MENUMIZ MERCHANT AGREEMENT (AUSTRALIA)

MENUMIZ POS SERVICE

Including Menumiz Pay terms & conditions

Effective: 10 April  2025


1. PARTIES INFORMATION

The Company
Entity: Universal Apps Pty Ltd (“menumiz” or “the Company”)
ABN: 87622689794
Registered Address: Lot 14, North Terrace, Adelaide, SA 5000, Australia
Email: info@menumiz.com

The Client / Sub-Merchant
Entity name: {client_company}
Business ID: {customers_business_id}
ABN: {customers_abn}
Business Address: {client_address} {client_city} {client_zip} {client_state}
Contact person: {contact_firstname} {contact_lastname}
Mobile: {contact_phonenumber}
Email: {contact_email}

2. INTRODUCTION AND ACCEPTANCE

By electronically executing this Agreement within the menumiz CRM portal, the Client acknowledges that it has read, understood, and accepted all terms and conditions herein. This Agreement governs the use of all menumiz™ software, applications, and services, including payment services branded as Menumiz Pay, and supersedes any prior understandings relating to the same.

3. DEFINITIONS

For the purposes of this Agreement, unless the context otherwise requires:

“Universal Apps”, “menumiz”, “We”, “Us”, “Our”, “Our Company”: Universal Apps Pty Ltd, its subsidiaries, affiliates, suppliers, partners, or authorised agents worldwide.
“Client”, “Business”, “Merchant”, “Sub-Merchant”, “You”, “Your”: The entity named in the Parties Information and subscribing to menumiz™ Services.
“menumiz™”: The platform accessible at https://www.menumiz.com and all subdomains, web and mobile applications.
“menumiz System”: The menumiz™ POS, menumiz™ Business App, web and mobile applications, dashboards, databases, and all third-party technical integrations (including payment gateways, SMS, and internet services).
“menumiz™ POS”: The menumiz™ POS mobile application available in app stores and at https://app.menumiz.com.
“Product(s)” / “Service(s)”: POS, management, ordering, and payment services provided through menumiz™.
“Guest(s)” / “Customer(s)”: Consumers who use menumiz™ to order or pay.
“Meal”: Any food or beverage, whether prepared, packaged, or raw.
“Tobacco”: Includes cigarettes, cigars, pipes, and shisha (for tobacco use only), where lawful.
“Account”: The Client’s registered business account associated with an email and mobile number.
“User(s)”: Persons authorised by the Client to access the Account.
“Restaurant ID”: A unique identifier assigned by menumiz™ to each business for authentication.
“QR Code”: A machine-readable Quick Response code generated by the System.
“QR Code Disk”: A resin self-adhesive disk designed and printed by menumiz™ displaying a menu QR code.
“eWaiter”: An AI service where customers can order food via chat or voice command in the menumiz portal.
“Menumiz Pay”: The electronic payment and settlement service operated by menumiz™ acting as a Payment Facilitator and using Nuvei or another approved Acquirer for transaction processing.
“Payment Facilitator”: An entity authorised by an Acquirer to onboard and manage sub-merchants for card acceptance/settlement under a master-merchant arrangement.
“Acquirer”: A licensed financial institution or processor that acquires card transactions on behalf of menumiz™ and settles funds to sub-merchants.
“Sub-Merchant”: The Client authorised by menumiz™ to accept electronic payments through Menumiz Pay in accordance with this Agreement.
“Transaction”: Any payment or attempted payment processed via Menumiz Pay for food, beverages, goods, or related services supplied by the Client.
“Chargeback”: A reversal or recall of a Transaction initiated by a cardholder, issuing bank, network, or Acquirer requiring refund of the original transaction amount.
“Chargeback Fee / Penalty / Adjustment”: Any fee, fine, or deduction imposed by the Acquirer or Payment Facilitator in connection with a disputed or reversed Transaction.
“Settlement”: The remittance of cleared Transaction proceeds, net of MDR, fees, adjustments, refunds, or chargebacks, from menumiz™ to the Client’s designated account.
“MDR (Merchant Discount Rate)”: The percentage fee applied to each Transaction under Menumiz Pay as listed in Appendix I.
“KYC / KYB Verification”: Know-Your-Customer / Know-Your-Business checks required prior to activation or continuation of Menumiz Pay.
“Settlement Cycle”: The periodic schedule on which Menumiz Pay disburses cleared funds (e.g., Mondays and Thursdays).
“Settlement Threshold”: The minimum aggregate net amount (currently AUD 100) required before a Settlement is effected.
“Inactive Account”: A Menumiz Pay account with no processed Transactions for six (6) consecutive months.
“Force Majeure Event”: An event beyond a party’s reasonable control including system failure, network outage, natural disaster, regulatory action, or similar.

