
4. All withdrawals from the Kuber Wallet are subject to an Admin Processing Fee which shall be 1.5% of the total amount withdrawn capped at 4 AUD. 
5. All payments made in the course of your use of the Services are made using Kuber Wallet. During the use of the Application, Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Kuber Wallet terms and conditions which are available on the Application. 
6. The User acknowledges and agrees that where a request for the payment of the Subscription or Services Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee or Services Fee. 
7. In the event that the User’s Kuber Wallet does not have sufficient funds to cover a Service fee, Subscription fee or any other such charge due, Kuber shall auto debit the amount equivalent to the outstanding charge upon deposit of money into the Kuber Wallet. 
8. The User agrees and acknowledges that Kuber Financial can vary or modify the Subscription or Service Fees at any time at their sole discretion and the Fees modified as such will come into effect following the expiry of the existing Subscription Period. 

I Refund Policy 

1. The obligation of Kuber Financial to refund any Fees to the User shall only arise in the event of inability on the part of Kuber Financial to provide the corresponding Service or if the appropriate authority within Kuber Financial at their absolute discretion, decides that it is reasonable to do so under the circumstances . Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the ‘Refund’). 
2. Kuber Financial shall not provide any refund for any deposit made by the User that does not reflect in the Kuber Wallet, unless it is caused by express negligence or malfunctioning on the part of Kuber. Issues of this nature are Third Party related and do not fall within the ambit of Kuber. 

J.Confidentiality and Intellectual Property 

1. The User acknowledges that, pursuant to these T&Cs, they may have access to certain confidential information of Kuber Financial and accordingly, agrees not to disclose to any third party any confidential information of Kuber Financial. 
2. The Users shall ensure that upon being granted access to Kubers Platform & Services, they shall not reverse engineer, decompile or disassemble any software shared/disclosed by Kuber, or write or develop any derivative software or any other software program based thereon. 
3. The Application, the Services and all of the related products of Kuber Financial are subject to copyright. The material on the Application is protected by copyright under the laws of Australia and through the relevant international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Application (including but not limited to text, graphics, logos, button icons, video images, audio clips, Application, code, scripts, design elements and interactive features) are owned, controlled and reserved by Kuber Financial. 
4. All trademarks, service marks and trade names are owned, registered and/or licensed by Kuber Financial, who grant to the Users a worldwide, non-exclusive, royalty-free, revocable license during the period of their Membership to: 
   • Use the Application in accordance with the T&Cs 
   • Copy and Store the Application and the material contained in the Application in their device's cache memory; and 
   • Print pages from the Application for their own personal and non-commercial use. 
5. Notwithstanding the rights granted to the User explicitly herein, any and all other rights stay expressly reserved by Kuber Financial. 
6. Kuber Financial retains all rights, titles and interest in and to the Application and all related Services. No Action on part of the User shall transfer any of the rights regarding the following 
   • Business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or 
   • Right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or 
   • Any such thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process) 
7. You may not, without the prior written permission of Kuber Financial and the permission of any other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Application, which are freely available for re-use or are in the public domain. 

K. Privacy 

The Users privacy and personal data is of the utmost importance to Kuber Financial. Any information provided through your use of the Application and/or Services are subject to the Privacy Policy, which is available on the Application. 

L. Disclaimers ; No implied Warranties 

1. Nothing in the T&Cs limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) 
2. Subject to this clause, and to the extent permitted by law: 

• Any and all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and 

• Kuber Financial shall not be liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether under common law, under contract or tort (including negligence), in equity, pursuant to statute or otherwise. 

3. The User undertakes to use Application and the Services at their own risk. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Kuber Financial make any express or implied representation or warranty about the Services or Products offered on the Application. This includes, but is not limited to, any loss or damage you might suffer as a result of any of the following: 
   • Failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; 
   • The accuracy, suitability or currency of any information on the Application, the Services, or any of its Services related products (including third party material and advertisements on the Application); 
   • Costs incurred as a result of you using the Application, the Services or any of the products; and 
   • The Services or operation in respect to links which are provided for your convenience 
4. Kuber is a software application designed for devices that meet certain minimum system requirements essential for the Application to function. Kuber shall not be held liable either entirely or partially for any loss of profits, hinderance to use, costs or expenses incurred by The User whether direct, indirect, incidental or consequential which arise out of or are related to computer hardware. Usage of Kuber on a system not meeting the system requirements as specified shall render any rights, obligations , warranties , guarantees or protections under this agreement as null and void. 

