Terms & Conditions POS

QUANTUM PAYMENTS PTY LTD
Point of Sale - Terms and Conditions
Version 6.2  |  June 2026
ABN 85 127 385 747  |  Australia
www.quantumpayments.io/terms-and-conditions-pos

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ABOUT THESE TERMS AND CONDITIONS

These Terms and Conditions ("T&Cs") govern the provision of all services by Quantum Payments PTY Ltd ("Quantum") to merchants who have signed a Quantum Commercial Agreement. By signing the Commercial Agreement, the Merchant agrees to be legally bound by these T&Cs. The Commercial Agreement and these T&Cs together form the binding contract between the Merchant and Quantum. In the event of any inconsistency, the Commercial Agreement prevails.

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1.  DEFINITIONS AND INTERPRETATION

1.1  In these T&Cs, unless the context requires otherwise:

1.2  “Agreement”
means the Quantum Commercial Agreement signed by the Merchant, together with these Terms and Conditions and any Order Forms or Service Schedules incorporated by reference.

1.3  “Acquirer”
means the bank, financial institution, or payment services provider nominated by Quantum to whom the Merchant is referred for card acquiring and payment processing services. Quantum is not a party to, and has no liability under, the Merchant’s agreement with the Acquirer.

1.4  “AUD”
means Australian dollars.

1.5  “Business Day”
means a day that is not a Saturday, Sunday, or public holiday in Victoria, Australia.

1.6  “Commencement Date”
means the date specified in the Commercial Agreement, or if not specified, the date Quantum activates the Merchant’s POS Account.

1.7  “Commercial Agreement”
means the document titled ‘Quantum Payments Commercial Agreement’ signed by the Merchant and Quantum, incorporating these T&Cs by reference.

1.8  “CPI”
means the All Groups Consumer Price Index for Melbourne as published by the Australian Bureau of Statistics, measured over the 12-month period ending on the most recent March quarter before the relevant anniversary of the Commencement Date.

1.9  “Custom Development”
means any API, connector, integration, workflow, script, automation, software, or derivative work developed by or on behalf of Quantum in connection with the POS Services, whether or not developed at the Merchant’s request.

1.10  “Device”
means any mPOS terminal, tablet stand, receipt printer, cash drawer, barcode scanner, or other hardware purchased by the Merchant from Quantum as reseller.

1.11  “Direct Debit Authority” or “DDA”
means a written direct debit authority executed by the Merchant in favour of Quantum authorising Quantum to debit the Merchant’s nominated bank account for Fees payable under this Agreement.

1.12  “Fees”
means all amounts payable by the Merchant to Quantum, including monthly subscription fees, hardware purchase prices, professional services fees, onboarding fees, and any other charges.

1.13  “Guarantor”
means any director, trustee, partner, shareholder, beneficial owner, or related entity who has executed a Director Guarantee and Indemnity in favour of Quantum in the form set out in Schedule 2.

1.14  “Initial Term”
has the meaning given in the Commercial Agreement.

1.15  “Merchant”
means the entity or individual identified in the Commercial Agreement.

1.16  “Merchant Data”
means all data input into or generated by the Platform by or on behalf of the Merchant.

1.17  “mPOS”
means a mobile point of sale Device enabling card acceptance via a Bluetooth- or Wi-Fi-connected smart device.

1.18  “Payment Processing”
means the authorisation, clearing, and settlement of card transactions, provided solely by the Acquirer and outside the scope of these T&Cs.

1.19  “Platform”
means the Quantum cloud-based point of sale software, merchant portal, reporting dashboard, and associated APIs.

1.20  “POS Account”
means the account established by Quantum in the Merchant’s name to provide access to the Platform.

1.21  “POS Services”
means the Platform licence, Website and Email Services, Device sale, support, and any additional services provided by Quantum under this Agreement or any Service Schedule.

1.22  “PPSA”
means the Personal Property Securities Act 2009 (Cth).

1.23  “PPSR”
means the Personal Property Securities Register established under the PPSA.

1.24  “Service Schedule”
means any addendum to this Agreement setting out the terms for additional services including SoftPOS, gateway services, payment facilitation, PayFac-lite, KYC/KYB services, fraud services, or stored value services.

1.25  “Website and Email Services”
means the website hosting, domain management, and business email services provided by Quantum as specified in the Commercial Agreement.

1.26  In these T&Cs: (a) references to a statute include amendments; (b) the singular includes the plural; (c) headings do not affect interpretation; (d) ‘including’ means ‘including without limitation’.

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2.  ONBOARDING AND APPROVAL

2.1  Approval.
Quantum may accept or reject any application at its absolute discretion. No contract is formed until Quantum issues written confirmation of approval and activates the POS Account.

2.2  Credit assessment.
Quantum may, at its discretion, conduct a credit assessment of the Merchant and its directors as part of onboarding or at any time during the Term. A credit assessment is not always required and will depend on the commercial model, services, or risk profile applicable to the Merchant at the relevant time. Where Quantum elects to conduct a credit assessment, the Merchant: (a) consents to Quantum conducting commercial credit checks and obtaining director credit reports where permitted by law; (b) acknowledges that Quantum may share the Merchant’s payment history with commercial credit reporting agencies in accordance with applicable privacy laws; and (c) agrees that a negative credit assessment may result in Quantum requiring a director guarantee, imposing a prepayment requirement, adjusting the services offered, or declining to provide or continue services. Where no credit assessment is conducted, this does not limit Quantum’s right to conduct one at a later date if circumstances change.

2.3  Acquirer referral.
Quantum will refer the Merchant to the Acquirer for card processing. The Merchant acknowledges that: (a) Quantum makes no warranty about the Acquirer’s terms or approval; (b) rejection by the Acquirer does not entitle the Merchant to terminate this Agreement; and (c) Quantum is not liable for any Acquirer decision, including account suspension, reserve imposition, or AML/KYC determination.

2.4  Director guarantee.
Quantum may require one or more directors, trustees, partners, shareholders, beneficial owners, or related entities to execute a personal deed of guarantee and indemnity in the form set out in Schedule 2: (a) as a condition of onboarding; (b) during the Term if the Merchant’s financial risk materially increases; or (c) following a change of ownership or control. Failure to provide a required guarantee within 10 Business Days of Quantum’s written request is a ground for immediate termination under clause 3.4.

