Location Agreement
Payment Services Terms (AU)
Last updated 14 December, 2023
1. General
a. These Payment Services Terms apply if any Payment Services are provided to the Location under this Agreement and continue until the earlier of:
i. termination or expiration of this Agreement; or
ii. termination of the Payment Services in accordance with these Payment Services Terms.
b. In these Payment Services Terms:
“Activity” means any action submitted by or on behalf of the Customer or any Location using the Payment Services, including any communication of data or information about Transactions (including any charges or fees), refunds, adjustments, the handling of disputes (including chargebacks) or other relevant features of the Payment Services;
“Applicable Stripe Terms Table” means the table attached as Annexure 1 to these Payment Services Terms setting out the applicable Stripe entity, Stripe Services Agreement and Stripe Privacy Policy as determined based on the geographic location of the Location.
“Law” means all applicable laws, rules and regulations;
“Stripe” means the relevant Stripe entity as determined based on the geographic location of the Location as set out in the Applicable Stripe Terms Table.
“Stripe Privacy Policy” means the applicable Stripe privacy policy (including any terms and conditions incorporated by reference therein) as determined based on the geographic location of the Location as set out in the Applicable Stripe Terms Table, which is referenced and linked in the Stripe Services Agreement.
“Stripe Services Agreement” means the applicable:
i. Stripe terms and conditions (including any services agreement or connected account agreement) as determined based on the geographic location of the relevant Location as set out in the Applicable Stripe Terms Table;
ii. the Stripe Privacy Policy;
iii. any other terms and conditions that are referenced, or incorporated into, any of the above; and
iv. any other terms and conditions that are required by Stripe in connection with using the Payment Services from time to time,
each as updated by Stripe from time to time.
“Transaction” means any purchase, sale, donation, order or other transaction processed using the Payment Services.
2. Provision of Payment Services
a. Hapana reserves the right to change the provider of the Payment Services at any time in its sole discretion, subject to the terms and conditions of its agreement with the provider of the Payment Services.
b. Subject to the Location’s compliance in full with the terms of this Agreement, including these Payment Services Terms, Hapana agrees to arrange for the provision of the Payment Services by Stripe on the terms and conditions of this Agreement, including these Payment Services Terms, and the Stripe Services Agreement.
c. The Location acknowledges and agrees that, notwithstanding any provision in this Agreement to the contrary:
i. the Payment Services are provided directly by Stripe and its related bodies corporate via an integration through the Online Delivery Platform and that Hapana’s only obligations with respect to the Payment Services under this Agreement are (1) to maintain an agreement with Stripe to allow Stripe to provide the Payment Services in accordance with the MSA, this Agreement (including these Payment Services Terms) and the Stripe Services Agreement and (2) maintain such integration;
ii. Hapana is not providing the Payment Services to the Location;
iii. the Location has agreed to the Stripe Services Agreement, which has created a direct, binding contractual relationship with Stripe with respect to the Payment Services. Stripe may modify the Stripe Services Agreement from time to time. Where Hapana receives notice of such modification to the Stripe Services Agreement, Hapana will notify the Location promptly after it receives such notice;
iv. Hapana is not a party to the Stripe Services Agreement;
v. Hapana does not provide any warranties, representations or guarantees, and has no liability to the Location, with respect to:
1. the provision of the Payment Services;
2. Stripe, its obligations or the performance of the Stripe Services Agreement; or
3. the security or integrity of any data or information (including Location Data) that is provided to Stripe by Hapana (once Hapana has transferred the data or information to Stripe) or by the Location.
d. Hapana and Stripe have a separate contractual arrangement in order for Hapana to be able to provide the Location with the ability to access the Payment Services (the Hapana Stripe Agreement) pursuant to which:
i. Hapana has certain obligations (including indemnity obligations) related to the Location’s use of the Payment Services;
ii. Stripe’s liability is limited in certain manners with respect to the provision of the Payment Services;
iii. Hapana is required to ensure that the Location complies with certain terms and conditions; and
iv. Hapana may be liable to Stripe in connection with the Location’s use of the Payment Services if the Location does not comply with these Payment Services Terms and the Stripe Services Agreement, and
accordingly, in addition to the remainder of this clause 2, the Location acknowledges and agrees that the terms and conditions in these Payment Services Terms are reasonable and required in order for Hapana to provide the Location with the ability to access and use the Payment Services in accordance with this Agreement and to protect Hapana’s legitimate business interests.
