Merchant Agreement

Vspry connects Merchants to Vspry Consumers to enable such Merchants to accept payments from Vspry Consumers drawn from their investment in the Vspry Live Well Trust (Trust) which is operated by Vspry Australia Limited ABN 41 631 026 330 (Vspry). Vspry also administers a rewards program provided by Vspry Rewards Pty Limited ABN 88 638 677 595 (Rewards Company) with a predominant purpose of promoting the purchase or use of health and wellness services. Vspry also administers an instalment payment platform provided by Vspry Money Pty Limited ABN 88 638 831 857 (PayLater Company) with a predominant purpose of helping customers to spread the cost of health and wellness services over a short period of time. Together with the rest of the Agreement, these terms and conditions govern the relationship between a Vspry Merchant, the Rewards Company, the PayLater Company and Vspry. In addition to these terms and conditions, the Merchant’s Agreement with Vspry, the Rewards Company and the PayLater Company includes the Agreement Form, the Vspry Merchant Fee Schedule, Vspry's General Terms and Conditions and any other annexes and appendices entered into between the Merchant and Vspry. The Merchant is responsible for ensuring that the Merchant’s sales and all transactions are completed in accordance with relevant domestic and international laws and regulations, including by ensuring that the products/services sold are allowed under applicable legislation. The Merchant may only use the Agreement for payments for activities, products or services that have been registered with Vspry and which do not, at the time of the transaction, constitute Prohibited Products or associated with business lines or professions which Vspry does not authorise. The Merchant must have the right of use in respect of the Merchant Outlet from which the products/services are sold.

Requirements of a Vspry Merchant

The Merchant is responsible for ensuring that the device used to access the Vspry Merchant Account is protected from unauthorised access. The device needs to have: (a) firewall protections turned on, (b) up-to-date anti-virus/anti-spyware software, (c) up-to-date operating system software, (d) remote access turned off, (e) file sharing functionality disabled, and (f) password or PIN required to access to the device. The Merchant is responsible for ensuring that users are trained to avoid clicking on unknown or suspicious links, in the practice of logging out of accounts and quit programs at least on a daily basis and turning off access points such as WiFi, Bluetooth, Airdrop and other similar functions when not in use.

Compromising of a Vspry Merchant Account

The Merchant must inform Vspry immediately of any unauthorised access or suspicion of unauthorised access to the Merchant’s Vspry Account. In the event of a compromised Vspry Merchant Account, or reasonably suspected to be compromised, Vspry reserves the right to suspend or terminate this Agreement if reasonably required by Vspry to protect its legitimate commercial interests. The Merchant will be liable for any loss or damage incurred as a result of a compromise if investigations by Vspry reveal that the Merchant did not take reasonable steps to protect their account from unauthorised access. Such investigations as well as the drafting of the associated reports will be performed by a certified data security firm approved by Vspry. The Merchant is obliged to cooperate with and assist Vspry, the chosen data security firm and any relevant public authorities in the event of a compromise or a suspected compromise. While the investigation is ongoing, Vspry is entitled to suspend the Agreement until such time as the investigation is complete and it can be confirmed that the Merchant complies with the security requirements.

Processing of documentation

The Merchant must store all documentation in a proper manner, to protect it from unauthorised access. The Merchant must store the transaction data and the transaction documentation, including Receipts, for a period that is not less than 8 years. The Merchant shall provide Vspry with copies of the transaction documentation (which shall include, as a minimum, names and prices of the products/services in question, evidence that the product/service has been delivered to the Vspry Consumer, Receipt and (if obtained by the Merchant) contact information on the relevant Vspry Consumer) within 7 days of a written request by Vspry. If the transaction documentation in respect of a disputed Vspry Payment is not received within this time-frame, Vspry shall be authorised to credit the Vspry Payment to the Vspry Consumer and set off the amount of that Vspry Payment against any current or future settlement amounts due to the Merchant. The Merchant shall be solely responsible, where applicable, for obtaining any necessary consent for the collection, use, disclosure and transfer of Personal Information. Vspry and the Merchant will each take all commercially reasonable endeavours to ensure that the Personal Information is protected against misuse and loss, or unauthorised access, modification or disclosure and will promptly notify the other parties of any loss of, or any unauthorised disclosure of or access to, the Personal Information. Vspry and the Merchant may each retain records of Vspry Payments for complying with applicable law and internal compliance requirements. Vspry may transfer transaction data, including Personal Information to any of its related bodies corporate.

