Merchant Agreement

1. The Services and the parties’ roles

• 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.
• 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.
• 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.

2. Merchant responsibilities and compliance

• The Merchant must provide accurate business details (legal name, business/registration number, NZBN or ABN, tax details, and contact details) and keep them current.
• The Merchant is responsible for ensuring its offers, promotions, loyalty terms, pricing representations, and voucher terms comply with all applicable laws, including the Fair Trading Act 1986 and Consumer Guarantees Act 1993 (New Zealand) and, where it operates there, the Australian Consumer Law (including the consumer guarantees, the prohibition on misleading or deceptive conduct, the unfair-contract-terms provisions, and the gift-card rules).
• The Merchant must obtain all consents required to contact its customers (including push, SMS, and email) and comply with the Unsolicited Electronic Messages Act 2007 (NZ) and the Spam Act 2003 (Australia).

3. Customer data and privacy

• As between the parties, Fidella controls the platform account and its core 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.
• 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.
• The Merchant must maintain its own privacy notice and comply with the Privacy Act 2020 (NZ) and the Privacy Act 1988 and Australian Privacy Principles (Australia).
• Fidella may use aggregated and de-identified data derived from use of the Services to operate, secure, and improve the Services.

4. Fees, transaction fees, and settlement

• Subscription: access to the Services may require a subscription. Current plans, any free tier, and trial terms are as presented at signup or in the Admin billing screens.
• 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, may be changed on reasonable notice, and — together with the Merchant’s related commercial terms — is Fidella’s confidential information under section 12.
• Settlement: Fidella settles amounts due to the Merchant on its scheduled cadence after redemption, with reports available via dashboards or export.
• 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.
• 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.
• Disputed amounts: the Merchant must notify Fidella of any disputed settlement amount within 30 days; undisputed amounts are treated as accepted.

5. Vouchers, redemption, and customer remedies

• Vouchers are published by, belong to, and are redeemable at the issuing Merchant. Where a customer buys a paid voucher, Fidella holds that value only until redemption and then settles the proceeds to that same Merchant.
• Where a customer redeems a voucher with the Merchant, that value is treated as used (as with a gift card). Once redeemed and settled, Fidella does not reverse the redeemed value or reload it.
• If the Merchant must refund or provide a remedy to a customer — including under the Consumer Guarantees Act 1993, Fair Trading Act 1986, or the Australian Consumer Law — the Merchant provides it directly, by its own means and at its own cost, as the supplier of the goods or services. Fidella acts only as the settlement vehicle and does not claw back, reverse, re-credit, fund, underwrite, or administer any merchant-side customer remedy for redeemed value. The Merchant must not refuse or reduce a remedy on the basis that the customer used a voucher or received it as a gift.
• Customer-initiated refunds of unused, unredeemed paid vouchers are handled by Fidella under the consumer voucher terms and do not involve the Merchant.

6. Merchant content and acceptable use

• The Merchant is responsible for all business/site details, offers, promotions, branding, and images it or its staff submit ("Merchant Content"). It must not submit content that is hateful, harassing, discriminatory, defamatory, obscene, sexually explicit, violent, deceptive, or otherwise objectionable or unlawful.
• The Merchant represents and warrants that it owns or holds all rights, licences, and consents necessary for its Merchant Content and that it does not infringe any third party’s rights.
• Fidella may screen, moderate, withhold from display, or remove any Merchant Content at its sole discretion, with or without 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 that overrides any Merchant-side approval workflow; the Merchant cannot release or reverse a Fidella moderation hold. The Acceptable Use Policy applies to all use of the Services.

7. Intellectual property and brand

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

8. Term, suspension, and termination

• This agreement starts on the effective date and continues until terminated. Either party may terminate for convenience on 30 days’ written notice (subject to any committed subscription term).
• Fidella may suspend or terminate immediately for fraud, legal or security risk, non-payment, or material breach not remedied within 14 days of notice.
• On termination: the Merchant’s access ceases; the Merchant may export permitted data within 30 days; outstanding settlements and customer refunds are handled under this agreement and applicable law; and survival clauses (including IP, confidentiality, liability, and data obligations) continue.

9. Warranties, disclaimers, and consumer law

• 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.
• 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.
• 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. As between the parties, both being in trade, the Consumer Guarantees Act 1993 (NZ) is contracted out of where it is fair and reasonable to do so under section 43 of that Act.

10. Limitation of liability

• Subject to section 9 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.
• Subject to section 9 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.
• Nothing limits liability that cannot lawfully be limited, including for fraud or a party’s wilful misconduct.

11. Indemnity

The Merchant will indemnify Fidella against claims, liabilities, losses, and reasonable costs arising from: its Merchant Content; its goods, services, offers, or promotions; its breach of this agreement or of law (including consumer, privacy, and marketing law); and its handling of customer data outside the limited licence and the Data Processing Addendum.

12. Confidentiality

Each party will protect the other’s confidential information (which for Fidella includes fee rates and commercial terms) and use it only to perform this agreement, excluding information that is public, independently developed, or required to be disclosed by law.

13. Unfair contract terms

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.

14. Governing law and disputes

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

15. General

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, with the Data Processing Addendum and the policies referenced above, is the entire agreement between the parties for the Merchant’s use of the Services.

16. Contact