e. The Location acknowledges and agrees that the Location’s receipt and use of the Payment Services will be subject to these Payment Services Terms and the terms and conditions of the Stripe Services Agreement and the Location must comply (at their own cost) with these Payment Services Terms and the terms and conditions of the Stripe Services Agreement. The Location further acknowledges that it has reviewed these Payment Terms and the Stripe Services Agreement.
f. The Location represents and warrants that the person that has signed this Agreement on behalf of the Location is of suitable age and is authorised to bind the Location.
g. Before using the Payment Services, the Location must register with Stripe and create an account in accordance with the Stripe Services Agreement.
h. The Location hereby authorises and permits Hapana to:
i. access the Location’s account with Stripe and any data (as necessary to allow Stripe to provide the Payment Services and to allow Hapana to arrange for such provision); and
ii. create and manage Transactions with the Location’s clients.
i. The Location acknowledges and agrees that Hapana will continue to have access to the Location’s account with Stripe and will be authorised to perform any relevant functions described in the Stripe Services Agreement as long as the Location is accessing and/or receiving the Payment Services in connection with this Agreement.
j. The Location hereby authorises and permits Stripe to share data (including Location Data) with Hapana (as necessary to allow Stripe to provide the Payment Services and to allow Hapana to arrange for such provision) and acknowledge and agree that Stripe will continue to be authorised to share such data as long as the Location is accessing and/or receiving the Payment Services in connection with this Agreement.
k. The Location agrees to provide Hapana with all information (including any Personal Information) requested by Hapana in connection with the Payment Services (including any information requested on behalf of Stripe) and irrevocably and unconditionally consent and agree that Hapana may share such information with Stripe for the purposes of providing the Payment Services. The Location must ensure that all such information must be accurate and complete. The Location must provide all notices to and obtain all necessary rights and consents from the applicable individuals sufficient to enable Hapana and Stripe to lawfully collect, use, retain and disclose the Personal Information in the way that this Agreement and the Stripe Services Agreement describe. The Location warrants and represents that it has all necessary permissions, approvals and consents and has all required notices in place to provide any such information.
l. The Location acknowledges and agrees that Hapana and/or Stripe may refuse to create an account or otherwise limit the functionality of the Payment Services available to the Location unless and until the Location has provided all information to the satisfaction of Hapana or Stripe in accordance with clause 2(k) of these Payment Services Terms.
3. Fees for Payment Services
a. The Location is responsible for any charges, penalties, chargebacks, fines or other amounts that may arise as a result of or in connection with the receipt and use of the Payment Services by the Customer or such Location, including any such amounts imposed or requested by Stripe or any third party. In the event the Customer or any Location becomes aware of any such charges, penalties, chargebacks, fines or other amounts, it must immediately notify Hapana in writing. The Location must indemnify and hold harmless Hapana for any such charges, penalties, chargebacks, fines or other amounts.
b. The Location hereby authorises and expressly permits Hapana and/or Stripe to collect any fees (including the Fees or any Fees related to Payment Services) or other amounts owed by the Location to Hapana, the Customer (as advised by the Customer from time to time) or Stripe under this Agreement or the Stripe Services Agreement directly from:
i. Transactions occurring in connection with the Payment Services;
ii. any amounts processed; or
iii. any accounts used,
by the Location in the course of utilising the Payment Services.
c. The Location acknowledges and agree that the Fees or amounts collected or deducted by Hapana in accordance with clause 3(b) of these Payment Services Terms comprise such Fees or amounts:
i. as set out in the MSA (and reflected in this Agreement) or as otherwise advised to Hapana by the Customer from time to time, including such amounts payable by the Location to the Customer; and/or
ii. as advised by Stripe to Hapana in accordance with the Stripe Services Agreement time to time.
Except where specified in this Agreement, Hapana is not responsible for independently assessing or verifying the collection or deduction of such amounts. If the Location disputes the collection or deduction by Hapana of any amount in accordance with clause 3(b) of these Payment Services Terms, the Location must contact the Customer or Stripe (as the case may be) to resolve such dispute.
d. Hapana may require an owner or principal associated with the Location to sign a personal guarantee in favour of Hapana or Stripe in relation to the Payment Services, including if required by Stripe.
e. The Location acknowledges and agrees that Hapana may be liable to Stripe in relation to Fees due and payable by the Customer or the Location under the MSA or this Agreement. Accordingly, Hapana may require (including if required by Stripe) the Location to place funds in reserve or to impose conditions on the release of funds in relation to the Payment Services (Reserve).
f. If a Reserve is payable by the Location, Hapana will provide the Location with notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to the Location.
g. The Location represents and warrants to Hapana that any bank account provided by the Location to Hapana in relation to the Payment Services is:
i. located in the same country in which the Location is domiciled; and
ii. owned or controlled by the Location.