2.5  Direct Debit Authority.
Execution and maintenance of a valid Direct Debit Authority (DDA) is a condition of Quantum providing services under this Agreement. The Merchant must: (a) execute a DDA in Quantum’s approved form at onboarding; (b) execute a replacement DDA promptly if banking details change or the existing DDA is cancelled, revoked, or becomes invalid; and (c) maintain sufficient funds in the nominated account on each debit date. Failure to provide or maintain a valid DDA, or cancellation or revocation of a DDA without Quantum’s written consent, is a material breach of this Agreement and entitles Quantum to immediately suspend or terminate services under clause 3.4 or 3.5. The DDA forms a separate agreement between the Merchant and Quantum and is governed by the terms of that document.

2.6  Warranties on application.
The Merchant warrants that all information provided is accurate; it has full authority to enter into the Agreement; it is not prohibited by law from doing so; and it will notify Quantum within 5 Business Days of any change that renders any warranty untrue.

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3.  TERM AND TERMINATION

3.1  Initial Term.
The Agreement commences on the Commencement Date and continues for the Initial Term specified in the Commercial Agreement, unless terminated earlier.

3.2  Renewal.
After the Initial Term, the Agreement automatically renews for successive 12-month periods unless either party gives 30 days’ written notice of non-renewal before expiry of the then-current term.

3.3  Termination for convenience.
Either party may terminate on 30 days’ written notice after the Initial Term. Termination by the Merchant during the Initial Term triggers the Early Termination Fee under clause 3.7.

3.4  Termination for cause.
Quantum may terminate immediately on written notice if: (a) the Merchant is in material breach unremedied after 10 Business Days’ notice; (b) the Merchant becomes insolvent, enters voluntary administration, receivership, or liquidation; (c) the Merchant uses the Platform for Prohibited Activities; (d) the Merchant fails to provide a required guarantee under clause 2.4; (e) the Merchant fails to maintain a valid DDA under clause 2.5; (f) a Change of Control occurs and Quantum elects to terminate under clause 16; or (g) continuation would breach applicable law.

3.5  Suspension.
Quantum may immediately suspend access to the Platform and all POS Services without notice and without liability to the Merchant where: (a) any Fee is overdue by more than 7 days; (b) a DDA is cancelled, revoked, or dishonoured; (c) a direct debit is dishonoured on two or more occasions; (d) Quantum suspects fraud, money laundering, or criminal activity in connection with the Merchant’s use of the POS Services; (e) a security incident or vulnerability is identified that Quantum reasonably believes poses a risk to the Platform or other merchants; or (f) Quantum reasonably believes the Merchant presents materially increased financial, reputational, or operational risk. Access will be restored once the relevant circumstances are resolved to Quantum’s reasonable satisfaction and all outstanding amounts are paid in full.

3.6  Effect of termination.
On termination or expiry: (a) all outstanding Fees, interest, and recovery costs are immediately due and payable; (b) the Platform licence and all access to the POS Services immediately cease; (c) Quantum will make Merchant Data available for export for 30 days then may permanently delete it without further notice (the Merchant is solely responsible for exporting its data before termination takes effect — see clause 8.5); and (d) clauses 1, 2.4, 2.5, 5.5, 5.9, 5.11, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, and 19 survive termination or expiry.

3.7  Early termination fee.
If the Merchant terminates this Agreement during the Initial Term for convenience, or if Quantum terminates this Agreement during the Initial Term due to the Merchant’s breach, the Merchant must pay Quantum, as a genuine pre-estimate of Quantum’s loss, an amount equal to the greater of: (a) all remaining monthly subscription fees payable for the unexpired balance of the Initial Term; or (b) three (3) months’ subscription fees at the then-current rate (“Early Termination Fee”). The Early Termination Fee is immediately due on the date of termination and is payable in addition to any other outstanding amounts. The parties agree that the Early Termination Fee is a genuine pre-estimate of loss and not a penalty, having regard to the costs incurred by Quantum in onboarding the Merchant, configuring the Platform, and committing resources for the Initial Term.

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4.  POS SERVICES

4A.  Platform Licence

4.1  Licence.
Quantum grants the Merchant a limited, non-exclusive, non-transferable, revocable licence during the Term to use the Platform solely for its own internal business operations at the locations specified in the Commercial Agreement.

4.2  Features.
The Platform includes: (a) point of sale transaction management; (b) product catalogue and inventory management; (c) digital and paper receipt generation; (d) end-of-day reporting and reconciliation; (e) customer management tools (where activated); (f) multi-location and multi-register support (subject to subscription tier); and (g) API access (Growth and Pro tiers).

4.3  Payment integration — display only.
The Platform may display payment transaction outcomes received from the Acquirer’s terminal at the point of sale. This display functionality does not constitute payment processing. Quantum does not initiate, authorise, clear, settle, or facilitate the movement of funds. See clause 17 for the full Merchant Services and Payment Processing disclaimer.

4.4  Permitted users.
The Merchant may authorise employees and contractors to use the Platform subject to user limits in the Commercial Agreement. The Merchant is responsible for all use under its credentials.

4.5  Updates.
Quantum may update, enhance, or modify the Platform at any time and will provide reasonable advance notice of changes that materially reduce core functionality. Where Quantum notifies the Merchant that an update, patch, or configuration change is mandatory (including any security update), the Merchant must implement it within the timeframe specified. Quantum is not liable for any loss, breach, or compromise arising from the Merchant’s failure to implement a mandatory update.

4.6  Regulatory change.
Quantum may change, suspend, or remove any feature required by law, regulation, card scheme rules, Acquirer requirements, PCI DSS, or security obligations, without prior notice or liability to the Merchant.

4.7  Uptime.
Quantum targets 99.0% Platform availability per calendar month, excluding scheduled maintenance and force majeure events. No formal SLA applies unless agreed in a Service Schedule.

4.8  Merchant configuration.
The Merchant is solely responsible for all configurations, settings, and data entered into the Platform, including tax settings, menu and product setup, pricing, discounts, and inventory. Quantum has no liability for errors or losses arising from incorrect Merchant configuration or user error.

4B.  Website and Email Services

4.9  Services.
Where specified in the Commercial Agreement, Quantum will provide Website and Email Services to the Merchant. The specific configuration, hosting environment, and feature set are as agreed in the Commercial Agreement or any applicable Order Form.

4.10  No performance guarantees.
Quantum makes no representation, warranty, or guarantee regarding: (a) search engine optimisation (SEO) outcomes or rankings; (b) Google or other search engine rankings or positioning; (c) website traffic volumes or visitor numbers; (d) lead generation, enquiry rates, or conversion rates; (e) online sales performance or revenue outcomes; or (f) marketing outcomes of any kind. The Merchant is solely responsible for its own digital marketing strategy and outcomes.