Use of and rights to trademarks and other intellectual property rights

All rights to the logos and trademarks of Vspry belong to Vspry International Limited, which Vspry has been granted a license to use. Vspry shall own all right, title and interest (including any intellectual property rights) in and to the Vspry Derived Information whether obtained or generated prior to, during, or after the term of this Agreement. Vspry hereby sub-licenses to the Merchant the right to use the logos and trademarks and other intellectual property rights licensed to Vspry by Vspry International Pty Limited solely for the purposes of this Agreement. This license may be modified or revoked by Vspry at any time. The Merchant is entitled to use Vspry’s trademarks solely in connection with its marketing of products and services that can be paid for using a Vspry Wallet. The Merchant must clearly post the logos of Vspry to show that it accepts Vspry as means of payment in accordance with the Vspry Marketing Guidelines. The logos must not be used for any other purpose. The Merchant may obtain and order the logos and stickers for use at the Merchant Outlet and in its marketing materials from www.vspry.com/vsprybrandassets. The logos must always be displayed in their original, correct layout. Images of Consumer Devices used in marketing materials must not contain a valid Vspry Consumer name or details. The use of trademarks must not violate the owners’ rights to the trademarks and must not create the impression that the products and services are sponsored, produced, offered, sold or otherwise supported by Vspry. The Merchant has no other rights such as ownership or intellectual property rights to the logos and trademarks beyond to the above-mentioned right of use. On expiry of the Agreement, the Merchant must cease its use of the trademarks, including in signage, marketing on the Internet or via other media, or any other form of marketing. During the term of this Agreement for the limited purposes of performing the obligations set forth in this Agreement and subject to the terms of this Agreement, the Merchant grants to Vspry a non-exclusive, non-transferable, royalty-free license to use, reproduce, publish, distribute and transmit any of the Merchant’s marketing materials, proprietary indicia or other similar items containing the intellectual property of the Merchant (“Merchant IP”) necessary for Vspry to perform its obligations contemplated by this Agreement and to refer to the name of the Merchant in the public announcement as one of the partners accepting Vspry as a payment method. The Merchant represents and warrants to Vspry that it has obtained all necessary authorities, permissions, approvals and licenses to license the Merchant IP to Vspry and that the Merchant IP does not infringe the intellectual property of any third party.

Merchant marketing information

On or before the time entry into force of this Agreement, and at the subsequent intervals set out in the Vspry Marketing Guidelines during the term of this Agreement, the Merchant shall provide the Merchant Marketing Information to Vspry through the Vspry Marketing Platform in accordance with procedures and requirements as set forth in the Vspry Marketing Guidelines according to instructions by Vspry. The Merchant shall actively manage the Merchant Marketing Information on the Vspry Marketing Platform and ensure that its Merchant Marketing Information remains full, accurate and up-to- date, and also conduct marketing activities using the up-to-date Merchant Marketing Information to increase its visibility and digital foot traffic on the Vspry Marketing Platform in accordance with instructions from Vspry. The Merchant hereby grants to Vspry, a non- exclusive, worldwide, perpetual, non-revocable, non-terminable, royalty-free right and license (including in relation to any intellectual property rights) to use, access, store, reproduce, publish, distribute, modify, aggregate with other information, analyse, transmit and otherwise process the Merchant Marketing Information in connection with or relating to Vspry, Vspry Marketing Platform, Vspry Wallet or Vspry’s apps and websites.

Risk assessment

Vspry reserves the right to perform a risk assessment of the Merchant at any time, including by obtaining credit information relating to the Merchant and its owners, board members, management and authorised signatories, and by requesting the disclosure of financial statements and other information required in order to perform an assessment of the Merchant’s creditworthiness and risk profile. This information may include documentation of necessary licences as well as information about revenue related to pre-payments. The Merchant is obliged to inform its owners, board members, management and authorised signatories that they may be included in a risk assessment of the Merchant. If, on the basis of the risk assessment, Vspry deems it necessary to do so, Vspry may, with immediate effect:

  • require a bank guarantee or other type of guarantee
  • withhold the Merchant’s settlement in whole or in part
  • extend the settlement period for all or parts of the Merchant’s revenue
  • establish a risk and/or charge-back fee that the Merchant will be required to pay
  • amend or terminate the Agreement

As part of ongoing risk assessment, Vspry, or a representative of Vspry may conduct an unannounced physical inspection of the Merchant’s Outlet, to the extent they are relevant to this Agreement, which may include a security assessment and/or a general assessment covering the following areas:

  • The Outlet
  • Internal processes
  • Compliance with all security requirements imposed pursuant to this Agreement

Changes in the Merchant’s circumstances

The Merchant must inform Vspry in writing of any change in the circumstances reported to Vspry with the application for an Agreement or as stated in the Agreement Form itself; in this connection and without limitation, the Merchant must provide Vspry with written notice of changes in:

  • Control of the Merchant
  • The ownership of 25% or more of the Merchant or of the Merchant’s share capital.
  • The Merchant’s management (including its Board of Directors, management and general manager), as well as authorised signatories.
  • The Merchant’s corporate form (e.g. a change from a sole proprietorship to a private company).
  • The Merchant’s line of business.
  • Address, telephone number, mobile number and website address
  • E-mail address
  • Bank account details for crediting of funds
  • The correctness of any representation or warranty given by the Merchant under this Agreement, and
  • any other change in the Merchant’s circumstances of relevance to the Agreement.

