Point of Sale - Terms & Conditions –
RECITALS
A. These Point of Sale Terms and Conditions (POS Terms) govern the provision and use of point of sale software, hardware and related services supplied by PayNuts Pty Ltd (ABN 14 659 309 529) (PayNuts, we, us or our) to the merchant identified in the relevant application form (Merchant, you or your).
B. These POS Terms constitute a separate and standalone agreement between you and PayNuts for POS Services. They do not amend or replace the PayNuts Merchant Agreement for Payment Services entered into between you, PayNuts and the acquiring bank (Merchant Agreement). POS Services are optional and independent from Payment Services.
C. If there is any inconsistency, the Merchant Agreement prevails only in relation to Payment Services, and these POS Terms prevail in relation to POS Services.
MASTER TERMS & CONDITIONS
This Agreement is an addendum to and forms part of the Merchant Terms & Conditions, specifically incorporating the provisions of the Merchant Terms & Conditions.
1. Background
1.1. PayNuts provides payment facilitations services under the Merchant Agreement.
1.2. PayNuts also offers point of sale and business management solutions, including software, hardware, integration and support.
1.3. You have requested PayNuts to supply POS Services. These POS Terms set out the contractual basis on which PayNuts supplies, and you use, the POS Services.
2. INTERPRETATIONS AND DEFINITIONS
2.1. Headings are for convenience only and do not affect interpretation.
2.2. Unless the context requires otherwise, words in singular include the plural and vice versa.
2.3. Capitalised terms not defined in these POS Terms have the meaning given in the Merchant
Agreement, solely for consistency of interpretations.
2.4. In these POS Terms:
Application Form means any POS order form, online order or application accepted by PayNuts.
Business means the business described in the Application Form or Merchant Application (as applicable).
Hardware means all PayNuts‑supplied POS Equipment and devices, including tablets, terminals, printers, scanners, stands, cash drawers and peripherals, whether owned by PayNuts or purchased by you. Where Hardware is supplied under a leasing or bundled model, such Hardware remains the property of PayNuts at all times.
Merchant Application means any application, online submission, digital form, order request or written document provided by you and accepted by PayNuts that outlines the POS Services, payment Services, hardware requirements, fees and other commercial terms forming part of your agreement with PayNuts.
POS Equipment means point of sale hardware supplied, rented or approved by PayNuts, including tablets, stands, printers, scanners, cash drawers and accessories.
POS Services means the POS software platform, POS Equipment (if applicable), implementation, configuration, training, support and related services specified in the Application Form.
SaaS Platform means the cloud-based point of sale and business management software made available by PayNuts.
Subscription Fees means recurring fees payable for access to the SaaS Platform.
Telr means Telr Pty Ltd ABN 26 675 521 221 and includes any subsidiaries or related entities of such entity.
Term means the period commencing on acceptance of the Application Form and continuing until termination in accordance with these POS Terms.
3. USE OF TELR PRODUCT
3.1. Where you have applied and have been approved by PayNuts to use Telr products, the following clauses will apply.
3.2. PayNuts utilises the proprietary software and technology platform supplied by Telr in connection with certain point‑of‑sale services. While PayNuts facilitates access to these services, Telr remains the provider of the platform. Nothing in this arrangement limits or expands PayNuts obligations to You under this Agreement.
3.3. By using the platform, You acknowledge and agree that:
a) Access to and use of the software is granted on a licence basis only. Telr retains full ownership of the platform and all associated intellectual property, subject only to your limited right to use the services in accordance with these POS Terms.
b) Telr may collect, store, and process information submitted through the platform as data controller. The platform and related data are hosted using third‑party cloud infrastructure engaged by Telr. You consent to the storage and transmission of your data within and across those systems, including storage outside your home jurisdiction where applicable.
3.4. PayNuts does not host, retain, or otherwise process customer data, except to the extent reasonably necessary to enable service activation, support, billing, or compliance with this Agreement.
3.5. Telr may disclose data submitted through the platform only where:
a) You have provided written authorisation;
b) disclosure is required to enable the operation, hosting, maintenance, or support of the platform and/or the use and enjoyment of the POS Services, SaaS Platform or the Telr products; or
c) disclosure is required or authorised by law, regulation, or binding direction of a regulatory authority. Where practicable, Telr will take reasonable steps to notify you of any legally compelled disclosure.
