Additional Terms - Stripe and Terminal Services

These Additional Terms - Stripe and Terminal Services (Stripe Services Terms) form part of the Agreement and apply where You elect to use any EFTPOS, card-present payment, Tap to Pay, Stripe Terminal, Stripe Connect or other payment processing functionality made available by Flexischools through Stripe (the Stripe Services), including through FlexiPOS.

In the event of any inconsistency between these Stripe Services Terms and the remainder of the Agreement, these Stripe Services Terms prevail to the extent of that inconsistency in relation to the Stripe Services. Capitalised terms used but not defined in these Stripe Services Terms have the meaning given in the Agreement.

Important: the Stripe Services are provided to You by Stripe, not by Flexischools. You will enter into a direct agreement with Stripe as part of onboarding. Please read the Stripe Agreements carefully.

1.Definitions

1.1In these Stripe Services Terms:

  1. (a)Cardholder means any person who makes, or attempts to make, a payment to You using the Stripe Services, whether or not that person is an Account Holder.
  2. (b)Chargeback means any transaction processed through the Stripe Services that is disputed, reversed, charged back, recalled or refunded through a card scheme, financial institution, payment provider or regulatory process, together with any associated fees. For the Stripe Services, this definition applies instead of the definition of Chargeback in clause 1 of the Agreement.
  3. (c)Connected Account means Your Stripe account that is connected to, or created through, Flexischools' Stripe Connect platform for the purposes of the Stripe Services.
  4. (d)Devices means any card reader, Stripe Terminal device, mobile phone, tablet, POS Hardware or other equipment used to accept payments through the Stripe Services, whether supplied by Flexischools, Stripe or any other person.
  5. (e)Payment Method Rules means the rules, requirements and operating regulations of card schemes, payment providers, financial institutions and payment networks applicable to the Stripe Services, and any applicable standards of the Reserve Bank of Australia.
  6. (f)Stripe means Stripe Payments Australia Pty Ltd and, where relevant, its related bodies corporate and affiliates.
  7. (g)Stripe Agreements means, as amended by Stripe from time to time: (A) the Stripe Connected Account Agreement (currently at stripe.com/au/legal/connect-account); (B) the Stripe Services Agreement, including its General Terms and any applicable Services Terms (currently at stripe.com/au/legal/ssa); (C) the Stripe Pricing Policy; (D) the Stripe Privacy Policy and Data Processing Agreement; (E) the Stripe Prohibited and Restricted Businesses list; (F) any Stripe Terminal or Tap to Pay terms; and (G) any other terms, policies or documentation that Stripe requires You to accept or comply with in connection with the Stripe Services.
  8. (h)Stripe Services Fees has the meaning given in clause 8.1.
  9. (i)Third-Party Device Terms means any terms imposed by a device or operating system provider (for example Apple or Google) that apply to Your use of Tap to Pay or other payment functionality on a Device.

2.Relationship with Stripe

2.1You must accept the Stripe Connected Account Agreement (which incorporates the Stripe Services Agreement) as a condition of using the Stripe Services. By using the Stripe Services, You agree to be bound by the Stripe Agreements, as modified by Stripe from time to time.

2.2Flexischools operates a Stripe Connect platform. Flexischools is not Stripe, is not Stripe's agent and does not itself provide payment processing services. You are the seller and merchant for every transaction processed through the Stripe Services, and Flexischools is not a party to any transaction between You and a Cardholder.

2.3Nothing in these Stripe Services Terms amends the Stripe Agreements as between You and Stripe. Any claim You have against Stripe must be made against Stripe under the Stripe Agreements, including their dispute resolution provisions.

2.4You authorise Flexischools to take actions on Your Connected Account on Your behalf as permitted by the Stripe Agreements, and acknowledge that Flexischools may configure Your Connected Account, including by restricting Your access to the Stripe Dashboard, determining which Stripe features are available to You, and setting Your payout schedule.

2.5Unless Flexischools tells You otherwise, You must contact Flexischools (not Stripe) for support in relation to the Stripe Services. Flexischools will use reasonable efforts to assist, but is not responsible for resolving matters within Stripe's control.

