Merchant Agreement

1. Definitions

"Customer" means an individual end user of Fidella. "Customer Data" means personal information of Customers processed through Fidella. "Merchant Content" means business/site profile details, offers, promotions, branding, and images the Merchant or its Staff submit. "Services" means the Fidella merchant platform, dashboards, APIs, wallet integrations, and related services. "Settlement" means Fidella's periodic reconciliation and payment to the Merchant of amounts due. "Site" means a merchant location/programme configured on Fidella.

2. The Services and the parties' roles

2.1 We grant the Merchant a non-exclusive, non-transferable, revocable right to access and use the Services to operate loyalty programmes, issue and accept vouchers, and manage its Sites, during the term and subject to this agreement.

2.2 Fidella provides the technology platform. The Merchant remains the seller of its own goods and services and is solely responsible for fulfilling them, for honouring the rewards, balances, vouchers, and promotions it configures, and for its dealings with its Customers.

2.3 The Merchant is responsible for its Staff and Site Admins, must apply least-privilege access, and must ensure they use the Services only for Sites they are authorised to operate.

3. Merchant responsibilities and compliance

3.1 The Merchant must provide accurate business details (legal name, business/registration number, NZBN or ABN, tax details, and contact details) and keep them current.

3.2 The Merchant is responsible for ensuring its offers, promotions, loyalty terms, pricing representations, and gift/voucher terms comply with all applicable laws, including:

• New Zealand: the Fair Trading Act 1986 (including the prohibition on misleading and deceptive conduct and the unfair-contract-terms regime) and the Consumer Guarantees Act 1993; and
• Australia: the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), including the consumer guarantees, the prohibition on misleading or deceptive conduct, the unfair-contract-terms provisions, and the gift-card rules (minimum three-year validity and no post-supply fees) where they apply to value the Merchant issues.

3.3 The Merchant must obtain all consents required to contact its Customers (including push, SMS, and email) and must comply with the Unsolicited Electronic Messages Act 2007 (NZ) and the Spam Act 2003 (Australia).

3.4 The Merchant must not represent voucher or reward value issued through the Services as cash, e-money, or a payment instrument, and must not issue off-platform equivalents of it.

4. Customer data and privacy

4.1 As between the parties, Fidella controls the Fidella platform account and its core platform functions; the Merchant is the controller of the Customer Data it collects through its own loyalty programme, and Fidella acts as its processor for that data. The Data Processing Addendum governs this processing and prevails over this agreement on data-protection matters.

4.2 The Merchant receives a limited licence to access and use Customer Data solely to fulfil loyalty interactions and to comply with law. The Merchant must not use Customer Data for unrelated purposes, sell it, or enrich it against external datasets without a lawful basis and the Customer's rights respected.

4.3 The Merchant must maintain its own privacy notice and comply with the Privacy Act 2020 (NZ) and the Privacy Act 1988 and APPs (Australia) for its handling of Customer Data.

4.4 Fidella may use aggregated and de-identified data derived from use of the Services to operate, secure, and improve the Services.

5. Fees, transaction fees, and settlement

5.1 Subscription. Access to the Services requires a subscription for each site. Pricing is usage-based: the tier presented at signup is informational only.

(a) Tier. Each site's tier for a billing period is set by the number of its monthly active loyal customers in the previous calendar month, counted in the site's local time. A monthly active loyal customer is a distinct customer, other than the Merchant's own Staff, with at least one loyalty ledger event at that site in that month. The count for a completed month is fixed once it is taken and is shown in the Admin billing screens.

(b) Billing date. Subscriptions are billed monthly in advance on the 8th day of each month, in the site's local time, at the tier set under (a). There is no change of tier part-way through a billing period.

(c) Free start period. A new site is not charged for its first 30 days, nor after that until its first bill on the 8th. The free start period is granted once per site and is not granted again when a site is reactivated.

(d) Prices. Current prices and the free tier are as presented at signup and in the Admin billing screens.

(e) Statements and warnings. Before each monthly charge, Fidella emails the Merchant's account contact a statement for each site giving the count under (a), the resulting tier, and the amount and date of the charge. Fidella also emails a warning when a site's count part-way through a month first reaches a higher tier, and a notice before a site's free start period ends. These emails are informational: the tier is set only as described in (a), and a notice that is not received does not change the amount due.

5.2 Transaction fees. Fidella may charge a transaction fee calculated as a percentage of redeemed/settled value, netted at Settlement — never charged at the Customer's point of purchase. The applicable rate is set by Fidella and disclosed to the Merchant in the Admin billing screens, and may be changed on reasonable notice under clause 16. The transaction-fee rate and the Merchant's related commercial terms are Fidella's confidential information and are subject to clause 13.