3.6. No rights, title, or interest in the Telr platform, software, documentation, or related materials are transferred or assigned to you. All intellectual property rights of Telr remain exclusively with Telr or its licensors.
3.7. Except for any express warranties set out in this Agreement, the platform and services are provided as part of the delivery of the POS Services are provided on an “as available” and “as is” basis. Telr and PayNuts exclude, to the fullest extent permitted by law, all other representations, guarantees, warranties, or conditions, whether express, implied, or statutory, including any implied terms relating to fitness for purpose, reliability, accuracy, or uninterrupted availability. You are solely responsible for determining whether the services meet your business requirements.
3.8. To the maximum extent permitted by law, PayNuts aggregate liability arising out of or in connection with the services, regardless of the legal basis of the claim, is limited to the fees paid by you to PayNuts in respect of the applicable subscription during the month in which the relevant event giving rise to the claim occurred.
4. FORMATION AND TERM
4.1. These POS Terms commence on the date PayNuts accepts your Application Form.
4.2. Unless terminated earlier in accordance with clause 16, these POS Terms continue for the Term specified in the Application Form, or if no term is specified, on a rolling month-to month basis.
5. SCOPE OF POS SERVICES
5.1. Subject to payment of applicable fees and compliance with these POS Terms, PayNuts will provide the POS Services specified in the Application Form.
5.2. POS Services may include, where applicable:
c) access to SaaS Platform;
d) supply, rental or resale of POS Equipment;
e) system configuration, implementation and onboarding;
f) menu, catalogue or product step assistance;
g) training and support; and
h) maintenance, upgrades and updates.
5.3. PayNuts may modify, enhance, or discontinue any part of the POS Services provided that this does not materially reduce core functionality during any prepaid period.
5.4. PayNuts may subcontract or use third-party providers in the delivery of POS Services.
6. THIRD-PARTY SERVICES AND SOFTWARE
6.1. POS Services may include software or services provided by third parties.
6.2. You acknowledge that:
a) third-party licensors retain all intellectual property rights in their software;
b) your use of third-party software may be subject to separate licence terms; and
c) PayNuts acts as a distributor or reseller only and does not control third party software performance.
6.3. To the maximum extent permitted by law, third-party software and services are provided on an"as is" and "as available" basis.
7. FEES, BILLING AND PAYMENT
7.1. You must pay all fees specified in the Application Form, including:
a) Subscription Fees;
b) POS Equipment fees (rental or purchase);
c) implementation and onboarding fees; and
d) fees for add-ons, upgrades or additional features.
7.2. All fees are invoiced and/or debited in accordance with the payment method agreed with PayNuts.
7.3. All fees are exclusive of GST unless stated otherwise.
7.4. PayNuts may increase or vary fees on at least 30 days’ written notice (“Fee Notice”). If:
a) you do not provide written notice of termination in accordance with clause 16.3 of these POS Terms within this 30 days period, the increase or varying of the fees will be effective at the end of the Fee Notice; or
b) you do provide written notice of termination in accordance with clause 16.3 of these POS Terms within this 30 days period, the Fee Notice will not apply and the existing fees as at the date of such notice of termination will apply for the remainder of the Term.
7.5. Fees are non-refundable except as required by law.
8. POS EQUIPMENT
8.1. Ownership:
a) rented or leased POS Equipment remains the property of PayNuts or its supplier; and
b) purchased POS Equipment transfers title to you on only upon PayNuts’ receipt of full payment of all amounts owing in respect of that POS Equipment, including successful completion of the full term of any agreed payment plan (such as 6-month or 12-month instalment plans). Title does not pass to you until all instalments have been paid in full.
8.2. Risk in POS Equipment passes to you on delivery or installation.
8.3. You must:
a) use POS Equipment only for your Business;
b) keep POS Equipment in good working order;
c) not modify, tamper with, sub-license, lease or dispose of POS Equipment; and
d) comply with all operating and security instructions.