4. SCOPE OF SERVICES

4.1 The menumiz System provides a cloud-based point-of-sale and management platform for hospitality businesses, including digital menu management, ordering, and payment processing.
4.2 Services must be used solely for lawful business purposes within the Client’s licensed food and beverage operations. Use of the Services does not transfer any ownership of menumiz™ intellectual property.

4.3 The menumiz™ platform includes a range of features and services, depending on the plan subscribed. These include:

       

       General Services:

        Payment service:

 

5. ACCOUNT MANAGEMENT

5.1 Account Creation and Use: The Client must be legally authorised to enter binding contracts and must maintain accurate ABN, address, and business licence details. Multiple accounts for the same business are not permitted.
5.2 Account Security: The Client is responsible for all activity under its Account, shall keep credentials secure and current, and shall promptly notify abuse@menumiz.com of any unauthorised access. If admin access is granted to menumiz™ support staff, the Client must reset or disable such access after support completion.
5.3 Restaurant ID: Each business receives a unique Restaurant ID for authentication; it must be kept confidential and shared only with authorised personnel.

Below is a complete copy-paste section you can insert into your agreement, preferably after Clause 5 – Account Management or after Clause 14 – Term & Termination.

5.4 Change of Ownership, Control, Business Sale, Transfer and Menumiz Pay Settlement

5.4.1 Notice of Change

The Client must notify menumiz in writing at least thirty (30) days before any actual or proposed change affecting the ownership, control, management, operation, ABN, ACN, business name, premises, licence holder, beneficial ownership, directors, shareholders, partners, trustees, responsible persons, authorised representatives, or settlement bank account of the Client or the Business.

5.4.2 Definition of Change Event

A “Change Event” includes, but is not limited to:

(a) the sale, transfer, lease, assignment, disposal, or handover of the Business or restaurant;

(b) any change of ABN, ACN, company, trust, partnership, sole trader, legal entity, trading entity, or entity operating the Business;

(c) any change of directors, shareholders, beneficial owners, controllers, partners, trustees, responsible persons, authorised representatives, or management control of the Client;

(d) transfer of the Business to a related entity, family member, purchaser, franchisee, nominee, new operator, or any other person or entity;

(e) continued trading from the same premises, under the same or similar business name, brand, menu, staff, customer base, telephone number, website, social media account, online ordering channel, or public identity, whether under the same or a different ABN;

(f) any arrangement where another person or entity takes over, controls, benefits from, or uses the menumiz Services, menumiz Account, Restaurant ID, QR code, online ordering portal, POS system, Menumiz Pay facility, or settlement account; or

(g) any dispute or uncertainty regarding who owns, controls, operates, manages, or is entitled to receive settlements from the Business.

5.4.3 Same Legal Entity / Same ABN

Where the same legal entity continues to operate the Business, including where only shareholders, directors, controllers, beneficial owners, responsible persons, or management change, this Agreement remains fully binding on the Client. The Client remains liable for all fees, lock-in obligations, subscription fees, setup fees, hardware obligations, Menumiz Pay obligations, refunds, chargebacks, penalties, damages, taxes, collection costs, legal costs, and any other liabilities under this Agreement.

5.4.4 New Legal Entity / New ABN / New Owner

Where the Business is sold, transferred, leased, assigned, handed over, or operated by a new legal entity, new ABN, new ACN, new owner, new operator, or new controller, this Agreement does not automatically transfer to the incoming party. The incoming party must sign a new menumiz agreement or deed of novation in a form acceptable to menumiz before using or benefiting from the menumiz Services.

5.4.5 Client Obligation to Arrange Novation or New Agreement

The Client must ensure that any purchaser, transferee, incoming owner, incoming operator, related entity, family member, franchisee, nominee, or other person taking over the Business signs a new menumiz agreement or deed of novation before taking over the Business or using the menumiz Services.

5.4.6 Original Client Remains Liable

Until menumiz has approved the transfer in writing, and the incoming party has signed all required documents and completed all required checks, the original Client remains fully liable for this Agreement. This includes all unpaid invoices, remaining lock-in fees, subscription fees, setup fees, hardware obligations, return of loaned or leased devices, Menumiz Pay liabilities, refunds, chargebacks, settlement adjustments, penalties, damages, taxes, legal costs, collection costs, and administrative costs.