4.11  Website liability exclusion.
Quantum is not liable for: (a) website downtime or performance issues attributable to third-party hosting infrastructure; (b) search engine penalties, delistings, or algorithm changes affecting the Merchant’s website; (c) domain name disputes or third-party claims relating to domain names; (d) failures, errors, or security vulnerabilities in third-party plugins, themes, integrations, or extensions used in connection with the Merchant’s website; (e) loss of website data where the Merchant has not maintained adequate independent backups; or (f) errors or omissions in content, images, or materials provided by the Merchant.

4.12  Merchant content obligations.
The Merchant is responsible for: (a) all content published on its website; (b) compliance with applicable laws governing its online presence, including the ACL, Privacy Act 1988 (Cth), and Spam Act 2003 (Cth); and (c) not publishing material that is unlawful, defamatory, misleading, or infringes third-party rights.

4.13  Domain names.
Where Quantum registers a domain name on the Merchant’s behalf: (a) the domain is registered in the Merchant’s name and belongs to the Merchant; (b) transfer of the domain to another registrar or provider is the Merchant’s responsibility and any transfer costs, including professional service fees charged by Quantum for migration assistance, are payable by the Merchant; and (c) Quantum is not liable for domain unavailability, renewal failures where the Merchant has not provided timely instructions or payment, or third-party domain disputes.

4.14  Website intellectual property.
Unless otherwise agreed in writing: (a) all website frameworks, code, templates, modules, integrations, workflows, and automation logic developed or configured by Quantum in connection with the Website and Email Services remain Quantum’s intellectual property; and (b) the Merchant owns only its own business content, logos, images supplied by the Merchant, and Merchant Data. On termination of Website and Email Services, Quantum will provide the Merchant with a copy of its business content and Merchant Data in a standard exportable format, but is not obliged to provide access to or transfer any Quantum IP, platform code, or third-party software licences.

4C.  Future Services

4.15  Service Schedules.
This Agreement is structured to accommodate additional services that Quantum may offer from time to time, including: SoftPOS (tap-to-phone); gateway services; payment facilitation; PayFac-lite; merchant onboarding services; KYC and KYB verification; fraud screening and risk services; stored value services; and any other technology or payment services. Each additional service will be governed by a separate Service Schedule appended to this Agreement. Quantum may, in its absolute discretion, refuse to activate any additional service until the relevant Service Schedule and any other required documentation have been executed by the Merchant. In the event of inconsistency between this Agreement and a Service Schedule, the Service Schedule prevails to the extent of the inconsistency.

4D.  mPOS Hardware — Reseller Supply Only

4.16  Quantum as reseller only.
Quantum acts solely as a reseller of third-party hardware Devices. Quantum is not the manufacturer, importer, or original equipment supplier of any Device.

4.17  No Quantum warranty.
Quantum provides no warranty, express or implied, in respect of any Device. All warranty rights and claims are exclusively between the Merchant and the relevant manufacturer. The Merchant must direct all warranty claims directly to the manufacturer in accordance with the manufacturer’s warranty terms.

4.18  Manufacturer’s warranty.
Each Device is supplied with the benefit of the manufacturer’s warranty only. Quantum makes no representation as to the duration, scope, or enforceability of any manufacturer’s warranty and is not a party to any warranty claim.

4.19  Quantum’s liability excluded.
To the maximum extent permitted by law, Quantum expressly excludes all liability in connection with any Device, including: (a) defects in materials or workmanship; (b) failure or malfunction; (c) physical damage after delivery; (d) compatibility with the Merchant’s other equipment or software; (e) any loss or damage arising from use or inability to use any Device; and (f) any loss of data, revenue, or business opportunity arising from Device failure.

4.20  Risk, delivery, and insurance.
Risk of loss or damage passes to the Merchant on delivery. The Merchant must inspect Devices within 48 hours of delivery and report visible damage or shortage to Quantum. The Merchant bears all freight costs from delivery and is solely responsible for insuring Devices following delivery.

4.21  Title and PPSA.
Title in each Device passes to the Merchant on receipt of full payment, subject to Quantum’s security interest under clause 15.

4.22  ACL — hardware.
Nothing in this clause excludes any guarantee or right that cannot be lawfully excluded under the Australian Consumer Law. To the extent the ACL applies, Quantum’s liability is limited, at Quantum’s election, to replacement, repair, or payment of the cost of replacement or repair, as permitted by section 64A of the Australian Consumer Law.

4.23  Consumables.
Paper rolls, receipt rolls, thermal rolls, ink cartridges, and other consumables are not supplied by Quantum and are not included in any subscription or hardware price. The Merchant is solely responsible for sourcing all consumables.

4.24  No payment terminal.
Quantum does not supply the card payment terminal. That is provisioned by the Acquirer under the Merchant’s separate agreement.

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5.  FEES AND PAYMENT

5.1  Monthly fees.
The Merchant must pay the monthly fees set out in the Commercial Agreement on the 1st day of each calendar month (or the next Business Day) by direct debit under the DDA.

5.2  Hardware invoices.
Hardware invoices are payable within 14 days of invoice date. Quantum may collect by direct debit where authorised under the DDA.

5.3  GST.
All Fees are exclusive of GST unless stated otherwise. Where GST applies, the Merchant must pay an additional amount equal to the GST on receipt of a valid tax invoice.

5.4  Failed payments.
A dishonour fee applies to each failed direct debit as set out in the Commercial Agreement. Unpaid amounts become immediately due. Quantum may suspend services where a direct debit is dishonoured — see clause 3.5.

5.5  Interest.
Overdue amounts accrue interest at the RBA Cash Rate plus 3% per annum, calculated daily and compounded monthly, from the due date until payment in full.

5.6  Fee variation — annual adjustment.
Fees will not be increased during the Initial Term except as permitted by clauses 5.7 and 5.8. On each anniversary of the Commencement Date (and on each renewal), Fees will automatically adjust by the greater of CPI or 3%. Quantum will notify the Merchant at least 30 days before adjustment.

5.7  Fee variation — pass-through.
Notwithstanding clause 5.6, Quantum may increase Fees during any term on 14 days’ notice where directly attributable to: (a) a change in applicable law or regulation; (b) increased third-party provider or infrastructure costs; (c) increased card scheme or network fees; or (d) CPI exceeding 5% in any 12-month period.

