Prior to agreeing to these terms, please feel free to reach out to Slyp to clarify any questions or request any changes you may require. Slyp will consider any requests for amendments and respond as soon as reasonably practicable.
Last updated: 26-04-2022 (v 3.1)
These terms outline the terms of deployment and use of the Slyp solution into the Merchant's store network. Please read these terms carefully, as they impose obligations, liabilities and other responsibilities on you in respect of your use of the Services.
Unless the context requires otherwise, capitalised terms used in this Agreement have the meanings given to them in section 21.
These terms form an agreement between the company on behalf of whom these terms are accepted (Merchant) and Slyp Pty Ltd (ABN 19 613 031 271) (Slyp).
By registering as a merchant in Slyp's platform and agreeing to be bound by and abide by these terms, Merchant enters into a binding agreement with Slyp and agrees to the terms and conditions outlined. If the company does not accept these terms, you must not register as a Slyp merchant on behalf of that company.
This Agreement commences on the date accepted by Merchant (Start Date) and continues until terminated by either party in accordance with this Agreement (Term).
must not edit or change any Merchant Material required to provide the Services or prevent such Merchant Material from being sent to Merchant’s POS provider; and acknowledges that if Merchant edits or changes Merchant Material required to provide the Services, or prevents such Merchant Material from being sent to Merchant’s POS provider, Slyp may not be able to provide the Services.
Each party must provide marketing support and services to the other party as agreed in writing between the parties.
Each party must at all times and at its own cost comply with all applicable Laws.
If applicable, Slyp will invoice Merchant for the Merchant Fees on a monthly basis in arears, on either the first or sixteenth day of the month (at Slyp's sole discretion).
Merchant must pay to Slyp the Merchant Fees within 30 days of the date of each invoice issued by Slyp under paragraph (a).
Slyp reserves the right to review and change the Merchant Fees at any time by giving at least 30 days’ notice to Merchant.
If Merchant does not accept any change to the Merchant Fees, Merchant may, by notice in writing to Slyp within 10 days of receipt of notice of a change in Merchant Fees, terminate this Agreement with effect from the date on which the updated Merchant Fees are due to take effect.
In this section 9, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
Any consideration to be paid or provided for a supply made under or in connection with this Agreement, unless specifically described in this Agreement as GST inclusive, does not include an amount on account of GST.
Despite any other provision in this Agreement, if a party (Supplier) makes a supply under or in connection with this Agreement on which GST is imposed (not being a supply the consideration for which is specifically described in this Agreement as GST inclusive), the consideration payable or to be provided for that supply under this Agreement but for the application of this section (GST exclusive consideration) is increased by, and the recipient of the supply must also pay to the Supplier, an amount equal to the GST payable by the Supplier on that supply.
If a payment to a party under this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.
Slyp agrees that Merchant or its third party licensors will retain all rights, title and interest (including all Intellectual Property Rights) in and to the Merchant Material.
Merchant grants to Slyp a non-exclusive, royalty-free licence (including the right to sub-license) to use Merchant's name, logo, other branding and details of Merchant's website in Slyp and Slyp's partners’ marketing collateral (including posts on website and social media channels) during the Term and for a reasonable period of time after the end of the Term to allow Slyp time to cease such use.
Merchant grants to Slyp a non-exclusive, royalty-free, perpetual licence (including the right to sub-license) to use Merchant Material (including the Merchant Receipt Information and the Merchant Material contemplated by paragraph (b)), without attribution and without charge, for the purposes of:
performing the Services, including, after the Term, for:
administrative purposes pertaining to the Term (such as billing); and the purpose of continuing to make receipts available to Merchant's customers who used the Services to obtain receipts during the Term;
disclosing Merchant Material provided to Slyp in relation to a customer of Merchant to a third party partner of Slyp that provides services to that customer (but subject to that third party partner obtaining appropriate consent from the customer to effect that disclosure); and allowing a third party partner referred to in paragraph (ii) to use the Merchant Material for any purposes for which the relevant customer has consented to their personal information being used.
Merchant grants to Slyp a non-exclusive, royalty-free, perpetual licence (including the right to sub-license) to use the Merchant Receipt Information for Slyp’s business purposes, including:
internal enhancement of Slyp products and services;
to provide insights and analytics tools; and to produce benchmarking standards and industry insights. Merchant must obtain any third party consents or licences (including consents from individuals to whom receipts will be sent) as necessary to enable Slyp to use the Merchant Material in accordance with paragraphs (b), (c) and (d).
Slyp will retain all Intellectual Property Rights in the Slyp platform, service and all Material delivered to Merchant under this Agreement (Slyp IPR).
To the extent that Merchant needs to use any Slyp IPR to receive the benefit of the Services or Deliverables, Slyp grants to Merchant a fully paid-up, non-transferable, non-exclusive licence (without a right to sub-license) to use that Slyp IPR during the Term.