5.4.7 No Unauthorised Use by New Owner or Third Party

The Client must not allow any new owner, new operator, purchaser, transferee, staff member, related entity, family member, franchisee, nominee, or third party to use, control, access, or benefit from the menumiz Account, Restaurant ID, QR code, ordering portal, POS system, Menumiz Pay facility, payment account, settlement account, or any related service without menumiz’s prior written approval.

5.4.8 Unauthorised Transfer is a Material Breach

Any unauthorised transfer, assignment, sharing, continuation, sale, handover, or use of the menumiz Services by another person or entity is a material breach of this Agreement. In such circumstances, menumiz may immediately suspend or terminate the Services, suspend Menumiz Pay, place settlements on hold where legally permitted, disable access, recover hardware, charge all outstanding and remaining contract amounts, and recover any loss, damage, refund, chargeback, penalty, compliance cost, legal cost, collection cost, or administrative cost incurred.

5.4.9 Immediate Payment on Unnotified Sale or Transfer

If the Client sells, transfers, hands over, closes, or ceases to operate the Business without giving prior written notice to menumiz and without arranging a signed novation or new agreement with the incoming party, all unpaid invoices, remaining lock-in fees, hardware costs, payment-related liabilities, refunds, chargebacks, settlement adjustments, penalties, legal costs, collection costs, and applicable administrative costs become immediately due and payable.

5.4.10 menumiz May Refuse Transfer

menumiz may, at its sole discretion, refuse to approve any transfer, novation, continuation of Services, or Menumiz Pay application by a new owner or operator, including where the incoming party fails KYC/KYB checks, credit checks, payment-facilitation requirements, risk assessment, acquirer requirements, or does not agree to menumiz’s then-current terms, pricing, plan, payment requirements, or compliance obligations.

5.4.11 Liability Before Approved Transfer

If menumiz approves a transfer or novation, the original Client remains liable for all obligations, debts, refunds, chargebacks, penalties, damages, breaches, and payment disputes arising before the effective date of the approved transfer, unless menumiz expressly releases the Client in writing.

5.4.12 No Automatic Release

A sale of the Business, change of ownership, change of shareholders, change of directors, change of ABN, change of operator, change of premises control, change of settlement account, closure of the Business, or transfer of management does not release the Client from this Agreement unless menumiz provides an express written release.

5.4.13 Menumiz Pay Settlement During Change Events

If menumiz becomes aware of any actual, suspected, or proposed Change Event, including a sale of the Business, change of operator, change of ABN, change of ownership, change of control, change of settlement bank account, or dispute regarding the rightful owner or operator of the Business, menumiz may immediately place Menumiz Pay settlements on hold until ownership, authority, settlement entitlement, legal responsibility, and account responsibility are clarified to menumiz’s satisfaction.

5.4.14 Fresh Menumiz Pay Application Required for New Owner

Where the Business is transferred to a new owner, new operator, new legal entity, new ABN, new ACN, or new controller, Menumiz Pay will not automatically transfer. The incoming owner or operator must submit a fresh Menumiz Pay application, complete all required KYC/KYB, credit, risk, compliance, acquirer, and payment-facilitation checks, and be approved by menumiz and/or its payment partners before Menumiz Pay can be activated or settlements can be made to the incoming owner or operator.

5.4.15 Settlement Hold Pending Approval

Until the incoming owner or operator has been approved for Menumiz Pay and has signed all required agreements, menumiz may hold settlements, suspend payment processing, disable Menumiz Pay, or apply any other reasonable risk-control measure. Any settlement hold may continue until menumiz is satisfied that the correct legal entity, authorised representatives, beneficial owners, ABN, ACN, bank account, and business ownership have been verified.

5.4.16 No Notice of Change — Existing Agreement and Settlement Details Remain Valid

If the Client does not notify menumiz in writing of a Change Event before it occurs, menumiz is entitled to rely on the existing Agreement, existing Client details, existing authorised contacts, existing ABN/ACN information, and existing settlement bank account information as valid and current. In such circumstances, menumiz may continue settling Menumiz Pay proceeds to the existing approved settlement account and existing approved Client or owner. menumiz shall not be liable to any incoming owner, purchaser, operator, shareholder, director, nominee, related entity, or third party for payments settled in accordance with the information held by menumiz at the time.