4. Assistance and Compliance with Stripe Services Agreement
a. The Location acknowledges and agrees that Hapana may enforce or exercise Stripe’s rights under this Agreement and the Stripe Services Agreement.
b. The Location must do all things as may be notified by Hapana to the Location from time to time that are required (as determined by Hapana in its sole discretion) in order for Hapana to comply with its obligations under its agreement with Stripe and to allow for the Payment Services to be provided under this Agreement in accordance with the terms and conditions of this Agreement (including these Payment Services Terms).
c. The Location hereby authorises and permits Hapana to receive any necessary notices or forms (including tax invoices) from Stripe in connection with the Payment Services and to provide such notices or forms to the Location and that Stripe is not required to provide such notices or forms directly to the Location.
d. The Location acknowledges and agrees that Stripe may amend the Stripe Services Agreement at any time upon notice to Hapana, the Location (which notice may be provided through email, the relevant account with Stripe, any Stripe dashboard or the Stripe website) and that any such changes will be binding on the Location 7 days after such amendment is made (or a longer period if required by applicable Law). If the Location does not accept any such amendment, it must notify the Customer, Stripe and Hapana and immediately cease using the Payment Services. By continuing to use the Payment Services, the Location agrees that it is consenting to any such amendments. The Location further acknowledge and agree that if Stripe makes any such amendments, then Hapana may be required to (and is entitled) to make any amendments to these Payment Services Terms that are required as a result of such amendments by Stripe.
5. Use of Payment Services
a. The Location acknowledges and agrees that, as between Hapana, on the one hand, and the Location, on the other hand, the Location is solely responsible for:
i. any Activity initiated by or on behalf of the Location (respectively), using its credentials (including any logins, passwords or API keys);
ii. providing support to any client of the Location regarding:
1. a Transaction; and
2. the products, services, support, returns, refunds, and any other matter related to the Location’s business activities.
b. The Location represents and warrants that it will not use or knowingly permit the use of the Payment Services in a manner that is fraudulent, unlawful, deceitful or abusive. The Location must cooperate with Hapana and Stripe to reduce the risk of fraud or other misuse of the Payment Services, including by providing relevant information to Hapana and Stripe.
c. The Location agrees that it is responsible and liable for all Activity on its accounts with Stripe (respectively), whether initiated by it or not (including any Transaction, or any Disputes, Refunds, Reversals, Claims, or Fines (as such terms are defined in the Stripe Services Agreement) associated with such Activity) and use of the Payment Services in a manner that is prohibited by this Agreement (including these Payment Services Terms) and the Stripe Services Agreement. The Location is directly liable to Hapana and Stripe for any of the foregoing, and either Stripe or Hapana may debit these amounts from the Location’s account with Stripe.
d. The Location acknowledges and agrees that where Stripe or Hapana incur any losses based on unauthorised Activity initiated by the Location (or any of their employees or agents), the Location will be financially liable for such losses and that Stripe or Hapana may (i) deduct such loses from the Location’s account with Stripe or (ii) require the Location to immediately pay such losses.
e. Without prejudice to the Location’s obligations under this Agreement and under the Stripe Services Agreement, the Location must obey all Laws applicable to its use of the Payment Services and to any Transactions. The Location must not use the Payment Services to facilitate illegal Transactions or to permit others to use the Payment Services for non-commercial, personal or household purposes.
f. The Location acknowledges and agrees that Hapana or Stripe may respond to and comply with any legal process it believes to be valid, including by delivering or holding funds or data as required by such legal process. Where permitted by Law, Hapana or Stripe will notify the Location of such legal process. Hapana is not responsible for, and the Location hereby releases and indemnifies Hapana from, any loss or claim incurred by the Location arising from Hapana or Stripe’s compliance with any legal process in accordance with this clause.
g. The Location must not, other than as required by the Stripe Services Agreement, grant or assign to any third party any lien on or interest in funds that may be owed under this Agreement until the funds are deposited into the Location’s account.
h. The Location acknowledges and agrees that supply of the Payment Services under this Agreement is subject to the network rules as set out in the Stripe Services Agreement, including such rules provided by Visa, MasterCard, American Express, and Westpac, Cross River Bank, PNC Bank or Wells Fargo Bank (as applicable).
