Merchant Agreement
This one is deliberately an outline. Every commercial term below is already a promise on the public pricing page, and every one of them is priced against a direct merchant account we do not yet hold. Drafting the clauses before the acquirer relationship exists means drafting them twice — and publishing them would bind us to terms the current rail cannot deliver.
What follows is the structure, and the specific numbers each clause has to carry. An Australian lawyer with payments experience writes the rest.
Structure
- Parties and definitions. What Token Gesture is: a gateway and billing engine. Card acquiring is provided by licensed acquiring partners.
- Boarding. Application, underwriting, approval, approval with conditions, decline. Carries the four business day decision claim and the commitment that a decline comes with the reason in writing.
- Fees. The rate card — 8.9%, 11.9%, from 5.9% — plus A$0.35 or A$0.25 per transaction and the A$25 dispute fee. Explicitly: no setup fee, no annual registration, no monthly minimum, and no mechanism for variation to introduce one silently.
- Settlement. T+7, T+14 or daily by tier. Five currencies — AUD NZD USD EUR JPY — held in minor units, with JPY zero-decimal end to end. What delays a payout, and what notice you get.
- Reserve. 5% or 10% rolling, released at 180 days; negotiable at Scale. What happens to the balance on termination. The single most disputed clause in high-risk processing — draft it so a merchant can predict it to the day.
- Chargebacks and disputes. Liability, representment, evidence deadlines, and what a ratio above 0.9% triggers — including the cost of a scheme monitoring programme, which dwarfs the per-dispute fee.
- Repricing. The commitment that Elevated moves to Standard after six clean cycles. Define “clean cycle”, and define what moves a merchant the other way.
- Suspension and termination. Grounds, notice, what happens to live subscriptions, and MATCH reporting with prior written notice.
- Merchant warranties. Licences held, content rights, age verification, tax registration, and accuracy of the underwriting file.
- Liability, indemnity, force majeure.
- Data. Each party’s role under the Privacy Act, security obligations, and breach notification between us.
- Term, variation, notices, governing law, dispute resolution.
Two things the drafting has to resolve
- Which entity signs. No Australian acquirer boards 5967, so a direct adult merchant account is an offshore or EEA arrangement either way. Whether an EEA entity forms, and whether it or the Australian company contracts with merchants, changes governing law, tax, and whether GDPR attaches.
- Capabilities that are still intent. Cascading acquirers, pre-chargeback alerts and card-updater lookups are advertised and not built. Either they exist before a merchant signs, or the agreement does not promise them.