5.4.17 Client Indemnity for Failure to Notify

The Client indemnifies menumiz against any loss, claim, dispute, refund, chargeback, settlement dispute, payment dispute, ownership dispute, bank account dispute, regulatory issue, penalty, legal cost, collection cost, administrative cost, or damage arising from the Client’s failure to notify menumiz of a Change Event or from allowing another person or entity to use the menumiz System or Menumiz Pay before written approval is granted.

5.4.18 Settlement Account Changes

The Client must not change, redirect, replace, or nominate a new settlement bank account for Menumiz Pay unless the change is requested by an authorised representative of the approved Client and accepted by menumiz in writing after completion of any required verification checks. menumiz may refuse or delay any settlement account change where there is uncertainty, ownership change, suspected fraud, incomplete KYC/KYB, or any unresolved payment, chargeback, refund, or compliance risk.

5.4.19 Continued Use After Change Event

Any continued use of the menumiz Services or Menumiz Pay after a Change Event without menumiz’s written approval does not create any right in favour of the incoming owner, operator, purchaser, transferee, or third party. Such use is unauthorised, and menumiz may suspend access, stop payment processing, hold settlements, and require the incoming party to submit a new application and sign a new agreement.

5.4.20 Survival

This clause survives termination, expiry, suspension, business sale, business closure, change of ownership, change of control, change of ABN, change of operator, and any attempted transfer of this Agreement.

6. COMPLIANCE WITH LAW

The Client shall comply with all applicable laws governing its operations, including food safety, health regulations, licensing, alcohol/tobacco laws, privacy, consumer, tax, and anti-money-laundering requirements.

7. SYSTEM SETUP & OPERATION

7.1 SaaS Wizard-Based Setup: menumiz™ is designed for self-setup, management, and maintenance. A one-time setup and menu design are included in the initial setup fee; subsequent menu redesigns are chargeable at AUD 100 per request.
7.2 Technical Requirements: The Client is solely responsible for reliable high-speed internet and venue LAN/Wi-Fi. menumiz™ is not responsible for internet/Wi-Fi/network configuration or cabling.


7.3 Always-On Device: At least one device (tablet/iPad) must remain (i) online, (ii) charged, (iii) unlocked, and (iv) running the menumiz™ Printer Utility App (MOAP) with all permissions for cloud printing, to ensure order receipt in the kitchen. menumiz™ accepts no responsibility for failed printing or order transmission loss caused by network or device malfunction or any mistake form your side in deploying using our service (including but not limited to: Logging out from the app, changing IPs, not connecting to same WIFI as prinetrs, taking devices out of venue  and forgetting to replace them).

7.4: menumiz™ is compatible only with ESC/POS thermal printers listed in the printer setup module within the platform. Compatibility with any other printer models is not guaranteed, and menumiz™ makes no representation that unlisted printers will operate smoothly or reliably with the system.

7.5: A service fee of AUD $199 applies if you request a menumiz™ technician to attend your premises to perform LAN wiring (Other Terms & Condition may apply ), configure your existing printers, or provide related setup assistance. This service is provided on a best-effort basis only, and menumiz™ does not guarantee successful configuration or functionality of any third-party hardware. 

7.6: menumiz™ is a hardware-agnostic web application; however, we do not guarantee compatibility with any existing hardware you may use. You may be required to update or upgrade your hardware to ensure proper functionality of the Services.

7.7: Should you be provided with any hardware (e.g., a printer) by menumiz, such hardware is intended for use exclusively with menumiz solutions. We do NOT guarantee compatibility with any other software, systems, or services you may use

 

8. MENU & QR CODE USAGE

8.1 The Client must create and maintain its digital menu accurately in menumiz™.
8.2 Display Obligation: QR codes must be clearly displayed on tables or displays. Hiding, removing, or obscuring QR codes constitutes a breach and incurs a AUD 300 penalty plus recovery of damages (e.g., cost of free QR disks).