5.8  Fee variation — general.
Quantum may also increase the Fees, or introduce new fee categories, for any other reason by notifying the Merchant in writing at least 30 days prior to the effective date. Continued use after the effective date constitutes acceptance. If the Merchant does not accept a variation under this clause, it may terminate in accordance with clause 3.3 before the effective date, subject to any applicable Early Termination Fee.

5.9  Debt recovery costs.
If Quantum recovers any overdue amount, the Merchant must pay on a full indemnity basis: (a) all collection agency costs and commission; (b) solicitor’s costs on a solicitor-client basis; (c) all enforcement, court, and process server costs; and (d) all other reasonable recovery expenses, in addition to the outstanding amount and accrued interest.

5.10  No set-off.
The Merchant must pay all Fees without set-off, deduction, counterclaim, or withholding except as required by law.

5.11  Fees non-refundable.
Except as required by law, all Subscription Fees, Additional Fees, and other amounts paid by the Merchant are non-refundable, including fees paid for periods of service not used or periods following early termination by the Merchant.

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6.  MERCHANT OBLIGATIONS

6.1  Permitted use.
The Merchant must use the POS Services only for its own internal business operations at registered locations.

6.2  Prohibited activities.
The Merchant must not: (a) use the Platform for Prohibited Activities (Schedule 1); (b) process transactions on behalf of third parties without a separate written agreement; (c) infringe intellectual property rights; (d) introduce harmful code; or (e) impose unreasonable load on Platform infrastructure.

6.3  Account security.
The Merchant must: (a) maintain the confidentiality of all login credentials and passwords; (b) enforce multi-factor authentication (MFA) where available; (c) implement and maintain appropriate staff access controls and permission levels; (d) maintain the security of local networks, endpoint devices, and IT infrastructure used to access the Platform; and (e) notify Quantum immediately of any actual or suspected unauthorised access to the Merchant’s POS Account.

6.4  Accurate data.
The Merchant is responsible for all Merchant Data accuracy. Quantum is not liable for errors in Merchant Data or resulting reports.

6.5  Compliance.
The Merchant must comply with the Australian Consumer Law, the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), and all other applicable laws.

6.6  Notification of changes.
The Merchant must notify Quantum within 14 days of any change to its business name, address, goods or services, locations, or ownership.

6.7  No resale.
The Merchant must not resell or sublicence the Platform without Quantum’s prior written consent.

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7.  SUPPORT SERVICES

7.1  Standard support.
Quantum provides telephone and email support during Business Hours (Monday to Friday, 8:00 am – 6:00 pm AEST, excluding Victorian public holidays) for Platform access, Device connectivity, and general usage guidance.

7.2  Onboarding.
Quantum will provide remote onboarding assistance including POS Account setup, product catalogue import, Device configuration, and website and email setup.

7.3  Response times.
All response and resolution times are targets only. No guaranteed SLA applies unless agreed in a separate Service Schedule. Quantum may prioritise requests by severity and is not liable for delays in responding.

7.4  Exclusions.
Support does not cover: (a) the Merchant’s own internet or network; (b) Acquirer payment terminal issues; (c) problems from Merchant misuse; or (d) unapproved third-party integrations.

7.5  Merchant implementation obligations.
Successful implementation depends on the Merchant’s timely cooperation. The Merchant must: (a) provide accurate and complete configuration information; (b) ensure its premises and connectivity meet Quantum’s technical requirements; (c) back up all existing systems and data before implementation or any Platform update; (d) test the POS Services within 5 Business Days of go-live and notify Quantum of issues; and (e) implement all mandatory updates within the timeframe specified. Quantum is not liable for loss or data corruption arising from the Merchant’s failure to comply.

7.6  Professional services fees.
Quantum may charge professional service fees for work outside standard support, including: (a) training sessions; (b) menu setup and product catalogue creation; (c) onsite visits; (d) after-hours support; (e) custom reporting; (f) custom integrations or API development; (g) project work or development engagements; and (h) any other out-of-scope work requested by the Merchant. Applicable rates are as published by Quantum from time to time or as specified in the Commercial Agreement. Quantum will notify the Merchant of applicable fees before commencing such work where reasonably practicable.

7.7  Network and infrastructure disclaimer.
The Merchant acknowledges that Quantum is not an internet service provider, telecommunications provider, network engineer, managed IT services provider, or infrastructure provider. Unless expressly agreed in writing under a separate professional services agreement, Quantum does not design, install, configure, manage, monitor, support, warrant, or maintain: (a) internet services; (b) Wi-Fi networks; (c) local area networks (LAN); (d) switches, routers, firewalls, access points, cabling, or telecommunications infrastructure; (e) third-party printers, tablets, computers, mobile devices, or peripherals not supplied by Quantum; or (f) any third-party technology environment used by the Merchant. The Merchant is solely responsible for ensuring that its internet connectivity, network infrastructure, electrical systems, and third-party equipment are suitable for operation of the POS Services.

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8.  DATA, PRIVACY AND SUBPROCESSORS

8.1  Ownership.
As between the parties, the Merchant owns all Merchant Data. Quantum holds Merchant Data as a data processor for the purpose of providing the POS Services.

8.2  Quantum’s use.
Quantum may use Merchant Data to provide and improve the POS Services, generate aggregated de-identified analytics, and as required by law. Quantum will not sell Merchant Data.

8.3  Hosting and subprocessors.
The Merchant consents to Quantum: (a) storing and processing Merchant Data in Australia or overseas; (b) engaging cloud providers, subcontractors, analytics providers, and support vendors as subprocessors; and (c) sharing Merchant Data with subprocessors to the extent necessary. Quantum will take reasonable steps to ensure subprocessors are bound by equivalent obligations.

8.4  Privacy.
Each party must comply with the Privacy Act 1988 (Cth) and all applicable privacy laws. Quantum’s Privacy Policy (at www.quantumpayments.io/privacy) is incorporated by reference.

8.5  Data backup and retention.
The Merchant is solely responsible for maintaining independent backups of all business records, transaction data, and Merchant Data at all times during the Term. Quantum is not liable for: (a) data corruption or loss; (b) deleted records; (c) incomplete data exports; (d) backup failures; or (e) the Merchant’s failure to export or retain data, except to the extent such liability cannot be excluded by law. Quantum retains Merchant Data for the Term and for 30 days following termination or expiry, after which Quantum may permanently delete all Merchant Data without further notice.

8.6  Security.
Quantum will implement reasonable technical and organisational security measures appropriate to a cloud-hosted SaaS platform. The specific controls implemented are within Quantum’s operational discretion and may change over time.