M. Competitors 

If any individuals/entities are in the business of provision of similar Services to users for commercial purposes, then such party is a “Competitor” of Kuber Financial. Competitors are not permitted to use or access any information or content on the Application. If this clause stands breached, Kuber Financial shall hold the party in breach fully responsible for any and all losses tangible, intangible or notional that may be deemed to occur to Kuber Financial. The computation and ascertainment of loss shall be done at the sole discretion of Kuber Financial. The party in breach shall be held accountable for all profits that may have been made subsequent to such a breach. 

N. Limitation of liability 

1. Kuber Financial's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you. 
2. You expressly understand and agree that Kuber Financial, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss. 

O. Termination of Contract 

1. The Terms will continue to apply until terminated by either the User or by Kuber Financial as set out below. 

2. If the User desires to terminate the In app Subscription , they may do so by: 

• Not renewing the Subscription prior to the end of the Subscription Period; 

• Closing accounts for all of the services which the User has availed, where Kuber Financial has made this option available to you. 

Your notice should be sent, in writing via the 'Contact Us' link on our homepage. 

3. Kuber Financial may at any time, terminate the contract if: 
   • The Subscription is not renewed at the end of the Subscription Period; 
   • There has been a breach of any provision of the Terms or intent to breach any provision; 
   • Required to do so by law; 
   • the provision of the Services to the User is no longer commercially viable. 
4. Subject to applicable laws, Kuber Financial reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Application or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Kuber Financial's name or reputation or violates the rights of those of another party. 
5. Upon termination of contract or for any other reason so occurring, the User wishes to terminate their Kuber account , they shall do so by expressly notifying the admin through the official contact details provided on Kubers website. 

P. Indemnity 

The User agrees to indemnify Kuber Financial, its affiliates, employees, agents, contributors, third party content providers and licensors from and against: 

• Any and all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with the Users Content; 
• Any direct or indirect consequences of the User accessing, using or transacting on the Application or attempts to do so; and/or 
• Any breach of the T&C’s. 
• Kuber Financial reserves the right, at the Users expense, to assume the exclusive defense and control of any matter for which the User is required to indemnify Kuber Financial including rights to settle, and the User agrees to cooperate with Kuber Financials defense and settlement of these claims. 
• Kuber Financial shall use reasonable efforts to notify the User of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it. This paragraph shall survive termination of this Agreement. 

Q. Dispute Resolution 

1. If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought). 
2. A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute. 
3. On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must, within 30 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; 

4. If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Conflict Resolution Service or his or her nominee; 
5. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation; 
6. The mediation will be held in Sydney, Australia. 
7. In case of failure of the mediation process the parties shall refer the dispute to compulsory and binding arbitration presided upon by a sole arbitrator mutually decided by the parties. The arbitration shall take place under the aegis of the Singapore International Arbitration Centre (SIAC) and shall be seated in Sydney, Australia. 
8. If within 30 days of the matter reaching the reference to arbitration, if the parties are unable to agree upon the arbitrator, the same shall be appointed by SIAC. 
9. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence. 
10. If 2 weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so. 
11. The Services offered by Kuber Financial is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia. 

R. Governing Law 

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns. 

S. Severance 

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force. 

T. Survivability 

Certain clauses within these present T&C’s are intended to survive the remainder of this agreement and shall be in force even after the termination of the contract herein construed. Clauses regarding Dispute Resolution, Competitors, Indemnity and Limitation of Liability shall remain in force in perpetuity. 

PLATFORM SERVICES AGREEMENT

This Agreement between you or the entity or company you represent (“You”) and Kuber Financial Pty. Ltd. (“Kuber”) governs your use of the Merchant Portal platform and the API (Application Programming Interface) offered by Kuber, which includes, any updates, revisions or new releases of any of the foregoing and any associated media, sample code, materials or documentation, in physical or electronic form when provided for use on your computers as well as when provided through Kuber’s hosted or cloud based solutions. 

This Agreement is in its entirety subject to the Terms & Conditions as found on Kuber’s website and/or the Kuber application. Acceptance of this Agreement is tantamount to acceptance of Kuber’s Terms & Conditions and the same shall be binding upon You. 

