1) Introduction

The App is wholly owned and operated by Ziksu Capital Ltd.

Please read the following terms and conditions (Terms) of use to understand your rights and obligations when accessing the Ziksu IOS and Android applications and related platform, websites, content, products, and services made available by us to you.

2) Scope

Before using the Services, you must read and accept all the Terms and Conditions. We strongly recommend that you also access and read the hyperlinked information when you read the Terms.

By downloading, installing, and using the app you agree to be bound by the following Terms.

Your continued use of the Services following such notification constitutes agreement by you to be bound by these Terms as amended.

We reserve the right to amend these Terms from time to time. Amendments will be effective as soon as changes are notified on our website or via the App. You should regularly review these Terms.

These Terms constitute the entire agreement between you and us with respect to our Services being delivered to you and supersede all prior agreements and understandings between you and us in connection with the Services.

If you do not accept the Terms, you must immediately cease using the Services.

1. The Services

The Services we provide constitute a mobile application and related platform that enables:

• Merchants to list and promote their businesses.
• Users to make a payment to Merchants or anyone using Ziksu QR Code or PayID.
• Users and/or Merchants to request and receive payments using Ziksu QR Code or PayID.

Subject to your compliance with these Terms, we grant you a personal, revocable, limited, non-exclusive, non-transferable, license to download and install, access, and use the App to use the Services on your personal mobile device, provided you comply with these Terms. You have no right to sublicense the license granted in this clause.

If you access or download our App from the Apple App Store, you agree to any Usage Rules as outlined in the App Store Terms of Service.

If you access or download our App from the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including Google Apps Terms of Service, which are available at https://www.google.com/accounts/hosted/en/standard_terms.html.

To fully utilise our Services, you must register for and maintain an active Ziksu User account (Account) and to obtain an Account, you must:

• be an individual (Personal User) or an individual authorised to act of behalf of a registered entity (Business User)
• have current Australian photo identification, OR a current foreign passport (with a valid Australian visa)
• register from within Australia and provide your Australian residential address.
• be at least 18 years old.
• hold a current bank account with an Australian bank or other financial institution, linked to the NPP.
• use the App with a compatible Android or iOS mobile device.
• nominate a PIN for your account and always keep it private and secure, as you would a banking password or PIN.
• keep your device safe and secure (e.g., locking it when not in use, installing up-to-date antivirus software, and removing the App before disposing of the device.
• ensure all information you provide or upload within the app is truthful and complete, (i.e., not misleading, deceptive, or inaccurate), and that uploads comply with all applicable laws.
• use the services for lawful purposes, and not infringe any laws, or third-party rights.

You are solely responsible for any activity that occurs on your Account.

We assume the person accessing our services, with your username and password, is you or has been authorised by you, and we will not be liable for any security breaches or unauthorised transactions conducted using the Services.

Please contact us immediately if you suspect a security breach in relation to your device or computer system or that an unauthorised person has used your passcode or other credentials to access the services.

If you report a security breach or unauthorised activity, we will suspend your User Account, to protect you from further loss or liability.

2. Proper Use

You are prohibited from engaging in any act, applicable to the services, that is unlawful, or could reasonably be considered inappropriate, including but not limited to any act which would constitute:

• a breach of privacy
• defamation of us, our officers, or any other person
• a fraudulent purpose.

You must not:

• modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any content, software, products, or services contained within or derived from the Services without our prior written approval.
• reverse engineer the code contained in the Services or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to the Services any material which we have not authorised including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our security protocols.
• create internet links to the Services, or ‘mirror’ the Services on any other server or wireless or internet-based device.
• build a product using similar ideas, features, functions, or graphics or copy any such materials contained in the Services.
• damage, disrupt, interfere with, impair the operation of or misuse the Services, including by data mining, hacking, data harvesting or scraping or using similar data gathering and extraction tools in respect of the services.
• launch any automated program or script, including web crawlers, web robots, web indexers, bots, viruses or worms or any program which makes multiple server requests per second or impairs the operation and/or performance of the services; or
• use any device, software or routine intended to damage or interfere with the proper working of the Services or to intercept or sequester any system, data, images, or other multimedia elements from the services.

3. Fees

For all applicable fees, please read Section 5, Part 1 – Product Disclosure Statement (PDS), of this combined PDS and T&Cs, which is always available on our website.

4. Payments

When using the app to make a payment or transfer funds, please ensure that you are paying the correct amount to the correct recipient / Merchant.

To ensure a smooth and accurate transaction, we require you to provide a valid payment method and enable notifications on your device to receive confirmation of your payment in real-time.

5. Service Access

We will endeavour to ensure that our services are always made available to you. However, we are not under any obligation to do so and will not be liable if the services are unavailable at any time or for any period.

Your access to the services may also be restricted or suspended temporarily, at any time and without notice to you, to allow for repairs, maintenance or the introduction of new facilities or services.

6. Breach And Termination

Without limiting other remedies available to Ziksu at law, in equity or under this agreement; we may, without notice to you and in our sole and absolute discretion, issue you a warning, temporarily suspend, indefinitely suspend, or terminate your account and refuse to provide our services to you if:

• we suspect that you have breached these Terms or any applicable law.
• we are unable to verify your identity based on the information you provide to us.
• we believe that there has been a security breach or unauthorised use of your account.
• we reasonably suspect you have committed fraud.
• required by applicable laws (such as anti-money laundering and counter- terrorism financing laws or regulations, or sanction laws).
• your conduct impacts on our brand reputation or violates our rights or those of another party, or
• we believe your actions may cause loss, damage, or harm to you, our users, third parties, or us, our affiliates, directors, employees, or agents.

