Terms and Conditions

Document Information

Important Notice

These Terms are written for business use. Averis provides software, integration and payment-orchestration services. Unless a separate written agreement expressly says otherwise and the necessary regulatory and provider approvals are in place, Averis is not a bank, authorised deposit-taking institution, card acquirer, payment institution, money transmitter, escrow agent or merchant of record for a Merchant's sales. Averis does not take title to, hold or independently settle customer or merchant funds.

Payment processing, account verification, settlement, payouts, sanctions screening and other regulated payment services are provided by the applicable licensed payment provider under that provider's own terms. Nothing on the Website is legal, tax, financial, investment or regulatory advice.

1. Parties and acceptance

These Terms and Conditions are between AVERIS SOLUTIONS PTY. LTD. (ABN 60 695 090 665, ACN 695 090 665), trading as Averis Solutions (Averis, we, us or our), and the person or organisation that accesses or uses the Services (you or your). If you accept for an organisation, you confirm that you can bind it. You must be at least 18 years old and legally capable of entering a contract. You accept these Terms by using the Website, creating an account, clicking acceptance, signing an Order Form, using an API credential or otherwise using a Service.

2. Contract documents and priority

The agreement includes these Terms, any Order Form, service schedule, pricing schedule, data processing addendum, acceptable use requirements and other incorporated document. If documents conflict, the order is: data processing addendum for personal information matters, then Order Form, then service-specific schedule, then these Terms, then other incorporated policies, unless an Order Form says otherwise. A payment provider's terms are a separate agreement and do not amend the provider's own terms.

3. Services and service boundary

Services may include website access, SaaS tools, merchant onboarding workflows, checkout integration, API access, payment routing, provider connectivity, transaction-status display, webhooks, reconciliation tools, reporting, risk signals, refund and dispute workflows, technical support and related implementation services. Availability depends on the Order Form, location, business model, technical configuration, Provider approval and applicable law. Averis may pass information between you and a Provider, but the Provider decides account opening, transaction authorisation, funds holds or release, reserves, refunds, dispute handling, settlement timing and payment-method enablement.

4. Accounts and authorised users

You must provide accurate, complete and current registration information and keep it updated. You are responsible for authorised users, role assignments, account activity and the confidentiality of passwords, API keys, signing secrets and other credentials. Use multi-factor authentication where available and promptly remove access for personnel who no longer require it. Notify us immediately of suspected unauthorised access, compromised credentials, security incidents or material changes to your ownership, control, products, locations, settlement account or business model.

5. Merchant onboarding, verification and continuing review

You must provide all information reasonably requested by Averis or a Provider for onboarding, identity or business verification, beneficial ownership, underwriting, payment-method eligibility, sanctions screening, fraud prevention, tax reporting or legal compliance. You authorise Averis to collect, use, verify and share that information with Providers and relevant service providers for the purposes described in the Agreement and Privacy Policy. Pre-screening or assistance by Averis is not Provider approval and does not replace the Provider's KYC, KYB, underwriting or monitoring. You must promptly notify us of any change that makes a prior statement inaccurate or materially changes your risk profile.

6. Payment Providers and separate provider terms

Provider means Stripe, Adyen or another licensed or approved third party that supplies payment processing, acquiring, verification, settlement, payout, fraud, identity, banking or related services made available through an integration. You must comply with every Provider agreement, prohibited-business rule, payment-method rule and operating requirement that applies to your configuration. A Provider may change services or terms, withdraw a payment method, impose limits or reserves, reject a transaction, suspend a capability or terminate a Provider Account. Averis is not responsible for a Provider decision, but will provide reasonable integration support and available information.

7. Authority to act on Provider Accounts

To the extent enabled by your configuration, you authorise Averis to create or enrol a Provider Account, submit and update onboarding information, configure services, access account and transaction data, initiate API activity, create or manage payment instructions, issue refunds, submit dispute material, receive webhooks, retrieve reports and perform other activity described in an Order Form or activation flow. You may withdraw authority by notice and any required Provider disconnection process, but withdrawal does not affect prior activity, accrued fees, disputes, refunds, reversals or record-retention obligations.

8. Merchant of Record and customer relationship

The Merchant of Record is the entity legally responsible for a sale to an end customer, including the product or service, pricing, fulfilment, receipts, taxes, refunds, complaints and consumer-law obligations. In a standard ISV or SaaS direct-payment arrangement, including a typical Stripe Connect direct-charge configuration, the Merchant is the Merchant of Record and owns the customer relationship. For an Adyen for Platforms configuration, marketplace flow or another indirect-payment model, the Merchant of Record, liable account, split and loss allocation depend on the approved setup. You must not represent Averis or a Provider as the seller, Merchant of Record or guarantor unless the applicable written configuration expressly provides that role.