8.7  Data breach.
Quantum will notify the Merchant within 72 hours of becoming aware of a data breach affecting Merchant Data held by Quantum and will cooperate to assess and remediate the breach in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth).

8.8  Credit information.
The Merchant consents to Quantum collecting, using, and disclosing credit-related information about the Merchant and its directors for credit assessment and risk management purposes, and sharing payment history with commercial credit reporting bodies in accordance with applicable privacy laws.

8.9  Privacy indemnity.
The Merchant indemnifies Quantum against all losses, fines, penalties, claims, complaints, regulatory actions, and costs (including solicitor-client costs) arising from or in connection with: (a) any breach by the Merchant of the Privacy Act 1988 (Cth) or any applicable privacy law; (b) any breach by the Merchant of the Spam Act 2003 (Cth); (c) the Merchant’s unlawful collection, use, or disclosure of personal information; (d) the Merchant’s unlawful disclosure of personal information to third parties; or (e) any privacy or spam complaint made against Quantum arising from the Merchant’s conduct.

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9.  INTELLECTUAL PROPERTY

9.1  Quantum IP.
All intellectual property rights in the Platform, software, firmware, hardware designs, trademarks, documentation, and all Custom Development remain vested in Quantum (or its licensors). Nothing in this Agreement transfers any ownership of Quantum IP to the Merchant.

9.2  Custom Development.
All Custom Development created by or on behalf of Quantum, whether at the Merchant’s request or otherwise, remains the exclusive property of Quantum. The Merchant receives only a limited, non-exclusive, non-transferable licence to use any Custom Development during the Term for its own internal business purposes. On termination of this Agreement, that licence immediately ceases. Quantum may reuse, repurpose, or commercialise any Custom Development for other customers or purposes without restriction or obligation to the Merchant.

9.3  Restrictions.
The Merchant must not: (a) copy, modify, or create derivative works from the Platform or any Custom Development; (b) reverse-engineer or decompile the Platform or Device firmware; (c) remove proprietary notices; (d) use Quantum trademarks without permission; (e) use the Platform or Quantum’s Confidential Information to train AI or machine learning models; (f) scrape or harvest data by automated means; (g) use the Platform for benchmarking or competitive analysis; or (h) replicate any Platform workflow or functionality for any purpose other than the Merchant’s own internal use.

9.4  Marketing rights.
The Merchant grants Quantum a non-exclusive, royalty-free licence to: (a) list the Merchant as a customer; (b) use the Merchant’s name and logo in marketing materials; (c) publish case studies referencing the Merchant (subject to reasonable approval of specific content); and (d) reference the Merchant’s industry in aggregated statistics. The Merchant may withdraw consent to items (a) and (b) on 30 days’ written notice. Withdrawal does not affect materials already in circulation.

9.5  Feedback.
Any feedback provided by the Merchant to Quantum may be used by Quantum without restriction or obligation.

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10.  REPRESENTATIONS AND WARRANTIES

10.1  Merchant warranties.
The Merchant warrants on the Commencement Date and each renewal that: (a) it has full authority to enter into the Agreement; (b) the Agreement is its legal and binding obligation; (c) performance does not breach any other agreement; and (d) it holds all required licences and permits.

10.2  Quantum warranties.
Quantum warrants that: (a) it has the right to grant the licences in this Agreement; (b) it will provide the POS Services with reasonable care and skill; and (c) to its knowledge, the Platform does not infringe any third-party intellectual property rights as at the Commencement Date.

10.3  As-is and as-available.
Except as expressly set out in this Agreement, and to the maximum extent permitted by law, Quantum does not make any representation, warranty, or guarantee in relation to the POS Services or the Platform. In particular, Quantum does not warrant that: (a) the POS Services or Platform will be uninterrupted, timely, secure, or error-free; (b) any defects or errors will be corrected; (c) the POS Services will meet the Merchant’s particular business requirements; or (d) the POS Services will be compatible with all of the Merchant’s third-party hardware, software, networks, or systems.

10.4  No reliance.
The Merchant has not relied on any representation, warranty, or statement not expressly set out in this Agreement or the Commercial Agreement when deciding to acquire the POS Services. The Merchant has made its own independent assessment of the suitability of the POS Services for its business.

10.5  Data accuracy.
Quantum does not guarantee the accuracy, completeness, or reliability of any reports, analytics, forecasts, or data generated through the POS Services. The Merchant must maintain independent records and must not rely solely on Platform-generated data for business-critical decisions.

10.6  ACL.
Nothing in this Agreement excludes any right, remedy, or guarantee implied or imposed by applicable law (including the Australian Consumer Law) that cannot be lawfully excluded.

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11.  LIMITATION OF LIABILITY

11.1  Exclusion of consequential loss.
To the maximum extent permitted by law, Quantum excludes all liability for indirect, consequential, special, incidental, or punitive loss or damage, including: (a) loss of profits or revenue; (b) loss of sales, bookings, reservations, or transactions; (c) loss of customers or client relationships; (d) loss of goodwill or reputation; (e) reputational damage; (f) business interruption; (g) loss of business opportunity or anticipated savings; (h) loss of Merchant Data; (i) loss of contract; (j) lost revenue or lost income of any kind; whether arising in contract, tort, statute, or otherwise, and regardless of whether Quantum was advised of the possibility of such loss.

11.2  Aggregate cap.
To the maximum extent permitted by law, Quantum’s total aggregate liability to the Merchant arising out of or in connection with this Agreement (whether in contract, tort, under statute, equity, or otherwise) is limited to the greater of: (a) the total recurring subscription fees actually paid by the Merchant to Quantum during the one (1) month immediately preceding the event giving rise to the claim; or (b) AUD $500. This cap applies in aggregate to all claims arising in any 12-month period and does not apply to any liability that cannot be lawfully limited or excluded under applicable law, including the Australian Consumer Law.

11.3  Payment Processing and hardware losses.
Quantum has no liability for any loss relating to: (a) Payment Processing or Merchant Services (see clause 17); or (b) any Device, its fitness for purpose, failure, defect, or malfunction (see clause 4D). These exclusions are absolute regardless of how a claim is framed.

11.4  Cyber and infrastructure.
Quantum is not liable for loss from internet outages, telecommunications failures, cloud provider failures, third-party software failures, cyber attacks, DDoS attacks, ransomware, or any security incident not attributable to Quantum’s failure to maintain reasonable security standards.