3.Eligibility, Onboarding and Use

3.1You may access and use the Stripe Services only if approved by Flexischools and Stripe. Either of them may decline Your application or impose conditions on Your use of the Stripe Services.

3.2You must:

  1. (a)complete Stripe's onboarding and verification procedures, and provide all information requested by Flexischools or Stripe about You, Your business, Your officeholders, beneficial owners and representatives, and Your nominated bank account;
  2. (b)ensure all information You provide is accurate, current and complete, and promptly update it if it changes;
  3. (c)respond to any request for information from Flexischools or Stripe within the time specified in the request; and
  4. (d)nominate a bank account held in Your name with an Australian financial institution, and not grant any third party a security interest or other interest in funds payable to You under the Stripe Services before those funds are paid into that account.

3.3The person who accepts these Stripe Services Terms and the Stripe Agreements on Your behalf warrants that they have authority to bind You (including, where You are an incorporated association or parents and citizens association, under Your constitution or rules).

3.4You may use the Stripe Services only to accept payments for Your own Goods and/or Services supplied at or through Your Facilities and Activities. You must not use the Stripe Services to accept payments on behalf of any other person or business, for personal, family or household purposes, or to act as a pass-through for payments.

3.5For the purposes of the Stripe Services, the licence granted under clause 2 of the Agreement extends to Your use of FlexiPOS to accept payments from Cardholders, including persons who are not Account Holders.

3.6Your continued access to the Stripe Services is conditional on Your ongoing compliance with these Stripe Services Terms and the Stripe Agreements. Stripe may suspend, restrict or terminate Your access to the Stripe Services in accordance with the Stripe Agreements.

4.Compliance

4.1You must:

  1. (a)comply with the Stripe Agreements and the Payment Method Rules at all times;
  2. (b)comply with all applicable Laws, including those relating to payment processing, surcharging, consumer protection, privacy, anti-money laundering and counter-terrorism financing, sanctions and taxation;
  3. (c)not use the Stripe Services in connection with any business, activity, product or service that is unlawful or that is prohibited or restricted by Stripe (unless Stripe has approved it in writing), or in any manner that would cause Flexischools or Stripe to breach any Law, sanctions regime or Payment Method Rules;
  4. (d)not circumvent any technical limitation of, interfere with, decompile, reverse engineer or attempt to access non-public parts of, the Stripe Services, any Stripe software or FlexiPOS; and
  5. (e)immediately cease any activity that Flexischools or Stripe reasonably identifies as non-compliant.

4.2You represent and warrant, on a continuing basis, that neither You nor any of Your officeholders or beneficial owners is: (i) the target of, or owned or controlled by a person that is the target of, trade or economic sanctions administered by the Australian Government, the United States, the United Kingdom, the European Union or the United Nations; or (ii) located, organised or resident in a country or territory that is the subject of comprehensive sanctions.

4.3You acknowledge that Flexischools is entitled to rely on Stripe's assessment of risk, compliance and eligibility.

5.Devices, Tap to Pay and Terminal

5.1Where You use Tap to Pay, Stripe Terminal or any other Device, You must:

  1. (a)use only Devices that are compatible with, and approved for use with, the Stripe Services;
  2. (b)install all updates to FlexiPOS, any Stripe software and Device operating systems within the time notified by Flexischools or Stripe (or, if no time is notified, within 30 days of the update being made available);
  3. (c)comply with any Stripe Terminal documentation, Third-Party Device Terms and all applicable PCI DSS and card scheme security requirements;
  4. (d)not tamper with, modify, disable or attempt to bypass any security feature of a Device, FlexiPOS or the Stripe Services; and
  5. (e)keep each Device secure, restrict its use to Your authorised personnel and immediately notify Flexischools of the loss or theft of any Device.

5.2Clauses 4.5 and 12 of the Agreement apply to Devices. Unless otherwise agreed in writing, Flexischools does not provide or maintain Devices, and any warranty for a Device is the manufacturer's warranty only.

