Merchant Terms of Service

Introduction
Welcome to Bopple, an interactive platform that enables customers to order food, beverages, and merchandise from participating merchants (the "Platform"). The Platform is owned and operated by Bopple Technologies Pty Ltd (ACN 631 687 673) and its affiliates ("Bopple," "we," "our," or "us"). By using or accessing the Platform, you ("Merchant") agree to be bound by these Terms of Service, our Terms of Use and Privacy Policy, and any additional terms applicable to your use of our services. We may amend these Terms at any time by providing notice, and your continued use of the Platform signifies your acceptance of the updated Terms.

Definitions
In this Agreement:

• Platform: The various Bopple software applications for Merchants and Customers available on mobile, web, and digital devices.
• Services: All functionalities and features provided by Bopple, including order processing, setup, and support.
• Merchant: Any business or individual using the Platform to sell food, beverages, merchandise, services or products.
• Customer: An individual placing an order via the Platform.
• Order: A transaction for food, beverages, merchandise, or services placed through the Platform.
• Fees: Charges payable by the Merchant for using the Platform.
• Commencement Date: The date the Merchant’s account is created.

Licence
Bopple grants the Merchant a non-exclusive, non-transferable, and non-sublicensable licence to use and access the Platform during the Term. This licence permits the Merchant to utilise the Platform's features to facilitate customer orders and manage related services. In exchange, the Merchant agrees to pay all applicable Fees as outlined in these Terms. The licence is automatically revoked upon termination of this agreement, at which point the Merchant must cease all use of the Platform.

Term and Termination
This Agreement begins on the Commencement Date and continues until terminated. Either party may terminate for convenience by providing written notice. This agreement may also be terminated immediately, if either party (the “terminating Party”):

• is involved in negative publicity that, in the reasonable opinion of the Party, significantly harms their brand, reputation, or public image;
• breaches any clauses in this Agreement; or
• engages in activity that the Terminating Party reasonably believes is fraudulent or unlawful.

If no termination notice is provided, the Agreement will automatically renew for successive 12-month periods. There are no cancellation fees; however, all outstanding Fees must be settled before termination takes effect. Upon termination, the Merchant's access to the Platform will be disabled, and any data associated with the Merchant's account may be deleted in accordance with our data retention policies. Additionally, the Merchant must immediately cease using the Platform and remove any references to Bopple. All outstanding Fees must be paid in full, and any ongoing obligations related to orders placed prior to termination must still be honored. Bopple is not liable for any business disruptions resulting from termination.

Merchant Obligations
The Merchant is responsible for providing accurate and up-to-date contact information, business details (including ABN, banking, and pricing information), and must comply with all applicable laws, including privacy regulations, liquor licensing requirements, and the Australian Competition and Consumer Commission (ACCC) guidelines. Bopple will not complete compliance checks & all responsibility sits solely with the Merchant. The Merchant must use the Platform in a manner that upholds Bopple’s reputation and refrain from providing misleading information about Bopple’s services to customers. Additionally, the Merchant is responsible for fulfilling orders promptly, ensuring that no unauthorised surcharges or fees are imposed on customers. It is also the Merchant’s duty to maintain the confidentiality of login credentials and ensure that only authorised personnel have access to the Platform.

Use of Platform
Merchants must not modify, reverse engineer, decompile, or replicate the Platform. The Platform must not be used to store or transmit harmful, unlawful, or infringing content, nor should it be accessed in any way that interferes with its operation or attempts unauthorised access to its systems. Additionally, the Merchant must not use the Platform in any manner that could damage Bopple's reputation or the goodwill associated with the Platform. Bopple reserves the right to suspend or terminate access if a Merchant breaches these obligations without notice.
The Merchant must obtain Bopple’s prior written consent before advertising or offering Restricted Goods for sale.

Content
Unless otherwise specified, images, trademarks, service marks, logos, and icons displayed on the Platform are the property of Bopple or its licensors and may not be used without Bopple’s prior written consent. The Merchant agrees not to copy, publish, reproduce, disseminate, offer for sale, sell, or reverse engineer the Platform or its content. Any unauthorised use of any content, whether owned by Bopple or third parties, may violate intellectual property rights subsisting in the Platform, including copyright laws, trademark laws, privacy and publicity laws, and communications regulations and statutes.

