**NUWA MERCHANT PLATFORM AGREEMENT**

*Master terms with selectable service schedules — Version 6 (Direct Merchant Funds)*

| IMPORTANT: This is a substantive commercial drafting template, not legal advice. It should be reviewed and adapted by an Australian solicitor before use, particularly for payment flows, marketplace operation, privacy, consumer law, unfair contract terms, PPSA registration, data security, tax, and any regulated payment or delivery services. |
| :---- |

# **Agreement Details**

| Agreement Date | \[insert date\] |
| :---- | :---- |
| **NUWA** | NUWA Technology Pty Ltd ACN/ABN \[insert\] of \[insert address\] |
| **Merchant legal name** | \[insert legal entity name\] |
| **Merchant ABN/ACN** | \[insert\] |
| **Trading name / venue** | \[insert\] |
| **Venue address** | \[insert\] |
| **Initial term** | As stated in Schedule 3 |

# **Background**

A. NUWA operates a technology platform for hospitality venues, which may include point-of-sale, kitchen, online ordering, marketplace, booking, loyalty, promotional, customer engagement, artificial intelligence, analytics, payment-integration, delivery-integration and hardware services.

B. The Merchant wishes to use the particular services selected in Schedule 2, on the commercial terms in Schedule 3\.

C. The parties agree that this master agreement applies only to the selected services. A service that is not selected does not apply unless later activated in accordance with clause 3.3.

# **1\. Definitions and interpretation**

1.1 In this Agreement, unless the context indicates otherwise:

**Agreement Date** means the date stated in the Agreement Details or, if none is stated, the date the last party signs.

**AI Output** means content, classifications, forecasts, recommendations, suggested actions, call transcripts, summaries, responses or other output generated wholly or partly using artificial intelligence or automated decision systems.

**Authorised User** means an employee, contractor or representative of the Merchant whom the Merchant permits to access the Platform.

**Business Day** means a day other than a Saturday, Sunday or public holiday in New South Wales.

**Confidential Information** of a party means information disclosed by or on behalf of that party that is by its nature confidential or is identified as confidential, including business, financial, technical, product, pricing, security and customer information, but excluding information described in clause 23.3.

**Customer** means an end customer or prospective customer of the Merchant who interacts with the Merchant or the Platform.

**Customer Data** means Personal Information and other information relating to Customers, orders, bookings, loyalty activity, communications, preferences or transactions.

**Documentation** means user guides, implementation materials, online help and reasonable instructions supplied by NUWA.

**Fees** means all amounts payable under Schedule 3, including subscriptions, setup fees, transaction fees, messaging fees, hardware fees, commissions and third-party pass-through charges.

**Hardware** means any tablet, kiosk, printer, display, terminal, router, stand, accessory or other physical equipment supplied, loaned, rented or sold by NUWA.

**Insolvency Event** means, in relation to a party, bankruptcy, liquidation, the appointment of an administrator, receiver, controller or similar officer, entry into a scheme or arrangement with creditors, being unable to pay debts as they fall due, or any analogous event, except where the event is part of a solvent restructure.

**Loss** means any loss, damage, liability, cost or expense, including reasonable legal costs.

**Marketplace** means the Chewhall consumer marketplace and related discovery channels operated by NUWA.

**Merchant Content** means menus, prices, descriptions, photographs, trademarks, logos, opening hours, policies, promotional material and other content supplied or approved by the Merchant.

**Merchant Data** means Merchant Content, Customer Data and the Merchant's transaction and business records held in the Platform.

**Personal Information** has the meaning given in the Privacy Act 1988 (Cth).

**Platform** means NUWA's hosted software, apps, merchant portal, APIs and related systems.

**PPSA** means the Personal Property Securities Act 2009 (Cth).

**Privacy Policy** means NUWA's privacy policy published at NUWA's website, as updated from time to time in accordance with law.

**Selected Services** means the services selected in Schedule 2 or later added in accordance with this Agreement.

**Term** means the period from the Agreement Date until this Agreement ends under clause 32 or 33\.

**Third-Party Service** means a service, system, platform, processor, carrier, bank, delivery provider or integration not controlled by NUWA.

1.2 Headings are for convenience only. “Including” is not limiting. A reference to legislation includes amendments and replacement legislation. If there is inconsistency, the order of precedence is: a signed variation or order form, Schedule 3, Schedule 2, the service-specific terms in this Agreement, then the remaining terms.

# **2\. Appointment and licence**

2.1 NUWA grants the Merchant a limited, non-exclusive, non-transferable and revocable right for the Term to access and use the Selected Services and Documentation for the Merchant's internal business operations at the approved venue or venues.

2.2 The Merchant must not resell, sublicense, copy, reverse engineer, scrape, circumvent security controls, create derivative works from, or permit unauthorised access to the Platform, except to the extent a restriction is prohibited by law.

2.3 The Merchant is responsible for all activity under its accounts and must ensure that Authorised Users comply with this Agreement. The Merchant must promptly disable access for people who no longer require it.