5.3Any payment accepted while a Device is offline or unable to obtain real-time authorisation is accepted at Your risk, and You bear any loss if that payment is later declined or reversed.

5.4Any feature of the Stripe Services identified by Flexischools or Stripe as a beta, pilot or preview feature is provided as is and used at Your own risk, and may be changed or withdrawn at any time.

5.5You are responsible for all transactions processed through Your Devices and Your Connected Account, whether or not authorised by You, except to the extent caused by Flexischools' breach of the Agreement, negligence or fraud.

6.Account Security

6.1Without limiting clause 4.4 of the Agreement, You must ensure that only Your authorised personnel access FlexiPOS, Your Connected Account and the Stripe Services, and You are responsible for all activity that occurs under Your accounts and by Your staff, sub-users or agents.

6.2Flexischools and Stripe may rely on any instruction given or action taken through Your FlexiPOS account or Connected Account as having been authorised by You.

6.3You must notify Flexischools immediately of any actual or suspected unauthorised access to or use of Your accounts or credentials, any security breach, or any loss of or unauthorised access to personal information connected with the Stripe Services, and must cooperate with Flexischools and Stripe in responding to it.

7.Your Responsibilities to Cardholders

7.1You are solely responsible for:

  1. (a)all Goods and/or Services supplied to Cardholders, including their quality, safety, description and supply;
  2. (b)Your obligations to Cardholders under the Australian Consumer Law and other Laws, including consumer guarantees; and,
  3. (c)refunds, receipts, required disclosures, customer service and complaint handling.

7.2You must maintain, and make available to Cardholders, a clear refund, returns and cancellation policy that is consistent with the Australian Consumer Law and the Payment Method Rules.

7.3Where a payment was made through the Stripe Services, You must process any refund of that payment through the Stripe Services and not by any other means.

7.4You must take reasonable steps to minimise Chargebacks, disputed transactions and refunds, including by accurately describing Your Goods and/or Services and resolving Cardholder complaints promptly.

7.5Nothing in the Agreement makes Flexischools responsible for Your obligations to Cardholders.

8.Fees

8.1You must pay the fees for the Stripe Services notified to You by Flexischools from time to time (Stripe Services Fees). Stripe Services Fees are Fees for the purposes of the Agreement and may include both Stripe's fees and Flexischools' fees in a single consolidated fee. Flexischools is not required to separately disclose Stripe's fees to You.

8.2You authorise Flexischools to instruct Stripe to deduct Stripe Services Fees and any other amount You owe under these Stripe Services Terms from Your Connected Account balance. Stripe may also collect amounts You owe to Stripe in accordance with the Stripe Agreements, including by debiting Your nominated bank account.

8.3Unless Flexischools notifies You otherwise:

  1. (a)Stripe Services Fees apply to each transaction, and a fixed transaction fee applies to each refund;
  2. (b)Stripe Services Fees are not refunded if a transaction is refunded, reversed or charged back, and dispute fees may apply to Chargebacks;
  3. (c)where Stripe Services Fees include card network costs that are passed through to You, those costs may be adjusted after the transaction to reflect the actual costs charged to Stripe or Flexischools; and
  4. (d)any Stripe service or feature You use for which Flexischools has not notified a fee will be charged at the fee on Stripe's Australian pricing page or as otherwise notified by Flexischools.

8.4Flexischools may vary the Stripe Services Fees, or introduce new fees, by giving You at least 30 days' notice, except where Flexischools is given shorter notice by Stripe or a card scheme, or a shorter period is required by Law, in which case Flexischools will give You as much notice as is reasonably practicable. Continued use of the Stripe Services after a variation takes effect constitutes acceptance of the varied fees.

8.5Any Stripe pricing that is disclosed or otherwise becomes known to You is confidential to Flexischools and Stripe, and You must not disclose it to any third party.

8.6Stripe Services Fees are exclusive of GST unless stated otherwise. You are solely responsible for determining, collecting, reporting and paying all taxes relating to Your sales, and acknowledge that Stripe may withhold taxes where required by Law.