11.5  Data loss exclusion.
Quantum is not liable for: (a) data corruption or loss; (b) deleted or incomplete records; (c) backup failures; (d) failed or incomplete data exports; or (e) loss arising from the Merchant’s failure to maintain independent backups, except to the extent such liability cannot be excluded by law.

11.6  ACL.
Nothing limits Quantum’s liability for breach of a consumer guarantee under the Australian Consumer Law that cannot be lawfully excluded.

11.7  Merchant indemnity.
The Merchant indemnifies Quantum against all losses, claims, costs (including solicitor-client costs), and damages arising from: (a) breach of the Agreement; (b) use of POS Services in breach of applicable law; (c) inaccurate Merchant Data or configuration; (d) third-party claims from the Merchant’s acts or omissions; (e) claims arising from the Merchant’s Payment Processing activities; and (f) the Merchant’s breach of any privacy, spam, or data protection law.

11.8  Mitigation.
Each party must use reasonable endeavours to mitigate any loss or damage it suffers. Where a loss has been caused or contributed to by both parties, liability will be apportioned to reflect their relative responsibility.

11.9  Third-party failure.
Quantum is not responsible for any failure, delay, error, or loss caused by: (a) third-party software, equipment, services, or networks not supplied by Quantum; (b) the Merchant’s own systems, integrations, devices, or internet connectivity; or (c) the Merchant’s failure to implement mandatory updates as required under clauses 4.5 and 7.5.

11.10  Limitation period.
No action or claim may be brought by the Merchant against Quantum more than 12 months after the date on which the cause of action first accrued, regardless of when the Merchant became aware of the relevant loss.

11.11  Resupply remedy.
Where a statutory guarantee under the Australian Consumer Law applies and Quantum is permitted to limit the Merchant’s remedy, Quantum’s liability is limited, at Quantum’s election, to: (a) resupply of the relevant POS Services; or (b) payment of the cost of having the POS Services resupplied, as permitted by section 64A of the Australian Consumer Law.

11.12  Survival.
This clause 11 survives termination or expiry of this Agreement.

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12.  CONFIDENTIALITY

12.1  Obligations.
Each party must keep confidential all Confidential Information of the other party and must not disclose it without prior written consent, except to employees and advisers bound by equivalent obligations, or as required by law.

12.2  Confidential Information.
Means all non-public information relating to a party’s business, technology, pricing, customers, and the terms of the Agreement, excluding information that is publicly available, was already known to the receiving party, or is independently developed.

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13.  GENERAL PROVISIONS

13.1  Governing law.
The Agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

13.2  Dispute resolution.
The parties must attempt good faith negotiation within 15 Business Days of written notice of a dispute. If unresolved, either party may refer the dispute to mediation administered by the Resolution Institute before commencing litigation. Either party may seek urgent injunctive relief at any time.

13.3  Notices.
Notices must be in writing and delivered by email (with delivery confirmation) or registered post to the addresses in the Commercial Agreement.

13.4  Assignment.
Quantum may assign its rights to an affiliate or acquirer of its business without consent. The Merchant must not assign without Quantum’s prior written consent.

13.5  Entire agreement.
The Commercial Agreement and these T&Cs constitute the entire agreement between the parties regarding the POS Services and supersede all prior agreements and understandings.

13.6  Variation.
Subject to clauses 5.6, 5.7, and 5.8, Quantum may vary these T&Cs on 30 days’ written notice. Continued use constitutes acceptance.

13.7  Waiver.
A waiver is only effective in writing and does not constitute a continuing waiver.

13.8  Severability.
If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue in full force.

13.9  Force majeure.
Neither party is liable for failure or delay caused by events outside its reasonable control, including acts of God, pandemic, war, government restrictions, cyber attacks, cloud outages, telecommunications failures, supply chain disruptions, Acquirer outages, and utility failures.

13.10  Relationship.
The parties are independent contractors. The Agreement does not create any partnership, joint venture, employment, or agency relationship.

13.11  Counterparts.
The Agreement may be executed in counterparts, including electronically.

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14.  CYBER AND SECURITY EVENTS

14.1  Cyber exclusion.
Quantum does not guarantee protection against cyber attacks, hacking attempts, malware, ransomware, phishing attacks, credential theft, DDoS attacks, or any other form of unauthorised access to the Platform or the Merchant’s systems. Quantum is not liable for any loss, damage, or business interruption arising from: (a) internet or telecommunications outages; (b) cloud or infrastructure provider failures; (c) third-party software failures or vulnerabilities; (d) cyber attacks, ransomware, phishing, credential theft, DDoS attacks, or malicious acts; (e) unauthorised access to the Merchant’s POS Account arising from the Merchant’s failure to maintain adequate security controls; or (f) any other security incident not directly attributable to Quantum’s failure to implement the security standard described in clause 14.3.

14.2  Merchant security responsibilities.
The Merchant is solely responsible for: (a) maintaining the confidentiality and security of all passwords and login credentials; (b) enforcing multi-factor authentication (MFA) where available; (c) managing staff access rights and permissions within the Platform; (d) securing local networks, devices, and endpoint equipment used to access the Platform; and (e) maintaining adequate endpoint security, including antivirus, firewall, and patch management. Quantum is not liable for any security incident arising from vulnerabilities in the Merchant’s own IT environment.

14.3  Quantum security standard.
Quantum will implement reasonable technical and organisational security controls appropriate to a cloud-hosted SaaS platform. The specific controls are within Quantum’s operational discretion and may change over time. Quantum does not represent that any specific security standard or certification will be maintained.

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15.  PERSONAL PROPERTY SECURITIES ACT

15.1  Retention of title.
Title in each Device does not pass to the Merchant until Quantum has received payment in full of all amounts owing in connection with that Device, including the purchase price, accrued interest, and any recovery costs.

15.2  Purchase Money Security Interest.
The Merchant acknowledges and agrees that: (a) this Agreement creates a Purchase Money Security Interest (PMSI) in favour of Quantum in each Device supplied under this Agreement; (b) the PMSI attaches to each Device at the time of delivery; (c) Quantum is entitled to register one or more financing statements on the PPSR to perfect its security interest in the Devices and their proceeds; (d) Quantum’s security interest has priority over any other security interest in the Devices to the maximum extent permitted by the PPSA; and (e) the Merchant must execute any documents and take all steps reasonably required to perfect, maintain, and protect Quantum’s security interest, including executing further financing statements or security agreements on request.

15.3  Proceeds.
Quantum’s security interest extends to all proceeds of each Device, including insurance proceeds, sale proceeds, and any amounts received by the Merchant on disposal of any Device before full payment. Where the Merchant disposes of any Device before full payment, the Merchant holds the proceeds on trust for Quantum to the value of all outstanding amounts.