9. BILLING & FINANCIAL TERMS (GENERAL SERVICE FEES)

9.1 Fee Components: The Client shall pay: (a) Subscription Fees (plan/usage), (b) Setup Fees(onboarding/configuration/menu design), (c) Support & Service Fees (training/technical services), (d) Hardware/Lease Fees (purchase/rental), and (e) applicable Taxes (including GST) specified in Appendix I.
9.2 Invoicing & Payment: Invoices are due within 7 days of issue. Accounts overdue beyond 14 days may be suspended; accounts overdue beyond 90 days may be permanently closed with data deletion.
9.3 Refunds: Setup, onboarding, support, hardware, and termination are non-refundable.
9.4 QR Disks and Loan Devices:
(a) If provided free, each QR disk is valued at AUD 8.90; if termination occurs within 6 months of first use, the Client must pay for all disks. Disks are non-refundable.
(b) Loaned devices (printers/terminals/tablets/iPads) must be returned within 7 days of termination in good working condition; failing which the retail price of a new same-model device will be charged.
(c) Leased Devices remain the property of menumiz™ until all lease payments are fully completed; upon settlement of the final instalment, ownership transfers automatically to the Client.

10. MENUMIZ PAY – PAYMENT FACILITATION TERMS

10.1 Purpose and Eligibility

Menumiz Pay enables the Client to receive payment for food/goods and/or services from customers via the menumiz System. The Company acts as Payment Facilitator using Nuvei as Acquirer. The service may only be used for the Client’s lawful food-services business. An active menumiz ePOS plan and a physical establishment/legal presence are required.

10.2 menumiz Pay Service application

The Client must submit a complete Sub-Merchant application with all supporting documents for KYC/KYB. The Client may use Menumiz Pay only upon Company approval, which will be delivered electronically.

10.3 Acknowledgement of Risks in Electronic Transactions

10.3.1 The Client acknowledges the risks in electronic transactions and shall retain not less than eighteen (18) months of records of sale, delivery, and payment (e.g., tax invoices, shipping slips, receipts). The Client shall promptly provide relevant information/documents when requested and cooperate fully with investigations.
10.3.2 In case of refusal, non-receipt, cancellation or hold of payment, suspected dishonest card use, or any event causing the Company’s funds to be deducted/compensated/claimed by banks, financial institutions, or other persons, the Client shall reimburse the Company in full. The Company is entitled to immediately set-off such amounts against payments otherwise payable to the Client, without objection.

10.4 Service Fee Structure (MDR and Payment-Related Fees)

10.4.1 MDR: For each Transaction, the Company deducts the Merchant Discount Rate specified in Appendix I (and applicable plan terms).
10.4.2 Other Payment Fees: Chargeback fees, penalties, foreign card/cross-border fees, reactivation/maintenance fees (if any), and any Acquirer/network fees apply as relevant.
10.4.3 Deductions & Settlement: The Company may deduct MDR, charges, penalties, adjustments, chargebacks, and taxes prior to Settlement. Settlement occurs on scheduled days per Appendix I (currently Monday & Thursday) and is subject to a Settlement Threshold of AUD 100 net after deductions.
10.4.4 Rate Changes: The Company may amend MDR or other payment fees by giving at least seven (7) days advance notice; such notice forms part of this Agreement.

10.5 Menumiz Pay Service

10.5.1 The Company gathers payments on behalf of the Client and, after deductions under 10.4, remits funds to the Client’s account in accordance with plan/ePOS settlement method. The Client is responsible for any bank/remittance fees.
10.5.2 Per-transaction caps and daily limits (including per-card per-user accumulations) apply and vary by plan; the Client must maintain alternative payment methods (e.g., cash, POS terminal) to avoid disruption.
10.5.3 Inactivity: If no Menumiz Pay transactions occur for six (6) consecutive months, the Company may terminate Menumiz Pay; a non-refundable activation fee of $299 applies to resume.
10.5.4 The Client must deliver goods/services after payment as per the customer’s order in the menumiz ePOS. The Client is solely responsible for accurate pricing, taxes, tips, and surcharges billed to customers. The Company shall not correct or return monies for Client pricing errors; such issues are solely between Client and customers.
10.5.5 Settlement is also subject to partner channel/Acquirer limits; if amounts exceed limits, Settlement may be made in more than one transfer.
10.5.6 The Company reserves the right to open only one Menumiz Pay sub-merchant account for the Client; duplicate accounts may be cancelled.

10.6 Service Delivery

The Company endeavours to deliver continuous service but does not guarantee 100% uptime. Service levels depend on third-party systems outside the Company’s control. The Company is not liable for any loss, damages, or business interruptions caused by downtime.

