Last updated: 29 January 2022
By using Square AU Pty Ltd (ABN 38 167 106 176) (“Square,” “we,” “our,” or “us”) card payment processing services and other payment methods offered to you through Square (“Payment Services”), you agree to be bound by the General Terms of Service (“General Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms) used. If you are using the Payment Services on behalf of a business, you represent to us that you have authority to bind that business to these terms, and you accept these terms as an authorised person on behalf of that business. Payment Services may only be used for business purposes in Australia. Defined terms will have the same meaning as those found in the General Terms, unless otherwise specifically defined in these Payment Terms.
1. Our Role
Square is a payment facilitator that allows you to accept Cards from customers and use other payment methods for the payment for goods and services. We are not a bank and do not offer banking services as defined by the Banking Act 1959 (Cth). Our Payment Services allow you to accept payments from any Australia-issued and most non-Australia issued credit, debit, prepaid, or gift cards (“Cards”) bearing the trademarks of American Express Travel Related Services Company, Inc. (“American Express”), eftpos Payments Australia Limited (“eftpos”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”), as well as through other pyament methods such as Afterpay. You are not required to accept any card brand as a condition of receiving the Payment Services. We may remove or add Cards that we accept at any time upon contemporaneous notice to you. Where any such removal will have a material effect on your existing rights and obligations or the material terms of the Payment Services, we will, to the extent permitted by applicable Law and our agreements with the Networks and acquiring processors, provide you with at least ten (10) days’ advance notice by email.
In order to serve in this role, we must enter into agreements with Networks, processors and Network members that provide acquiring services. Although Square is a participant in the Networks, Square is not a member of any relevant Network. The Networks require that any person that signs up for a Square Account to use Payment Services (a “Seller”) and processes more than Network-specified amounts of Cards sales enter into an agreement directly with a member of their Network. By accepting or otherwise agreeing to these Payment Terms, you agree to the terms and conditions of the “ Commercial Entity Agreement “, effective as of the date you process such specified amounts, or as otherwise required by the Network member(s) providing acquiring services. If you fail to agree to the “Commercial Entity Agreement”, we may suspend or terminate your Square Account (pursuant to Section 37). Similarly, if American Express considers you to be a high value customer, it may require that you maintain your agreement directly with American Express and designate Square as your agent for American Express payments. If that is the case, we will notify you of such requirement.
2. Your Authorisation
In connection with the Payment Services, you authorise us to act as your agent for the purposes of holding, receiving, and disbursing funds on your behalf. Your authorisation permits us to generate an electronic funds transfer to settle the proceeds of each Card transaction that you authorise, less any applicable Fees (as defined in Section 4) (“Proceeds”). Your authorisations will remain in full force and effect until the later of closure or termination of your Square Account, or disbursement of all funds held on your behalf. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback (as defined in Section 18) or Reserve (as defined in Section 14) withheld or applied in accordance with these Payment Terms.
In addition, by using the Payment Services, you authorise us to recover funds from you in accordance with these Terms, any other agreement you have with us or the Direct Debit Request Service Agreement (“Recovery Authorisations”). You grant us Recovery Authorisations for any and all funds you are obligated to pay to us. We may debit any such funds and associated costs, expenses and payments due to us by direct debit in accordance with the terms and conditions of the Direct Debit Request to which you agreed as part of your sign-up for a Square Account and the Direct Debit Request Service Agreement. Recovery Authorisations also include your authorisation of Square to debit, charge, setoff against and otherwise recover funds from any connected Square Account, any Balance (as defined in Section 15), any Reserve (as defined in Section 14) and any payment instrument or bank, depository or other account linked to your Square Account.
In the event that any attempt to recover funds from you should fail, we may make multiple subsequent attempts to recover all or less than all of the full amount that you owe us and/or that belongs to us.