In addition, the Merchant must inform Vspry if the Merchant makes significant changes to its business model and services, or its payment and delivery conditions, e.g. prepayment, or if it anticipates significantly increased sales. Changes in accordance with this section may result in a new risk assessment and/or a requirement that a new Agreement be entered into with Vspry. Any change to the settlement account must be documented in writing.

Representations and warranties

The Merchant represents and warrants to Vspry throughout the term of this Agreement that:

  • it is properly registered to do business in all jurisdictions in which it carries on business;
  • it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;
  • it has the authority and legal right to execute and perform this Agreement and to carry out the transactions and its obligations contemplated by this Agreement;
  • this Agreement once executed shall constitute its valid and binding obligations, enforceable in accordance with its terms. No approval or consent of any person or government department or agency is legally or contractually required to be obtained by it in order to enter into this Agreement and perform its obligations here-under;
  • neither (a) the execution of this Agreement, nor (b) the consummation by it of this Agreement will (1) conflict with the articles of association or any other corporate or constitutional document of it, or (2) breach any obligations of it under any contract to which it is a party, or (3) violate any applicable law;
  • there is no litigation, proceeding or investigation of any nature pending or, to its knowledge, threatened against or affecting it or any of its affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement;
  • all products or services sold by it to Vspry Consumers comply with all applicable laws and regulations and are not Prohibited Products;
  • no products or services sold by it to Vspry Consumers infringe upon any third party’s rights and interests, including, without limitation, intellectual property rights and proprietary rights;
  • it adopts business practices that meet a similar standard to Vspry's Modern Slavery Policy; and
  • neither the Merchant nor any of its officers, employees, agents or subcontractors has: (i) committed an offence under the Modern Slavery Act 2018; or (ii) been notified that it is subject to an investigation relating to an alleged offence or prosecution under the Modern Slavery Act 2018; or (iii) is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under the Modern Slavery Act 2018;

Receipts

The Vspry Consumer is entitled to a copy of the Receipt for each Vspry Payment. Once the Vspry Payment has been completed, the Merchant must ensure that the Vspry Consumer receives a Receipt, either in paper form or as an Electronic Receipt, if the Vspry Consumer has consented to receive an Electronic Receipt. Regardless of the type of Receipt, the Receipt must contain at least the following information:

  • The Merchant’s name and address,
  • The Merchant’s ABN or relevant business identifier
  • A description of the products or services provided
  • The amount, and
  • Transaction Date

Approved currencies

Transactions can only be transmitted and settled in the currencies stated in the Agreement Form or otherwise agreed in writing between the Merchant and Vspry.

Submission of transactions to Vspry for settlement.

The Merchant must not send transactions to Vspry for settlement before the products/services have been delivered to the Vspry Consumer, unless both the Vspry Consumer and Vspry have specifically consented to such an arrangement. All transactions are sent to Vspry for settlement via the Vspry merchant account. The Merchant undertakes to reconcile the Vspry merchant account on a daily basis if transactions have been performed. The Merchant is responsible for transaction data sent via the Vspry merchant account being error-free. Vspry may refuse to receive or process transactions with transaction data errors.

Merchant award of Voints

A key element of the Vspry value proposition to Vspry Consumers is the reward for investing in their healthcare and the veterinarian care of their pets. The current minimum levels of Merchant Awards can be found in the Vspry Merchant Fee Schedule.

The Merchant must make a minimum award of Voints

From time-to-time, Vspry will update the minimum award level of Voints to a Consumer by a Merchant. A Merchant will be permitted to make higher awards above the minimum level, up to a maximum level. If the award of Voints is not permissible under law for the product or service that is the subject of a Vspry Payment, the Merchant must contact Vspry prior to processing of the transaction.

Relationship between the Merchant and the Vspry Consumer

The Merchant undertakes to receive and process any claims from Vspry Consumers relating to the product/service. Such claims are to be settled directly between the Merchant and the Vspry Consumer, and should not involve Vspry. Subject to applicable consumer law, the Merchant shall not accept credits, refunds or charge-backs more than 30 days after the Transaction Date and the Merchant shall inform each Vspry Consumer of the 30-day refund-deadline prior to that Vspry Consumer making a Vspry Payment to the Merchant.

