Merchant Agreement

SUPER NICE HUB MERCHANT AGREEMENT Version 1.0 (23 July 2026) This agreement is between Black Elk Pty Ltd (ABN 49 681 755 591) trading as Super Nice Hub (the Hub, we, us) and the merchant identified below (you, the Merchant). Merchant: [Merchant legal name] (ABN [ABN]), trading as [Trading name] Signed by: [Signatory] ([Email]) Date: [Date of signing] 1. WHAT THE HUB IS 1.1 The Hub is a payments and client onboarding platform. Through the Hub you can have your clients sign agreements electronically, save cards, authorise direct debits, pay payment links, and be billed on recurring schedules. 1.2 Card and bank transactions are processed through our payment gateway provider, Fat Zebra Pty Ltd (ABN 89 154 014 785), an Australian payment gateway. Card details are captured by Fat Zebra directly and never touch the Hub's servers in raw form. 1.3 We provide a payments platform only. We are not a bank, we do not provide financial product advice, and we are not a party to any contract between you and your clients. 2. YOUR ACCOUNT AND ELIGIBILITY 2.1 You must provide true, complete and accurate information when you sign up and keep it current. You warrant that you have authority to enter this agreement for the Merchant. 2.2 You must be carrying on a genuine business supplying bona fide goods or services, hold every licence, registration or authorisation required to supply them, and operate lawfully in every jurisdiction where you or your customers are located. 2.3 You must not use the Hub, and warrant that you will not use it, in connection with any of the following (Prohibited Activity): (a) anything illegal under the laws of Australia, the United States, or the country or state where you or your customer is located; (b) money laundering or terrorism financing; (c) operating a business, or selling goods or services, without a required licence; (d) selling illegal or illicit goods, including controlled substances, illegal weapons, or child exploitation material; (e) transactions for or with any person on the U.S. Treasury OFAC Specially Designated Nationals list or otherwise subject to trade sanctions; (f) transactions that do not represent a genuine sale of your own goods or services, including card testing, factoring of receivables for other businesses, or processing payments on behalf of a third party. 2.4 Your account starts in a pending state. We review every application before payments are enabled, and we may decline, or later suspend or close, any account at our discretion in order to meet our own obligations to our gateway provider and under law. We may ask you for further information (including licences and identification) at any time and you must provide it promptly. 3. YOUR CLIENTS ARE YOURS 3.1 You are solely responsible for your relationship with your clients, including the goods or services you sell, your prices and fees, your agreements, refunds, complaints and disputes. 3.2 Neither the Hub nor Fat Zebra assumes any of your obligations to your clients, and you must not represent otherwise or purport to grant any client rights against the Hub or Fat Zebra. 3.3 You must have a valid legal basis for every charge you submit, being a signed agreement, a signed Direct Debit Request, an accepted payment link, or another clear authority from the payer. The Hub's tools help you record these authorities and you must not bypass them. 4. FEES AND CHARGES 4.1 Our fees are as published on the Hub or as agreed with you in writing. All fees are exclusive of GST unless stated otherwise. 4.2 The following costs are passed through to you at cost as they are charged to us by the gateway and card schemes: (a) chargebacks: $27.50 per chargeback; (b) direct debit rejections and dishonours: $2.50 per rejection; (c) any fine, penalty or assessment imposed by a card scheme or regulator as a result of your transactions, your acts or your omissions. 4.3 Where a transaction is reversed, refunded, charged back, invalidated or clawed back for any reason, any fees relating to that transaction remain payable and any amounts we owe you in relation to it may be reversed, set off or deducted. 4.4 We may set off amounts you owe us against amounts we owe you. Overdue amounts accrue interest at 12% per annum. You must pay amounts due without withholding or set-off. 5. SETTLEMENT 5.1 Settlement of funds to your nominated account is performed by the gateway and the banking system, not by the Hub, and timing is not guaranteed by us. Depending on your volume and risk profile, Fat Zebra may require you to enter a separate agreement directly with it. If so, we will introduce you and you must cooperate with its onboarding and identification requirements. 6. CHARGEBACKS, REFUNDS AND DISPUTES 6.1 You must maintain and honour a clear, lawful refund policy for your clients. 