8.4. You are responsible for loss, theft or damage to POS Equipment (fair wear and tear excepted).
8.5. Where you purchase POS Hardware from PayNuts (rather than rent, lease or obtain it under a bundled model), the following terms apply:
a) PayNuts will provide a full refund for purchased POS Hardware only where:
i. the Hardware is returned within 30 days of the original purchase date; and
ii. the Hardware is returned unopened, in as‑new condition, in its original packaging, and including all accessories, components, manuals and materials originally supplied.
b) Any refund provided will be less shipping or delivery costs, which are non‑refundable.
c) No refund will be provided where:
i. more than 30 days have passed since the date of purchase;
ii. the Hardware has been opened, used, is not in its original condition, is damaged,
or has missing components; or
iii. the item is not returned in its full original packaging.
d) Partial refunds are not available under any circumstances.
e) Upon delivery of purchased POS Hardware, all risk in the Hardware transfers to you. PayNuts is not responsible for, and will not replace, repair or refund Hardware that is lost, stolen, damaged or destroyed after delivery, except where required under the Australian Consumer Law. All liability for the safe use, storage, handling and protection of purchased POS Hardware rests with you.
9. LEASED POS EQUIPMENT
9.1. Where PayNuts approves you for POS Services under a leasing or bundled‑hardware model, the following terms apply:
a) PayNuts will supply PayNuts‑owned POS hardware for your use during the Term. All POS hardware supplied under this model remains the sole property of PayNuts at all times. No title or ownership passes to you under any circumstances, and you must not sell, transfer, encumber, or otherwise dispose of the hardware.
b) Minimum service terms may apply where PayNuts provides PayNuts‑owned POS hardware. Any applicable minimum term will be specified in your Merchant Application or Application Form.
c) If you cancel your Merchant Agreement or POS Services during an applicable minimum term, cancellation fees of up to $1,200.00 plus GST per POS device may apply. These fees represent the reasonable cost of recovering, replacing, or redeploying PayNuts equipment.
d) If any PayNuts‑owned POS hardware supplied to you is lost, stolen, or damaged (fair wear and tear excepted), PayNuts may charge replacement or damage fees of up to $1,200 plus GST per POS device.
e) Minimum merchant services fees may apply to ensure PayNuts does not incur losses where transaction volumes fall below expected levels. Any applicable minimum fees will be detailed in your Merchant Application.
f) PayNuts does not guarantee the ability to provide specific or preferred hardware models. Hardware allocation is subject to PayNuts’ assessment of your transaction volumes and business requirements. If transaction volumes do not justify certain hardware, PayNuts may decline to supply the requested equipment.
g) Paper rolls, receipt rolls, and other consumables or stationery required to operate the POS hardware are not supplied free of charge and must be purchased by You.
10. SAAS PLATFORM LICENCE
10.1. PayNuts grants you a limited, non-exclusive, non-transferable and revocable licence to access and use the SaaS Platform during the Term solely for the purposes of operating your Business.
10.2. The licence is conditional upon:
a) payment of all applicable Fees when due;
b) compliance with these POS Terms and any user guides or technical documentation
provided by PayNuts; and
c) use of the SaaS Platform only by authorised personnel.
10.3. You must not, and must not permit any third party to:
a) copy, modify, translate, reverse engineer, decompile or disassemble any part of the SaaS
Platform;
b) circumvent, disable or interfere with security or access controls;
c) use the SaaS Platform for unlawful, fraudulent or misleading purposes;
d) provide access to the SaaS Platform on a bureau, service provider or timesharing basis.
10.4. PayNuts may implement updates, enhancements, patches or modifications to the SaaS
Platform, including security updates, and You must promptly implement any updates notified as mandatory.
10.5. PayNuts does not guarantee that the SaaS Platform will be uninterrupted or error-free but will use reasonable efforts to minimise disruption.
11. IMPLEMENTATION, TRAINING AND SUPPORT
11.1. Where implementation or onboarding services are included in the Application Form, PayNuts
will provide those services with reasonable care and skill.
11.2. You acknowledge that successful implementation depends on timely cooperation by you. You must:
a) provide accurate and complete business and configuration information;
b) ensure your premises meet technical and connectivity requirements;
c) back up all existing systems and data prior to implementation;
d) test the POS Services after setup and promptly notify PayNuts of any issues.