Credit a transaction

The Merchant must only credit the Vspry Consumer for a transaction for the purpose of voiding a previous Vspry Payment in whole or in part, e.g. if the customer returns a purchased product. The credit transaction must be identifiable to the original transaction. Credits of purchases made using Vspry Payment methods (previously accepted Vspry Payment) must always be credited to the Vspry Payment method used for the purchase. The amount credited to the Vspry Consumer must not exceed the total amount of the transaction. Credit transactions must be submitted electronically. The Merchant must provide a Receipt for the credit transaction to the Vspry Consumer. Vspry will offset the total amount of the credit and any other costs against future settlements to the Merchant, or will prepare an invoice for the Merchant pertaining to the credit. Previously calculated transaction fees will not be refunded in connection with such credits.

Cancellation of a Vspry Payment

If a Vspry Payment is made in error, the Merchant must cancel the transaction if possible. If it is not possible to cancel the transaction, the Merchant must complete a credit transaction. If this is not possible, the Merchant must contact Vspry.

Fees for use of Vspry Payment methods

If the Merchant, acting in accordance with applicable legislation, charges a fee for Vspry Payments (surcharge), the Merchant must inform the Vspry Consumer accordingly before the transaction is completed.

Fees, Charges, Payments, Awards and Settlements

The prices payable by the Merchant to Vspry are set out in the Agreement Form and in the Vspry Merchant Fee Schedule. Unless otherwise stated, amounts due are payable to Vspry by the Merchant at the time of each transaction by drawing on the Vspry merchant account. Merchant Awards will be debited to the Merchant account at the time of the transaction. Amounts deriving from chargebacks and fees may also be charged to the Vspry Merchant Account. The Merchant will be informed of such transactions. Vspry deducts any fees, disputes that have been upheld, withheld amounts and other receivables from the amount transferred to the Merchant’s bank account. If the Merchant’s Vspry Payments are settled in different currencies and/or across different accounts, Vspry may offset in different currencies and/or offset across different accounts, or draw on the account that the Merchant has specified in the Agreement Form or as advised to Vspry in writing. The Merchant will be informed of such withdrawals. If the Merchant fails to pay an amount due to Vspry, Vspry is entitled to charge interest on the amount due from the due date until such time as payment is made, in accordance with the Vspry Merchant Fee Schedule. If Vspry is unable to offset an amount due in the Merchant’s account with Vspry, or draw on the account specified in the Agreement Form, Vspry may invoice the Merchant for the amount due, or Vspry may request that the Merchant sign a direct debit agreement with its bank, so that the bank can make payments to Vspry in accordance with Vspry’ instructions. Vspry will settle amounts to a Merchant’s bank account no more frequent than once per business day, and only when requested by the Merchant via the Vspry Merchant Account. Settlement delays may occur in connection with local public holidays. Vspry transfers the settlement amount directly to the bank account stated on the Agreement Form or as advised to Vspry in writing. The Merchant must verify that settlements by and payments from Vspry are received and that they are correct. The Merchant must submit a written notice to Vspry if settlement has not taken place as it expects, within 7 days of the transaction date.. If the Merchant has received a payment to which it has no legal claim (regardless of whether such error is attributable to Vspry), this amount must be returned to Vspry immediately. Furthermore, Vspry reserves all rights to withhold settlement if revenue should discontinue without the Merchant having provided notice in this regard, or in the event of deviations relative to the Merchant’s Agreement, with regard to revenue, use of equipment and the products and services sold, as well as prepayments.

Disputes

The Merchant must respond to all Vspry Consumer disputes. If Vspry receives a dispute of a Vspry Payment and Vspry is unable to reject the dispute as unfounded, Vspry will withdraw the full amount plus any fees from the Merchant’s account, or offset it against the Merchant’s settlement from Vspry. If there are insufficient funds in the Merchant’s account or insufficient revenue, Vspry may invoice the Merchant.

Documentation

If Vspry or Vspry asks the Merchant to submit documentation for the Vspry Payment in connection with a dispute raised by the Vspry Consumer, the Merchant must provide Vspry with documentation of the Vspry Payment. If the Merchant fails to provide documentation within 7 days of the request, Vspry may offset or deduct the disputed amount against/ from the Merchant’s account with Vspry. Vspry is not obligated to provide the Merchant with documentation regarding the Vspry Consumer’s dispute.