9. Funds, settlement and payouts

Unless expressly stated in an approved written configuration, customer payments are processed and held within the Provider's regulated or approved account structure and settled by the Provider to the verified account entitled to receive them. Averis does not take beneficial ownership of those funds. Settlement timing and availability are estimates and may be affected by Provider rules, banking hours, payment-method rules, reserves, disputes, reversals, compliance review, currency conversion and legal requirements. You must reconcile Provider reports, platform reports and your bank account and promptly report discrepancies.

10. Fees, taxes and payment

You must pay the platform, subscription, implementation, usage, transaction and other fees stated in the Order Form or pricing schedule. Provider fees may be charged separately by the Provider or, where clearly disclosed, consolidated with Platform Fees or deducted through an authorised Provider flow. Fees are exclusive of GST and other applicable taxes unless stated otherwise. Invoices are due within 14 days unless the Order Form states another period. Recurring Platform Fees may change on at least 30 days' notice, effective no earlier than the next renewal period.

11. Merchant obligations

• You are solely responsible for your goods and services, marketing claims, customer contracts, pricing, fulfilment, warranties, receipts, customer support, refunds, taxes, licences and regulatory approvals.
• Your website and checkout must clearly show your legal or trading name, contact details, product or service description, total price and currency, delivery terms, refund and cancellation policy, privacy policy and recurring-payment terms before the customer commits.
• You must use accurate Merchant of Record and statement-descriptor information, obtain lawful authorisation for charges, retain evidence of customer consent and fulfilment, and respond promptly to complaints, refund requests, disputes and Provider enquiries.

12. Acceptable use and restricted activity

You must not use the Services for illegal, fraudulent, deceptive, harmful, infringing, sanctioned, unauthorised or prohibited activity. You must not conduct transaction laundering, submit transactions for an undisclosed business, process sham or self-funded transactions, evade Provider controls, misuse another person's identity or payment credentials, test stolen cards, manipulate chargeback ratios, miscode products, conceal a business model or use the Services to hold or move funds without a genuine underlying commercial purpose.

13. Transactions, refunds, disputes and negative balances

A payment status displayed by the platform is not final until confirmed by the Provider's authoritative record or webhook. You are responsible for refunds, disputes, chargebacks, reversals, fines and negative balances allocated to you under the Provider configuration and Order Form. Averis may help transmit refund instructions or dispute evidence but does not decide payment-method disputes and does not guarantee recovery or a favourable outcome.

14. Risk monitoring and service protection

Averis and Providers may use rules, device data, transaction patterns, third-party risk data and automated tools to identify fraud, security threats, prohibited activity, compliance concerns and operational anomalies. Averis may require additional verification, restrict an API key, delay submission of an instruction, place a transaction into review or suspend platform access where reasonably necessary to protect users, Providers, the Services or the public, or to comply with law or Provider directions. Where practicable, we will give notice and an opportunity to respond.

15. Data protection and privacy

Our Privacy Policy explains how Averis handles personal information. Each party must comply with applicable privacy and data-protection law and maintain a privacy notice that accurately describes its processing. Where Averis processes personal information solely on your documented instructions, an applicable data processing addendum forms part of the Agreement. You authorise the exchange of relevant account, representative, customer, transaction, device, risk and support data between Averis and Providers to provide, secure and administer the Services.

16. Security and PCI responsibilities

Each party must use reasonable administrative, technical and physical safeguards appropriate to the data and risk, including access control, secure development, encryption in transit, vulnerability management, logging and incident response. You must follow Provider integration requirements and the PCI DSS applicable to your environment. You must not store sensitive authentication data after authorisation, including CVV/CVC, and should use Provider-hosted or tokenised payment components wherever available.

17. APIs, credentials and technical rules

You may use APIs, SDKs, webhooks and documentation only for your internal business use of the Services and in accordance with published technical limits. Use separate test and live credentials and restrict each credential to the minimum permissions needed. You must not share secret credentials, embed them in client-side software, bypass access controls, reverse engineer non-public components, scrape the Services, introduce malicious code, overload infrastructure or interfere with another user.