11.3. Support services are provided in accordance with PayNuts’ then-current support policies,
including applicable support hours, response times and escalation procedures.
11.4. PayNuts may charge additional fees for requests outside standard support services or where issues arise from third-party systems, misuse or unauthorised modifications.
12. DATA, PRIVACY AND SECURITY
12.1. Each party must comply with all applicable privacy, data protection and information security laws.
12.2. You retain ownership of all business data that you input into the POS Services.
12.3. You grant PayNuts a limited licence to access, process and store data solely to:
a) provide, maintain and support the POS Services;
b) comply with legal or regulatory obligations; and
c) improve and develop PayNuts’ products and services.
12.4. PayNuts may use aggregated and de-identified data for analytics, benchmarking and service improvement.
12.5. You are responsible for maintaining appropriate access controls, password security and internal policies relating to use of the POS Services.
12.6. You are responsible for exporting and retaining your data prior to termination or expiry of the POS Services.
13. WARRANTIES AND AUSTRALIAN CONSUMER LAW
13.1. General Warranty Position: Except as expressly set out in these POS Terms, and to the maximum extent permitted by law, PayNuts does not make any representations, warranties or guarantees in relation to the POS Services, the SaaS Platform or any POS Equipment, whether express, implied, statutory or otherwise.
13.2. As Available Services: Subject to clause 13.6, the POS Services are provided on an "as available" and "as is" basis. PayNuts does not warrant that:
a) the POS Services or SaaS Platform will be uninterrupted, timely, secure or error‑free;
b) any defects will be corrected;
c) the POS Services will meet your particular business requirements; or
d) the POS Services will be compatible with all third‑party hardware, software, networks or systems.
13.3. No Warranties for Third‑Party Products: PayNuts makes no warranties in respect of any third‑party software, hardware or services integrated with or used in connection with the POS Services. Any such products or services are provided subject to the relevant third party’s terms and conditions.
13.4. Data and Information: You acknowledge that:
a) PayNuts does not guarantee the accuracy, completeness or reliability of reports, analytics
or data generated through the POS Services; and
b) You are responsible for maintaining independent records and backups of your business
data.
13.5. Equipment Warranties: To the extent permitted by law, PayNuts excludes all warranties relating to POS Equipment, including warranties of merchantability, fitness for a particular purpose and non‑infringement, except where expressly stated in the Application Form or required by law.
13.6. Australian Consumer Law: Nothing in these POS Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded under the Australian Consumer Law or other applicable law.
13.7. Limitation of Remedies: Where a statutory guarantee applies to the POS Services and PayNuts is permitted to limit its liability, PayNuts’ liability is limited, at its option, to one or more of the following:
a) resupplying the relevant services; or
b) paying the cost of having the services resupplied.
13.8. No Reliance: You acknowledge that you have not relied on any representation, warranty or statement not expressly set out in these POS Terms or the Application Form when deciding to acquire the POS Services.
14. ADDITIONAL FEES
14.1. You must also pay any additional fees that arise in connection with the POS Services,
including fees for:
a) feature upgrades, add‑ons or extra users;
b) increased storage, data or processing capacity;
c) replacement, repair or recovery of POS Equipment (including where lost, damaged or misused), and where the POS Equipment is leased or supplied under a payment plan, fees of up to $1,200.00 per POS unit may apply for replacement in the event that the POS Equipment is damaged, lost or stolen;
d) out‑of‑scope support or professional services including but not limited to creation and development of menus, site inspections, installation appointments, administration, and other ad-hoc development work required; and
e) any other fees notified by PayNuts in accordance with these POS Terms.
14.2. All Subscription Fees and Additional Fees may be billed, debited or set‑off using the same mechanisms described in the Merchant Agreement, including:
a) direct debit under Clause 10 (Fees and Payments); and
b) set‑off and net settlement under Clause 21 (Set‑off).
14.3. PayNuts may debit your nominated fees or settlement account, or net‑settle Fees against settlement amounts payable to you.
14.4. If you fail to pay any Fees when due, PayNuts may apply the same remedies available under the Merchant Agreement, including suspension of services and recovery of associated costs.