10.7 Responsibilities of the Sub-Merchant

10.7.1 Issue receipts/tax invoices or other evidences of payment to customers as required by law.
10.7.2 Deliver goods/services upon confirmed payment.
10.7.3 Do not misrepresent goods/services or mislead customers; repeated complaints for misrepresentation may result in immediate termination.
10.7.4 Comply with surcharge laws; the Client bears full responsibility for any penalties and any damages imposed on the Company by authorities arising from Client surcharge practices.
10.7.5 Set-Off & Interest: The Company may set off any amounts owed by the Client; unpaid balances are due within 10 days of invoice issuance and shall accrue 20% per annum interest from the due date until paid in full.
10.7.6 The Client accepts responsibility for errors arising from its pricing, tax, or data and for any customer remediation.
10.7.7 The Client acknowledges that refunds/payment cancellations issued to customers by the Company in disputed cases may be executed at the Company’s discretion under its customer care policy; the Client shall absorb such refunds/cancellations.

10.8 Representations and Warranties

The Client represents that information provided is correct; that it operates a lawful, duly licensed food services business; and that goods/services processed are not prohibited by law or contrary to public morals. Breach entitles immediate termination and damages.

10.9 Marketing Activities

10.9.1 Licence: The Client grants the Company a non-exclusive, non-transferable, royalty-free licence to use its name/logo/marketing materials as reasonably necessary to perform obligations, including public reference to the Client as a user of the Services, and warrants it holds all necessary permissions.
10.9.2 The Client agrees to advertise its goods/services and its use of the Company’s Services for receipt of payments.
10.9.3 Decals: The Client must display Company-provided decals/signage visibly to inform customers.
10.9.4 The Client shall not verbally or non-verbally influence or interfere with customers’ choice of payment method.
10.9.5 The Client shall not object to random checks by Company inspectors to verify compliance.

10.10 Exclusion

If the Services have any error, delay, suspension or disruption arising from connection/system/computer/virus issues, force majeure, or other causes beyond the Company’s control, the Client shall not claim damages against the Company. The Client must promptly notify the Company and cooperate fully in remediation.

10.11 Term and Termination (for Payment Service)

10.11.1 This Menumiz Pay section is effective from activation. Either party may terminate Menumiz Pay with at least 30 days prior written notice.
10.11.2 Immediate suspension/termination may occur if:
(a) false information is used/declared;
(b) a breach is not cured within 15 days of notice;
(c) bankruptcy, dissolution, or loss of legal capacity;
(d) sanctions concerns, money-laundering suspicion, or prohibited businesses per Acquirer policy;
(e) abuse for criminal activity, including fraudulent card transactions.
Upon termination, the Client must remove Menumiz Pay decals; termination does not prejudice accrued rights.

10.12 Tax

Each party shall comply with its tax obligations, including withholding and remittance of GST/VAT/SST as applicable. The Client is solely responsible for any stamp duty.

10.13 Intellectual Property (Payment Service)

All IP in Company documents, websites, logos, designs, and materials remains the property of the Company. The Client must not exploit or harm such IP without prior written consent.

10.14 Amendment

Any changes to these payment terms must be in writing and executed by authorised representatives, except that fee changes under 10.4.4 may be effected by advance notice and shall form part of this Agreement.

10.15 Governing Law (Payment Service)

This Section 10 is governed by the laws of South Australia.

10.16 Miscellaneous 

10.16.1 The Company’s duty is only to collect payments on behalf of the Client; the Company is not a party to contracts between the Client and its customers/clients and is not jointly liable for any disputes; the Client is solely responsible for such disputes.10.16.2 The Company is not responsible for any intentional or negligent disclosure by the Client (or third parties) of bank accounts, credit card data, usernames/passwords, or for dishonest acts by the Client/others.


10.16.3 For security and compliance, if the Company discovers a transaction that is incorrect or appears dishonest/fraudulent, the Client agrees the amount may be confiscated/frozen pending claims. After verification and deduction of fees/expenses, the Company may return the net amount to the genuine owner. The Client shall cooperate with document/information requests and accepts temporary account suspension.


10.16.4 Assignment & Confidentiality: The Client must not assign or transfer its rights/duties/benefits/claims without the Company’s written consent; if consent is granted, the Client remains liable. All documents and information obtained are confidential trade secrets; neither party may disclose them except as required by law. The Company may assign/transfer its rights/benefits/claims, in whole or part, without Client consent.


10.16.5 Severability: If any provision is invalid, the remaining provisions remain in full force.


10.16.6 AML Compliance: The Client acknowledges and agrees to comply with anti-money-laundering laws and to complete KYC/KYB and credit checks upon request.