5.3 Settlement. Fidella holds the value paid for vouchers until redemption and settles amounts due to the Merchant on Fidella's scheduled cadence after redemption — not at the point of purchase. Settlement reports are available via dashboards or export.

5.4 Payment processing. Card payments are processed by our third-party payment processor under its terms. The Merchant authorises Fidella and the payment processor to process payments, fees, taxes, refunds, and chargebacks. Processor fees may be passed through as configured.

5.5 Taxes. Fees are exclusive of GST and other taxes unless stated. Each party is responsible for its own tax obligations; the Merchant is responsible for the correct tax treatment of its sales to Customers.

5.6 Disputed amounts. The Merchant must notify Fidella of any disputed Settlement amount within 30 days; undisputed amounts are treated as accepted.

6. Vouchers and settled value

6.1 Fidella manages voucher and gift balances and Settlement. Where a voucher or gift balance is already settled to the Merchant, fulfilment and post-redemption disputes are the Merchant's responsibility, subject to applicable law.

6.1.1 Customer remedies for redeemed value. Where a Customer redeems a Fidella voucher or reward with a Merchant, that value is treated as used (as with a gift card). Once redeemed and settled, Fidella does not reverse the redeemed value through Settlement and does not reissue it to the Customer. If the Merchant must refund or provide a remedy to the Customer — including under the Consumer Guarantees Act 1993, Fair Trading Act 1986, or the Australian Consumer Law — the Merchant provides that refund or remedy directly to the Customer by its own means and at its own cost. As the supplier of the goods or services, the Merchant is solely responsible for those consumer-guarantee obligations. Fidella acts only as the technology and settlement vehicle: once value is redeemed and the corresponding funds are settled to the Merchant, those funds have left Fidella, and Fidella does not claw back, reverse, re-credit, fund, underwrite, or administer any merchant-side customer remedy for redeemed value. The Merchant must not refuse, withhold, or reduce any remedy it owes a Customer under applicable consumer law on the basis that the Customer used a voucher or received the value as a gift. Customer-initiated refunds of unused, unredeemed paid vouchers are handled by Fidella directly with the Customer under the Consumer Terms of Service, clause 5, and do not involve the Merchant.

6.2 Where vouchers issued through the Services constitute "gift cards" under the Australian Consumer Law, the Merchant and Fidella will cooperate to ensure the applicable minimum-validity, expiry-disclosure, and no-post-supply-fee requirements are met, including in any expiry the Merchant sets on a voucher. Whether a Fidella voucher is a "gift card" for those purposes is not settled, so neither party should assume it is not.

6.3 Peer-to-peer transfer limits and verification may apply for AML/CTF risk mitigation.

7. Merchant Content and acceptable use

7.1 The Merchant is responsible for all Merchant Content it or its Staff submit. The Merchant must not submit content that is hateful, harassing, discriminatory, defamatory, obscene, sexually explicit, violent, deceptive, or otherwise objectionable or unlawful.

7.2 The Merchant represents and warrants that it owns or holds all rights, licences, and consents necessary for its Merchant Content and that the content does not infringe any third party's intellectual property, privacy, publicity, or other rights.

7.3 Fidella may screen, moderate, withhold from display, or remove any Merchant Content at its sole discretion, with or without prior notice, where it reasonably considers the content breaches these standards or creates legal or reputational risk. A Fidella moderation decision is a platform-level control exercised in Fidella's interest and that of the Customer community; it overrides any Merchant-side approval workflow, and the Merchant cannot release or reverse a Fidella moderation hold.

7.4 The Acceptable Use Policy applies to all use of the Services.

8. Intellectual property and brand

8.1 Fidella and its licensors own all intellectual property in the Services, including software, branding, logos, and documentation. Except for the rights expressly granted, no rights are transferred. The IP, Trademark & Brand Protection Statement applies.

8.2 The Merchant grants Fidella a limited, non-exclusive licence to use the Merchant's name, logo, and marks to operate the Services, display the Merchant's programme to Customers, and — unless the Merchant opts out in writing — identify the Merchant as a Fidella customer in Fidella's marketing. The Merchant may use Fidella marks only per Fidella's published brand guidelines.

8.3 The Merchant retains ownership of Merchant Content and grants Fidella the licence needed to host, display, and process it to provide the Services.

9. Term, suspension, and termination

9.1 This agreement starts on the effective date and continues until terminated. There is no minimum term and no committed subscription period.

9.2 The Merchant may cancel a site's subscription at any time from the Admin dashboard, and need give Fidella no notice to do so. Cancellation takes effect at the end of the billing month already paid for: the Merchant keeps full access until then, is not charged again, and may reverse the cancellation at any point before it takes effect. No exit fee or early termination charge is payable.