Monitoring and Fraud

Vspry monitors Vspry Payments and transactions to prevent the perpetration of financial crimes, uphold anti-money laundering and counter-terrorism financing regulatory obligations, and generally protect the interests of Vspry Consumers, Merchants and Vspry's own commercial interests. Vspry likewise monitors any transaction reported as being a dispute, charge-back or case of fraud. The Merchant will be contacted and the matter will be investigated if such monitoring reveals significant deviations from normal activity at the Merchant or within the Merchant’s business line, or if Vspry for any other reason whatsoever, suspects that fraud has occurred at the Merchant, or if the reported level of fraud or disputes is higher than what Vspry considers to be normal. In such cases, the Merchant shall on reasonable prior written notice from Vspry, provide access by Vspry to the Merchant’s premises during normal business hours for the purpose of Vspry conducting onsite reviews of the Merchant’s risk management capabilities and the effectiveness of the Merchant in rejecting transactions related to Prohibited Products, unauthorised payments or otherwise fraudulent transactions and Vspry is furthermore entitled, with immediate effect, to modify the settlement conditions, to withhold settlement, and/or to suspend or terminate the Agreement. Vspry also reserves the right to reverse transactions that Vspry has confirmed as being instances of fraud, provided that the Merchant has not delivered the products or services. Vspry may require the Merchant to implement such measures as may be needed to reduce the number of fraudulent transactions, disputes, charge-backs or credit transactions, etc.. The Merchant must act in accordance with Vspry’ instructions to limit fraud and disputes within the time limit specified (which will not exceed 5 working days). If the number of disputes, charge-backs, fraudulent transactions or credit transactions leads to additional costs for Vspry, e.g. in the form of charges payable by Vspry, Vspry reserves the right to pass such costs on to the Merchant.

Changes to this Agreement

Without prejudice to anything else set out in this Agreement, Vspry may amend the Agreement, including Vspry’s Merchant Fee Schedule, with 30 days’ written notice. Such notice may be issued by e-mail. Shorter notice may be given, if such modification is in response to requirements on the part of public authorities or Vspry, or for important security reasons. The Merchant itself is obliged to inform Vspry of any changes to the Merchant’s e-mail address, and the Merchant assumes liability for the Merchant’s non-receipt of a notice of contractual change in the event that the Merchant has failed to inform Vspry of a change in its e-mail address. In the event that changes to the disadvantage of the Merchant are made to the Agreement, these are considered to have been approved unless the Merchant, acting prior to the date of the change’s entry into force, informs Vspry that the Merchant does not wish to be subject to the new terms of contract. If the Merchant informs Vspry that it does not wish to be subject to the new terms of contract, the Agreement is considered to have terminated on the date on which the new conditions enter into force.

Liability

Under no circumstances will Vspry be liable for any specific, indirect or incidental loss, operating losses, consequential damages, claims by third parties and/or lost data, profits, revenue, customers, goodwill or interest. Notwithstanding the foregoing and without thereby limiting liability, the Merchant will indemnify Vspry for any losses or claims, including claims for damages, and for any complaints, legal proceedings or expenses (including, within reasonable limits, lawyers’ fees), including but not limited to any liability, fine or fee imposed on Vspry as a result of the Merchant’s breach of and/or failure to comply with the Agreement, use of a Vspry Payment method to pay for a Prohibited Product and/or all relevant regulations and legislation applicable to the Merchant. The foregoing applies irrespective of the Agreement being terminated.

Force Majeure

Notwithstanding the foregoing, Vspry is not liable for losses incurred as a result of failure to comply with its obligations in connection with circumstances beyond Vspry’s control. Even in areas where stricter liability rules prevail, Vspry cannot be held responsible for losses incurred as a result of:

  • Breakdown of or lack of access to IT systems, or of damage to the data maintained in these systems as a result of any of the reasons listed below, irrespective of whether Vspry or a third party is responsible for the operation of such systems,
  • a power supply failure or failure in Vspry’s telecommunications systems, legislative or administrative interventions, natural disasters, war, revolution, civil unrest, sabotage, terrorism or vandalism (including virus attacks and computer hacking),
  • strikes, lockouts, boycotts or blockades, regardless of whether the conflict is directed against or was started by Vspry and regardless of the cause of such conflict. The foregoing also applies if the conflict only affects portions of Vspry and other circumstances that are beyond Vspry’s control.

Vspry’s exemption from liability in the event of force majeure does not apply if:

  • Vspry, at the time the Agreement was entered into, should have foreseen the circumstances giving rise to the loss, or if Vspry should have been able to avoid or overcome the cause of the loss or consequences thereof by taking appropriate commercial precautions.
  • the legislation under all circumstances makes Vspry liable for the circumstances giving rise to the loss.

Without prejudice to any limitation of Vspry’s liability set out above, Vspry’s aggregate liability to the Merchant under or in connection with this Agreement shall not exceed the lesser of (i) AUD$100,000, and (ii) the aggregate fees paid by the Merchant to Vspry under this Agreement for the six complete calendar months preceding the date of the first event giving rise to a claim upon which liability is based.