i. The Location must ensure that it does not use the Payment Services in violation of the Stripe Services Agreement or for any activity that is expressly prohibited by the Stripe Services Agreement (including any activities that are listed on the “Restricted Businesses List” set out in the Stripe Services Agreement), or to export the Payment Services to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted list.
j. Hapana or Stripe may from time to time notify the Location of an update to the Stripe Services Agreement (which may require an update to these Payment Services Terms).
k. The Location is responsible for filing any Tax Information Report (as that term is defined in the Stripe Services Agreement) in connection with the Payment Services.
l. If the Location is using the Stripe Tax Services (as defined in the Stripe Services Agreement), the Location acknowledges and agrees:
i. neither Hapana nor Stripe warrant that the Stripe Tax Services will enable the Location to fulfill its obligations under any applicable Law;
ii. the Location remains fully responsible for, and Stripe and Hapana disclaim all liability with respect to:
1. its fulfilment of its obligations under Law, including with respect to Taxes (as defined in the Stripe Services Agreement);
2. verifying the effect of any tax Law interpretations upon which the data and reporting the Location receives through the Stripe Tax Services are based;
3. the accuracy of the Tax calculations the Stripe Tax Services generate, and its obligation to pay any fine, penalty or other sanction imposed by a Governmental Authority (as defined in the Stripe Services Agreement) as a result of these Tax calculations; and
4. its action, or failure to act, as result of any directions or recommendations it receives related to the Stripe Tax Services.
iii. The Location indemnifies each of Hapana and Stripe from all Taxes and related interest, penalties and fees (if any) imposed on Hapana, Stripe or their respective Affiliates as a result of:
1. the Location’s failure to file any Tax Information Report (as defined in the Stripe Services Agreement); or
2. the provision of the Payment Services under the Stripe Services Agreement.
m. If the Location is using the Stripe Terminal Services (as defined in the Stripe Services Agreement), the Location acknowledges and agrees:
i. to the maximum extent permitted by Law, Stripe and Hapana will not be liable to the Location for losses, damages or costs arising out of or relating to the use of a Stripe Terminal Product (as defined in the Stripe Services Agreement) with intermittent, limited or no internet connectivity, including a failure to successfully complete a Transaction (for example, a client swipes a payment card while the Stripe Terminal Product is in “offline” mode, the client departs the place where the Stripe Terminal Product is located, and afterwards an error processing the Transaction occurs or the Transaction is declined for any reason when the Stripe Terminal Product is taken off “offline” mode);
ii. Hapana or Stripe may from time to time provide the Customer notice of an update to the Stripe Terminal Services. Such notice will stipulate whether such update is mandatory, optional or discretionary. The Location must install each mandatory update in relation to the Payment Services by the date or within the time period specified in the relevant notice or, if no time or date is specified, withing 30 days of issuing of the notice by Hapana or Stripe.
iii. if the Location reproduces any part of the Terminal Services Software in accordance with the Stripe Services Agreement, the Location must not reproduce, alter or otherwise deal with any part of the Online Subscription Based Services or the Online Delivery Platform; and
iv. neither Hapana or Stripe will be obligated to provide services or support for any Stripe Terminal Services that rely on a version of the Terminal Services Software (as that term is defined in the Stripe Services Agreement) or Stripe Terminal Product that has not been updated by the Location in accordance with clause 5(j) of these Payment Services Terms.
6. Information and Data
a. In connection with the Payment Services:
i. the Location must ensure (and is solely responsible for) the accuracy and completeness of all data and information that it provides to Stripe or Hapana in connection with any onboarding process or any provisioning of an account with Stripe in connection with the Payment Services;
ii. the Location hereby authorises and permits Hapana and/or Stripe to retrieve information about the Location (including Personal Information) from service providers including credit and information bureaus;
iii. Hapana and/or Stripe may send documents to tax authorities for Transactions processed using the Payment Services, including as required by applicable Law. The Location acknowledges that Hapana and/or Stripe may be required to file periodic informational returns with taxing authorities in relation to the Location’s use of the Payment Services; and
iv. the Location hereby authorises and permits Hapana and/or Stripe to use any Location Data to:
1. provide the Payment Services to the Location;
2. for the purposes of mitigating fraud, avoiding financial loss, or other harm to users, the Customer, the Location and Stripe;
3. to analyse, develop and improve its products, systems, and tools;
4. develop and operate Stripe’s fraud and verification model for the purposes of identifying fraud, and must cooperate with Hapana and Stripe to reduce the risk of fraud and misuse of the Payment Services; and
5. deliver such Location Data to Stripe to facilitate the provision of the Payment Services or otherwise in relation to the Stripe Services Agreement;
v. the Location hereby authorise Hapana to deliver Location Data to Stripe to facilitate the provision of the Payment Services or otherwise in relation to the Stripe Services Agreement, and the Location must not withdraw such authorisation during the Term; and
vi. the Location must notify Stripe and Hapana where it becomes aware that any of the Location’s data is accessed or disclosed without permission.