9.3 Fidella may terminate for convenience on 30 days' written notice.

9.4 Fidella may suspend or terminate immediately for fraud, legal or security risk, or material breach not remedied within 14 days of notice. Non-payment is not grounds for immediate suspension: Fidella will notify the Merchant that a payment has failed and will retry the Merchant's payment method over approximately two weeks before suspending the site. While a site is suspended it is not listed publicly, its venue page and catalogue are not available, and no further stamps, points or sales may be recorded. Rewards and vouchers already held by Customers remain redeemable at the Merchant, and amounts already earned by the Merchant remain payable to it. A suspended site's data is retained, and settling the outstanding invoice restores it in full.

9.5 On termination: the Merchant's access ceases; the Merchant may export permitted data within 30 days ("data export window"); outstanding Settlements and Customer refunds are handled under this agreement and applicable law; and survival clauses (including IP, confidentiality, liability, and data obligations) continue.

10. Warranties, disclaimers, and consumer law

10.1 Each party warrants it has authority to enter this agreement. The Merchant warrants it will comply with all laws applicable to its business and offers.

10.2 To the extent permitted by law, the Services are provided "as is" and "as available", and Fidella disclaims implied warranties including merchantability, fitness for purpose, and non-infringement, and does not warrant uninterrupted or error-free operation.

10.3 Nothing in this agreement excludes, restricts, or modifies any guarantee, right, or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded. Where the Merchant acquires the Services as a "consumer" under the Australian Consumer Law and the law permits, Fidella's liability for failure to comply with a non-excludable guarantee is limited, at Fidella's option, to resupplying the Services or paying the cost of resupply. The parties acknowledge that the Consumer Guarantees Act 1993 (NZ) is contracted out of as between the parties where both are in trade and it is fair and reasonable to do so under s 43 of that Act.

11. Limitation of liability

11.1 Subject to clause 10.3 and to the extent permitted by law, neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profits, revenue, data, or goodwill.

11.2 Subject to clause 10.3 and to the extent permitted by law, Fidella's total aggregate liability arising out of or in connection with this agreement is limited to the greater of (a) the fees paid by the Merchant to Fidella in the three (3) months before the event giving rise to the claim, or (b) NZ$100.

11.3 Nothing limits liability that cannot lawfully be limited, including for fraud or for a party's wilful misconduct.

12. Indemnity

12.1 The Merchant will indemnify Fidella against claims, liabilities, losses, and reasonable costs arising from: (a) Merchant Content; (b) the Merchant's goods, services, offers, or promotions; (c) the Merchant's breach of this agreement or of law (including consumer, privacy, and marketing law); and (d) the Merchant's handling of Customer Data outside the limited licence and the DPA.

13. Confidentiality

13.1 Each party will protect the other's confidential information and use it only to perform this agreement, excluding information that is public, independently developed, or required to be disclosed by law.

14. Unfair contract terms acknowledgement

14.1 The parties intend this agreement to comply with the unfair-contract-terms regimes in the Fair Trading Act 1986 (NZ) and the Australian Consumer Law as they apply to standard-form small-business contracts. If a term would otherwise be an unfair contract term, it applies only to the extent it is not unfair.

15. Governing law and disputes

15.1 This agreement is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts, except that either party may seek urgent interlocutory relief in any competent court. The UN Convention on Contracts for the International Sale of Goods does not apply.

15.2 The parties will first attempt to resolve any dispute through good-faith senior-level negotiation before commencing proceedings.

16. General

16.1 Notices to Fidella: legal@fidella.app. Notices to the Merchant: the contact email on the Merchant's account. Neither party may assign without consent, except Fidella may assign to a successor of its business. We may update this agreement on reasonable notice; continued use after the effective date constitutes acceptance. If any provision is unenforceable, the remainder continues. This agreement and its incorporated schedules and policies are the entire agreement between the parties for the Merchant's use of the Services and supersede prior agreements on that subject.

Schedule A — Data Processing Addendum

Incorporated by reference: Data Processing Addendum.

Schedule B — Fees

Subscriptions are billed per site, monthly in advance on the 8th, at a tier set by the previous calendar month's monthly active loyal customers (clause 5.1). A new site's free start period is its first 30 days and then until its first bill on the 8th. Fidella emails a statement of the count, tier, amount and date before each charge. There is no minimum term, and no exit fee or early termination charge (clause 9.2). Tier prices, free-tier limits, and the transaction-fee rate are disclosed to each Merchant at signup and in the Admin billing screens, not published here as fixed figures. The pilot transaction-fee rate is currently 0%. Per-merchant commercial specifics are Fidella's confidential information under clause 13.