Payment Processing
Bopple uses a third-party payment provider (currently Stripe) to process credit and debit card transactions. All transactions made via the Platform are processed through the designated payment provider, and the Merchant is responsible for any associated processing fees. The Merchant agrees not to use an external payment platform for orders processed through Bopple. Bopple is not liable for loss or damage from errant or invalid transactions processed using its Payment Provider, including transactions not completed due to network communication errors or other technical issues. The Merchant is responsible for verifying successful transaction processing and must not process stolen or unauthorised credit cards through Bopple’s Payment Provider.

If a customer disputes a payment made via Bopple’s Payment Provider, the Merchant must provide full assistance to resolve the dispute and is liable for any fees incurred as a result of chargebacks or reversals. The Merchant acknowledges that they are responsible for:

• Platform Fees: The Merchant agrees to pay the Platform Fees in accordance with the pricing plan selected. Bopple reserves the right to amend these fees with prior notice. Additional costs, including penalty commission rates, may be applied in cases of failure to connect a Stripe account, failure to keep a Stripe account fully verified and active, or outstanding subscription payments.
• Payment Processing Fees: Payment Processing Fees are passed on to customers as a ‘Card Fee’ at checkout by default unless the Merchant opts to absorb these costs in full. These fees may vary by region and the payment method used by the customer, and are influenced by underlying costs such as interchange, card scheme, and payment gateway costs. These fees may be subject to monthly changes and are outlined on our website.
• Held Payment Transfer Fee: If a Merchant fails to connect, verify, or maintain an active Stripe account, requiring Bopple to process payments and manually transfer funds on their behalf, Bopple reserves the right to charge an additional fee for facilitating these transactions.
• Additional Pass-Through Costs: Bopple may charge additional expenses at any time without prior notification for direct costs incurred in relation to a Merchant’s account. These costs may include but are not limited to Third-Party Delivery Provider fees, SMS fees, and email notifications.

Bopple reserves the right to update or amend the online payment terms and rates at their discretion. However, changes to Platform & Payment Processing fees will not apply retrospectively. If changes occur, Bopple will make every effort to notify Merchants.

Refunds, Reversals, and Chargebacks
The Merchant is responsible for processing refunds via the Back Office or their point-of-sale (POS). Any fees charged by Bopple, including Platform Fees and Payment Processing Fees, are non-refundable under any circumstances.

If a chargeback occurs, the Merchant must provide evidence to dispute the claim and will be liable for:

• The Fees associated with the chargeback.
• The Chargeback Fee imposed by the payment provider.
• Any other costs incurred by Bopple in relation to the chargeback or reversal.

Subscription Fee
Unless otherwise agreed upon, you will need to pay for a subscription based on the pricing of the selected plan. The pricing details and other terms of your subscription are explained when you select your plan and/or on Bopple's pricing page.
Bopple agrees to provide the Merchant with access to its platform and related services in exchange for the payment of the subscription fee. The initial term shall commence on the effective date of the Merchant’s acceptance of the plan and continue for a period of 1 year. Thereafter, the subscription shall automatically renew for successive periods of equal duration unless notice is given prior.
The subscription fee is due and payable in advance on the first day of each billing cycle. The Merchant authorises Bopple to charge the subscription fee to the payment method provided by the Merchant. Bopple reserves the right to modify the subscription fee upon providing the Merchant with sufficient notice and it will not be applied retroactively.
In the event that a Merchant fails to pay the subscription fee when due, Bopple reserves the right to suspend or terminate the Merchant’s access to the services or deduct the overdue amount from the connected Stripe account.
Except as expressly provided herein, all subscription fees are non-refundable.

Remittance of Payments
All transactions made by the Customers through the Platform for orders with the Merchant will be processed via an independent third-party payment provider. Bopple bears no liability for any financial losses, delays, or disputes arising from payment processing. However, reasonable efforts will be made to assist the Merchant in resolving any issues directly with the payment provider. The Merchant designates Bopple as an intermediary for the limited purpose of receiving Customer Payments on its behalf when orders are placed through the Platform.
After deduction of applicable Fees and other agreed-upon costs, Bopple will remit the remaining balance of Customer Payments to the Merchant. Bopple reserves the right to deduct any outstanding fees before remitting the balance to the Merchant.

GST
All Fees outlined in this Agreement are exclusive of GST unless otherwise stated. The Merchant is responsible for paying any applicable GST as required by Australian tax law.