Assignment

Vspry may assign the Agreement to a related entity without the Merchant’s consent. Vspry is entitled, without the Merchant’s consent, to assign the Agreement to a third party if Vspry sells the activities covered by the Agreement to the third party in question, whether in whole or in part. In such cases, the Agreement will continue in force, without changes, with the new owner entering into Vspry’ place as the contracting party. The Merchant is not entitled to assign or in any other way transfer the Agreement to a third party, whether in whole or in part without Vspry’ prior written consent. The same applies to Vspry Payments received under the Agreement.

Termination of the Agreement

Unless otherwise agreed in writing, the Agreement will continue in force until it is terminated by either party. Both parties are entitled to terminate the Agreement with 30 days’ written notice. If the Merchant would like the Agreement to come to an end prior to the expiry of the 30-day notice period, this is possible in exchange for payment of a fee specified in the Vspry Merchant Fee Schedule. If the Merchant winds up its Merchant Outlet, the Merchant must not use the Agreement for Vspry Payments. The Merchant is required to inform Vspry of any such winding-up, and to terminate the Agreement in accordance with the above provisions. Vspry is entitled, with immediate effect, to terminate the Agreement or to amend the terms and conditions stipulated herein with regard to Vspry Payment if:

  • At the time the Agreement was entered into, the Merchant provided inaccurate or incomplete information about the industry in which it is active, or about the Merchant
  • The Merchant failed to provide information regarding changes after conclusion of the Agreement
  • The Merchant is in material breach of the Agreement
  • The Merchant’s breach of the Agreement continues, and such breach is not remedied by the Merchant within the time limit specified in writing by Vspry
  • The number of disputes in which the Merchant is involved is disproportionately large
  • The number of credit transactions that Vspry receives from the Merchant is disproportionately large
  • The Merchant’s activities include illegal activities
  • The Merchant fails to respond to Vspry’s request for information, or fails to implement the necessary precautions in the event of suspected fraud
  • The risk assessment of the Merchant is not satisfactory to Vspry
  • The Merchant becomes subject to debt collection action or is entered in a debtors register
  • Vspry assesses that its exposure regarding the Merchant deviates significantly from what was agreed at formation of the Agreement
  • In Vspry’s opinion, the Merchant’s activities or actions are damaging or may damage the image/reputation of Vspry
  • There is a change in control of the Merchant or a change in the ownership of more than 25% of the Merchant’s share capital
  • The owners or other persons associated with the Merchant appear on sanctions lists
  • The Merchant goes into liquidation, is subject to compulsory winding-up or otherwise ceases trading or commences cessation proceedings
  • The Merchant is declared insolvent, becomes subject to debt relief proceedings, enters into composition proceedings or similar debt relief arrangements, is declared bankrupt or enters into restructuring proceedings.

If the Agreement has not been used for Vspry Payments for six months, Vspry may terminate the Agreement without notice. On expiry of the Agreement, Vspry is entitled to discontinue the Merchant’s access to the Vspry Merchant Account without notice. Even if the Agreement is terminated, it will remain valid in respect of outstanding claims at the time of the Agreement’s expiry. In the event of any termination or expiry pursuant to this Agreement for whatever reason, Vspry may require the establishment of a bank guarantee or provision of other suitable security, or may withhold an appropriate portion of the transaction amount in order to cover any disputes raised Vspry Consumers. Vspry determines the extent of such a bank guarantee or other security. Vspry may refrain from settling submitted transactions until a bank guarantee or other security has been provided. If the Merchant is declared bankrupt, made subject to restructuring proceedings or debt relief proceedings, Vspry may refrain from settling submitted transactions, until such time as a bank guarantee has been established in favour of Vspry.