# **3\. Activation, implementation and changes**

3.1 NUWA will use reasonable efforts to configure and activate the Selected Services using information supplied by the Merchant. Go-live timing depends on the Merchant providing complete and accurate information, access, approvals and compatible systems.

3.2 Before go-live, the Merchant must review and approve its menus, prices, taxes, venue details, ordering rules, booking rules, receipt settings, payment configuration and user permissions. The Merchant is responsible for errors in information it supplies or approves.

3.3 The Merchant may request additional services. Additional services become part of this Agreement when confirmed in writing, selected in an authorised order form, or activated in the merchant portal by an administrator whom the Merchant has authorised to incur charges. NUWA will confirm the applicable fees in writing (which may be electronic) before or promptly after activation, and the Merchant may cancel a portal-activated service within 7 days of that confirmation if it has not materially used the service.

3.4 NUWA may improve or modify the Platform from time to time. NUWA will not materially reduce the core functionality of a paid Selected Service during a prepaid fixed term without providing a reasonable alternative or a right to terminate the affected service and receive a pro-rata refund of prepaid fees for the unused period.

# **4\. Merchant responsibilities**

4.1 The Merchant is solely responsible for operating the venue and for the goods and services it supplies to Customers.

4.2 The Merchant must:

* provide accurate, complete and current business, menu, allergen, price, tax, availability, trading-hour, booking and promotional information;

* comply with food safety, liquor, consumer, privacy, employment, anti-discrimination, marketing and other laws applicable to its business;

* prepare, supply and fulfil orders and bookings safely, accurately and on time;

* maintain appropriate internet connectivity, power, compatible devices and staff training;

* protect login credentials and notify NUWA promptly of suspected unauthorised access;

* not use the Platform for unlawful, fraudulent, deceptive, abusive or infringing activity; and

* obtain all consents and permissions needed for Merchant Content, Customer Data and marketing communications.

4.3 NUWA is not the manufacturer, seller or supplier of the Merchant's food, beverages or venue services, and does not control food preparation, ingredients, allergens, service quality, refunds or venue operations.

4.4 The Merchant must maintain, at its cost, public liability insurance of at least AUD $10,000,000 per occurrence, any insurance required by law (including workers compensation), and, where Hardware is loaned or rented, insurance covering that Hardware for its replacement value. The Merchant must provide certificates of currency on reasonable request.

# **5\. NUWA responsibilities**

5.1 NUWA will provide the Selected Services with due care and skill, subject to the terms of this Agreement, planned maintenance, reasonable usage limits and dependencies outside NUWA's control.

5.2 NUWA will provide reasonable onboarding and standard support as described in Schedule 4\. NUWA may use subcontractors and cloud providers, but remains responsible for its contractual obligations.

5.3 NUWA does not warrant that the Platform will be uninterrupted, error-free or compatible with every device, network, browser or Third-Party Service.

# **6\. Fees, GST and payment**

6.1 The Merchant must pay the Fees in Schedule 3\. Unless stated otherwise, recurring fees are payable monthly in advance and usage-based fees monthly in arrears.

6.2 Fees are exclusive of GST unless expressly stated otherwise. If GST is payable on a taxable supply under this Agreement, the recipient must pay the GST amount in addition to the consideration, on receipt of a valid tax invoice. Terms used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6.3 The Merchant authorises NUWA to debit the nominated payment method for amounts due. If payment fails, NUWA may retry the payment and recover reasonable dishonour or recovery costs.

6.4 NUWA may suspend affected services for undisputed overdue amounts after giving at least 7 days' written notice and a reasonable opportunity to pay.

6.5 NUWA may change month-to-month pricing by giving at least 30 days' notice. For a fixed prepaid term, a price change takes effect on renewal, except that NUWA may pass through increases in taxes, government charges, carrier charges, payment-provider charges or other third-party costs outside NUWA's reasonable control, limited to the actual amount of the increase and on at least 14 days' written notice with reasonable supporting detail.

6.6 The Merchant should raise a billing dispute within 30 days after the relevant invoice, and the parties will work in good faith to resolve it. The Merchant is not prevented from raising a later dispute involving manifest error or fraud. The Merchant must pay undisputed amounts on time.

6.7 NUWA may charge interest on undisputed amounts that remain unpaid 14 days after their due date, at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily, from the due date until payment.

# **7\. Marketplace and venue listing**

7.1 This clause applies only if a Marketplace listing is selected.

7.2 The Merchant authorises NUWA to display Merchant Content, venue details, menus, prices, availability, promotions and other approved information through the Marketplace.

7.3 The Merchant grants NUWA a non-exclusive, worldwide, royalty-free licence during the Term to host, reproduce, format, publish and display Merchant Content solely to provide, promote and improve the Selected Services and the Merchant's presence on them.