Third-Party Delivery
Merchants using the Bopple Platform may opt to engage third-party delivery providers to facilitate order deliveries. The Merchant acknowledges that Bopple does not control or manage these third-party delivery services and is not responsible for any issues arising from their use, including but not limited to delivery delays, lost or damaged goods, or service disruptions. Merchants are solely responsible for ensuring that their selected delivery provider complies with all applicable laws and regulations. Any disputes, refunds, or claims related to delivery services must be resolved between the Merchant and the third-party provider, as Bopple does not assume liability for delivery-related matters.

Hosting and Integration
The Bopple Platform is hosted on third-party cloud infrastructure to ensure reliability, scalability, and security. While Bopple takes reasonable measures to maintain uptime and performance, the Merchant acknowledges that occasional downtime or service interruptions may occur due to maintenance, system failures, or issues beyond Bopple’s control. Additionally, Bopple provides integration capabilities with third-party systems, including point-of-sale (POS) providers and other software solutions. The Merchant is responsible for ensuring compatibility with their existing systems, and Bopple is not liable for any errors, disruptions, or financial losses resulting from integration failures or incompatibilities. Merchants should work closely with their POS and system providers to ensure seamless operation.
Bopple may store customer information in various formats, including electronic records. We utilise a third-party, Amazon Web Services (AWS), to securely manage and store data. For more information about AWS’s privacy policies and practices, please refer to Amazon’s terms and conditions here: https://aws.amazon.com/service-terms/.

Intellectual Property Rights
Nothing in this Agreement constitutes an assignment from Bopple to the Merchant of any Intellectual Property Rights in connection with the Platform. The Merchant acknowledges that Bopple holds all Intellectual Property Rights including copyright, know-how, trademark, service marks, business names, domain names, goodwill, registered designs, patents, and trade secrets, whether registered or unregistered, within the Platform. Bopple will not share Customer Data with the Merchant unless the customer opts into the Merchant’s marketing list via the Platform. The Merchant will not directly or indirectly do anything that would or might invalidate or put in dispute Bopple’s title in the Platform. The Merchant cannot share login details to the Platform with any third party unless Bopple first provides written approval. The Merchant will not copy, modify, reverse engineer, decompile, or attempt to extract the source code of the Platform and associated functionality. Bopple shall retain all Intellectual Property Rights in any material it creates for the Merchant under this Agreement.

Liability
To the full extent permitted by law, Bopple excludes all liability in respect of loss of data. Bopple also excludes all representations, warranties, or terms (whether express or implied) other than those expressly set out in this Agreement. In no circumstances will Bopple be liable (whether before or after the expiry or termination of these Terms of Service) for special, indirect, or consequential loss as a result of a defect in the Platform or a breach by Bopple of this Agreement, including but not limited to loss of profits or revenue, the costs arising from the loss of use of the Platform, and the costs of any substitute software which the Merchant acquires. Bopple’s total aggregate liability for all claims relating to this Agreement is limited to the amount of the Platform Fees paid by the Merchant under this Agreement in the 12 months preceding the relevant claim. Bopple shall have no liability for any damage caused by errors or omissions in any information, instructions, or material provided to Bopple by the Merchant in connection with the Platform or any actions taken by Bopple at the Merchant’s direction. All warranties, representations, conditions, and other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. To the extent that we act as a ‘service provider’ pursuant to the Payment Card Industry Data Security Standard in respect of the Services provided under this Agreement, we shall be responsible for the security of cardholder data that we possess or otherwise store, process, or transmit on the Merchant’s behalf or to the extent that we impact the security of the Merchant’s cardholder data environment.

Unclaimed Funds & Inactive Accounts
If a Merchant’s account remains inactive for a continuous period of two years and Bopple is unable to make contact, any remaining funds held on behalf of the Merchant may be deemed forfeited. These funds may be used at Bopple’s discretion for service improvements or business operations. It is the Merchant’s responsibility to ensure that their contact information is up to date. Bopple will provide written notice at the end of the 2-year period detailing the funds that have been forfeited.

Exclusivity
The Merchant agrees that, for the duration of their use of the Platform, Bopple shall be their exclusive provider of mobile ordering and online transaction processing services unless otherwise agreed in writing. The Merchant shall not engage, integrate, or enter into an agreement with any third-party platform that provides competing online ordering, mobile app ordering, or direct payment processing services that conflict with Bopple’s offerings, unless explicitly authorised by Bopple. Bopple reserves the right to review and enforce exclusivity arrangements, and any breach of this clause may result in additional fees, service restriction, or termination of access to the Platform.