Duty of confidentiality and disclosure of information

The parties are obliged to treat all information relating to the contractual relationship between the Merchant and Vspry (including the Confidential Information) as confidential. The duty of confidentiality applies unless otherwise agreed and in cases where a party is required to disclose such information by law, regulation or a decision taken by public authority, or where the information in question is already publicly available and this fact cannot be attributed to the other party’s breach of contract. The Merchant acknowledges that the Confidential Information of Vspry is valuable to Vspry and agrees to treat as confidential all Confidential Information received from Vspry in connection this Agreement. The Merchant will not disclose such Confidential Information to any third party except to perform its obligations under this Agreement or as required by applicable law or government authorities, and in each case, the Merchant will, to the extent permitted under applicable law, give Vspry prior notice of such disclosure. Upon termination of this Agreement or at the written request of Vspry, the Merchant will promptly return or destroy all material embodying Confidential Information of Vspry. Notwithstanding the foregoing, the Merchant may retain reasonable copies of Vspry’s Confidential Information to comply with applicable laws or in order to exercise its rights under this Agreement, provided that such retained Confidential Information will not be disclosed or used for any other purposes. Under no circumstances must the Merchant disclose transaction data to a third party (other than Vspry), unless it is necessary to do so in order to correct Vspry Payments or pursuant to mandatory law. Vspry is entitled to disclose information about the Merchant to Vspry, technical subcontractors and other companies, provided that such disclosure is required in order for Vspry to fulfil its obligations under the Agreement. The Merchant gives its consent for Vspry to disclose information about the Merchant (such as contact details, information relating to the Agreement and information on the business relationship with Vspry) to other companies in the same corporate group as Vspry for use in e.g. intra-group reporting, marketing, and in group companies’ sale of products and services. The Merchant shall not issue any press release or make any public announcement pertaining to this Agreement without the prior written consent of Vspry unless required by applicable law binding on the Merchant. This provision also applies once the Agreement has come to an end.

Jurisdiction

The agreement is subject to the laws of the State of Queensland and the Commonwealth of Australia. Any disputes that arise need to brought in a Court in the State of Queensland.

Appendix 1 - Prohibited products and services

  • Provision of regulated health services without proper authorisation and qualification
  • Supply of products and substances without proper authorisation and qualification
  • Supply of therapeutic goods that are not approved by the applicable regulatory body
  • Supply of veterinary medicines that are not approved by the applicable regulatory body
  • Supply of food products that do not meet the food standards imposed by the applicable regulatory body
  • Supply of cosmetics, soaps and chemicals that do not meet the standards imposed by the applicable regulatory body
  • Unlicensed supply of medicinal cannabis products
  • Supply of cigarettes, tobacco and related products
  • Supply of weapons of all types
  • Sale of animals

Appendix 2 - Acceptable Business Lines and Professions

  • Acupuncturist
  • Aged Care Facility
  • Aged Care Services
  • Ambulance Service
  • Anaesthetist
  • Animal Hospital
  • Aromatherapist
  • ATSI Health Practitioner
  • Audiologist
  • Cardiologist
  • Chinese Medicine Practitioner
  • Chiropractor
  • Complimentary Therapist
  • Counsellor and Psychotherapist
  • Dental Prosthetist
  • Dentist
  • Dermatologist
  • Diabetes Educator
  • Dietician
  • Endocrinologist
  • ENT Specialist
  • Exercise Physiologist
  • Fertility Clinician
  • Gastroenterologist and Hepatologist
  • General Practitioner
  • Geneticist
  • Geriatrician
  • Haematologist
  • Hand Therapist
  • Health Insurer
  • Homeopath
  • Hospital - public
  • Hospital - private
  • Hospital - privatised public
  • Hospital - private with overnight treatment
  • Hospital - private with overnight and day-only treatment
  • Hospital - private with day-only treatment
  • Immunologist and Allergist
  • Kinesiologist
  • Myotherapist
  • Naturopath
  • NDIS Registered Provider
  • Nephrologist
  • Neurologist
  • Nuclear Medicine Specialist
  • Nurse (Registered, Clinical or Midwife)
  • Obstetrician and Gynaecologist
  • Occupational Therapist
  • Oncologist
  • Ophthalmologist
  • Optical Dispenser
  • Optometrist
  • Orthodontist
  • Orthoptist
  • Orthotist and Prosthetist
  • Osteopath
  • Otolaryngologist
  • Paramedic
  • Pathologist
  • Paediatrician
  • Pharmacist
  • Pharmacologist
  • Physiotherapist
  • Podiatrist
  • Psychiatrist
  • Psychologist
  • Radiologist
  • Reflexologist
  • Respiratory and Sleep Medicine Specialist
  • Rheumatologist
  • Sexual Health Specialist
  • Skin Cancer Clinician
  • Social Worker
  • Speech Pathologist
  • Surgeon - Cardiothoracic
  • Surgeon - Neurosurgeon
  • Surgeon - Oral and Maxillofacial
  • Surgeon - Orthopaedic
  • Surgeon - Otolaryngology
  • Surgeon - Paediatric
  • Surgeon - Plastic
  • Surgeon - Urologist
  • Surgeon - Vascular
  • Veterinarian

Definitions

Acceptable Business Lines and Professions: Those business lines and professions referred to in Annexure 2.

Agreement: The agreement between the Merchant and Vspry, including the Agreement Form, Vspry's General Terms and Conditions, annexes and appendices, including these terms and conditions and the Vspry Merchant Fee Schedule, each as amended from time to time by Vspry.

Agreement Form: The digital document completed by the Merchant to apply for a Vspry Merchant Account.

AUD: Means the Australian Dollar being the lawful currency of the Commonwealth of Australia.