10.16.7 The Client shall not impose any surcharge or mark-up beyond the MDR rates stipulated in Appendix I; any such unauthorised surcharge constitutes a breach and the Client bears all resulting complaints, disputes, or penalties.


10.16.8 These Menumiz Pay terms override provisions of any previous agreements between the Client and the Company concerning Menumiz Payment services.

10.16.9 This contract is strictly confidential. The client agrees not to disclose any of its terms, negotiated rates, or details to any third party, including other businesses or competitors, without prior written consent. The client shall be liable for any damages or losses arising from the disclosure of this contract or its terms in the market. This clause does not apply to any information that is publicly available on the menumiz website.

10.16.10 Plans and subscriptions are not transferable and are strictly assigned to a single ABN. Multiple businesses cannot use or share the same access.

10.16.11 Non-Transferability of Menumiz Pay

Menumiz Pay is approved only for the specific Sub-Merchant, ABN, legal entity, business premises, authorised representatives, beneficial owners, and settlement bank account approved by menumiz and/or its payment partners.

The Client must not sell, assign, transfer, share, sublicense, lend, redirect, or allow another person or entity to use Menumiz Pay, the payment account, payment gateway, payment credentials, QR ordering payment facility, online ordering payment facility, or settlement account without menumiz’s prior written approval.

Any unauthorised use or transfer of Menumiz Pay is a material breach of this Agreement and may result in immediate suspension, settlement hold, termination, recovery of losses, and reporting to payment partners, acquirers, regulators, banks, or law-enforcement agencies where required.

 

10.17 Onbaording & Billing

10.17.1 The Company will commence the onboarding process immediately upon execution of this Agreement and receipt of the applicable setup fee (if any).

10.17.2 The Company may offer Free Billing Days during the onboarding phase (“Onboarding Grace Period”), during which no subscription fees will be charged. Details of the Onboarding Grace Period are set out in Appendix I.

10.17.3 The Company shall not be responsible for any delays caused by the Client, including but not limited to delays in providing required content, menu materials, images, setup fee payment, hardware preparation, or availability for training.

10.17.4 Subscription charges will commence immediately after the Onboarding Grace Period ends, regardless of whether the Client has commenced or actively used the system. 

10.17.5 Lock-in Contract starts from the day you signed this contract. 

11. INTELLECTUAL PROPERTY (GENERAL )

All intellectual property rights in menumiz™ content, wording, images, signs, logos, trademarks, trade names, and design works are owned by Universal Apps Pty Ltd. The Client must not copy, modify, adapt, or exploit such IP, nor make any advertisement or representation using such IP, without prior written consent.

12. CONFIDENTIALITY & DATA PRIVACY

The parties shall keep confidential all information and materials obtained under this Agreement. Customer personal data (including mobile numbers, emails, IPs, or other identifiers) will not be shared with the Client; only the customer’s first name may appear in the order interface for tracking. All other customer data remains confidential and is stored/handled in accordance with menumiz™ data protection and privacy policies.

13. WARRANTY, LIABILITY & REFUND POLICY

Except as required by Australian Consumer Law:
13.1 Services are provided “as is”, without warranty as to uninterrupted performance or error-free operation.
13.2 menumiz™ is not liable for any loss caused by the Client’s negligence or breach, and vice versa.
13.3 If statutory guarantees are not met, liability is limited to resupplying services or reimbursing the equivalent cost.
13.4 AI eWaiter relies on third-party services (including OpenAI) and may produce mistakes or experience interruptions; no warranty is given for accuracy or availability.
13.5 All setup/onboarding/hardware fees are non-refundable, and the Client cannot terminate during a lock-in period without paying the full remaining term.

13.6  Refunds will not be provided for change of mind, including cases where a competitor offers a cheaper or free service, where a third-party integration does not function with the system (unless such integration is explicitly included as a feature in the selected plan on our website), or where hardware compatibility issues arise, or where you face network , WIFI or internet coverage issue in your venue. 

14. TERM & TERMINATION (GENERAL services )

14.1 During any lock-in period, early termination is prohibited. If early termination occurs, the Client must pay all remaining fees through the end of the agreement and a AUD 500 penalty.
14.2 All unpaid invoices and hardware fees remain due upon termination.
14.3 If any outstanding debt is referred to a debt collector or legal action, the Client shall pay 8% annual interest on the balance and all legal/administrative/collection expenses.
14.4 All outstanding amounts become immediately due and payable upon termination. No refunds will be issued for setup, onboarding, or hardware costs.