Subscription and use of this Software, is subject to the terms set forth below, including but not limited to fees, term of agreement, software license terms, terms of use, Merchant representations and warranty statement. 

You should read all the terms of this Agreement carefully. You will be asked to review and either accept or not accept the terms of this Agreement. By indicating your acceptance to this Agreement you are committing to the entirety of its contents and shall be bound by the same. If you do not accept this Agreement, you will not be permitted to use the Software. 

1. DEFINITIONS
1.1. “Account” - Shall mean the Merchants portal on the Software which shall be accessed using the 

login credentials as set by the Subscriber post subscription to the Service. 

1.2. “API” - Other than the meaning and definitions generally attributable, for the purpose of this agreement API shall be the Software Intermediary that shall serve to link Kuber’s application and payment software to the Merchants website for the receipt and facilitation of payments directly from the Kuber application 

1.3. “Subscription” - Subscription shall mean the access to Service granted to the Subscriber for the fixed time duration as chosen by the Subscriber. 

1.4. “ Software” - Shall mean, for the purposes of this agreement, the Merchant Portal platform offered by Kuber and its associated services. 

1.5. “User” or “Subscriber” or “Merchant” - User shall be defined as an individual or an entity including but not limited to a lawfully incorporated company in Australia with a registered and active ABN (Australian Business Number), a duly registered partnership or any other such entity that may wish to subscribe to the Merchant Portal platform. 

1.6. “Service” - We provide a service wherein which we license our Application Programming Interface (API) on a subscription model that allows the Merchant to accept payments online directly from their customers Kuber wallets, helping the merchant facilitate quick and easy digital payments. . 

2. TERMS OF ACCEPTABLE USE 

2.1. Upon opting for the services, the Merchant receives a License to access the API and Software as described below. Kuber will provide updates to the Software, such as correction of "bugs" and certain limited improvements to existing functionality of the Software as Kuber may choose to provide. 

2.2. An existing subscription can be cancelled at the discretion of the Subscriber upon which this present Agreement shall stand terminated. 

2.3. Kuber may terminate any subscription and revoke this license at their discretion without any prior notice to the subscriber in the event of a failure to comply with any of the terms set out in this Agreement. Upon termination, the Subscriber will no longer have any right to use the Software. 

2.4. The Subscriber shall not assign or transfer any rights granted under this Agreement. Any such attempted assignment or transfer shall be deemed null and void ab initio. 

2.5. By accepting this Agreement and purchasing this subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and or is otherwise legally able to enter into a binding contract. 

2.6. Kuber is not obligated to support or provide any updates, upgrades, revisions or new releases of the Software or any portion thereof. However, Kuber, in its sole discretion, may update, upgrade, revise or provide new releases of any portion of the Software from time to time and such update, upgrade, revision or new release of the Software shall be governed by the terms and conditions of this Agreement. To continue to use the Software you are required to install such updates, upgrades, revisions or new releases of the Application. 

3. GRANT OF LICENCE 

3.1. Subject to the applicable caveats and in adherence with the terms and conditions set forth herein, the Subscriber shall have a limited, non-exclusive, non-transferable, non- sublicenseable user based license to use, display, store, load, install and execute the API as offered by Kuber. 

3.2.This Licence to access Kuber’s API is granted for the sole purpose of facilitation of payments as described under “Services”. 

3.3. In the event that the Subscriber allows another individual to access or use the Platform, the Merchant shall be liable for compliance with this Agreement, and for any violations by that individual of this Agreement. 

3.4. The Software is owned and copyrighted by Kuber or by third party suppliers. This License confers no title or ownership and is not to be construed as a sale of any rights in the Application. Subscriber is granted only the right to use the Software without the right to sublicense. Third party suppliers are intended beneficiaries under this Agreement and may protect their rights in the Software directly against the Subscriber in the event of any infringement. 

3.5. You acknowledge and agree that the Computer System Requirements as defined herein are necessary to use the Software as described in the documentation, and that you must independently, at your own cost, purchase or appropriately acquire the Computer System Requirements. 

3.6. This Licence is granted at the discretion of Kuber and can be revoked at the sole discretion of Kuber. 

4. SUBSCRIBERS WARRANTIES 

4.1. The Subscriber unequivocally warrants to adhere to this agreement as amended from time to time along with all the caveats, conditions and terms as set out herein and any other documentation or policies as set out on the Kuber website. 