Governing Law
This Agreement is governed by the laws of Queensland, Australia. Any disputes arising from this Agreement shall be resolved under the jurisdiction of Queensland courts.

Amendments
Bopple reserves the right to amend these Terms with 30 days’ notice. Continued use of the Platform constitutes acceptance of the updated Terms.

Notices
Notices from Bopple will be provided via email to the contact details on record. Merchants should direct all inquiries to support@bopple.com.

Dictionary

Interpretation

• (Singular and plural) Words in the singular include the plural (and vice versa).
• (Currency) A reference to $ or “dollar” is to Australian currency unless otherwise stipulated.
• (Person) A reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, a consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust, and any other entity.
• (Party) A reference to a party includes that party’s executors, administrators, successors, and permitted assigns, including persons taking by way of novation, and in the case of a trustee includes any substituted or additional trustee.
• (Document) A reference to a document (including this agreement) is to that document as varied, novated, ratified, or replaced from time to time.
• (Headings) Headings and words in bold type are for convenience only and do not affect interpretation.
• (Includes) The word “includes” and similar words in any form are not a word of limitation.
• (Adverse interpretation) No provision of this Agreement will be interpreted adversely to a party because that party was responsible for the preparation of this Agreement or that provision.

Dictionary

• Applicable Laws: All applicable laws, regulations, directives, statutes, subordinate legislation, common law, and civil codes of any jurisdiction; all judgments, orders, notices, instructions, or decisions and awards of any court or competent authority or tribunal from time to time in force.
• AWS Services: Means Amazon Web Services which are used to host the Bopple Software. The Merchant acknowledges and accepts the AWS terms defined at https://aws.amazon.com/service-terms/.
• Bopple Back Office: The backend access management portal of the Platform accessible by the Merchant.
• Bopple: Bopple Technologies Pty Ltd A.C.N. 82 631 581 552.
• Business Day: A day that is not a Saturday, Sunday, or public or bank holiday in the State of Brisbane, Australia.
• Chargeback Fee: The sum of $25.00.
• Commencement Date: The date the Merchant starts their Bopple subscriptions through Bopple Back Office or through direct request.
• Confidential Information: All information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably to be considered confidential based on its content, nature, or the manner of its disclosure (and includes, in particular, the documentation and all of the Intellectual Property Rights associated with the Platform as disclosed or provided to the Merchant by Bopple pursuant to this Agreement), but excluding:
  • Information that enters the public domain or is disclosed to a party by a third party other than through a breach of this Agreement; and
  • Information developed independently by a party.
• Consequential Loss: Indirect or consequential loss or damage arising from a breach of contract, tort (including negligence), under statute, or any other basis in law or equity, including but without limitation to loss of profits, loss of revenue, loss of production, loss of denial or opportunity, loss of access to markets, loss of goodwill, loss of business reputation, future reputation or publicity, damage to credit rating, loss of use, or indirect, remote, abnormal, or unforeseeable loss or any similar loss, whether or not in the reasonable contemplation of the parties at the Commencement Date.
• Corporations Act: The Corporations Act 2001 (Cth) (as amended).
• Customer: A customer of the Merchant that places an Order through the Platform.
• Customer Data: Any data or any other information which is uploaded to the Platform by a Customer, including any Intellectual Property Rights attaching to those materials.
• Customer Payment: The Transaction payment made by a Customer via the Platform in respect of an Order, and includes any card surcharge fees.
• Data Protection Legislation: Any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction (as amended, consolidated, or re-enacted from time to time) which relates to the protection of individuals with regards to the processing of Personal Information to which a party is subject, including the Privacy Act (https://www.legislation.gov.au/C2004A03712/latest/versions).
• Delivery Provider Fees: The fees payable to a Delivery Provider in respect of providing the Delivery Services.
• Delivery Provider: A third-party delivery service provider integrated with the Platform to facilitate delivery of Orders to a Customer.
• Delivery Services: The services of delivering Orders to Customers operated by a Delivery Provider.
• Documentation: All manuals, help files, and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.
• Fees: Any amount payable by the Merchant to Bopple in accordance with this Agreement, including but not limited to the Platform Fee, Payment Processing Fee, and Subscription Fees.
• Force Majeure Event: An act of God, fire, lightning, explosion, flood, subsidence, insurrection or civil disorder, or military operation, government or quasi-government restraint, expropriation, prohibition, intervention, direction, or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licences, or authorities, strikes, lock-outs, or other industrial disputes of any kind, and any other cause, whether similar or not to the foregoing, outside of the affected party’s control.