b. The Location must promptly notify Hapana of any changes affecting the Location, including the nature of its business activities, its tax affairs, its representative, beneficial owners, principals or any other pertinent information. The Location must immediately notify Hapana if:
i. it experiences or anticipates experiencing a change of Control;
ii. it experiences or anticipates experiencing a material change in its business or financial condition, including if it experiences or is likely to be Insolvent;
iii. the regulatory status of the business for which the Location are using the Payment Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or
iv. any regulatory body has notified it that it or its business is the subject of investigative action.
c. The Location warrants and represents that it has all necessary permissions, approvals and consents and has all required notices in place to provide any and all information or data that it provides to Hapana, Stripe and/or any of their Affiliates, agents or contractors in connection with these Payment Services Terms or the provision, receipt or use of the Payment Services in order to allow Hapana and Stripe to handle, use, process and transfer such information and data in accordance with the terms and conditions of this Agreement, including these Payment Terms.
d. If Hapana or Stripe believes that a compromise of data has occurred on the systems of Hapana, the Customer or the Location, Hapana may require the Location to permit an approved third party auditor to audit the security of the Location’s systems and facilities. The Location must fully cooperate with all auditor requests for information or assistance. As between Hapana, on the one hand, and the Location, on the other hand, the Location is responsible for all costs and expenses associated with these audits.
7. Transactions
a. The Location is solely responsible for any losses it incurs due to:
i. erroneous or fraudulent Transactions in connection with its use of the Payment Services;
ii. lost or stolen payment credentials or accounts being used to purchase products or services from the Location; or
iii. any error with any Transaction (including any failure to successfully complete a Transaction) arising out of or relating to the Location’s intermittent, limited or defective internet connection, including any Transactions processed in “offline” mode using a Stripe Terminal Product (as that term is defined in the Stripe Services Agreement).
b. The Location acknowledges and agrees Hapana may issue a reversal of any payment made in relation to a Transaction if requested by Stripe if such payment is made in breach of the Stripe Services Agreement (as determined by Stripe in accordance with the Stripe Services Agreement). The Location agrees that Hapana is not responsible for, and indemnifies and releases Hapana from, any loss or claim arising out of or in connection with any reversal processed by Hapana in accordance with this clause.
c. The Location must notify Hapana of any error with any Transaction within 30 days of the Location becoming aware of such error. If the Location fails to notify Hapana of such an error within this timeframe, the Location waives its right to make any claim against Hapana or Stripe in relation to the relevant Transaction error.
d. Hapana or Stripe may terminate, refuse, condition or suspend performance of any of the Payment Services, including the processing of any Transactions, if it reasonably believes:
i. the Customer is in breach of the MSA as advised by Hapana from time to time;
ii. the Location is in breach of this Agreement, including these Payment Services Terms, or the Stripe Services Agreement (or any relevant Stripe policies);
iii. the Customer’s or the Location’s activities are listed on the “Restricted Businesses List” set out in the Stripe Services Agreement or otherwise reflect negatively on the brand or reputation of Stripe, Hapana or any of their providers, partners, suppliers or other persons involved in the provision of the Payment Services; or
iv. it or Stripe has obtained conflicting information regarding ownership, control or activity of an account used by the Customer or a Location in connection with the Payment Services;
v. it is required to do so in accordance with an applicable Law or order of a court of competent jurisdiction of governmental authority, without needing to determine whether such Law or order is validly issued or enforceable against the Customer or Location (as the case may be);
vi. the account with Stripe used by the Location in the course of utilising the Payment Services has a negative balance;
vii. the Customer or the Location (as applicable) does not do all things required to implement the Payment Services in accordance with Hapana’s or Stripe’s requirements;
viii. the Customer or the Location is engaged in a business, trading practice or activity that presents an unacceptable risk to Hapana or Stripe;
ix. the Customer or the Location’s use of the Payment Services:
1. is or may be harmful to Hapana, Stripe or any third party;
2. presents a level of credit risk that Stripe deems unacceptable;
3. increases, or may increase, the rate of fraud that Stripe observes; or
4. degrades, or may degrade, the security, stability or reliability of the Payment Services or any of Hapana’s or Stripe’s systems; or
x. the performance of such Payment Services:
1. may violate this Agreement, including these Payment Services Terms;
2. may cause the Customer or the Location to breach the Stripe Services Agreement, including any Transaction limits imposed in relation to the Customer’s or the Location’s account with Stripe; or
3. may cause Hapana or Stripe to breach the agreement between Hapana and Stripe.
e. In the event that the account with Stripe used by the Location in the course of utilising the Payment Services has a negative balance, Hapana may charge to the Location a negative balance fee of $100.00 per instance.
f. The Location must maintain appropriate records of all Transactions for a period of at least five (5) years from the date of the relevant Transaction.