9.Settlement of Payments

9.1Unless Flexischools notifies You otherwise, payments processed through the Stripe Services are credited by Stripe to Your Connected Account balance and paid out by Stripe to Your nominated bank account in accordance with the Stripe Agreements and the payout schedule that applies to Your Connected Account.

9.2Those payments are not Account balances, and clauses 7.2, 7.9 and 17.1 of the Agreement do not apply to them. Flexischools is not responsible for any delay, failure or withholding of a payout by Stripe.

10.Chargebacks, Refunds and Disputes

10.1You are solely responsible for all Chargebacks, disputed transactions, unauthorised or fraudulent transactions, refunds, reversals, and card scheme or regulatory fines and penalties, in each case arising from or relating to Your use of the Stripe Services.

10.2You must provide any information and evidence requested by Flexischools or Stripe in relation to a disputed transaction within the time specified in the request. If You do not, the dispute may be accepted or lost without further notice to You.

10.3If Your Connected Account balance is negative, or is insufficient to cover any amount owing, You must pay the shortfall on demand.

10.4Where Flexischools incurs or is required to pay any amount arising from the matters in this clause 10, You must reimburse Flexischools within 2 days of Flexischools notifying You, failing which Flexischools may recover that amount under clause 11.

11.Reserves, Payout Holds and Recovery

11.1Flexischools may, or may instruct Stripe to, delay or suspend payouts, change Your payout schedule, retain funds in Your Connected Account, require a reserve or apply other security measures where Flexischools reasonably considers this necessary to:

  1. (a)manage fraud risk;
  2. (b)cover actual or anticipated Chargebacks, refunds or disputes;
  3. (c)satisfy obligations owed to Stripe in connection with Your use of the Stripe Services;
  4. (d)comply with any Law, regulatory obligation, Payment Method Rule or direction from Stripe; or
  5. (e)protect Flexischools against loss arising from Your use of the Stripe Services.

11.2Stripe may also take these steps independently under the Stripe Agreements. Flexischools will release amounts it has caused to be retained once it is reasonably satisfied they are no longer required for the purposes above. You are not entitled to interest on any retained amount.

11.3If any amount becomes payable by You to Flexischools under these Stripe Services Terms, Flexischools may recover that amount by:

  1. (a)deduction from Your Connected Account balance, future payouts or any reserve;
  2. (b)set-off against any amount payable by Flexischools to You, including amounts otherwise payable to You under clause 17.1 of the Agreement;
  3. (c)invoice payable within 7 days; or
  4. (d)any other lawful recovery method.

11.4Flexischools' rights under this clause are in addition to, and do not limit, its right of set-off under clause 18.3 of the Agreement.

12.Data Sharing and Privacy

12.1You authorise and instruct Flexischools to provide to Stripe, and Stripe to provide to Flexischools, information about You, Your representatives and staff, Cardholders and transactions (including outputs of Stripe's fraud and risk models) reasonably required for onboarding, payment processing, fraud detection, verification, risk management, compliance, reporting and the operation of the Stripe Services and FlexiPOS.

12.2Flexischools will handle that information in accordance with clauses 5.2 and 5.3 of the Agreement and its Privacy Policy. Stripe will handle that information in accordance with the Stripe Agreements and Stripe's Privacy Policy.

12.3You must provide all notices and obtain all consents required by Law for the collection, use and disclosure of personal information described in this clause, including from Your representatives, staff and Cardholders.

12.4You must not include health information or other sensitive information (such as student allergy, medical or dietary information) in any transaction description, note, metadata or other field submitted through the Stripe Services, and must not store full card numbers or card security codes.

13.Suspension

13.1Flexischools may suspend or restrict Your access to the Stripe Services immediately, and will notify You where reasonably practicable, where:

  1. (a)Stripe directs or requests suspension, or Stripe suspends or ends the arrangements under which Flexischools makes the Stripe Services available;
  2. (b)fraud, suspicious transactions or unusually high levels of Chargebacks or refunds are suspected or identified;
  3. (c)information You have provided is incomplete or inaccurate, or You do not respond to a request for information within the time specified;
  4. (d)You have not installed a required update under clause 5.1(b);
  5. (e)You breach these Stripe Services Terms, the Agreement or a Stripe Agreement;
  6. (f)You become insolvent, enter into administration or (if an incorporated association) are wound up or deregistered; or
  7. (g)continued processing presents legal, regulatory, financial or reputational risk to Flexischools or Stripe.