Chargeback: Reversal of an amount which the Vspry Consumer successfully disputes.

Confidential Information: All non-public, proprietary or other confidential information, whether in oral, written or other form, including but not limited to the content and performance of this Agreement, business plans, capitalisation tables, budgets, financial statements; costs, prices, and marketing plans, contracts and licenses, employee, customer, supplier, shareholder, partner or investor lists, technology, know-how, business processes, trade secrets and business models, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical design, Consumer interfaces and other intellectual property, including that of any customer, supplier or other third party (including the interface technologies, security protocol and certificate to any other website or enterprise provided by Vspry).

Consumer Device: The smartphone or other electronic device of Vspry Consumers used to make Vspry Payments and regarding which the Merchant has entered into an Agreement with Vspry.

Electronic Receipt: A receipt sent to the Vspry Consumer via electronic means.

Merchant: The natural or legal person who has entered into the Agreement with Vspry for the purpose of completing Vspry Payments.

Merchant Award: The transaction between a Vspry Merchant and a Vspry Consumer resulting in the transfer of the agreed amount of Voints to the Consumer using a Vspry Payment method.

Merchant Marketing Information: Marketing information relating to the Merchant available to Vspry Consumers on Vspry’s Brand Assets webpage.

Merchant Outlet: The Merchant’s store, shop, office or practice from which the products/services are provided, as stated in the Agreement Form.

Personal Information: Personal information or data, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or data, processed by Vspry or the Merchant in connection with this Agreement.

Prohibited Products: Any product listed in Appendix 1 (Prohibited Products) as updated from time to time by Vspry.

Receipt: Documentation that the transaction was performed.

Rewards Company: Vspry Rewards Pty Limited or any successor thereof - the company with which the Merchant has entered into the Agreement.

Transaction Data: The data used to initiate and complete a Vspry Payment.

Transaction Date: The date on which the transaction takes place.

Trust: Vspry Live Well Trust

Voints: The unit of measure for value accumulated in a Rewards Account. Vspry Consumers can use Voints to pay for products and services from a Vspry Merchant with 100 Voints equalling AUD $1

Vspry: Vspry Australia Limited or any successor thereof - the company with which the Merchant has entered into the Agreement.

Vspry Consumer: An individual who has completed Vspry’s consumer registration process and has opened a Vspry consumer account.

Vspry Derived Information: Any information relating to or derived from Vspry’s products and services, the Vspry marketing platform, Vspry’s apps and websites, including Vspry Consumer’s or third parties’ access to, use of, or interactions with, any of the foregoing. The term shall include, without limitation, information relating to the number and value of transactions, and Vspry Consumer traffic and viewings of webpages.

Vspry Merchant Fee Schedule: A document that outlines the fees and charges payable by a Vspry Merchant to Vspry, which can be found at www.vspry.com

Vspry General Terms and Conditions: The general terms and conditions under which all Vspry Merchants and Vspry Consumers are bound by in their use of Vspry's products and services.

Vspry Marketing Guidelines: Vspry’s Marketing Guidelines available at www.vspry.com/vsprybrandassets.

Vspry Marketing Platform: Online platforms (including any mobile application) operated by Vspry through which Vspry Consumers may access and view Merchant Marketing Information and/or any other business or marketing information related to the Merchant and/or Vspry.

Vspry Payment: The transaction between a Vspry Consumer and a Vspry Merchant resulting in the transfer of the agreed amount to the Merchant using a Vspry Payment method, along with the award of Voints by the Merchant to the Vspry Consumer.

Vspry Wallet: A Vspry Consumer or Merchant digital wallet provided by Vspry, which has stored value funded through a variety of funding sources and which enables Vspry Consumers and Merchants to initiate and receive debits and credit transactions.

©2019-2020 Vspry Australia Limited ABN 41 631 026 330.

 

Products and services shown on this website are currently not available for sale until such time as various regulatory and licensing approvals have been granted. The information on this website is general in nature and doesn't consider your personal circumstances, so please take the time to make sure that a product or service is right for you.

 

Products and services are issued by different companies. Saving/investment products are issued by Kinsmen Securities Limited ABN 50 100 139 820 AFSL 222650. Hospital cover products are issued by nib health funds limited ABN 83 000 124 381. PayLater products are issued by Vspry Money Pty Limited ABN 88 638 831 857. Merchant products are issued by Vspry Australia Limited ABN 41 631 026 330. Reward products are issued by Vspry Rewards Pty Limited ABN 88 638 677 595.

 

Always read the relevant Product Disclosure Statement, our General Terms, and any product-specific Terms.

 

VSPRY® is a registered trademark of Vspry International Limited. Your health, your way. Be very spry.