7.4 The Merchant remains the seller and supplier of all products and venue services offered through the Marketplace unless Schedule 3 expressly states a different legal model. The Merchant is responsible for order acceptance, preparation, fulfilment, substitutions, cancellations, customer service, refunds and compliance.

7.5 NUWA may moderate, remove or suspend Merchant Content or listings where reasonably necessary to address illegality, misleading content, security, infringement, repeated customer harm, unpaid undisputed fees or a material breach. NUWA will act reasonably and, where practical, give reasons and an opportunity to remedy.

7.6 Marketplace ranking, placement and discovery may depend on relevance, availability, location, quality signals, customer preferences, paid promotion and other factors. NUWA does not guarantee any minimum traffic, orders, ranking or revenue.

# **8\. POS, KDS, kiosk and QR ordering**

8.1 This clause applies to any selected POS, KDS, kiosk, table-ordering or QR-ordering service.

8.2 The Merchant must verify configuration before live use, including tax rates, surcharges, printer routing, kitchen routing, modifiers, product availability, table mapping and staff permissions.

8.3 The Merchant must maintain reasonable fallback procedures for outages, including manual order taking, payment alternatives and kitchen communication where appropriate.

8.4 NUWA is not liable for Loss caused by the Merchant's incorrect configuration, failure to test, incompatible equipment, local network failure or staff misuse, except to the extent caused by NUWA's breach or negligence or to the extent liability cannot lawfully be excluded.

# **9\. Online ordering and order fulfilment**

9.1 This clause applies if online ordering is selected.

9.2 An order becomes binding between the Merchant and Customer when accepted in accordance with the configured workflow. The Merchant may reject an order only for a legitimate reason and must promptly communicate any cancellation and arrange any required refund.

9.3 The Merchant must honour displayed prices and promotions, subject to obvious error and applicable law. The Merchant must clearly disclose mandatory fees, surcharges, minimum order values, cancellation terms and pickup or delivery conditions before checkout.

9.4 Estimated preparation and delivery times are estimates only, but the Merchant must take reasonable steps to meet them and keep Customers informed of material delays.

# **10\. Bookings, waitlists and venue capacity**

10.1 This clause applies if booking or waitlist services are selected.

10.2 The Merchant sets availability, table capacity, booking duration, deposits, cancellation rules, no-show rules and grace periods and must ensure those settings are fair, clear and lawful.

10.3 The Merchant remains responsible for seating decisions, accessibility, overbooking, venue safety and customer communications.

10.4 NUWA does not guarantee that a Customer will attend, arrive on time or provide accurate information.

# **11\. Loyalty, memberships, vouchers and promotions**

11.1 This clause applies to any selected loyalty, membership, voucher or promotion service.

11.2 The Merchant determines eligibility, earning rates, redemption rules, expiry, exclusions, quantities and funding. Unless Schedule 3 states otherwise, the Merchant bears the economic cost of all rewards and discounts it offers.

11.3 The Merchant must ensure promotional terms are clear, not misleading and compliant with law. The Merchant must honour valid rewards and vouchers in accordance with published terms.

11.4 NUWA may apply reasonable fraud controls and may reverse, suspend or investigate suspected duplicate, manipulated, unauthorised or fraudulent loyalty activity.

11.5 On termination, the Merchant must either honour outstanding Merchant-funded rewards for a reasonable disclosed period or implement another lawful transition agreed with NUWA. Customer-facing terms must not misrepresent the status of accrued benefits.

# **12\. Customer CRM, analytics and reporting**

12.1 This clause applies if CRM, analytics or reporting is selected.

12.2 Reports, forecasts, segments and metrics depend on the quality and completeness of available data and may contain delays, estimates or errors. They are business-support tools and not accounting, tax, legal or financial advice.

12.3 The Merchant must independently verify information before making material decisions, regulatory filings, payroll calculations, tax submissions or financial statements.

# **13\. AI services**

13.1 This clause applies to all AI-enabled services, including AI receptionist, AI ordering, AI marketing advisor, automated summaries, recommendations and content generation.

13.2 AI Output may be inaccurate, incomplete, inappropriate or based on limited or outdated information. NUWA does not guarantee that AI Output will be correct, profitable, compliant or suitable for a particular purpose.

13.3 Unless Schedule 2 expressly authorises a defined automated workflow, the Merchant must review and approve AI Output before it is published, communicated to Customers or used for pricing, discounts, staffing, legal compliance, safety, allergens, financial decisions or other material action.

13.4 The Merchant must configure escalation rules and ensure that Customers can reach a human where reasonably necessary, particularly for complaints, emergencies, accessibility requirements, allergens, complex bookings or high-impact decisions.

13.5 The Merchant must not input sensitive, confidential or regulated information into an AI feature unless the feature is approved for that information and the Merchant has authority to do so.

13.6 NUWA may log, review and evaluate AI interactions to provide support, improve quality, investigate incidents and meet legal obligations, in accordance with the Privacy Policy and applicable law.