Merchant represents and warrants that the Merchant Material shared with Slyp for the purposes of Slyp providing the Services is accurate and complete.
Slyp may, at its discretion, provide Merchant with marketing collateral to be used in store. If Slyp provides such collateral to Merchant, Merchant must (acting reasonably) display this marketing collateral in store as soon as practicable.
may use Confidential Information of the Disclosing Party only for the purposes of this Agreement;
must not reproduce Confidential Information of the Disclosing Party in any form except to the extent necessary for the purposes of this Agreement; and must keep confidential all Confidential Information of the Disclosing Party except: to the extent required to enjoy the benefit of the licences granted under section 10.1 or section 10.2 (as applicable);
for disclosures permitted under this section 13; and to the extent (if any) the Receiving Party is required to disclose any Confidential Information by Law or the rules of any recognised stock exchange (provided that if practicable, the Receiving Party gives the Disclosing Party prior written notice of such requirement and an opportunity to seek confidential treatment of the information).
A Receiving Party may disclose Confidential Information of the Disclosing Party to its officers, directors, employees, contractors and advisors who: have a need to know for the purposes of this Agreement (and only to the extent that each has a need to know); and before disclosure have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party.
If the parties have executed a Mutual Non-Disclosure Agreement or Confidentiality Agreement (MNDA) prior to the date of this Agreement, all confidential information (or equivalent) under the MNDA will constitute the relevant party's Confidential Information under this Agreement.
Merchant acknowledges and agrees that:
Slyp has no control over the content of the Merchant Material provided to it by the Merchant, including as to whether the Merchant Material contains sensitive information (as that term is defined in the Privacy Act 1988 (Cth)); it is Merchant’s (and not Slyp’s) responsibility to ensure that Merchant either: removes or obfuscates sensitive information from the Merchant Material that is provided to Slyp; or
has obtained all consents necessary in order for Slyp to display that sensitive information within the Services;
in the event that Merchant provides sensitive information to Slyp as part of the Merchant Material, Slyp will not be:
subject to any heightened standard of care under this Agreement with respect to the treatment of such sensitive information beyond Slyp’s obligations with respect to Merchant Material that is not sensitive information; or subject to any heightened liability, cost, or damages with respect to sensitive information beyond Slyp’s liability, cost or damages under this Agreement with respect to Merchant Material that is not sensitive information.
Merchant indemnifies Slyp and its Personnel (those indemnified), and will hold those indemnified harmless, against all actions, claims, charges, costs (including legal costs on a full indemnity basis), expenses, losses, damages and other liability that they may sustain or incur, directly or indirectly, as a result or as a consequence of:
a breach by Merchant of this Agreement; or Slyp's use of the Merchant Materials.
In this section 16, Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) as amended or replaced from time to time.
To the extent that Merchant acquires goods or services from Slyp as a consumer within the meaning of the Australian Consumer Law, Merchant may have certain rights and remedies (including, without limitation, consumer guarantee rights) that cannot be excluded, restricted or modified by agreement.
Nothing in this section 16 operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would:
contravene that statute; or cause any term of this Agreement to be void, (Non-excludable Obligation).
Except in relation to Non-excludable Obligations, all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied by custom, under the general law or by statute are expressly excluded under this Agreement.
Except in relation to Non-excludable Obligations, Slyp’s liability to Merchant arising directly or indirectly under or in connection with this Agreement or the performance or non-performance of this Agreement and whether arising under any indemnity, statute, in tort (for negligence or otherwise), or on any other basis in law or equity is limited as follows:
Slyp will have no liability whatsoever to Merchant for any loss, harm, damage, cost or expense (including legal fees), or in the nature of special, indirect or consequential loss or damage (including, without limitation, economic loss, loss of contract, loss of profit or revenue, loss of opportunity, loss of production, production stoppage or loss of data); and the aggregate of Slyp's liability to Merchant is otherwise limited to an amount not exceeding the Merchant Fees paid by Merchant under this Agreement in the 12 months immediately preceding the claim.
In relation to Non-excludable Obligations (other than a guarantee as to title, encumbrances or quiet possession conferred by the Australian Consumer Law), except for goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption (in respect of which Slyp's liability is not limited under this Agreement), Slyp's liability to Merchant for a failure to comply with any Non-excludable Obligation is limited to:
in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
Either party may terminate this Agreement by giving the other party at least 30 days’ notice.
On expiry or termination of this Agreement for any reason: Slyp must cease providing the Services;
Merchant must pay Slyp for those Services that have been rendered by Slyp up to the effective date of termination; and except to the extent that Slyp has a perpetual licence to use any Confidential Information of Merchant, each Receiving Party must, at the Disclosing Party's direction, either return to the Disclosing Party, or destroy and certify in writing to the Disclosing Party the destruction of, all Confidential Information in the Disclosing Party (or its Personnel's) possession or control. Termination of this Agreement does not affect any accrued rights or remedies of either party.