14.5. To the extent permitted by law, Subscription Fees and Additional Fees are non‑refundable.
15. INTELLECTUAL PROPERTY
15.1. All intellectual property rights in the POS Services, SaaS Platform, software, documentation and related materials (PayNuts IP) are owned by PayNuts or its licensors. No rights in the PayNuts IP are transferred to you.
15.2. PayNuts grants you a non‑exclusive, non‑transferable licence to use the PayNuts IP solely for your Business and solely for the Term.
15.3. Restrictions. You must not copy, modify, reverse engineer, sub‑license or otherwise make the PayNuts IP available to any third party, except to your authorised personnel.
15.4. Third‑Party IP. The POS Services may include third‑party software. All rights in that software remain with the relevant licensors, and you must comply with any applicable licence terms.
15.5. You retain ownership of all data, content and materials you provide. You grant PayNuts a limited licence to use that content only as required to provide the POS Services.
16. TERM, SUSPENSION AND TERMINATION
16.1. These POS Terms commence on acceptance of your Application Form and continue for the Term.
16.2. PayNuts may suspend POS Services where reasonably required for security, maintenance, non-payment or legal compliance.
16.3. Either party may terminate these POS Terms for convenience on at least 30 days’ written notice.
16.4. PayNuts may terminate immediately where:
a) you materially breach these POS Terms and if such breach is able to be rectified, you fail to rectify such breach within seven (7) days from the date PayNuts provides you with written notice of such breach;
b) you fail to pay any fees when due and continue to fail to pay such fees within seven (7) days from the date PayNuts provides you with written notice of such failure to pay; or
c) your use of the POS Services poses a security, compliance or reputational risk.
16.5. On termination:
a) your licence to use the POS Services immediately ceases;
b) rented POS Equipment must be returned in accordance with PayNuts’ instructions; and
c) all outstanding Fees become immediately due and payable.
17. LIABILITY AND INDEMNITY
17.1. To the maximum extent permitted by law, PayNuts is not liable for any indirect, incidental, special or consequential loss, exemplary or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business interruption, or loss, corruption or recovery of data, even if advised of the possibility of such loss.
17.2. Subject to clauses 17.4 and 17.6, PayNuts’ total aggregate liability arising out of or in connection with the POS Services (whether in contract, tort (including negligence), statute or otherwise) is limited to the total Fees paid by you for the POS Services in the twelve (12) months immediately preceding the event (or first event in a series) giving rise to the liability. For monthly services, where the period is less than 12 months, the cap will be the average monthly Fees paid multiplied by twelve (12).
17.3. Nothing in these POS Terms limits or excludes liability to the extent it cannot be excluded by law, including under the Australian Consumer Law, or liability for fraud, fraudulent misrepresentation, or wilful misconduct.
17.4. PayNuts is not responsible for any failure, delay, error or loss caused by:
a) third‑party software, equipment, services or networks not supplied by PayNuts;
b) your systems, integrations or internet connectivity; or
c) your failure to implement updates, security patches or configuration recommendations.
17.5. Where a statutory guarantee applies and PayNuts is permitted to limit its liability, your sole and exclusive remedy is the resupply of the services or payment of the cost of having the services resupplied, at PayNuts’ option.
17.6. You indemnify and hold PayNuts, its officers, employees and contractors harmless from and against all third‑party claims, losses, liabilities, fines, penalties, costs and expenses (including reasonable legal costs on a solicitor‑client basis) arising out of or in connection with:
a) your breach of these POS Terms;
b) your misuse of the POS Services or POS Equipment;
c) any claim by a third party relating to your products, services or Business activities; or
d) your failure to comply with applicable laws.
17.7. Each party must use reasonable endeavours to mitigate losses. If loss is contributed to by the other party, liability will be apportioned to reflect the parties’ relative responsibility.
17.8. PayNuts is not liable for any delay or failure to perform caused by an event beyond its reasonable control, including failure of third‑party networks, utilities, telecommunications, or cloud hosting providers.
17.9. No action may be brought by you against PayNuts more than twelve (12) months after the
cause of action has accrued.
17.10. This clause 17 survives termination or expiry of these POS Terms.