13.7 NUWA will not use the Merchant's Confidential Information or Customer Data to train AI models in a manner that reproduces or discloses that information to other customers, other than in aggregated or de-identified form under clause 20.3.

# **14\. AI marketing advisor and campaigns**

14.1 This clause applies if AI Marketing Advisor or campaign automation is selected.

14.2 The service may analyse operational, customer, campaign and contextual data to identify opportunities and recommend audiences, timing, channels, offers and content.

14.3 A recommendation is advisory and does not guarantee incremental revenue, profitability or customer response. The Merchant is responsible for reviewing margin impact, offer conditions, inventory, capacity, brand suitability and legal compliance.

14.4 Unless the Merchant has expressly enabled an approved auto-execution rule, campaigns require Merchant approval before launch.

14.5 NUWA may provide estimated outcomes or attribution, but those estimates may be affected by seasonality, weather, external events, incomplete data and other factors.

# **15\. Electronic marketing and customer communications**

15.1 This clause applies where email, SMS, push notification, in-app messaging or other marketing communications are selected.

15.2 The Merchant warrants that it has a lawful basis and all required consent under the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth) and other applicable law to send each communication and to use the relevant Customer Data for that purpose.

15.3 The Merchant must not send misleading, deceptive, unlawful, discriminatory, offensive or spam communications.

15.4 Commercial electronic messages must identify the sender, include accurate contact details and provide a functional unsubscribe mechanism where required. The Merchant must honour opt-outs promptly and must not attempt to circumvent suppression lists.

15.5 NUWA may maintain suppression records and block campaigns that reasonably appear unlawful or likely to cause material harm, complaints, provider sanctions or reputational damage.

15.6 Service messages that contain marketing content may be treated as commercial messages. The Merchant is responsible for approving message classification and content.

# **16\. Payment integration and service fees**

16.1 This clause applies if online payment processing, payment terminal integration or another payment integration is selected.

16.2 Customer payments are processed by an approved Third-Party Service. The Merchant must establish and maintain its own merchant or connected account with that provider and comply with the provider's onboarding, identity verification, chargeback, reserve, prohibited-business and other applicable requirements.

16.3 The Merchant is the seller and merchant of record for all goods and services supplied by the Merchant. The Merchant is responsible for pricing, taxes, receipts, refunds, disputes, chargebacks, fraud, fulfilment and Customer claims relating to those sales. NUWA does not act as merchant of record for the Merchant's sales.

16.4 The payment provider will route the net proceeds of each Customer transaction directly to the Merchant's nominated merchant account or bank account. NUWA does not receive, hold, control or settle the Merchant's sale proceeds, except that the payment provider may separately allocate or deduct NUWA's agreed platform, transaction or service Fees as part of the payment flow where authorised by the Merchant and permitted by the provider. NUWA will make available itemised reporting of any Fees allocated or deducted in this way.

16.5 Settlement of Merchant sale proceeds is performed directly by the payment provider and is subject to that provider's settlement timetable, fraud controls, reserves, weekends, public holidays, banking systems and verification requirements. NUWA is not responsible for settlement delays, holds or reserves imposed by the payment provider, but will provide reasonable assistance with integration-related enquiries.

16.6 NUWA's Fees are payable as stated in Schedule 3\. Where the payment provider cannot automatically allocate NUWA's Fees, NUWA may invoice the Merchant or debit the Merchant's nominated payment method in accordance with clause 6\. The Merchant must not impose a payment surcharge exceeding its permitted cost of acceptance or otherwise breach applicable payment-surcharge laws.

# **17\. Delivery integrations**

17.1 This clause applies if delivery integration is selected.

17.2 Delivery is performed by the selected third-party delivery provider under its own terms. Quotes may expire or change if pickup, drop-off, distance, waiting time, order details or other circumstances change.

17.3 The Merchant is responsible for accurate pickup information, suitable packaging, lawful and safe products, timely handover and resolving issues arising from preparation or packaging.

17.4 NUWA is not responsible for a delivery provider's acts, delays, cancellations, driver conduct, loss or price adjustments, except to the extent NUWA caused the issue or liability cannot lawfully be excluded.

17.5 Any allocation of delivery cost between NUWA, the Merchant and Customer must be stated in Schedule 3 or the checkout configuration.

# **18\. Hardware, title, risk and PPSA**

18.1 This clause applies if Hardware is supplied.

18.2 Risk in Hardware passes to the Merchant on delivery. Title in purchased Hardware passes to the Merchant only after full payment. Loaned or rented Hardware remains NUWA's property at all times.

18.3 The Merchant must keep loaned or rented Hardware secure, use it only for its intended purpose, not remove ownership labels, and return it in reasonable condition, fair wear and tear excepted, within 14 days after request or termination. If it is not returned within that period, NUWA may invoice the Merchant the replacement value stated in Schedule 5 (or, if none, a reasonable replacement value).

18.4 The Merchant bears the risk of loss, theft or damage to Hardware in its possession, except for inherent defects or damage caused by NUWA.

