Westpac Banking Corporation - Financial Services Terms

Last Updated: February 13, 2017

This Westpac Banking Corporation Services Addendum (“Westpac Addendum”) to the Stripe Services Agreement (“Agreement”) provides additional terms applicable to the Payment Services. Any terms used but not defined in this Westpac Addendum will have the meaning provided in the Agreement.

This Westpac Addendum constitutes a legal agreement between you, Stripe, and Westpac Banking Corporation (“Westpac”). To use the Payment Services provided through your Agreement with Stripe, you understand and agree that Stripe or Westpac may enforce, and that Westpac shall be an express third-party beneficiary of, any provisions of the Agreement that relate to your use of Payment Services provided in conjunction with Westpac. Stripe or Westpac may also terminate this Westpac Addendum at any time, which may limit or terminate your ability to use Payment Services.

You must accept all of the terms and conditions of this Addendum to use Payment Services provided by Stripe under this Addendum. If you do not accept them, you may not use these Payment Services under this Addendum.

1. Purpose of this Addendum

When your Customer pays you through Stripe, they have the option of paying you through a funding source offered on the Stripe website, including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”), and MasterCard International Incorporated (“MasterCard”) (collectively the “Networks”) require that you enter into a direct contractual relationship with a bank that is a member of the Networks. However, by using Payment Services you are not establishing a depository or other account with Westpac.

Westpac is not responsible for the provision of any Services by Stripe or your use of the Services for your business. Westpac is also not responsible for providing customer service to you to resolve any issues you may have related to your use of the Services; however, as described in Section 11, you should contact Westpac if you are unable to resolve any complaints directly with Stripe. You are solely responsible for providing support to your Customers for all issues related to your products and services.

2. Compliance with Network Rules

Where you use the Payment Services to accept Charges from payment cards, you will comply with the Network Rules and limitations on use identified in the Agreement, including the Network Rules applicable to acceptance of MasterCard and Visa branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposit). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of this Westpac Addendum. Without limiting the foregoing, you specifically agree to:

a. Only submit transactions authorized by the cardholder;

b. Only accept payment for the sale of products or services, and receipt of bona fide donations, conducted by you pursuant to your business as indicated on your application and not for any Prohibited Business;

c. Submit a transaction for the full amount owed by the Customer for the transaction except where you and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);

d. Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition Charges for use of payment cards, and not discourage the use of one payment card brand over another;

e. Not impose surcharges or taxes (except where permitted by Law and the Network Rules) and, where so done, you will only collect such amounts as part of the submitted Charge;

f. Use Networks’ logos or marks in a manner permitted by the Network Rules;

g. Prohibit use of payment cards for disbursement of cash (except as permitted by the Network Rules);

h. Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and only using cardholder data as permitted, and will certify such compliance upon request, and not permit or promote fraudulent use of payment cards or cardholder data;

i. Make clear to Customers that they are transacting with you prior to, during, and after the transaction, including providing clear statement descriptors;

j. Use all reasonable methods to resolve disputes with your customers, including those resulting in a chargeback, and not attempt to recharge a customer for the transaction unless authorized by the Customer; and

k. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.

3. Term and Termination

This Westpac Addendum shall be effective on the date that you accept the terms of this Westpac Addendum either by using the Payment Services or otherwise, and shall continue so long as you use the Payment Services. This Westpac Addendum will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the Payment Services and/or this Westpac Addendum may be terminated at any time by Westpac immediately upon notice to you.

4. Representations and Warranties

In addition to the representations and warranties made in the Agreement, you represent and warrant to Westpac and Stripe as of each day on which you receive Payment Services that you:

a. Are legally able to enter into this Westpac Addendum;

b. You will not use the Payment Services, directly or indirectly, for any fraudulent or illegal undertaking;

c. You will only use the Payment Services in a manner consistent with the Agreement, including this Westpac Addendum, the Documentation, and the Network Rules;

d. Each statement made on the application or other information provided to Stripe or Westpac in support of the Agreement or the Westpac Addendum is true, correct and complete;

e. You are not doing business under a name or style not previously disclosed to Stripe;

f. You have not changed the nature of your business, card acceptance practices, delivery methods, return policies or types of products or services sold requiring a different MCC under any Network Rules, in a way not previously disclosed to Stripe; and

g. You will use the Payment Services only for your own proper business purposes and will not resell, directly or indirectly, any part of the Payment Services to any other party.

