Business Partner Agreement (Merchant Terms)

BY COMPLETING THE MERCHANT ONBOARDING PROCESS AND ACTIVATING A BUSINESS PROFILE, YOU AGREE TO THESE TERMS ON BEHALF OF YOUR BUSINESS ENTITY.

1. Introduction

These Business Partner Agreement terms ("Merchant Terms") form a binding legal agreement between the business entity identified during onboarding ("Merchant", "you") and Stratosyte Pty Ltd (ABN 95 682 286 326) ("KeepMyBooking", "we"). These Merchant Terms apply together with, and are incorporated by reference into, our Consumer Terms of Service to the extent applicable, Privacy Policy, Acceptable Use Policy, Cancellation & Refund Policy, Subscription Terms, Data Processing Addendum, and all other Platform policies, standards, guidelines, and operational rules notified or made available to you from time to time. In the event of inconsistency, these Merchant Terms prevail to the extent of that inconsistency for Merchants.

2. Eligibility and Business Verification

2.1 Eligibility Requirements

To list services on the Platform, you must:

• Be a legally constituted business entity in Australia or New Zealand.
• Hold a valid Australian Business Number (ABN) for Australian Merchants.
• Be registered for GST if your annual turnover meets the applicable registration threshold.
• Comply with all laws applicable to your business operations, including industry-specific licensing requirements.
• Not be subject to any prohibition, deregistration, or insolvency proceedings.

2.2 Six-Step Verification Process

All Merchants must complete our mandatory verification process before their profile is published:

• Provision of a valid ABN verified against the Australian Business Register.
• Connection of a verified Stripe Connect account with valid banking credentials.
• Submission of accurate business profile information.
• Acceptance of these Merchant Terms.
• Acceptance of Stripe's Connected Account Agreement.
• Administrative review and approval by KeepMyBooking.

2.3 Ongoing Compliance

You must maintain a valid ABN (where applicable) and active Stripe Connect account, promptly notify KeepMyBooking of any material change to your business structure, control, financial position, legal status, licences, insurance, or contact details, and cooperate promptly with any re-verification, audit, or compliance request we make.

KeepMyBooking may conduct checks or request supporting information, but you acknowledge that any onboarding, review, approval, or verification by KeepMyBooking does not constitute a warranty, representation, certification, or assumption of responsibility by KeepMyBooking regarding your licences, insurance, qualifications, compliance, solvency, or suitability. You bear sole responsibility for the accuracy, legality, adequacy, and currency of your business information and compliance status.

3. Storefront Content, Approval, and Re-Approval

3.1 Profile Customisation

You may customise your business digital storefront with descriptions, imagery, service listings, pricing, scheduling logic, and operational hours.

3.2 Initial and Re-Approval Process

All business profile content is subject to review and approval by KeepMyBooking prior to initial publication. We may refuse, remove, suspend, amend formatting of, or require changes to any profile content in our reasonable discretion. Material updates to a published profile including changes to service descriptions, pricing, categories, qualifications, contact details, brand imagery, booking settings, or cancellation terms may be withheld from publication pending re-approval.

3.3 Service Continuity During Review

While an update is under review, your existing published profile remains live. Approved changes become active immediately upon verification.

3.4 Content Standards

All content submitted must be accurate, truthful, current, substantiated where required, not misleading or deceptive, compliant with applicable advertising, consumer, privacy, anti-discrimination, and industry-specific laws, free from offensive, defamatory, infringing, or unlawful material, and either your original content or content for which you hold all necessary rights, licences, consents, and permissions.

4. Commission Structure, Fees, and Billing

4.1 Platform Commission

KeepMyBooking charges the commission or platform fee notified in the Platform or otherwise agreed with you on the total value of each confirmed booking. Unless otherwise stated, this amount is automatically deducted, withheld, set off, or otherwise recovered at the time of settlement via Stripe Connect or any other payment flow we make available.

4.2 Stripe Processing Fees

Stripe's payment processing fees apply to each transaction in accordance with your Stripe Connected Account Agreement and Stripe's then-current rates, which may vary by payment method, card type, transaction type, merchant category, and currency. Those fees are separate from KeepMyBooking's commission or platform fees.