18.5 Manufacturer warranties apply where available. Nothing in this Agreement excludes non-excludable consumer guarantees or other statutory rights.

18.6 NUWA may remotely manage, update, diagnose or secure supported Hardware used with the Platform, provided this is done reasonably and in accordance with privacy and security obligations.

18.7 The Merchant acknowledges that this Agreement may create a security interest under the PPSA in loaned or rented Hardware (as a PPS lease) and in purchased Hardware until title passes (as a purchase money security interest), together with proceeds. The Merchant consents to NUWA registering financing statements on the Personal Property Securities Register and must do anything NUWA reasonably requires to perfect, maintain or enforce its security interest.

18.8 To the extent permitted by section 115 of the PPSA, the parties contract out of the enforcement provisions listed in that section, and the Merchant waives its right under section 157 to receive notice of any verification statement.

18.9 The Merchant must not sell, lease, encumber or part with possession of Hardware that NUWA owns or in which NUWA holds a security interest, other than in the ordinary course of returning it to NUWA.

# **19\. Third-party services and integrations**

19.1 Third-Party Services are governed by their own terms and privacy practices. NUWA does not control them and is not responsible for their availability, changes or conduct.

19.2 NUWA may disable an integration where reasonably necessary for security, legal compliance, provider requirements or technical stability.

19.3 If a Third-Party Service materially changes or discontinues an integration, NUWA will use reasonable efforts to provide notice and, where commercially feasible, an alternative. NUWA is not required to continue an integration on materially uneconomic or unsafe terms.

# **20\. Data ownership, access and use**

20.1 As between the parties, the Merchant retains ownership of Merchant Content and the Merchant's business records. Customers retain their rights in their Personal Information.

20.2 The Merchant grants NUWA the rights necessary to host, copy, transform, transmit, analyse and otherwise process Merchant Data to provide, secure, support and improve the Selected Services and to comply with law.

20.3 NUWA may create and use aggregated or de-identified information that does not reasonably identify the Merchant or an individual, for analytics, benchmarking, service improvement, fraud prevention and product development.

20.4 The Merchant may export commonly available Merchant Data using available tools during the Term. On written request made within 60 days after termination, NUWA will provide a standard-format export of the Merchant's Merchant Data at no charge within a reasonable period. NUWA may charge reasonable pre-agreed fees for non-standard extraction or transformation work. NUWA will not withhold an export because of a genuinely disputed amount.

20.5 NUWA may retain data after termination where required by law, for backups, dispute management, security, fraud prevention or legitimate business records, subject to applicable privacy obligations, and will otherwise delete or de-identify Merchant Data within a reasonable period in accordance with its retention practices.

# **21\. Privacy and data protection**

21.1 Each party must comply with privacy laws applicable to it, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles where applicable.

21.2 The Merchant is responsible for providing appropriate privacy notices to Customers and for ensuring its collection instructions and marketing activities are lawful.

21.3 NUWA will handle Customer Data in accordance with this Agreement and the Privacy Policy, will not sell Personal Information, and will maintain reasonable technical and organisational safeguards appropriate to the nature of the information and the risks involved.

21.4 Each party must notify the other without undue delay after becoming aware of a confirmed or reasonably suspected data incident affecting data processed under this Agreement, where the incident is likely to require investigation, customer communication or notification under the Notifiable Data Breaches scheme in Part IIIC of the Privacy Act 1988 (Cth) or other law.

21.5 The parties will reasonably cooperate in investigating and responding to a data incident. Responsibility for notifications and costs will be allocated according to legal responsibility and contribution to the incident.

21.6 NUWA may process data through reputable service providers in Australia or overseas. Where applicable, NUWA will take the steps required by law in relation to overseas disclosures, including under Australian Privacy Principle 8\.

# **22\. Security**

22.1 NUWA will maintain reasonable security measures for the Platform, including access controls, encryption in transit and monitoring appropriate to the services. The Merchant acknowledges that no system is completely secure.

22.2 The Merchant must use strong authentication, limit administrator access, apply device updates, secure local networks, train staff and promptly report suspicious activity.

22.3 NUWA may temporarily restrict access where reasonably necessary to investigate or contain a security threat. NUWA will restore access as soon as reasonably practicable.

# **23\. Confidentiality**

23.1 Each party must keep the other party's Confidential Information confidential and use it only to perform or receive services under this Agreement.

23.2 A recipient may disclose Confidential Information to personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations, or where required by law or a regulator (with prior notice to the discloser where lawful and practicable).

23.3 Confidential Information does not include information that is public other than through breach, already lawfully known, independently developed, or lawfully received from a third party without restriction.

23.4 These obligations continue for five years after termination, and indefinitely for trade secrets and Personal Information to the extent required by law. Each party acknowledges that damages may be an inadequate remedy for breach of this clause and that the other party may seek injunctive relief.