• GST: As defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).
• Insolvency Event: The occurrence of any event or transaction in relation to any party that would cause that party to become insolvent within the meaning of section 95A(2) of the Corporations Act 2001 (Cth).
• Intellectual Property Rights: Any and all present and future intellectual and industrial property rights throughout the world, including copyright, trademarks, designs, patents, or other proprietary rights, Confidential Information, and the right to have information kept confidential, or any rights to registration of such rights, whether created before or after the date of this Agreement, whether registered or unregistered.
• Licence: As defined in clause 3.
• Loss: Any and all losses, damages, costs, expenses (including reasonable legal fees), and other liabilities, including Consequential Loss, and Losses shall be construed accordingly.
• Menu: The Merchant’s menu located on the Platform.
• Minimum Commitment Fee: Nil.
• Order: An order for food and beverage placed through the Platform by a Customer.
• Parties: The parties to the Agreement and ‘party’ means each of them.
• Pass-Through Costs: Any cost for which the Merchant is responsible in respect of a Transaction (including but not limited to, SMS Fees, Delivery Provider Fees, & SMS costs) and paid in accordance with the Payment Method.
• Payment Provider: Stripe Payments Australia Pty Ltd (CAN 160 180 343) or any other payment processing software that Bopple integrates with from time to time.
• Provider Fees: The fee charged by Stripe and passed on by Bopple as a Transaction Fee to Merchants.
• Payment Method: Bopple will collect Customer Payments and deduct the Fees, Delivery Provider Fees, and any Pass-Through Costs before passing the balance to the Merchant.
• Penalty Interest Rate: This will be determined at Bopple’s discretion, with a base rate of 2%.
• Personal Information: As defined in the Data Protection Legislation.
• Personnel: In respect of a party, its officers, employees, contractors (including subcontractors), and agents.
• Platform: The software known as “Bopple” owned by Bopple and delivered to the Merchant by Bopple pursuant to the Agreement.
• Platform Fee: As defined on Bopple's website and in the fee structure selected by the Merchant.
• Privacy Act: The Privacy Act 1988 (Cth) as amended from time to time.
• Refunds: A refund requested by a Customer for a Transaction and approved by the Merchant.
• Restricted Goods: Goods or services that infringe third-party Intellectual Property Rights; dangerous goods being goods that cause damage, harm, or injury; tobacco products or alcoholic beverages (except to the extent that such products or beverages are provided as part of your licensed and ordinary course of business); adult merchandise including (without limitation) sex toys, adult magazines and books, sexual enhancement products, and pornographic materials and items; gambling-related content; medicines and dietary supplements; products that encourage dishonest behaviour; cannabis products (prescription or otherwise); without limiting the above, any goods or services which Bopple reasonably considers to be dangerous, inappropriate, or high risk.
• Services: Any and all of the following: Websites; Platform; Set-up Services; and Support Services provided by us to you.
• Set-up Services: Services to set up the Merchant for trading via the Platform, including setting up Back Office and providing menu build support (the Merchant is responsible for the actual menu build).
• SMS Fees: The SMS fees charged to Bopple in respect of facilitating a Transaction.
• Stripe: Refers to the third-party payment platform which Bopple uses. The Merchant acknowledges and accepts the Stripe terms as set out on their website https://stripe.com/au/legal/ssa.
• Support Services: The software support services in relation to the Platform, including but not limited to implementation support, training, and development services provided by us to you.
• Term: As defined in clause 4.
• Transaction: The Customer payment processed by Bopple for an Order via the Platform, including any card surcharge fees.
• User: Any person (including any Customer) that is subject to the Terms of Use and, where the context permits, includes any entity on whose behalf that person uses or accesses the Platform.
• Merchant: Any Merchant or venue using the Platform and/or any person from whom food, beverages, or goods may be purchased via the Platform.
• Websites: www.bopple.com and any other site operated by us in connection with the Platform or Services.
• You or Your: The Merchant and, where the context permits, any Affiliate or person you authorise to use the Platform and/or Services on your behalf.

General Provisions
This Agreement constitutes the entire agreement between the parties. If any provision is found invalid, the remaining provisions shall remain in effect. Merchants may not assign their rights without prior written consent from Bopple.
Any delay or failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be fully enforceable.
Bopple is not responsible for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or failures in telecommunications infrastructure.

Last updated: 11 February, 2025