6.2 If a chargeback or payment dispute is raised, you must provide us with the evidence we request (such as the signed agreement, delivery records or correspondence) within 5 business days. You are liable for the amount of every chargeback plus the pass-through fee in clause 4.2, regardless of the dispute outcome, except where the chargeback is proven to result from our error. 7. DIRECT DEBIT OBLIGATIONS 7.1 Before any direct debit is lodged for a client, that client must have signed a Direct Debit Request and Service Agreement through the Hub (or you must hold an equivalent valid authority and provide it to us on request). 7.2 You must only lodge debits consistent with the client's authority, give the client any notice required by that authority, and promptly action any client request to defer, alter, stop or cancel debits. 8. DATA, PRIVACY AND SECURITY 8.1 Each party must comply with the Privacy Act 1988 (Cth) and applicable privacy laws. Our privacy policy is at https://supernicehub.com/privacy. 8.2 You warrant that you have the consents needed for the Hub and Fat Zebra to collect, store, use and disclose the personal information of your clients for the purpose of processing payments and running your account, and you must tell your clients that their payment information is handled by the Hub and Fat Zebra. 8.3 Client and transaction data is hosted in Australia. Card numbers are tokenised and held by Fat Zebra (PCI DSS Level 1); bank account numbers are tokenised with the gateway or stored encrypted. 8.4 You must keep your login credentials and API keys secure and confidential. You are responsible for everything done under your credentials. You must notify us within 24 hours at isaac@supernice.au if you become aware of any security incident, unauthorised access, or defect affecting your account or the platform. 8.5 If a notifiable data breach may have occurred, both parties must cooperate in the assessment, notification and remediation required by the Privacy Act. 8.6 We may use data from your use of the Hub in de-identified, aggregated form to operate and improve the platform. 9. RECORDS 9.1 We retain transaction records, signed agreements and audit logs for at least 7 years. You must also keep adequate records of your sales and authorities and provide them to us on reasonable request, including where our gateway provider or a regulator requires them. 10. SUSPENSION AND TERMINATION 10.1 We may suspend or restrict your account immediately, with notice to you, if: (a) we reasonably suspect Prohibited Activity, fraud, or a breach of this agreement; (b) your chargeback or rejection rates are excessive; (c) you become insolvent; (d) our gateway provider or a card scheme requires it; or (e) suspension is reasonably necessary to protect other users, the platform, or ourselves. 10.2 Either party may end this agreement with 30 days written notice. We may also end it if our upstream gateway arrangements end, in which case we will give you as much notice as we reasonably can and at least the notice our gateway provider gives us. 10.3 On termination: amounts you owe become immediately payable; scheduled billing stops; and for 60 days you may export your client records, agreements and transaction history from the Hub, after which your account is closed. Clauses 3, 4, 6, 8, 9, 11 and 12 survive termination. 11. LIABILITY 11.1 Nothing in this agreement excludes rights under the Australian Consumer Law that cannot be excluded. Where we are permitted to limit a non-excludable guarantee, our liability is limited to resupplying the services or paying the cost of resupply. 11.2 Subject to clause 11.1, and to the maximum extent permitted by law: (a) neither party is liable to the other for indirect or consequential loss, loss of profit, or loss of data; and (b) our total aggregate liability under this agreement is limited to the Hub fees you paid us in the 12 months before the event giving rise to the claim. 11.3 We do not guarantee uninterrupted availability of the Hub or the gateway, and we are not liable for outages, delays or failures of the gateway, card schemes, banks or the internet. 11.4 You indemnify us against loss, cost, claims and expenses (including gateway and scheme fines) arising from your breach of this agreement, your Prohibited Activity, your relationship with your clients, or transactions you submit without proper authority. 12. GENERAL 12.1 We may vary this agreement by giving you at least 14 days notice through the Hub or by email. If a variation materially adversely affects you, you may terminate within the notice period without penalty. Continued use after the notice period is acceptance. 12.2 You may not assign this agreement without our written consent. Notices may be given by email to the addresses on your account and ours (isaac@supernice.au). 12.3 This agreement is governed by the laws of Queensland, Australia, and the parties submit to the jurisdiction of its courts. By typing your full legal name during signup you sign this agreement electronically under the Electronic Transactions Act 1999 (Cth) and warrant that you are authorised to bind the Merchant.