# **24\. Intellectual property and feedback**

24.1 NUWA and its licensors retain all rights in the Platform, software, APIs, Documentation, designs, algorithms, models, workflows, trademarks and improvements.

24.2 No ownership transfers to the Merchant except ownership of purchased Hardware (on full payment) and the Merchant's own content and records.

24.3 If the Merchant provides suggestions or feedback, NUWA may use it without restriction or payment, provided NUWA does not identify the Merchant publicly without consent.

# **25\. Publicity and branding**

25.1 NUWA may identify the Merchant as a customer and display its name and logo in the Marketplace and service interfaces as necessary to provide the Selected Services.

25.2 Any broader case study, testimonial, press release or external marketing use requires the Merchant's prior approval, not to be unreasonably withheld where the content is accurate and non-confidential.

# **26\. Support, maintenance and service levels**

26.1 Standard support and any service targets are described in Schedule 4\. Service levels are targets rather than guarantees unless Schedule 4 expressly provides a service credit.

26.2 Planned maintenance will, where practical, occur outside peak usage periods with advance notice. Emergency maintenance may occur without notice where necessary for security or stability.

26.3 The Merchant must provide reasonable diagnostic information and cooperate with troubleshooting. NUWA is not responsible for delays caused by missing access, unsupported configurations or Third-Party Services.

# **27\. Records and audit cooperation**

27.1 Each party must maintain records reasonably necessary to verify Fees, settlements, promotions, Customer consents and compliance with this Agreement, for at least 7 years or any longer period required by law.

27.2 On reasonable notice, a party may request information necessary to investigate a material billing, security, privacy or compliance issue. Requests must be proportionate and protect confidentiality.

# **28\. Warranties and Australian Consumer Law**

28.1 Each party warrants that it has authority to enter into this Agreement and that its performance will not breach any obligation to a third party.

28.2 The Merchant warrants that Merchant Content and its use instructions do not infringe third-party rights or breach law.

28.3 To the extent permitted by law, all terms implied by law are excluded. However, nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law.

28.4 Where a non-excludable guarantee applies and NUWA is permitted to limit its liability under section 64A of the Australian Consumer Law, NUWA's liability is limited, at NUWA's option: for services, to supplying the services again or paying the cost of having them supplied again; and for goods, to replacing or repairing the goods, supplying equivalent goods, or paying the cost of replacement or repair. This limitation does not apply where it would not be fair or reasonable for NUWA to rely on it.

# **29\. Indemnities**

29.1 The Merchant indemnifies NUWA against Loss arising from third-party claims relating to the Merchant's food, products, venue operations, Merchant Content, unlawful marketing, breach of privacy obligations, failure to fulfil orders or bookings, or breach of this Agreement, except to the extent the Loss was caused or contributed to by NUWA.

29.2 NUWA indemnifies the Merchant against Loss arising from a third-party claim that the unmodified Platform, when used as authorised, infringes Australian intellectual property rights, except where the claim arises from Merchant Content, unauthorised use, modification, combination with other systems, or continued use after NUWA provides a non-infringing alternative. If such a claim arises, NUWA may procure the right for the Merchant to continue use, modify or replace the affected component, or terminate the affected service and refund prepaid unused fees.

29.3 The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, take reasonable steps to mitigate, and allow the indemnifying party to control the defence and settlement, provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without its consent.

# **30\. Limitation of liability**

30.1 Nothing in this Agreement limits liability for fraud or wilful misconduct, death or personal injury caused by negligence, breach of clause 23 (Confidentiality), a party's indemnity obligations under clause 29, the Merchant's obligation to pay Fees, or liability that cannot lawfully be limited.

30.2 Subject to clause 30.1, neither party is liable to the other for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill or business reputation, loss of business opportunity, loss or corruption of data (beyond the reasonable cost of restoration from available backups), or any indirect or consequential loss, however arising, even if the party was aware of the possibility of that loss.

30.3 Subject to clauses 30.1 and 30.2, each party's aggregate liability for all claims arising in any 12-month period is capped at the greater of: (a) the Fees paid or payable by the Merchant for the affected Selected Services in that period; and (b) AUD $10,000. If Schedule 3 states a different negotiated cap, that cap applies.

30.4 These limitations apply whether liability arises in contract, tort (including negligence), statute or otherwise, but only to the extent permitted by law. Each party must take reasonable steps to mitigate its loss.

# **31\. Suspension**

31.1 NUWA may suspend some or all services where reasonably necessary because of overdue undisputed Fees, security risk, fraud, unlawful use, repeated material customer harm, a direction of a payment or infrastructure provider, or material breach.

31.2 Except in urgent circumstances, NUWA will give notice, reasons and a reasonable opportunity to remedy before suspension.

31.3 Suspension must be proportionate and limited to what is reasonably necessary. NUWA will restore services promptly when the reason is resolved. Suspension does not relieve the Merchant of its payment obligations for unaffected services, and NUWA will not charge subscription fees for a service during any period it is suspended solely due to NUWA's error.