3. Unsupported Industries
You may not use the Payment Services for the following businesses or business activities: (1) any illegal activity or goods; (2) false, misleading or deceptive advertising or marketing; (3) credit counseling or credit repair agencies; (4) credit protection or identity theft protection services; (5) direct marketing or subscription offers or services; (6) infomercial sales; (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries); (8) unauthorised multi-level marketing businesses; (9) inbound or outbound telemarketers; (10) prepaid phone cards or phone services; (11) rebate based businesses; (12) up-sell merchants; (13) betting, including lottery tickets, sports-related gambling, casino gaming chips, off-track betting, and wagers at races; (14) manual or automated cash disbursements; (15) prepaid cards, cheques, insurance or other financial merchandise or services; (16) sales of money-orders or foreign currency; (17) wire transfer money orders; (18) high-risk products and services, including telemarketing sales; (19) automated fuel dispensers; (20) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material); (21) sales of (i) firearms, firearm parts or hardware or ammunition or (ii) weapons and other devices designed to cause physical injury; (22) internet/mail order/telephone order of age restricted products (e.g., tobacco); (23) paraphernalia that may be used for illegal activity; (24) hate or harmful products; (25) escort services; (26) insolvency lawyers or collection agencies engaged in the collection of debt; (27) unsolicited vendors that require immediate payment for the future provision of products or services (e.g., door-to-door sales); (28) timeshare and timeshare maintenance; (29) fulfillment houses; and (30) payment service providers.
In addition, other payment methods that we offer may have additional restirctions. Please review the additional terms for each payment method for further details.
4. Our Fees
You agree to pay the applicable fees listed on our Fee Schedule or the fees as described in your Dashboard for card payment processing (“Fees”) for use of the Payment Services. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in Section 15) in your Square Account. You also grant us Recovery Authorisations to recover any fees you owe us. Subject to the General Terms and these Payment Terms, we reserve the right to change our Fees upon reasonable advance notice and, when we increase our Fees, upon at least ten (10) days’ advance notice by email. You can stop using the Services at any time by deactivating your Square Account without penalty. All Balances and all Fees, charges, and payments collected or paid through the Payment Services are denominated in Australian dollars.
Note that payment processing fees for other payment methods such as Afterpay, are subject to separate fee schedules. Please visit your Dashboard for specific pricing associated with each payment method.
5. Processing Errors
We will attempt to fix processing errors we discover. If an error results in your receipt of fewer funds than you are entitled, we will credit your Square Account for the difference. If an error results in your receipt of more funds than you are entitled, Square may recover the extra funds from you, and you grant us Recovery Authorisations concerning any such processing errors. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be taken to be a waiver of any right to amounts owed to you.
6. Other Payment Methods
In addition to Card acceptance, Square may offer other payment methods to you as part of the Payment Services. We may add or remove such payment methods at any time upon reasonable notice to you. Additional payment methods are subject to additional terms as follows:
Afterpay - Afterpay is a Payment Service provided by Afterpay Australia Pty Ltd or its affiliate that allows you to offer your customers the ability to pay for goods or services in instalments. By enabling and offering Afterpay, you agree to be bound by the Afterpay Merchant Terms and Conditions.
Payment Account Setup
7. Square Account Registration for Payment Services
You must open a Square Account to use the Payment Services and access any Proceeds. You confirm that you are either a legal permanent resident of Australia, an Australian citizen, or a business entity authorised to conduct business by the State(s) in which you operate or, if applicable, by the Commonwealth of Australia. If you open a Square Account as a business or company, you must use the true and accurate business name of your business or company and supply the correct details of its Australian Business Number (ABN) or Australian Company Number (ACN). This name will appear on the credit or debit card statements of your customers for all payments you accept using the Payment Services.
8. Underwriting and Identity Verification
9. Requests for Additional Information and Inspection
Square may request (acting reasonably) additional information from you at any time. For example, Square may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s licence, a business licence, or other information. Square may also ask for permission to inspect your business location, where doing so is reasonably necessary to protect Square’s legitimate business interests. If you refuse any of these requests, your Square Account may be suspended or terminated (pursuant to Section 36).