The parties must attempt to resolve any dispute, difference of opinion or question arising out of this Agreement (Dispute) by referring the Dispute to suitable representatives and engaging in good faith negotiations.
If the parties cannot resolve the Dispute under section 18.1 within 30 days (or such longer period as agreed between the parties) after the Dispute is referred to them, then either party may seek any relief it considers appropriate in a court of competent jurisdiction.
If a party breaches this section 18 in relation to a Dispute, the other party need not comply with this section 18 in relation to that Dispute.
The parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.
Where a party is required to give another party a notice, demand, consent, approval or communication under this Agreement (Notice), such Notice must be given either by hand delivery, prepaid post, email or, in the case of Slyp issuing a notice, through the Slyp platform to the recipient's address for Notices (in the case of Slyp, the address specified above, and in the case of Merchant the address specified in the Merchant's Slyp platform account).
A Notice given in accordance with section 19.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:
if hand delivered, on delivery; if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Australia);
if sent by email, when the sender receives an automated message confirming delivery or eight hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message stating that delivery of the message failed; or if delivered through the Slyp platform, at the time the message is posted to the Slyp platform or sent to Merchant's Slyp platform account (as recorded within the Slyp platform),
but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.
All monetary amounts specified or described in this Agreement are in Australian dollars (AUD) unless expressly stated otherwise.
This Agreement may be amended by Slyp by giving at least 30 days’ notice to Merchant. If Merchant does not accept the proposed changes to this Agreement, Merchant may, by notice in writing to Slyp within 10 days of receipt of notice of a change to this Agreement, terminate this Agreement with effect from the date on which the amended terms are to take effect.
Neither party may assign any of its rights or purport to novate any of its obligations arising out of this Agreement to a third party without the other party's prior written consent (not to be unreasonably withheld or delayed). Except that Slyp may transfer some or all of its rights and obligations under this Agreement to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets or business of Slyp or any Related Body Corporate of Slyp.
Neither party may make any public statement or press release regarding the terms of this Agreement or any aspect of this Agreement without the prior written consent of the other party.
Any term by its nature intended to survive termination of this Agreement survives termination of this Agreement, including sections 10, 13, 14, 15, 16, 17.2, 18, 19 and this section 20.
The parties agree that this Agreement may be executed electronically, including by checking an online acceptance box or otherwise indicating acceptance of this Agreement through the Slyp website or Slyp platform. By accepting this Agreement on behalf of a party, the accepting individual warrants that it is duly authorised to do so.
A provision or part of a provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions or parts of the provisions of this Agreement continue in force. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver and does not operate as a waiver of any other or subsequent right, power or remedy.
Except where this Agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties. This Agreement is governed by the law of New South Wales, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
In these terms: Agreement means an agreement formed between Slyp and a Merchant on these terms. Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in Sydney, Australia.
Confidential Information of a Disclosing Party means:
the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Agreement:
information that is by its nature confidential; information that is designated by the Disclosing Party as confidential; and information the Receiving Party knows, or ought to know, is confidential; and all notes and other records prepared by the Receiving Party based on or incorporating information referred to in paragraph (a), and in the case of Slyp, includes these terms and the Slyp Policies, but excludes information that: the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees). Disclosing Party means the party who discloses or makes available Confidential Information to the other party or whose Confidential Information otherwise becomes known to the other party.
Intellectual Property Rights means all intellectual property rights, including the following rights:
patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have Confidential Information kept confidential; any application or right to apply for registration of any of the rights referred to in paragraph (a); and all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including Australia), whether or not such rights are registered or capable of being registered.
Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, the common law and equity, and any industry codes of conduct, each to the extent applicable to the performance by a party of its obligations under this Agreement.
Material means any documentation, documented methodology or process, software, information, data, branding or other material, in whatever form, including reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions.
Merchant Fees means the fees payable by Merchant under these terms, which (as at the Start Date) are nil unless agreed otherwise between Slyp and Merchant on or prior to the Start Date, as updated by Slyp in accordance with section 8.2.
Merchant Material means any:
Merchant Receipt Information; or other Material, that Merchant makes available to Slyp for the purpose of this Agreement.
Merchant Receipt Information means all information, including transaction, store and product catalogue information, transferred to Slyp by Merchant (or Merchant’s POS provider) for the purposes of incorporation into, or Slyp otherwise generating and delivering, a digital receipt.
Network Rules means the network rules that outline the obligations of Slyp and each merchant and issuing financial institution that participates in the ‘Slyp Network’, as those rules are amended from time to time under section 7(d).
Receiving Party means the party who obtains Confidential Information of the other party.
Services means the delivery of a digital receipt with returns and warranty features and rich product purchase information to the Merchant’s customers via bank app.
Slyp IPR is defined in section 10.2(a).
Slyp Policies means:
the Network Rules;