14.5 The company reserves the right to terminate this contract without notice in case of fraud, criminal acitivty or any national force majure. 

14.6 In the event of a proven permanent business shutdown, the Client may terminate the lock-in contract withoutpenalty by providing three (3) months’ written notice or payment in lieu of notice.

14.7 In the event of early termination for any reason, where the company has provided complimentary or free hardware as part of the plan, such hardware must be returned to the company in good working condition, fair wear and tear excepted, with all shipping and return costs to be borne by the merchant. If the hardware is not returned, or is returned damaged, faulty, or not in good working condition, the merchant will be liable to pay the full replacement cost of equivalent new hardware at the prevailing market price.

15. PROMOTION & CUSTOMER INTERACTION

The Client must (a) display the official menumiz™ decal/signage at the venue entrance, (b) encourage customers to use QR ordering, and (c) ensure at least one connected device is available for staff to place manual orders.

16. TAXES

Each party is responsible for its own tax obligations (including GST). The Client must not impose surcharges or mark-ups on payment transactions beyond the MDR rates stated in Appendix I or otherwise permitted by law.

17. GOVERNING LAW & JURISDICTION

This Agreement is governed by the laws of South Australia, and any disputes shall be heard exclusively in the courts of Adelaide, SA.

18. ENTIRE AGREEMENT & EXECUTION

This document constitutes the entire agreement between the parties regarding menumiz™ Services and Menumiz Pay and supersedes all prior understandings related to these services. It is executed electronically via the menumiz CRM portal; electronic acceptance constitutes a binding signature.

18.1 Assignment, Novation and Transfer

The Client must not assign, novate, transfer, sublicense, share, sell, lend, or otherwise deal with this Agreement, the Account, Restaurant ID, QR code, POS system, Menumiz Pay facility, payment account, settlement account, hardware, plan, subscription, pricing, rights, benefits, or obligations under this Agreement without menumiz’s prior written consent.

Any attempted assignment, novation, transfer, sharing, sale, handover, continuation, or unauthorised use without menumiz’s written consent is void and constitutes a material breach of this Agreement.

The Client remains liable for all obligations under this Agreement unless and until menumiz signs a written release or deed of novation.

menumiz may assign, transfer, subcontract, or deal with its rights, obligations, benefits, claims, receivables, or operations under this Agreement to any related entity, successor, payment partner, acquirer, service provider, purchaser, assignee, debt collector, or financing party without requiring the Client’s consent, provided this does not materially reduce the Client’s rights under applicable law.

18.3 Authority to Sign

The person signing this Agreement on behalf of the Client represents and warrants that they:

(a) are authorised to enter into this Agreement on behalf of the Client;

(b) have authority to bind the Client to all obligations under this Agreement;

(c) have authority to submit the Client’s Menumiz Pay application and provide KYC/KYB information;

(d) have authority to nominate the settlement bank account;

(e) have authority to disclose information about the Client’s directors, shareholders, beneficial owners, controllers, trustees, partners, managers, and responsible persons;

(f) have provided true, complete, and accurate information to menumiz; and

(g) will promptly notify menumiz of any change to their authority or any Change Event.

If the person signing does not have such authority, they agree that they may be personally liable to menumiz for any loss, claim, damage, refund, chargeback, penalty, cost, or liability suffered by menumiz as a result of menumiz relying on their signature, representation, instruction, or information.

18.3 Execution and Electronic Acceptance

This Agreement may be executed electronically through the menumiz CRM portal, online acceptance process, digital signature, email confirmation, checkbox acceptance, or any other electronic method accepted by menumiz.

By electronically signing, submitting, ticking acceptance, or otherwise accepting this Agreement, the person signing confirms that:

(a) they have read, understood, and accepted this Agreement;

(b) they are authorised to bind the Client;

(c) the Client’s information, ABN, ACN, business details, ownership details, responsible person details, authorised representative details, and settlement bank account details are true and correct;

(d) they will notify menumiz of any Change Event before it occurs;

(e) the Client agrees that Menumiz Pay is not transferable and requires fresh approval for any new owner, new operator, new ABN, new entity, or new settlement account;

(f) where the personal guarantee section is accepted, they also sign personally as guarantor and indemnifier; and

(g) electronic acceptance has the same legal effect as a handwritten signature.


This agreement is accepted digitally and no signature is required.