Use of Your Square Account for Payment Services
10. Access to Proceeds
We will settle Proceeds to your verified bank account or other account approved by Square, subject to the payout schedule described in Section 11. If Square is not able to debit or credit the bank account you link to your Square Account, that bank account will be de-linked from your Square Account, and you will be notified and provided with an opportunity to remedy.
11. Payout Schedule
Square will automatically initiate a payout of Proceeds to your valid, linked Australia bank account at 1 p.m. Australian Eastern Standard Time each business day for transactions received before 12 a.m. (midnight) Australian Eastern Standard Time. You can see the payout schedule for your Proceeds here. If you adjust your business’s close of day to a custom time, Square will group Proceeds for the 24-hour period preceding your custom time and initiate a payout at 1 p.m. Australian Eastern Standard Time the next business day. There are limited circumstances beyond Square’s control where next day transfers might not be available, including (a) Australian national public holidays; (b) where the linked bank account is ineligible for real-time payments; and (c) due to downtime or delay of the New Payments Platform, in which case the payout of your Proceeds will be delayed and you should receive your transfer by the next business day.
12. Availability of Proceeds
If we need to conduct an investigation or resolve any pending dispute related to your use of the Services, we may defer payout or restrict access to your Proceeds related to such investigation or dispute, including potentially all your Proceeds, as applicable, for a period of time reasonably necessary to conduct the investigation or resolve the dispute. We also may defer payout or restrict access to your Proceeds as necessary to comply with applicable Law or court order, or if requested by any governmental entity.
13. Square Account History
When a payment is made to your Square Account, we will update your Square Account activity in your Dashboard and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Square Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by Law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Square Account and your use of the Payment Services, and (b) reconciling all transactional information that is associated with your Square Account. If you believe that there is an error or unauthorised transaction activity is associated with your Square Account, you must contact us immediately.
14. Reserve for Holding Funds
We may withhold funds by temporarily suspending or delaying payouts of Proceeds to you and/or designate an amount of funds that you must maintain in your Square Accounts or in a separate reserve account (a “Reserve”) to secure the performance of your obligations under these Terms or any other agreement between you and Square. Where reasonably practicable to do so and not detrimental to our legitimate business interests, we will provide you with prior notice of any such suspension or delay of Proceeds. We may require a Reserve due to credit or Chargeback risk associated with your use of the Services. The Reserve will be in an amount as reasonably determined by us, in prior consultation with you, where reasonably practicable, to cover potential losses to Square. The Reserve may be reduced, removed or, by not less than seven (7) days’ advance notice, raised at any time by Square, in our reasonable discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Square’s favor, or where it is reasonably necessary to comply with Network Rules (as defined in Section 25) or to protect Square’s legitimate business interests. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Square Accounts, including any funds (a) held in your Square Account or any other account you hold with Square, (b) due to you, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorise us to make any withdrawals or debits from the Reserve or any bank account linked to any of your Square Accounts, upon notice to you, where reasonably practicable, to collect amounts that you owe us. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.
15. Square Account Balances
While you have funds in your Square Account (your “Balance”), your Balance will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). We are responsible for the establishment and maintenance of any pooled account. We will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Payment Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve.
16. Our Set-off Rights; Security Interest
If at any time an amount payable by you under these Terms or any other agreement with Square is due but unpaid, we may withhold payment of any amount that is payable by Square to you until you have made payment of the amount that you owe us. We may set off any amount that you owe us against any amount that we owe you. We may apply any credit balance in your Square Account or any other account you have with us (including, without limitation, any Reserve) in and towards satisfaction of, or payment of, any of your obligations to pay an amount which is then due under these Terms or any other agreement you have with Square.