4.3 Fee Structure Summary

4.4 Merchant-Initiated Cancellation Fees

If you cancel a confirmed booking, you remain responsible for providing any refund, remedy, compensation, or other customer entitlement required under applicable law or the applicable booking terms. You are responsible for reimbursing KeepMyBooking for any reasonable costs actually incurred by KeepMyBooking as a result of the cancellation, including non-refundable payment processing fees, KeepMyBooking commissions or platform fees, refund processing costs, chargeback costs, and reasonable administrative costs directly attributable to the cancelled booking. You authorise KeepMyBooking to deduct, set off, withhold, or otherwise recover such amounts from any funds payable to you, including current or future settlement payments. Any deductions or recoveries under this clause will be limited to amounts reasonably incurred by KeepMyBooking and permitted by applicable law.

4.5 GST and Tax Obligations

You are solely responsible for determining, collecting, reporting, and remitting all applicable taxes on your service income, including GST in Australia and New Zealand. KeepMyBooking's commission or platform fees are exclusive of GST unless expressly stated otherwise; where required, GST will be added and a tax invoice issued. If KeepMyBooking is required by law to withhold, collect, remit, or pay any tax, duty, levy, or government charge arising from your activities, you must reimburse us on demand to the extent permitted by law. You are not authorised to represent that KeepMyBooking is responsible for your tax obligations.

5. Subscription Services

KeepMyBooking may offer optional subscription-based services, including the Business Analytics Suite. Subscription terms are governed by the Subscription Terms, incorporated herein by reference.

6. Stripe Connected Account Obligations

You agree to:

• Complete and maintain an active Stripe Connect account as a condition of listing on the Platform.
• Comply with all Stripe Connected Account Agreement terms and Stripe's Acceptable Use Policy.
• Ensure banking details and Stripe account information remain current.
• Not use your Stripe Connect account for any purpose other than receiving settlement payments for Platform bookings.
• Cooperate with Stripe's identity verification and AML requirements.

KeepMyBooking is not liable for any actions taken by Stripe or any other payment provider, including account suspension, reserves, fund holds, delayed settlements, reversals, chargebacks, or compliance reviews. Payment processor disputes must be resolved directly with the relevant provider, but you authorise KeepMyBooking to provide information and cooperate in relation to those disputes and to set off related amounts against your settlements where permitted under these Merchant Terms.

7. Availability, Scheduling, and Calendar Obligations

7.1 Accurate Availability

You are solely responsible for maintaining accurate, up-to-date availability on the Platform. You must not intentionally display false availability.

7.2 Offline Bookings

You may manually enter bookings made outside the Platform ("offline bookings") into the Platform calendar to prevent double-bookings. By entering an offline booking, you accept full responsibility for the accuracy of that entry and any resulting impact on Platform users. KeepMyBooking is not responsible for scheduling conflicts arising from inaccurate offline booking entries.

7.3 Holiday and Closure Management

You must promptly update your availability settings to reflect scheduled closures, public holidays, and other periods of unavailability.

7.4 Google Calendar Integration - Limitations and Disclaimer

The Platform may offer bi-directional synchronisation with Google Calendar or other third-party calendar tools. You acknowledge and agree that:

• Google Calendar integration is provided as a convenience feature subject to the terms and availability of the Google Calendar API.
• KeepMyBooking does not guarantee the accuracy, timeliness, or completeness of Google Calendar sync.
• Sync failures, delays, or conflicts between Google Calendar and the Platform may occur and are your responsibility to identify and resolve.
• KeepMyBooking is not liable for any double-bookings, missed appointments, scheduling errors, data conflicts, or business interruption arising from calendar integration failures, sync delays, API changes, revoked permissions, or third-party service outages.
• You must not rely solely on Google Calendar sync as your primary availability management tool.

8. Service Delivery Obligations

8.1 Honouring Confirmed Bookings

Once a booking is confirmed, you are obligated to provide the service as described, at the agreed time and location or delivery mode, unless you cancel in accordance with your published policy, applicable law, and any directions reasonably issued by KeepMyBooking in connection with safety, fraud prevention, legal compliance, or dispute resolution.

8.2 Service Standards

All services must be provided with due care and skill, be consistent with the description on your Platform profile, and comply with all applicable Australian and New Zealand laws including workplace health and safety obligations.

8.3 Merchant No-Show

If you fail to provide a confirmed service without prior cancellation, or materially fail to deliver the service as booked, KeepMyBooking reserves the right to issue a full or partial refund to the customer, reverse or withhold settlement, charge the resulting Stripe fees, platform fees, chargeback costs, investigation costs, and administrative costs to your account, and take account action including suspension or delisting. Repeated no-shows or service failures may result in immediate suspension or delisting.