5. Indemnification

Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Westpac, and their respective employees, directors, agents, subcontractors and affiliates (collectively “Westpac Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or this Westpac Addendum; (b) your use of the Payment Services; (c) your obligations to pay fees or fines to Stripe, your Customers, Financial Services Providers, or third parties; (d) negligence or willful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations Westpac incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).

6. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SERVICES DESCRIBED IN THIS WESTPAC ADDENDUM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE AGREEMENT WILL APPLY EQUALLY TO WESTPAC ENTITIES AS THEY DO TO STRIPE. WESTPAC ENTITIES (a) ARE NOT RESPONSIBLE FOR YOUR OR STRIPE’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (b) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, STRIPE, OR ANY THIRD PARTY.

7. Limitations on Liability

In no event will Westpac Entities be liable for any lost profits, lost revenue, lost business opportunity, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Agreement, including this Westpac Addendum, or the services described in either, including without limitation the use of, inability to use, or unavailability of services provided by Stripe. Under no circumstances will any of the Westpac Entities be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the service or your Stripe Account or the Data contained therein, or your failure to use or implement security, controls, or processes that are appropriate for your business.

The Westpac Entities assume no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (b) any misuse of Services or Data; (c) any interruption or cessation of transmission to or from the Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, or omissions in services or Data, or any loss or damage resulting therefrom, regardless of the manner of transmission; or (f) defamatory, offensive, or illegal conduct of any third party.

Without limiting anything to the contrary, the Westpac Entities’ cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate the lesser of (i) $10,000 or (ii) amounts actually received by Westpac (including any fees paid to Westpac) for providing services to you during the three (3) month period immediately preceding the event that gives rise to the claim for liability.

This limitation of liability section applies regardless of the legal theory that the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Stripe or Westpac has been advised of the possibility of such damage.

To the extent that liability cannot be excluded, restricted or modified by law in the manner expressed in the foregoing, Westpac’s liability is limited in its sole discretion to: (i) the supply of the Payment Services again; or (ii) the cost of having the Payment Services supplied again.

This Section 7 will apply to the fullest extent permitted by law in the applicable jurisdiction.

8. Australia Only Services; No Illegal Activities

You may not use any services offered by Westpac from, or on behalf of persons or entities (a) in a country embargoed by Australia or (b) blocked or denied by the Australian government. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions. Unless otherwise explicitly stated, Services are solely for use by individuals, companies, or other entities located (as defined under applicable law and Network Rules) in Australia.

9. Dispute Resolution; Arbitration

Any dispute with respect to this Westpac Addendum between you and Westpac, including a dispute as to the validity or existence of this Westpac Addendum and/or this clause, shall be resolved by arbitration in Sydney, Australia and conducted in English by a single arbitrator in accordance with the ICC Rules. The parties agree to waive any right of appeal against the arbitration award. In the event of a failure by the parties to agree on the sole arbitrator within 30 days of one party calling upon the other to do so, one shall be appointed by the ICC.

10. Waiver; Amendment

The failure of Westpac to assert any of its rights under this Westpac Addendum, shall not be deemed to constitute a waiver by Westpac of its rights to enforce each and every provision of this Westpac Addendum in accordance with its terms. This Westpac Addendum may be amended by Westpac from time to time in the same manner as the Agreement may be amended by Stripe.

11. Funds Settlement; Contact

You acknowledge that any financial transactions processed through the Payment Services under this Westpac Addendum will be settled by Westpac exclusively with Stripe. Stripe will be solely responsible for settlement of funds to you and you must raise any dispute about such settlement with Stripe.

You may contact Westpac:

By mail: Westpac Banking Corporation, GPO Box 5265, Sydney NSW 2001

E-mail: Go to the website westpac.com.au and click on ‘Contact Us’.

Fax: 1300 655 858

Telephone: 1300 130 467

12. Governing Law

Governing law with respect to this Westpac Addendum shall be the laws the State of New South Wales and the Commonwealth of Australia.

13. Relationship between the Parties; No Partnership or Agency; Independent Contractors

No agency, partnership, joint venture or employment relationship is created between you and Westpac by way of this Westpac Addendum. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this Westpac Addendum will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.

14. Code of Banking Practice

Westpac has adopted the Code of Banking Practice (“Code”). Relevant provisions of the Code apply to the Services if you are an individual or a small business customer of Stripe (as defined by the Code). You can obtain a copy of the Code from Westpac upon request.