15.4  PPSA waiver.
To the maximum extent permitted by the PPSA, the Merchant waives: (a) its right to receive any notice that would otherwise be required under the PPSA, including any verification statement; (b) its right to receive a copy of any financing statement or financing change statement; and (c) any other right conferred on the Merchant by the PPSA that the parties may lawfully contract out of.

15.5  Merchant obligations.
The Merchant must: (a) not grant any other security interest over any Device for which full payment has not been received by Quantum, without Quantum’s prior written consent; (b) keep Devices free from any lien, charge, or encumbrance until full payment; (c) promptly notify Quantum of any third-party claim or interest in any Device; and (d) cooperate fully with any PPSR registration, search, or enforcement action by Quantum.

15.6  Equipment recovery rights.
Where Quantum’s security interest is enforceable (including where any amount owing for a Device remains unpaid after its due date), the Merchant irrevocably authorises Quantum, its employees, contractors, and agents to enter the Merchant’s premises during normal business hours (or at any time where urgency requires) to inspect, recover, disconnect, repossess, or remove any Device in respect of which Quantum holds an enforceable security interest. Quantum may exercise all rights available to a secured party under the PPSA, including taking possession of and selling Devices to recover outstanding amounts. All costs of enforcement and recovery are payable by the Merchant on a full indemnity basis under clause 5.9.

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16.  CHANGE OF CONTROL

16.1  Notification.
The Merchant must notify Quantum in writing at least 20 Business Days before any proposed Change of Control, or as soon as practicable after an unplanned Change of Control. A “Change of Control” means any transfer of a majority ownership interest, change in majority of directors, sale of all or substantially all business assets, merger or reconstruction, or change in trustee or beneficiaries of any trust holding the business.

16.2  Quantum’s rights.
Following a Change of Control notification, Quantum may within 30 days: (a) require the Merchant or its successor to enter into a new or amended agreement; (b) require additional security or a new guarantee under Schedule 2; (c) reassess credit risk; or (d) terminate the Agreement on 20 Business Days’ notice without an Early Termination Fee.

16.3  Failure to notify.
If the Merchant fails to notify Quantum of a Change of Control, Quantum may terminate immediately without compensation.

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17.  MERCHANT SERVICES AND PAYMENT PROCESSING DISCLAIMER

17.1  Quantum is not a payment provider.
Quantum Payments PTY Ltd is a POS software provider, website and email services provider, hardware reseller, and technology provider. Quantum is not a bank, authorised deposit-taking institution, payment service provider, card scheme participant, or acquiring institution. Quantum does not hold, transfer, or process funds.

17.2  All payment processing with the Acquirer.
All payment processing, card acquiring, transaction authorisation, settlement, and related merchant services are provided solely by the Acquirer under the Merchant’s separate agreement. The Merchant acknowledges that: (a) Quantum has no control over the Acquirer’s systems or decisions; (b) the Acquirer’s approval is separate from Quantum’s approval; and (c) the Merchant’s ability to process card payments depends entirely on its compliance with its Acquirer agreement and card scheme rules.

17.3  Liability excluded in full.
Quantum expressly excludes all liability in connection with Merchant Services and Payment Processing, including: (a) authorisation failures or declines; (b) settlement delays, failures, or shortfalls; (c) chargebacks, chargeback liability, or chargeback-related fines; (d) fraud losses or disputed transactions; (e) Acquirer-imposed reserves or holds; (f) merchant account suspension, restriction, or closure; (g) payment terminal outages; (h) card scheme fines or penalties; (i) Acquirer investigations or audits; (j) AML, KYC, or KYB decisions; (k) Acquirer underwriting or risk decisions; and (l) any Acquirer termination decision. This exclusion applies regardless of how the claim is characterised.

17.4  Commercial arrangements.
Quantum may receive referral fees, commissions, rebates, incentives, revenue shares, or other commercial benefits from Acquirers, payment providers, software providers, gateway providers, or other third parties in connection with its referral of merchants or its commercial arrangements with those parties. Such commercial arrangements do not increase the Merchant’s costs unless expressly disclosed to the Merchant in the Commercial Agreement. The existence of any commercial arrangement between Quantum and a third party does not create any obligation on the part of Quantum to the Merchant in respect of that third party’s conduct or performance.

17.5  Merchant’s responsibility for compliance.
The Merchant is solely responsible for: (a) complying with its Acquirer agreement; (b) complying with card scheme rules; (c) maintaining its payment processing account in good standing; (d) managing its Chargeback ratio within Acquirer and scheme thresholds; (e) complying with PCI DSS; and (f) notifying the Acquirer of any change affecting its merchant category or risk profile.

17.6  No adjustment for Acquirer decisions.
If the Acquirer suspends, restricts, or terminates the Merchant’s payment processing account for any reason, the Merchant’s Fee obligations to Quantum continue unaffected. The Merchant has no right to terminate this Agreement or claim any refund on account of any Acquirer decision.

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18.  FRAUD DISCLAIMER

18.1  Quantum not liable for fraud losses.
Quantum is not liable for any loss, damage, or liability arising from or in connection with: (a) fraud, theft, or misrepresentation by any third party in connection with the Merchant’s use of the POS Services; (b) account takeover or unauthorised access to the Merchant’s POS Account; (c) friendly fraud or disputed transactions; (d) chargebacks or retrieval requests; (e) Acquirer-imposed reserve requirements arising from fraud or chargeback risk; (f) card scheme fines arising from fraud rates; (g) stolen card or fraudulent card transactions processed through the Merchant’s point of sale; or (h) card testing attacks or automated fraud attempts targeting the Merchant’s account or systems.

18.2  Fraud tools are assistive only.
Where Quantum provides or facilitates access to fraud detection, fraud scoring, or fraud prevention tools (whether as part of the POS Services or through a third-party integration), those tools are provided on an assistive basis only. Quantum does not guarantee that any fraud tool will detect, prevent, or reduce fraud. The Merchant remains solely responsible for its own fraud prevention controls, staff training, and transaction monitoring. Quantum is not liable for any fraud loss that occurs despite the use of any fraud tool.

18.3  No fraud prevention guarantee.
Quantum makes no warranty, representation, or guarantee that the POS Services, the Platform, or any fraud tool will prevent fraud or reduce the Merchant’s fraud or chargeback exposure. The Merchant acknowledges that no system can guarantee complete fraud prevention and that the Merchant has not relied on any such representation in entering into this Agreement.