# **32\. Term and renewal**

32.1 This Agreement begins on the Agreement Date. The initial term is stated in Schedule 3\.

32.2 Unless Schedule 3 states otherwise, after the initial term the Agreement continues month-to-month until terminated under clause 33\.

32.3 If an automatic renewal for another fixed term applies, Schedule 3 must state the renewal period and NUWA must give the Merchant written notice at least 30 days before the renewal date, stating the renewal term, any material price change and how to opt out.

# **33\. Termination**

33.1 Either party may terminate a month-to-month Agreement on 30 days' written notice.

33.2 Either party may terminate this Agreement, or an affected Selected Service, at any time by written notice if: (a) the other party commits a material breach that is not remedied within 14 days after written notice; (b) to the extent permitted by law, an Insolvency Event occurs in relation to the other party; or (c) the other party engages in fraud, serious unlawful conduct or a serious security or confidentiality breach.

33.3 The Merchant may terminate an affected service on written notice if NUWA materially reduces it and does not provide a reasonable alternative, or if a prolonged outage materially prevents use and is not remedied within a reasonable period, and in either case NUWA will refund prepaid fees for the unused period of that service.

33.4 Termination does not affect accrued rights. The Merchant must pay Fees accrued to the termination date and any agreed early termination amount in Schedule 3, but no early termination amount may operate as a penalty or require payment beyond a genuine pre-estimate of NUWA's unrecovered costs and reasonable loss.

33.5 On termination: access to the Selected Services ceases; loaned and rented Hardware must be returned under clause 18.3; each party must return or destroy the other's Confidential Information subject to lawful retention; and clause 20.4 applies to data export.

# **34\. Disputes**

34.1 A party claiming a dispute must give written notice describing the issue and desired resolution. Senior representatives must meet or confer in good faith within 10 Business Days.

34.2 If the dispute is unresolved within 20 Business Days after the dispute notice, the parties must refer it to mediation in Sydney before a mediator agreed by the parties or, failing agreement within 7 days, appointed by the Resolution Institute, with costs shared equally. Neither party may commence court proceedings until mediation has occurred or has failed to occur within 30 days of referral through no fault of that party.

34.3 Nothing prevents urgent injunctive or equitable relief, debt recovery for undisputed amounts, or a complaint to a regulator.

# **35\. Notices**

35.1 Notices must be in writing and sent to the contact details in Schedule 1 or an updated address notified in writing. A notice is taken to be received: if delivered by hand, on delivery; if posted within Australia, on the 5th Business Day after posting; and if sent by email, on the next Business Day after sending unless the sender receives an automated delivery failure.

# **36\. General**

36.1 Neither party may assign this Agreement without the other's consent, not to be unreasonably withheld, except to a related body corporate or as part of a bona fide sale, merger or restructure, provided the assignee is reasonably capable of performing the obligations.

36.2 Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party must mitigate the effects and keep the other informed. If a force majeure event continues for more than 60 days, either party may terminate the affected services on written notice and NUWA will refund prepaid fees for the unused period.

36.3 This Agreement is the entire agreement about its subject matter and replaces prior discussions. A variation must be in writing and signed or accepted through an authorised electronic process.

36.4 If a provision is invalid or unenforceable, it is read down or severed to the minimum extent necessary. Failure or delay in enforcing a right is not a waiver.

36.5 The parties are independent contractors. Nothing creates a partnership, employment, fiduciary or agency relationship, except any expressly stated limited authority.

36.6 This Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that State.

36.7 This Agreement may be signed in counterparts, including by electronic signature.

36.8 Clauses 1, 6 (for accrued Fees), 13.7, 18 (until Hardware is returned or paid for), 20.4, 20.5, 21, 23, 24, 27, 28, 29, 30, 33.4, 33.5, 34, 35 and 36 survive termination or expiry of this Agreement, together with any other provision that by its nature survives.

# **Schedule 1 — Merchant and venue details**

| Merchant legal name |  |
| :---- | :---- |
| **ABN / ACN** |  |
| **Trading name** |  |
| **Venue address** |  |
| **Billing address** |  |
| **Primary contact** |  |
| **Email** |  |
| **Phone** |  |
| **Accounts contact** |  |
| **Technical contact** |  |
| **Privacy contact** |  |
| **Nominated payment method** |  |

# **Schedule 2 — Selected services**

Tick each service that applies. Strike through or leave unticked services that do not apply. Any service-specific clause applies only where the corresponding service is selected.