18. Service availability, changes and beta features

We will provide the Services with due care and skill. Unless an Order Form includes a service-level commitment, the Services are provided on an as-available basis and may be interrupted for maintenance, security, Provider outages or events beyond reasonable control. We may make reasonable changes to improve security, functionality, compliance or Provider compatibility. Beta, preview and sandbox features are for testing, may be incomplete, may change without notice and must not be used for live funds or production decisions unless expressly approved.

19. Intellectual property and feedback

Averis and its licensors own the Services, Website, software, documentation, designs, trademarks and related intellectual property. Subject to the Agreement, Averis grants you a limited, non-exclusive, non-transferable, revocable right to use the Services during the subscription term for your internal business purposes. You retain ownership of your data, branding and materials. If you provide feedback, Averis may use it without restriction or payment, provided that Averis does not identify you or disclose your confidential information without permission.

20. Confidentiality

Each party must protect the other's non-public business, technical, security and financial information using at least reasonable care and use it only to perform or exercise rights under the Agreement. Confidential information does not include information that is public without breach, already lawfully known, independently developed or lawfully received without confidentiality duty. On request or termination, each party must return or delete confidential information where reasonably practicable, subject to legal retention, security backups and continuing transaction, dispute and audit needs.

21. Warranties and Australian Consumer Law

Each party warrants that it has authority to enter the Agreement. You also warrant that your use of the Services, instructions, data, goods, services and customer practices comply with law and do not infringe third-party rights. Except for express commitments in the Agreement and rights that cannot be excluded, Averis does not warrant that every Provider will approve you, every transaction will be authorised, settlement will occur by a particular time, risk tools will detect every issue or the Services will be uninterrupted or error-free. Nothing excludes rights under the Australian Consumer Law where doing so would be unlawful.

22. Liability

Neither party is liable to the other for indirect, incidental, special or consequential loss, or loss of profit, revenue, goodwill, opportunity or anticipated savings, except to the extent the exclusion is prohibited by law. Subject to the consumer-law paragraph and the carve-outs below, each party's aggregate liability arising from the Agreement in any 12-month period is limited to the greater of AUD 10,000 and the fees paid or payable to Averis for the affected Services in that period. The cap does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, infringement, unpaid fees, or breach of privacy or security obligations to the extent liability cannot reasonably or lawfully be limited.

23. Indemnities

You indemnify Averis against third-party claims and properly documented losses arising from your unlawful goods or services, breach of customer obligations, infringement by your materials, unauthorised instructions, or breach of the merchant, acceptable use, privacy, security or API clauses, except to the extent caused by Averis's breach, negligence, wilful misconduct or fraud. Averis must promptly notify you of an indemnified claim, allow you reasonable control of the defence and settlement, and provide reasonable cooperation at your cost.

24. Suspension and termination

Either party may terminate a month-to-month Service on 30 days' written notice. A fixed term renews only as stated in the Order Form. Either party may terminate for a material breach that is not cured within 14 days after notice. Averis may suspend only the affected Service where reasonably possible and must use proportionate measures. On termination, your right to use the Services ends and clauses intended to survive continue, including confidentiality, intellectual property, liability, disputes and record retention.

25. Complaints and dispute resolution

Please first send a written complaint to info@averissoulution.com or the postal address in clause 27. Include your business name, contact details, account identifier, relevant transaction references and the outcome requested. We will acknowledge a complaint within a reasonable time and aim to provide a substantive response within 30 days. Before starting court proceedings, each party must try in good faith for at least 20 business days to resolve the dispute through senior representatives, except for urgent injunctive relief, debt recovery for an undisputed amount or a statutory complaint right.

26. Changes to these Terms

We may update these Terms to reflect legal, security, Provider or service changes. We will post the updated version and effective date and, for account holders, provide reasonable notice of a material adverse change. A material adverse change applies no earlier than 30 days after notice unless a shorter period is reasonably required by law, a Provider, payment-method rules or an urgent security issue. Where the change materially reduces a paid Service and is not required for those reasons, you may terminate the affected recurring Service before it takes effect.

27. General and contact

The Agreement is governed by the laws of Victoria, Australia. Subject to clause 25 and any non-excludable right, the courts of Victoria and courts entitled to hear appeals from them have exclusive jurisdiction. Neither party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant business assets. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. If a provision is unenforceable, it will be read down to the minimum extent necessary and the remainder continues.

Schedule 1 - Provider-specific platform terms

This Schedule applies only when the relevant Provider integration is enabled for you. It supplements, and does not replace, the Provider's own agreement.