- any amount standing to the credit of your Square Account;
- any amount standing to the credit of any other account you hold with Square (including without limitation any Reserve);
- any amount standing to the credit of any bank account linked to any of your Square Accounts; and
- any amount payable by Square to you and the benefit of any claim you may have against Square;
to secure payment of any and all amounts payable by you to Square under these Terms or any other agreement you have with Square. You acknowledge that this Section contains security interests for the purposes of the PPSA. You will execute any additional documentation required for us to perfect our security interest in any funds in any accounts, including those funds in the Reserve. These security interests survive for as long as we hold funds in your accounts or in the Reserve. You authorise us to administratively freeze or direct any third party financial institution holding your account to freeze all such accounts to allow us to protect our security interest, charge and set-off rights as provided in this Section.
Your failure to fully pay amounts that you owe us on demand will be a breach of these Terms. You are liable for any of our costs of collection, in addition to any amounts owed, including, without limitation, lawyer’s fees, collection agency fees and applicable interest.
17. Dormant Square Accounts
If you do not process payments through your Square Account for an extended period of time or have not linked a valid bank account, you may have a Balance that is deemed “unclaimed” or “abandoned” under applicable Law. If this occurs, Square will provide you with notice as required by applicable Law and instructions for how to deposit your Balance into your linked bank account. If funds still remain in your Square Account, Square will report and/or escheat such funds as required by applicable Law.
18. Your Liability for Chargebacks
There may be times when your customer may not be the authorised user of the Card or other payment method, or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your Square Accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (c) was not authorised or we reasonably believe that the transaction was not authorised, (d) is allegedly unlawful, suspicious, or in violation of these terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.
19. Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. You grant us Recovery Authorisations concerning Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by a Network or our processor. If you have pending Chargebacks, we may delay payouts from your Square Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that: (a) a Chargeback is processed by the issuer of a customer’s Card due to a customer complaint, in which case we will retain the funds; (b) the period of time under applicable Law by which your customer may dispute that the transaction has expired; or (c) we reasonably determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including lawyer’s fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.
20. Excessive Chargebacks
If we reasonably believe you will incur, or you are incurring, an excessive amount of Chargebacks, including pursuant to relevant thresholds under the Network Rules (as defined in Section 25), we may: (a) establish additional conditions governing your Square Account, which may include, without limitation, (i) establishing new processing fees, (ii) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees and (iii) delaying payouts; or (b) terminate or suspend the Payment Services (pursuant to Section 36).
21. Contesting Chargebacks
You will assist us when reasonably requested, at your reasonable expense, to investigate any of your transactions processed through the Payment Services in connection with a Chargeback. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. We may also use any Content you upload through the Services to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release corresponding reserved funds to your Square Account (except to the extent we may exercise set-off rights under Section 16 in connection with those funds). If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these Terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee equal to Square’s reasonable costs of mediating and/or investigating Chargeback disputes.
Compliance with Network Rules and Laws
22. Restricted Use
You will not act as a payment facilitator or otherwise resell the Payment Services to any third party. You will not use the Payment Services to handle, process or transmit funds for any third party. You also may not use the Payment Services to process cash advances.
23. Unauthorized or Illegal Use
You will only accept Cards for transactions that are allowed by applicable Law. We may decide not to authorise or settle any transaction that you submit to us if we believe that the transaction is in violation of these Terms or any other agreement with Square, or that it exposes you, your customers, other Square Sellers, our processors, the Networks or Square to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your Square Account has been used for an unauthorised, illegal, or criminal purpose, you give us express authorisation to share information about you, your Square Account, and any of your transactions with law enforcement and, as deemed reasonably necessary by Square, our payment processing and financial institution partners.
24. Assignment of Receivables
With the exception of your participation in a merchant cash advance or other similar merchant financing programs offered by Square or any of our affiliates, or as otherwise required by applicable law, you will not assign Card receivables or proceeds due to you under these terms to any third party.
25. Applicable Network Rules
By using the Payment Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Networks (“Network Rules”). The Networks may amend the Network Rules. Square may be required to change these terms in connection with amendments to the Network Rules . Significant portions of the Network Rules are available to the public at https://visa.com, https://www.mastercard.com, https://www.americanexpress.com/merchantopguide and https://www.eftposaustralia.com.au. In the event of inconsistency between a Network Rule and these Payment Terms, and except as otherwise agreed between Square and the Network, the Network Rule shall apply.