☐  Core Merchant Portal

☐  Point of Sale (POS)

☐  Kitchen Display System (KDS)

☐  QR / table ordering

☐  Self-service kiosk

☐  Online ordering website

☐  Chewhall marketplace listing

☐  Pickup ordering

☐  Delivery ordering / integration

☐  Booking management

☐  Waitlist management

☐  Loyalty program

☐  Voucher and promotion engine

☐  Digital membership

☐  Customer CRM

☐  Push notifications

☐  Email marketing

☐  SMS notifications

☐  AI receptionist / phone assistant

☐  AI ordering assistant

☐  AI Marketing Advisor

☐  Analytics and reporting

☐  Payment terminal integration

☐  Online payment processing

☐  Hardware purchase

☐  Hardware rental / loan

☐  Professional services / custom integration

☐  Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# **Schedule 3 — Commercial terms**

| Setup / onboarding fee | $\_\_\_\_\_\_\_\_\_\_ |
| :---- | :---- |
| **Monthly subscription** | $\_\_\_\_\_\_\_\_\_\_ |
| **Additional venue fee** | $\_\_\_\_\_\_\_\_\_\_ |
| **Marketplace commission** | \_\_\_\_\_\_\_\_\_\_ % / not applicable |
| **Online ordering fee** | \_\_\_\_\_\_\_\_\_\_ |
| **NUWA service / transaction fee** | \_\_\_\_\_\_\_\_\_\_ plus third-party processing fees |
| **SMS fee** | At cost / $\_\_\_\_\_\_\_\_\_\_ per message |
| **Delivery integration fee** | \_\_\_\_\_\_\_\_\_\_ |
| **Hardware purchase price** | $\_\_\_\_\_\_\_\_\_\_ |
| **Hardware rental** | $\_\_\_\_\_\_\_\_\_\_ per month |
| **Deposit** | $\_\_\_\_\_\_\_\_\_\_ |
| **Professional services rate** | $\_\_\_\_\_\_\_\_\_\_ per hour/day |
| **Initial term** | \_\_\_\_\_\_\_\_\_\_ months / month-to-month |
| **Renewal** | Month-to-month / \_\_\_\_\_\_\_\_\_\_ |
| **Notice period** | 30 days / \_\_\_\_\_\_\_\_\_\_ |
| **Early termination amount** | None / $\_\_\_\_\_\_\_\_\_\_ (see clause 33.4) |
| **Liability cap variation** | None / $\_\_\_\_\_\_\_\_\_\_ |
| **Support plan** | Standard / Premium / Custom |
| **Special conditions** | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |

# **Schedule 4 — Support and service arrangements**

Unless otherwise stated below, standard support is provided during NUWA's published business support hours through the designated support channels.

* Priority 1 — Platform unavailable or critical business operations materially blocked: target initial response within 2 business hours during support hours.

* Priority 2 — Major function materially impaired with a workaround unavailable: target initial response within 4 business hours.

* Priority 3 — Non-critical fault or degraded feature: target initial response within 1 Business Day.

* Priority 4 — Question, configuration request or enhancement: target initial response within 2 Business Days.

* Targets exclude issues caused by local internet, unsupported devices, Merchant configuration or Third-Party Services, although NUWA will provide reasonable diagnostic assistance.

Custom support commitments or service credits (if any): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# **Schedule 5 — Hardware register**

| Item | Serial number | Purchase / loan | Price / monthly fee | Replacement value | Return required |
| :---- | :---- | :---- | :---- | :---- | :---- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |

# **Schedule 6 — Data and marketing configuration**

☐  Merchant authorises customer service messages through selected channels.

☐  Merchant authorises marketing messages only to Customers with valid consent or another lawful basis.

☐  Merchant requires approval before every campaign launch.

☐  Merchant enables approved automated campaigns under documented rules.

☐  Merchant authorises use of de-identified and aggregated data for benchmarking and product improvement.

☐  Other configuration: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# **Execution**

By signing, each signatory confirms that they are authorised to bind the relevant party and that the parties agree to this Agreement, including the completed Schedules.

| Signed for NUWA Technology Pty Ltd | Signed for the Merchant |
| :---- | :---- |
| Name:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | Name:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Title:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | Title:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Signature:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | Signature:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Date:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | Date:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Email:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ | Email:  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |

# **Drafting notes for solicitor review (not part of the operative agreement)**

* Confirm the selected payment provider, connected-account arrangement, direct routing of Merchant sale proceeds, and the mechanism used to collect NUWA's service Fees.

* Register PPSA financing statements for loaned/rented Hardware (PPS lease) and retention-of-title Hardware (PMSI) within the statutory timeframes; confirm Schedule 5 replacement values.

* Confirm whether NUWA is covered by the Privacy Act immediately or opts in voluntarily, and align the public Privacy Policy and data-processing arrangements with clauses 20 and 21\.

* Review all standard-form terms for unfair-contract-term compliance (Pt 2-3 ACL as amended), particularly unilateral variation, suspension, renewal, indemnity, termination and liability provisions; penalties now apply to UCT contraventions.

* Confirm the insurance level in clause 4.4 is appropriate for the merchant segment.

* Align Customer-facing marketplace terms, voucher terms, loyalty rules, refund policy and marketing consent flows with this Merchant Agreement.

* Add industry-specific clauses if alcohol, regulated goods, surcharging, prepaid value, stored value, tipping, payroll or financial services are introduced.