9. Customer Communication Restrictions

You may only initiate in-app chat with a customer who has an active confirmed booking, unless the Platform expressly permits another communication channel. Unsolicited contact outside this context is prohibited. Use of customer contact details obtained through the Platform for marketing, solicitation, off-platform rebooking designed to avoid Platform fees, or any purpose other than delivering, administering, or lawfully documenting the booked service is strictly prohibited and constitutes a material breach of these Merchant Terms.

10. Refunds, Chargebacks, and Disputes

10.1 Refund Cooperation

You agree to cooperate fully, promptly, and in good faith with refund requests, complaints, chargebacks, and investigations, and to provide all relevant documentation or information requested by KeepMyBooking within 5 business days, or sooner where urgency is reasonably required.

10.2 Chargeback Liability

In the event of a chargeback:

• Where the chargeback relates to a booking you cancelled, failed to deliver, or delivered contrary to its description: you bear full liability for the chargeback amount, including any fees levied by Stripe.
• Where the chargeback relates to suspected fraud, customer misuse, a Platform issue, mixed causes, or uncertain facts, KeepMyBooking may allocate responsibility acting reasonably, having regard to available records, payment processor requirements, Platform logs, and the circumstances of the transaction.
• KeepMyBooking will deduct, set off, withhold, recover, or invoice chargeback amounts and associated fees, fines, penalties, costs, and losses from or against your current or future settlements, subscription payments, or any other amounts payable by us to you.

10.3 Dispute Resolution

You agree to engage constructively with KeepMyBooking's complaint and mediation processes. Failure to respond in time, provide requested information, or otherwise cooperate may result in KeepMyBooking determining the matter on the information available, including making a determination in the customer's favour or taking enforcement action against your account.

11. Cancellation Policy Requirements

You may configure your own cancellation policy within Platform parameters. Your policy must:

• Be clearly displayed on your profile prior to customer booking.
• Not be more restrictive than the Platform's minimum standards (see Cancellation & Refund Policy).
• Be applied consistently and without discrimination.
• Not be modified retroactively in a manner that adversely affects a customer with a confirmed booking made under your prior policy.

12. Private Profile and VIP Member Settings

12.1 Private / Invite-Only Profiles

You may set your profile to "Private", restricting visibility and booking access to approved customers, subject to Platform functionality and any eligibility criteria or limits we impose from time to time. You are responsible for managing your approved client list and for any consequences of restricting profile visibility.

12.2 VIP Members

You may designate certain customers as "VIP Members" with extended booking windows and exclusive pricing, subject to Platform functionality and applicable law. VIP benefits must be applied consistently, and VIP pricing must be clearly communicated. VIP settings must not be used in a discriminatory manner in breach of applicable anti-discrimination legislation, and KeepMyBooking may disable or reverse VIP settings that create legal, reputational, or operational risk.

13. User Management - Banning Users

You may ban specific users from booking your services, provided that bans are applied lawfully, in good faith, and not on the basis of characteristics protected under applicable anti-discrimination legislation, including race, sex, age, orientation, disability, or religion. KeepMyBooking reserves the right to review, reverse, limit, or override bans that appear to violate applicable law, our policies, or the integrity of the Platform.

14. Licences, Qualifications, and Insurance

You represent, warrant, and undertake that:

• (a) you hold and will maintain all licences, permits, registrations, approvals, certifications, and qualifications required by applicable law to operate your business and provide your services;
• (b) all employees, contractors, agents, and representatives engaged by you hold and maintain any licences, permits, registrations, certifications, qualifications, or approvals required by applicable law to perform their duties;
• (c) where insurance is required by applicable law, regulatory requirements, industry standards, or is reasonably necessary having regard to the nature of the services you provide, you will maintain appropriate insurance coverage for your business activities, which may include professional indemnity insurance, public liability insurance, workers' compensation insurance, or other relevant insurance;
• (d) you will promptly notify KeepMyBooking if any licence, permit, registration, approval, certification, qualification, or insurance required under this clause is suspended, revoked, cancelled, expires, or otherwise ceases to be valid.