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19.  SURVIVAL OF PROTECTIONS

19.1  Indefinite survival.
The following provisions survive termination or expiry of this Agreement and continue in full force and effect indefinitely, or for such period as is specified: (a) clause 2.4 (Director guarantee obligations) — for so long as any guaranteed amount remains outstanding; (b) clause 2.5 (Direct Debit Authority obligations) — until all amounts are paid in full; (c) clause 5.5 (interest on overdue amounts); (d) clause 5.9 (debt recovery costs); (e) clause 5.11 (fees non-refundable); (f) clause 8 (data, privacy, and subprocessors) — for the periods specified in that clause; (g) clause 8.9 (privacy indemnity); (h) clause 9 (intellectual property rights) — indefinitely; (i) clause 11 (limitation of liability) — indefinitely; (j) clause 12 (confidentiality) — for 5 years post-termination; (k) clause 14 (cyber and security disclaimers) — indefinitely; (l) clause 15 (PPSA rights) — until all secured obligations are satisfied; (m) clause 17 (merchant services disclaimer) — indefinitely; (n) clause 18 (fraud disclaimer) — indefinitely; and (o) any indemnity given by the Merchant under this Agreement — indefinitely.

19.2  Guarantee survival.
Any Director Guarantee and Indemnity executed under Schedule 2 survives the termination, expiry, insolvency, administration, or liquidation of the Merchant, and continues in full force against each Guarantor individually until all guaranteed obligations are satisfied in full.

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SCHEDULE 1 — ACCEPTABLE USE POLICY

The following activities and business types are prohibited or restricted on the Quantum POS Platform. Merchants in restricted categories must obtain Quantum’s prior written approval before activating their POS Account.

Prohibited — Services will not be provided

* Adult entertainment, escort services, or sexually explicit content
* Unlicensed firearms, ammunition, or offensive weapons
* Illicit drugs, drug paraphernalia, or unlicensed controlled substances
* Counterfeit goods or IP-infringing products
* Unlicensed financial services or investment schemes
* Pyramid or multi-level marketing structures (without approved ABN and direct sales licence)
* Human trafficking or child exploitation material
* Merchants on any payment network terminated merchant file (TMF / MATCH)

Restricted — Require prior written approval

* Licensed gambling operators (TAB, casino, sports betting)
* Tobacco, e-cigarettes, and vaping products
* Licensed liquor merchants with click-and-collect or age-verification requirements
* Marketplace operators processing transactions on behalf of sub-merchants
* Healthcare and pharmaceutical dispensing
* Charities collecting recurring donations through the Platform
* Firearms and hunting equipment (licensed dealers only)
* High-value jewellery, bullion, or collectibles above $10,000 average transaction value

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SCHEDULE 2 — DIRECTOR GUARANTEE AND INDEMNITY

This Deed of Guarantee and Indemnity (“Guarantee”) is executed by each person identified as a Guarantor below in favour of Quantum Payments PTY Ltd (ABN 85 127 385 747) (“Quantum”).

PARTIES

Beneficiary:  Quantum Payments PTY Ltd  ABN 85 127 385 747

Merchant:  As identified in the Quantum Payments Commercial Agreement

Guarantor(s):  As identified in the execution block below

RECITALS

A.  The Merchant has entered into a Quantum Payments Commercial Agreement and the Quantum Payments Point of Sale Terms and Conditions (together, the “POS Agreement”) with Quantum.

B.  Quantum has agreed to provide POS Services to the Merchant in part in reliance on this Guarantee.

C.  Each Guarantor has agreed to execute this Guarantee as a condition of Quantum providing or continuing to provide POS Services to the Merchant.

1.  GUARANTEE

1.1  Guarantee.
Each Guarantor unconditionally and irrevocably guarantees to Quantum the due and punctual payment by the Merchant of all amounts owing or that become owing by the Merchant to Quantum under or in connection with the POS Agreement, including: (a) all Subscription Fees; (b) all hardware purchase prices; (c) all professional services fees and onboarding fees; (d) all interest accrued under the POS Agreement; (e) all debt recovery costs, collection agency fees, and legal costs on a solicitor-client basis; (f) any Early Termination Fee; and (g) any other amount payable by the Merchant to Quantum under or in connection with the POS Agreement (“Guaranteed Obligations”).

1.2  Primary obligation.
Each Guarantor’s liability under this Guarantee is a primary and independent obligation. Quantum is not required to first demand payment from, commence proceedings against, exhaust remedies against, or take any other action against the Merchant before enforcing this Guarantee against any Guarantor.

1.3  Joint and several.
Where there are two or more Guarantors, each Guarantor is jointly and severally liable for the Guaranteed Obligations.

2.  INDEMNITY

2.1  Indemnity.
Each Guarantor indemnifies Quantum against all losses, claims, damages, costs, and expenses (including legal costs on a solicitor-client basis) that Quantum suffers or incurs as a result of: (a) the Merchant’s failure to pay any Guaranteed Obligation; (b) the unenforceability for any reason of any provision of the POS Agreement against the Merchant; or (c) the Merchant’s insolvency, administration, receivership, or liquidation.

3.  NATURE OF GUARANTEE

3.1  Continuing guarantee.
This Guarantee is a continuing guarantee and remains in full force and effect until all Guaranteed Obligations have been paid and satisfied in full, regardless of: (a) any intermediate payment or satisfaction of part of the Guaranteed Obligations; (b) any amendment, variation, or extension of the POS Agreement; (c) any release, waiver, or compromise given by Quantum to the Merchant; (d) the termination or expiry of the POS Agreement; (e) the insolvency, administration, receivership, or liquidation of the Merchant; or (f) any other act, omission, or circumstance that might otherwise release a guarantor.

3.2  Survival.
This Guarantee survives the termination, expiry, insolvency, voluntary administration, receivership, or liquidation of the Merchant and continues to bind each Guarantor individually.

3.3  No deduction.
Each Guarantor must pay all amounts under this Guarantee without set-off, deduction, counterclaim, or withholding.

4.  GOVERNING LAW

This Guarantee is governed by the laws of Victoria, Australia. Each Guarantor submits to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

EXECUTION BY GUARANTOR(S)

Each Guarantor executes this Guarantee as a deed. By signing below, each Guarantor confirms they have read and understood this Guarantee and agree to be legally bound by its terms.

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(c) 2026 Quantum Payments PTY Ltd. All rights reserved.
www.quantumpayments.io/terms-and-conditions-pos