8. Termination of the Payment Services
a. Hapana may terminate these Payment Services Terms with respect to the Location if:
i. the Location materially breaches these Payment Services Terms, and if such breach is capable of being cured, the Location fails to cure such breach within 10 days of being notified of the breach; or
ii. Hapana suspends the Payment Services in accordance with clause 7.d of these Payment Services Terms and does not reinstate the Payment Services within 30 days.
b. These Payment Services Terms will terminate immediately upon the termination or expiration of this Agreement.
c. These Payment Services Terms will terminate immediately if Stripe terminates any relevant agreement with Hapana for any reason.
d. These Payment Services Terms will terminate immediately with respect to the Location:
i. upon termination of the Stripe Services Agreement with the Location for any reason; or
ii. if the Location’s user account is closed for any reason or the Location otherwise fails to maintain a user account as required by the Stripe Services Agreement.
9. Effects of Termination of the Payment Services
a. Upon termination of the Payment Services Terms in accordance with clause 8 of these Payment Services Terms:
i. the Location must assist Hapana and Stripe to complete all pending Transactions;
ii. the Location must cease lodging, and Stripe will stop processing, any new Transactions through the Payment Services;
iii. the provision of the Payment Services (including any relevant licences from Stripe) will cease; and
iv. Stripe may (but has no obligation to) delete all Location Data provided by Hapana or the Customer or the Location to Stripe in connection with the Payment Services and stored on the servers of Stripe within 10 days of such termination.
10. Liability, Indemnities and Limitations
a. The Location acknowledges and agrees that:
i. subject to the Location complying with these Payment Services Terms and the Stripe Services Agreement, Hapana is only providing the Location with the ability to access the Payment Services pursuant to this Agreement and Stripe is providing the Payment Services pursuant to the Stripe Services Agreement (which is entered into between Stripe and the Location);
ii. Hapana may be liable to Stripe in connection with the Location’s use of the Payment Services if the Location does not comply with these Payment Services Terms and the Stripe Services Agreement;
iii. the Hapana Stripe Agreement includes certain indemnity obligations for Hapana in relation to the Location’s use of the Payment Services and certain limitations on Stripe’s liability with respect to the provision of the Payment Services;
iv. Hapana has no ability to monitor or control the Location’s use of the Payment Services or non-compliance with these Payment Services Terms and the Stripe Services Agreement; and
v. as a result, the indemnities set out in clause 10(b) and limitations of liability set out in clause 10(c) are reasonable and required to protect Hapana’s legitimate business interests.
b. Accordingly, and without prejudice to the Location’s obligations arising under this Agreement, the Location must indemnify and hold harmless Hapana from any loss or damages or claim payable by Hapana to Stripe arising out of:
i. the Location’s breach of these Payment Service Terms;
ii. the Location’s breach of, or failure to enter into (in a binding manner), the Stripe Services Agreement; or
iii. any taxes and any related interest, penalties and fees in connection with the Payment Services, including any such taxes, related interest, penalties and fees arising as a result of a failure to timely file a Tax Information Report;
iv. any use of the Payment Services in a manner that is illegal or inconsistent with this Agreement (including these Payment Services Terms) and/or the Stripe Services Agreement,
unless such loss or claim is caused by the acts or omissions of Hapana.