You acknowledge and agree that you are solely responsible for determining, obtaining, maintaining, and complying with all legal, regulatory, licensing, qualification, certification, registration, permit, and insurance requirements applicable to your business and services. You indemnify KeepMyBooking and its related bodies corporate, directors, officers, employees, contractors, and agents against any loss, claim, demand, liability, damage, cost, expense, fine, penalty, or regulatory action arising from or related to your failure to comply with applicable licensing, qualification, registration, permit, or insurance requirements.

15. Customer Data Use Restrictions

Customer personal data accessed through the Platform must be:

• Used solely for delivering the booked service.
• Handled in compliance with the Privacy Act 1988 (Cth) and the Privacy Act 2020 (NZ).
• Not sold, shared with third parties, or used for marketing without explicit customer consent.
• Retained only for as long as necessary for service delivery, compliance, dispute resolution, or other lawful purposes directly related to the booking.

Any breach is a material breach of these Merchant Terms entitling KeepMyBooking to immediate suspension or termination of your account, removal of access to customer data, reporting to relevant regulators or affected individuals where required or appropriate, and recovery of any resulting loss or cost from you.

16. Reviews and Rankings

You must not solicit, fabricate, or incentivise reviews, engage any third party to submit reviews on your behalf, or attempt to manipulate the review or ranking system. Violations may result in review removal, ranking penalties, or account suspension.

17. Indemnity in Favour of KeepMyBooking

You agree to indemnify, defend, and hold harmless Stratosyte Pty Ltd, its related bodies corporate, and each of their directors, officers, employees, contractors, and agents from and against any claim, loss, damage, liability, cost, expense, fine, penalty, settlement, or demand (including reasonable legal fees on a full indemnity basis where permitted) arising from or related to:

• Your breach of these Merchant Terms or any applicable law.
• Any claim by a customer arising from your delivery or failure to deliver services.
• Any false or misleading information provided by you on the Platform.
• Your failure to hold required licences, qualifications, or insurance.
• Any chargeback, dispute, or fine arising from your conduct.
• Your misuse of customer personal data.

18. Limitation of Liability

To the maximum extent permitted by law, KeepMyBooking's aggregate liability to you arising out of or in connection with the Platform, these Merchant Terms, or any related services is limited to the lesser of: (a) the total commission or platform fees actually paid by you to KeepMyBooking in the 3 months preceding the event giving rise to the claim; and (b) A$500. To the maximum extent permitted by law, we are not liable for any indirect, consequential, special, exemplary, incidental, or punitive damages, or for any loss of revenue, profits, business, customers, contracts, goodwill, data, anticipated savings, or reputation.

19. Suspension and Delisting

KeepMyBooking may suspend, restrict, or delist your profile, with or without notice, if we reasonably determine that you have:

• Breached these Merchant Terms or any Platform policy.
• Engaged in fraudulent, deceptive, or unlawful conduct.
• Accumulated several complaints, no-shows, or chargebacks within a time span of three (03) continuous months.
• Failed to maintain required licences, qualifications, or insurance.
• Allowed your Stripe Connect account to lapse or become invalid.

We may, but are not obliged to, provide notice and an opportunity to remedy a breach before suspension or delisting. Immediate action may be taken where we reasonably consider it necessary to protect users, payment integrity, the reputation or security of the Platform, or KeepMyBooking's legal or commercial interests.

20. Exit and Termination

Either party may terminate this Agreement on 30 days' written notice. KeepMyBooking may also terminate, suspend, or restrict this Agreement immediately for material breach, fraud, unlawful conduct, payment risk, repeated complaints, processor action, or legal/compliance risk. Termination does not affect obligations relating to confirmed bookings existing at the date of termination (which must be honoured or properly cancelled), fees, commissions, subscriptions, refunds, reversals, chargebacks, set-off rights, audit rights, data obligations, and indemnity obligations, all of which survive termination for so long as necessary to give them effect. Upon termination, your profile may be removed from the Platform and your access credentials disabled.

21. Governing Law

For Merchants operating in Australia: These Merchant Terms are governed by the laws of the State or Territory in Australia in which the Merchant's principal place of business is located, together with the laws of the Commonwealth of Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State or Territory and the Commonwealth. For Merchants operating in New Zealand, these Merchant Terms are also subject to applicable New Zealand law.

22. Contact

Merchant enquiries: [email protected] | keepmybooking.com | Stratosyte Pty Ltd, ABN 95 682 286 326 | Phone: +61 2 8456 7107

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