You are responsible for determining any and all Taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Payment Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Square specifically disclaims any liability for Taxes.
Words used in this Section 27 that have a defined meaning in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (the “Act”) have the same meaning as in the GST Law (as defined in the Act) unless the context indicates otherwise. Unless expressly included, the consideration for any supply under or in connection with the Terms does not include GST. For this purpose, the Fees listed in the Fee Schedule expressly include GST.
To the extent that any supply made under or in connection with the Terms is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration provided under the Terms for that supply (unless it expressly includes GST) an additional amount equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it refers. Whenever an adjustment event occurs in relation to any taxable supply to which this Section 27 applies: (a) the supplier must determine the amount of the GST component of the consideration payable; and (b) if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by or refunded or credited to the recipient, as applicable.
We will issue a monthly statement, which will comprise a Tax Invoice for supplies made by us in the preceding calendar month. For any taxable supplies not covered by such a statement, the supplier must issue a Tax Invoice to the recipient of a supply to which this Section 27 applies no later than at the time of payment of the GST inclusive consideration for that supply. If either party is entitled under these Terms to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with these Terms, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is the consideration for a creditable acquisition made by the party being reimbursed or indemnified, or by its representative member.
28. Network Logos and Marks
Your use of Network logos and marks (“Network Marks”) is governed by the Network Rules; you must familiarise yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Network Marks. You will not contest the ownership of the Network Marks, and any Network may prohibit you from using its Network Marks for any reason and at any time. Square may require you to make modifications to your Website or other advertising and signage in order to comply with Network Rules related to the Network Marks.
29. PCI Compliance
If you store, process or transmit cardholder data, you will comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as reasonably required by Square or its partners. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.
30. Failure to Comply with Network Rules or Security Standards
Notwithstanding Section 34 of these Payment Terms or Section 16 of the General Terms, you understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any Card information, may result in fines or other losses to Square. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions.
Your Additional Obligations
You will request that your customer enter a PIN for all transactions when your customer is present, unless you permit contactless payment below the applicable monetary threshold, in which case no PIN is required. You acknowledge that it is your responsibility to provide customers with a written receipt, proof of purchase or tax invoice, as appropriate, and we accept no responsibility or liability for the form, content, accuracy or provision of such receipts, proof of purchase or tax invoices. You may use the Services to sign up a customer to receive receipts, proofs of purchase or tax invoices, as appropriate, by email or text message.
32. Customer Service
You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Square Account, payment, Card processing, debiting or crediting.
33. Refunds and Returns
By accepting Card transactions through the Payment Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Square Account in accordance with these Payment Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You can process a refund through your Square Account up to one hundred and twenty (120) days from the day you accepted the payment. If your available Balance is insufficient to cover the refund, Square may exercise any of our rights in Section 2, including withdrawing up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your Square Account or any connected Square Account and credit it back into your customer’s Card. The Fees are also refunded by Square, so the full purchase amount is always returned to your customer. Square has no obligation to accept any returns of any of your goods or services on your behalf.
34. Additional Indemnity
In addition to Section 16 of the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Payment Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you), except to the extent arising from fraud, negligence or wilful misconduct of Square or our directors or officers.
35. Additional Representations, Warranties, and Covenants
In addition to Section 17 of the General Terms, with each Card transaction you process through the Payment Services, you represent, warrant and covenant to us that: (a) the Card transaction represents a bona fide sale; (b) the Card transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfill all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you and your business, including any applicable tax, wage and hour, and tip laws and regulations; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not submitting a transaction involving your own Cards (except for reasonable test swipes).