7. Privacy

We do not provide your personal information to third parties for their marketing purposes without your explicit consent.

We use and handle your personal information only as described in our Privacy Policy, which is available on our website.

We view protection of our users' privacy as a very important principle.

You can access and modify the information you provide us and choose not to receive certain communications by contacting us or signing into your account.

We use third parties to verify and certify our privacy principles, which adhere to Australian Privacy Principles and the Privacy Act 1988.

If you object to your information being used in this way, please do not use our services.

If Ziksu provides you with information about another user, you agree you will use the information only for the purposes it has been provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the services.

Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the explicit consent of the individual to do so.

8. Security Of Information

No data transmission over the internet can be guaranteed as totally secure.

Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us.

Any information you transmit to us is transmitted at your own risk.

Once we receive your information, we will take all reasonable steps to preserve the security of such information.

9. Indemnity

You hereby indemnify us (and our officers, directors, employees, agents, subsidiaries, and joint ventures) against any claim or demand, including legal fees and costs, made against us by any third party due to, or arising out of, your breach of the Terms, or your infringement of any law or the rights of a third party while using the services.

Without limiting any other provision of this clause, you shall pay to us any amount payable in respect of the indemnity promptly upon demand for payment by us.

10. Intellectual Property Rights

We own all Intellectual Property Rights in and to the App and its proprietary technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, including any modifications, improvements, and derivative work thereof.

This agreement does not transfer any ownership rights in the App and its proprietary technology from Ziksu to the Users.

You do not have any right to our Services, including the App, other than the right to use them in accordance with these Terms, except as may be permitted by law or in writing, by Ziksu.

You must not, distribute, reproduce, modify, copy, adapt, translate, create derivative works from any part of our Services, including the Payment app and included software.

You cannot transfer, loan, rent, sublicense, sell, frame or otherwise re-publish or redistribute, publicly perform, or publicly display any part of our App, Services and included software.

You must not reverse engineer, decompile, disassemble, or attempt to extract the source code of the App.

11. Notices

Legal notices must be served on Ziksu by email to info@ziksu.com, or by registered mail to our registered office:

Ziksu Capital Limited

Level 7, 200 Adelaide Terrace

East Perth WA 6004

We may serve Legal Notice to you, via email to the email address, or via registered mail to the address, you provided during onboarding, or as otherwise updated by you, in writing.

Email Notice will be deemed to have been served 24 hours after the email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered.

Registered Mail Notice will be deemed to have been served five days after the date of mailing.

12. Legal Disputes

If a dispute arises between you and Ziksu, our goal is to provide you with a neutral and costeffective means of resolving the dispute quickly.

We will endeavour to investigate and reply to you within 7 business days. We encourage you to contact us first, to seek a resolution.

Complaints should be addressed as follows:

To:

The Complaints Office

Ziksu Capital Limited

Mail:

Level 7, 200 Adelaide Terrace,

East Perth WA 6004

Phone:

1300 194 578

Email:

complaints@ziksu.com

We will consider reasonable requests to resolve any dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Ziksu Capital Ltd. is a member of the Australian Financial Complaints Authority (AFCA), our Member Number is: 104620.

If we have resolved your complaint, to your satisfaction, you may lodge a complaint with AFCA.

Please address your Complaint as follows:

To:

AFCA Service Complaints

Australian Financial Complaints Authority

Mail:

GPO Box 3

Melbourne VIC 3001

Phone:

1800 931 678

Email:

info@afca.org.au

13. General

If any of these terms are held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect.

In our sole discretion, we may assign our rights and obligations under these Terms to another entity.

Headings are for reference purposes only and do not form part of this agreement.

Our failure to act on a breach by you, or others, does not waive our right to act on subsequent or similar breaches.

We may amend this Agreement at any time by posting the amended terms on our website, and by notifying you, as per section All amended terms will automatically be effective as soon as they are posted. If you do not accept the changes, you should terminate your account.

These terms constitute the entire understanding and agreement between you and Ziksu. The following Sections survive any termination of this agreement:

• Fees (with respect to fees owed for our services)
• Indemnity
• Intellectual Property Rights, and
• Governing Law

14. Severability

If any provision of these Terms is held to be illegal, invalid, or unenforceable, in whole or in part, under any law, such provision or part thereof will to that extent be severed and deemed not to form part of these Terms, the legality, validity and enforceability of all other provisions of these Terms will not be affected.

15. Governing Law

These Terms are governed by the laws in force in the State of Western Australia, Australia and you agree to submit to the exclusive jurisdiction of the courts of that State in respect of any dispute arising from these Terms.

16. Glossary Of Terms

‘App’ means the Ziksu IOS and Android mobile application operated by us.

‘Associates’ means any subsidiary or affiliate companies of Ziksu Capital Ltd.

‘GST’ means the goods and services tax payable pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation.

‘Merchant’ means the business or entity that accepts and processes payments from Users via our Services. The Merchant is also our client, who has engaged us to process payments

‘NPP’ means the New Payments Platform

‘Payer, you, your’ means you, i.e., the person making the payment to the Merchant.

‘PDS’ means Product Disclosure Statement.

‘Platform’ means the digital Payments Platform provided by Ziksu to allow you to send and receive funds instantly, using QR-code and PayID.

‘Services’ means the Services we provide through our App or otherwise through our related

‘User’ means you i.e., the person who transacts within our platform.

‘Ziksu, we, our or us’ means Ziksu Capital Ltd