c. Without limiting any other provision of this Agreement or the Stripe Services Agreement, the Location acknowledges and agrees:
i. that the Payment Services are provided on an “as is” “as available” basis, without any warranties, express, implied or statutory;
ii. the cumulative liability with respect to the Payment Services of Stripe is limited to the amounts set out in the Stripe Services Agreement;
iii. the cumulative liability with respect to the Payment Services of each of:
1. the Location; and
2. Hapana (and its respective employees, agents, providers, partners, suppliers or other persons involved in the provision of the Payment Services),
is limited to direct damages and in all events will not exceed in the aggregate the amount of Fees paid by the Customer to Hapana for services provided by Hapana to the Location during the twelve (12) month period immediately preceding the event giving rise to the claim for liability;
iv. in no event will either Party or their respective employees, agents, providers, partners, suppliers or other persons involved in the provision of the Payment Services:
1. be liable for any lost profits, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Payment Services, these Payment Services Terms or the Stripe Services Agreement, including the use of, inability to use, or unavailability of the Payment Services; or
2. have any liability or responsibility for (a) personal injury or property damage, of any nature whatsoever, resulting from use of the Payment Services, (b) damage, loss or injury resulting from hacking, tampering or other unauthorised access to, or use of, the Payment Services, including any unauthorised access to or use of third party services used in connection with the Payment Services and/or any personal information stored therein; (c) interruption or cessation of the Payment Services, (d) software bugs, viruses, trojan horses or other harmful code that may be transmitted to or through the Payment Services; (e) errors, inaccuracies or omissions of information, or any damage or losses incurred as a result of errors, inaccuracies or omissions, resulting from the use of the Payment Services; (f) information that is transmitted using the Payment Services that is defamatory, offensive or illegal; and/or (g) conduct of any third party.
d. This clause 10 applies to the maximum extent permitted by law, and applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence, product liability or otherwise), strict liability or any other basis. The limitations apply even if any party has been advised of the possibility of such damage.
Annexure 1 to Payment Services Terms – Stripe Applicable Terms Table
If the Location is domiciled in: | Stripe means: | Stripe Services Agreement means: | Stripe Privacy Policy means: | |
---|---|---|---|---|
i. | Australia | Stripe Payments Australia Pty Ltd (ACN 160 180 343) | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/au/legal/connect-account; and· the Stripe Services Agreement – Australia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/au/legal/ssa. | https://stripe.com/au/privacy |
ii. | United States of America | Stripe, Inc. | · Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/legal/connect-account; and· the Stripe Services Agreement – United States (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/legal/ssa. | https://stripe.com/us/privacy |
iii. | Canada | Stripe Payments Canada, Ltd. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-ca/legal/connect-account; and· the Stripe Services Agreement – Canada (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-ca/legal/ssa. | https://stripe.com/en-ca/privacy |
iv. | Malaysia | Stripe Payments Malaysia Sdn. Bhd. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-my/legal/connect-account; and· the Stripe Services Agreement – Malaysia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-my/legal/ssa. | https://stripe.com/en-my/privacy |
v. | New Zealand | Stripe New Zealand Limited, NZBN: 9429041687628 | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-nz/legal/connect-account; and· the Stripe Services Agreement – NZ (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-nz/legal/ssa. | https://stripe.com/en-nz/privacy |
vi. | Singapore | Stripe Payments Singapore Pte. Ltd. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-sg/legal/connect-account; and· the Stripe Services Agreement – Singapore (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-sg/legal/ssa. | https://stripe.com/en-sg/privacy |
vii. | United Arab Emirates | Stripe Payments Europe, Ltd. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/ae/legal/connect-account; and· the Stripe Services Agreement – UAE (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/ae/legal/ssa. | https://stripe.com/ae/privacy |
viii. | United Kingdom | Where indicated in the Stripe Services Agreement:· Stripe Payments UK, Ltd; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/gb/legal/connect-account; and· the Stripe Services Agreement – United Kingdom (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/gb/legal/ssa. | https://stripe.com/gb/privacy |
ix. | Austria | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/at/legal/connect-account; and· the Stripe Services Agreement – Austria (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/at/legal/ssa. | https://stripe.com/at/privacy |
x. | Belgium | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-be/legal/connect-account; and· the Stripe Services Agreement – Belgium (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-be/legal/ssa. | https://stripe.com/en-be/privacy |
xi. | Bulgaria | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-bg/legal/connect-account; and· the Stripe Services Agreement – Bulgaria (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-bg/legal/ssa. | https://stripe.com/en-bg/privacy |
xii. | Croatia | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-hr/legal/connect-account; and· the Stripe Services Agreement – Croatia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/es-hr/legal/ssa. | https://stripe.com/es-hr/privacy |
xiii. | Republic of Cyprus | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-cy/legal/connect-account; and· the Stripe Services Agreement – Cyprus (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-cy/legal/ssa. | https://stripe.com/en-cy/privacy |