4.2. The Subscriber further warrants not to - 

4.2.1. Copy the Software or any component of the Application. 

4.2.2. Alter, translate, adapt, modify, reverse engineer, decompile or disassemble the Software or any component of the Software or create derivative works of the Application. 

4.2.3. Decrypt, extract or otherwise attempt to discover any source code, trade secrets or confidential information contained in the Software or any component of the Application 

4.2.4. Transfer, resell, sublicense, rent, lease, or lend the Software in whole or in part or use the Software for any timesharing, outsourcing, rental or third party service bureau purposes, commercial or otherwise. 

4.3.The Subscriber agrees to use the Software for lawful purposes only and further comply with all applicable local, provincial, state, national or international laws, rules and regulations. 

5. CONFIDENTIALITY & COMPETITON 

5.1. The Software embodies confidential information and valuable trade secrets of Kuber and its licensors. You agree to maintain the confidentiality of all confidential and proprietary information of Kuber and its business, including the Software and will not release, disclose or divulge any such proprietary confidential information. 

5.2. You will take all reasonable steps to ensure that confidential or proprietary information of Kuber and its business is not disclosed or distributed in violation of the terms of this Agreement. 

5.3.The Subscriber may, however, disclose certain confidential information as required for the purpose of meeting its Public Accountability obligations, including but not limited to disclosures made to a statutory or government body as required by law. 

5.4.Any individual or entity that, for commercial purposes, engages in the provision of the same or similar services as are defined under this agreement shall be deemed to be a competitor and such person is explicitly barred from accessing or subscribing to the services offered by Kuber. 

6. DISCLAIMERS : NO IMPLIED WARRANTIES 

6.1. The software is made available for your use on an “as with all faults” model, Kuber and its licensors expressly disclaim all other warranties, conditions and representations whether express or implied, including but not limited to warranties of merchantability, applicability of the software for particular purposes, non-infringement and/or compatibility. 

6.2. Kuber and its licensors further expressly disclaim any responsibility regarding viruses or any other disabling devices. 

6.3.There lies no warranty either express or implied that the software and/or services will operate without interruption. The use of this Merchant Portal software is at the subscribers sole risk. 

7. LIMITATION OF LIABILITY 

To the maximum extent permitted by applicable law, Kuber shall not be liable for 

7.1. ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT. 

7.2.THE PROVISION OF, OR FAILURE TO PROVIDE THE SOFTWARE OR ANY OTHER ANCILLARY SERVICE. 

7.3. THE LIMITATIONS IN THIS PRESENT CLAUSE AND DISCLAIMERS IN CLAUSE 6 APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS, STRICT LIABILITY, BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM, PRODUCT LIABILITY OR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADE-MARK OR OTHER INTELLECTUAL PROPERTY RIGHT. 

8. INDEMNITY 

You agree to indemnify and hold Kuber and its affiliates and their respective directors, officers, employees and agents harmless from and against any claim, damage, liability, loss or demand, including reasonable attorneys’ fees, due to or arising out of your use of the Software, any Data provided to the respective server or the infringement by you, of any intellectual property or other right of any person or entity. 

9. TERM AND TERMINATION 

This Agreement is effective from the date you click "I accept" and shall continue in full force and effect unless terminated in accordance with this Agreement. This Agreement will terminate immediately if you fail to comply with any term or condition stipulated in this Agreement. Upon any termination of this Agreement, you may no longer access or use the Application. Termination of this Agreement will not prevent Kuber from pursuing any other remedies available to it, including injunctive relief. Upon termination you agree to immediately cease all use of the Application. 

10. DISPUTE RESOLUTION 

This Agreement is subject to the Dispute Resolution framework as set out in Kuber’s Terms & Conditions 

11. SEVERABILITY 

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force. 

12. ENTIRE AGREEMENT 

This agreement constitutes the entire agreement between Kuber and any subscriber as herein defined. This agreement may be subject to certain addendums or modifications as and when required by Kuber. 

13. SURVIVABILITY 

Certain clauses within this present Agreement are intended to survive the remainder of this agreement and shall be in force even after the termination of this Agreement in accordance with the terms herein. Clauses regarding Dispute Resolution, Competitors, Indemnity and Limitation of Liability shall remain in force in perpetuity.