13.2Flexischools is not liable for any loss arising from a suspension under this clause or clause 21.8 of the Agreement.

14.Indemnity

14.1Without limiting clause 15 of the Agreement, You indemnify Flexischools and its related bodies corporate, officers, employees and contractors against all Loss (including claims, liabilities, damages, penalties, fines, costs and expenses, and legal costs on a full indemnity basis) arising from or in connection with:

  1. (a)Your use of the Stripe Services or any Device;
  2. (b)Your breach of these Stripe Services Terms or any Stripe Agreement;
  3. (c)any fraud, dishonesty or unlawful conduct by You or Your personnel;
  4. (d)any dispute with a Cardholder, or any Chargeback, refund or reversal;
  5. (e)any failure to comply with the Payment Method Rules or payment industry security requirements;
  6. (f)any regulatory investigation relating to Your business or transactions; or
  7. (g)any amount charged, withheld, recovered or claimed by Stripe from Flexischools in connection with You or Your Connected Account,

except to the extent the relevant Loss is caused by Flexischools' breach of the Agreement, negligence or fraud.

15.Flexischools' Liability

15.1To the maximum extent permitted by Law and subject to the Non-Excludable Guarantees:

  1. (a)Flexischools makes no warranty regarding the Stripe Services, which are provided by Stripe;
  2. (b)Flexischools is not responsible for service interruptions, payment processing failures, delays, reversals, transaction rejections, or any act or omission of Stripe, a card scheme or a financial institution;
  3. (c)Flexischools is not responsible for any decision by Stripe concerning onboarding, risk assessment, suspension, withholding of funds or termination; and
  4. (d)Your remedies in relation to Stripe's conduct are against Stripe under the Stripe Agreements.

15.2Clause 14 of the Agreement (Limitation of Liability), including clause 14.4, applies to Flexischools' liability in connection with the Stripe Services.

16.Changes

16.1You acknowledge that Stripe may amend the Stripe Agreements from time to time, and that You are bound by those amendments as between You and Stripe.

16.2Flexischools may amend these Stripe Services Terms in accordance with clause 22.3 of the Agreement, including to reflect changes to the Stripe Agreements, the Payment Method Rules or Law, or to maintain the availability of the Stripe Services. Where an amendment is materially detrimental to You, Flexischools will give You at least 30 days' notice, unless a shorter period is required by Stripe, the Payment Method Rules or Law.

16.3If You do not agree to an amendment, You may stop using the Stripe Services. Continued use of the Stripe Services after an amendment takes effect constitutes acceptance of that amendment.

17.Term, Termination and Run-Off

17.1These Stripe Services Terms apply from when You first use the Stripe Services, in addition to clause 20 of the Agreement, and continue while You have access to the Stripe Services and while any amount, Chargeback, dispute, refund or other risk relating to Your transactions remains outstanding.

17.2Flexischools may end Your access to the Stripe Services on 30 days' written notice, or immediately if Stripe ends the arrangements under which Flexischools makes the Stripe Services available or in the circumstances in clause 13.1. Your access to the Stripe Services also ends if the Agreement ends or Your Connected Account is closed or disconnected from Flexischools' platform.

17.3Ending Your access to the Stripe Services or disconnecting Your Connected Account does not of itself terminate Your agreement with Stripe, which may only be terminated in accordance with the Stripe Agreements.

17.4On termination, You remain liable for all transactions, Chargebacks, disputes, refunds, fees and other amounts relating to the period before termination, and Flexischools may continue to exercise its rights under clause 11 for as long as it reasonably considers necessary, having regard to the period within which Chargebacks may be raised under the Payment Method Rules.

17.5Clauses 8, 10, 11, 12, 14, 15 and 17 survive termination of these Stripe Services Terms and the Agreement.

Version dated 1 October 2026