xiv. | Czech Republic | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-cz/legal/connect-account; and· the Stripe Services Agreement – Czechia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-cz/legal/ssa. | https://stripe.com/en-cz/privacy |
xv. | Denmark | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/sv-dk/legal/connect-account; and· the Stripe Services Agreement – Denmark (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/sv-dk/legal/ssa. | https://stripe.com/sv-dk/privacy |
xvi. | Estonia | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-ee/legal/connect-account; and· the Stripe Services Agreement – Estonia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-ee/legal/ssa. | https://stripe.com/en-ee/privacy |
xvii. | Finland | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-fi/legal/connect-account; and· the Stripe Services Agreement – Finland (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-fi/legal/ssa. | https://stripe.com/en-fi/privacy |
xviii. | France | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-fr/legal/connect-account; and· the Stripe Services Agreement – France (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-fr/legal/ssa. | https://stripe.com/en-fr/privacy |
xix. | Germany | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/de/legal/connect-account; and· the Stripe Services Agreement – Germany (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/de/legal/ssa. | https://stripe.com/de/privacy |
xx. | Greece | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-gr/legal/connect-account; and· the Stripe Services Agreement – Greece (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-gr/legal/ssa. | https://stripe.com/en-gr/privacy |
xxi. | Hungary | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-hu/legal/connect-account; and· the Stripe Services Agreement – Hungary (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-hu/legal/ssa. | https://stripe.com/en-hu/privacy |
xxii. | Ireland | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/ie/legal/connect-account; and· the Stripe Services Agreement – Ireland (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/ie/legal/ssa. | https://stripe.com/ie/privacy |
xxiii. | Italy | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-it/legal/connect-account; and· the Stripe Services Agreement – Italia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-it/legal/ssa. | https://stripe.com/en-it/privacy |
xxiv. | Latvia | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-lv/legal/connect-account; and· the Stripe Services Agreement – Latvia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-lv/legal/ssa. | https://stripe.com/en-lv/privacy |
xxv. | Lithuania | Where indicated:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/fr-ca-lt/legal/connect-account; and· the Stripe Services Agreement – Lithuania (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/fr-ca-lt/legal/ssa. | https://stripe.com/fr-ca-lt/privacy |
xxvi. | Luxembourg | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/fr-lu/legal/connect-account; and· the Stripe Services Agreement – Luxembourg (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/fr-lu/legal/ssa. | https://stripe.com/fr-lu/privacy |
xxvii. | Malta | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/es-mt/legal/connect-account; and· the Stripe Services Agreement – Malta (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/es-mt/legal/ssa. | https://stripe.com/es-mt/privacy |
xxviii. | Netherlands | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-nl/legal/connect-account; and· the Stripe Services Agreement – Netherlands (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-nl/legal/ssa. | https://stripe.com/en-nl/privacy |
xxix. | Poland | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-pl/legal/connect-account; and· the Stripe Services Agreement – Poland (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-pl/legal/ssa. | https://stripe.com/en-pl/privacy |
xxx. | Portugal | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-pt/legal/connect-account; and· the Stripe Services Agreement – Portugal (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-pt/legal/ssa. | https://stripe.com/en-pt/privacy |
xxxi. | Romania | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-ro/legal/connect-account; and· the Stripe Services Agreement – Romania (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-ro/legal/ssa. | https://stripe.com/en-ro/privacy |
xxxii. | Slovakia | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-sk/legal/connect-account; and· the Stripe Services Agreement – Slovakia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-sk/legal/ssa. | https://stripe.com/en-sk/privacy |
xxxiii. | Slovenia | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/it-si/legal/connect-account; and· the Stripe Services Agreement – Slovenia (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/it-si/legal/ssa. | https://stripe.com/it-si/privacy |
xxxiv. | Spain | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-es/legal/connect-account; and· the Stripe Services Agreement – Spain (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-es/legal/ssa. | https://stripe.com/en-es/privacy |
xxxv. | Sweden | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-se/legal/connect-account; and· the Stripe Services Agreement – Sweden (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-se/legal/ssa. | https://stripe.com/en-se/privacy |
xxxvi. | Liechtenstein | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/nl-li/legal/connect-account; and· the Stripe Services Agreement – Lichtenstein (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/nl-li/legal/ssa. | https://stripe.com/nl-li/privacy |
xxxvii. | Norway | Where indicated in the Stripe Services Agreement:· Stripe Technology Europe, Limited; and/or· Stripe Payments Europe, Limited. | · the Stripe Connected Account Agreement (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-no/legal/connect-account; and· the Stripe Services Agreement – Norway (including any terms and conditions incorporated by reference therein), which is available at https://stripe.com/en-no/legal/ssa. | https://stripe.com/en-no/privacy |