Termination of Payment Services
36. Termination of Payment Services
Square may at any time suspend payment of funds into your Square Account, suspend your access to funds currently held in your Square Account or terminate your use of the Payment Services: (a) in the circumstances specified in Sections 1, 9 and 20; (b) if you have violated these Payment Terms, the General Terms, any other agreement you have with Square or Square’s publicly available policies; (c) if you pose an unacceptable credit or fraud risk to us; (d) if you provide any false, incomplete, inaccurate, conflicting or misleading information or (e) if you engage in fraudulent or illegal conduct. We will notify you reasonably promptly of a suspension or termination, and where reasonably practicable, we will notify you in advance of a suspension or termination pursuant to (a) through (d) above and provide you a reasonable opportunity to remediate. If we suspend your Square Account or payment of funds into your Square Account, we will let you know the steps you can take in order for us to be able to consider lifting the suspension.
We may terminate these Payment Terms for convenience upon providing at least 30 days’ notice to you. You may terminate these Payment Terms, the General Terms and Additional Terms applicable to your Square Account at any time by deactivating your Square Account without penalty.
If your access to Payment Services has been terminated, you may still be permitted to use Square’s other products, subject to our discretion.
37. Payment Services Upon Closure of Your Square Account
Closure of your Square Account will cancel any pending transactions. Any funds that we are holding for you at the time of closure, less any applicable Fees, will be paid out according to your payout schedule, subject to the other conditions in these Payment Terms. If an investigation is pending at the time you close your Square Account, we may hold your funds as described in Section 14. If you are determined to be entitled to some or all of the funds, we will release those funds to you.
The following sections will survive termination of these Payment Terms, in addition to those that survive under Section 13 of the General Terms: 5 (Processing Errors), 8 (Underwriting and Identity Verification), 10 (Access to Proceeds), 11 (Payout Schedule), 12 (Availability of Proceeds), 13 (Square Account History), 14 (Reserve for Holding Funds), 15 (Square Account Balances), 16 (Our Set-off Rights, Security Interest), 17 (Dormant Square Accounts), 18 (Your Liability for Chargebacks), 19 (Our Collection Rights for Chargebacks), 20 (Excessive Chargebacks), 21 (Contesting Chargebacks), 26 (Taxes), 32 (Customer Service), 35 (Additional Representations, Warranties and Covenants), and 39 (Personal Property Securities Act).
39. Personal Property Securities Act
(a) You acknowledge that under these Payment Terms (including without limitation Sections 15 and 17), you grant Security Interests to us, and you acknowledge that these Payment Terms constitute a Security Agreement for the purposes of the PPSA.
(b) You will do anything reasonably required by us to enable to register our Security Interests on the PPSR, with the priority we require, and to maintain the registrations.
(c) You acknowledge that we may perfect our Security Interests by lodging Financing Statements on the PPSR.
(d) The Security Interests attach to the Secured Property when you have rights in the Secured Property, and the parties confirm that they have not agreed that the Security Interests attach at any later time.
(e) All of the enforcement provisions of Chapter 4 of the PPSA apply to all of the Security Interests created under or referred to in these Payment Terms, except as follows:
section 95 (notice of removal of accession), to the extent that it requires us to give a notice to you;
subsection 121(4) (enforcement of liquid assets – notice to grantor);
section 130 (notice of disposal), to the extent that it requires us to give you a notice;
paragraph 132(3)(d) (contents of statement of account after disposal);
subsection 132(4) (statement of account if no disposal);
section 135 (notice of retention);
section 142 (redemption of collateral); and
section 143 (reinstatement of security agreement).
(f) We do not need to give you any notice under the PPSA (including notice of a Verification Statement) unless the notice is required by the PPSA and that requirement cannot be excluded.
(g) The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPSA) or any other person, any information of the kind described in section 275(1) of the PPSA. You will not authorise the disclosure of any information of the kind described in section 275(1) of the PPSA.
“Financing Statement” means a financing statement within the meaning of the PPSA
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“PPSR” means the Personal Property Securities Register established under Section 147 of the PPSA.
“Security Agreement” means a security agreement within the meaning of the PPSA.
“Security Interest” means a security interest within the meaning of the PPSA.
“Verification Statement” means a verification statement within the meaning of the PPSA.