Member Jungle Merchant Agreement

TERMS OF AGENCY AGREEMENT

This Merchant Agreement is incorporated into the Agreement between Telligence Pty Ltd ACN 109 572 376 trading as Member Jungle (‘Member Jungle’) and the Customer.

This Member Jungle Merchant Agreement only applies to Customers that do not have their Own Payment Gateway and use the Member Jungle’s legacy Payment Gateway for the Services.

 

1. Definitions & Interpretation

1.1 Definitions

Note that any capitalised terms not defined in this Merchant Agreement have the meanings set out in our Terms and Conditions. In this agreement:

Additional Registration Data is defined in clause 10(a).

Chargeback Dispute Fee is defined in clause 11(c).

Event/s means an event or activity hosted by the Customer using the Customer Site. 

Event Fees means fees that are paid by Users through the Customer Site for an Event.

Event Ticket Holders means a User that purchases or holds a ticket for an Event.

MJ means Member Jungle

Non-Event Fees means fees processed through the Customer Site that are not Event Fees. 

Platform Fee means a fee for the use of the MJ Payment Gateway. 

Released Funds are defined in clause 5(f).

Site and Service Fee is as defined in the Member Jungle Terms and Conditions

Stripe Service Agreement is defined in clause 12.

1.2 Interpretation

In this agreement:

  1. headings are for convenience only and do not affect interpretation;
  2. the singular includes the plural and conversely, and a gender includes all genders;
  3. “including” and similar expressions are not words of limitation; 
  4. references to "you" and "your" mean the Customer; and
  5.  references to “us”,“we” and “our” mean Member Jungle.

2. Fees & GST

  1. If a Customer does not have their Own Payment Gateway, they may, with approval from Member Jungle, use the Member Jungle Payment Gateway for provision of the Services.
  2. Member Jungle will provide the MJ Payment Gateway to the Customer in exchange for the Customer authorising Member Jungle to charge and retain Site and Service and/or Platform Fees (inclusive of GST) subject to this Agreement.
  3. The Platform Fee is deducted as a percentage of payments collected on the Customer Site and applies when the Customers are paid. It is deducted from the amounts to be distributed to the Customers.
  4. Member Jungle must provide the Customer with a tax invoice for the fees collected under this clause within thirty (30) days of the collection of the Platform Fees
  5. Member Jungle will remit to the Customer all GST collected on behalf of the Customer for Platform Fees only
  6. The Customer is solely responsible for the payment of GST collected under clause 2(f) to the Australian Taxation Office or relevant government agency for your country.

 

3. Agency

  1. The Customer appoints Member Jungle the Customer’s agent for the on-line sale of membership, event tickets and other products offered for sale by the Customer as notified by the Customer to Member Jungle from time to time through the Services and Customer Site.
  2. The area for which Member Jungle is the Club’s agent ("the territory") comprises the whole world.

4. Receive money

  1. Member Jungle may receive money from Users on behalf of the Customer and if Member Jungle does so, those monies are held for the benefit of the Customer.
  2. Member Jungle will remit the Non-Event Fees to the Customer within eight (8) days of the collection of the Non-Event Fees. 
  3. Customers that have bank accounts not located in Australia, acknowledge that the remittance in clause 4(b) may encounter further delays that Member Jungle cannot control and Member Jungle accepts no responsibility for such delays.
  4. There are specific constraints that are imposed on us to protect Event Ticket Holders and when we release Event Fees to the Customer. For Events where money is collected by Member Jungle, if these are over a risk amount as determined by Member Jungle, these collected monies will be remitted to the Customer within eight (8) days of the completion of the Event. 

5. Event Fees 

  1. If a Customer chooses to have Event Fees processed using the MJ PaymentGateway, the Customer agrees that:
    1. Member Jungle will receive the Event Fees, 
    2. retain the Fees as payment for the Services; and 
    3. hold the Event Fees in full as the Customer’s agent until such time as the Customer requests the release of the Event Fees or the Event is complete.
  2. If the Customer requests release of all or part of the Event Fees (including initial and subsequent requests for access to Event Fees) before completion of the relevant Event Member Jungle may accept or reject each such request in our absolute discretion. 
  3. If Member Jungle accepts any request as outlined in clause 5(b) it will be subject to any conditions we may require in our absolute discretion, which may include any or all of the following conditions, for the Customer to:
    1. provide evidence that satisfies Member Jungle that the Event will proceed on the proposed date and at the proposed time and place;
    2. nominate an individual (or individuals) acceptable to Member Jungle to provide to us a personal guarantee and indemnity in a form required by Member Jungle;
    3. obtain an event cancellation insurance policy on terms and with an insurer acceptable to Member Jungle in which we are listed as a covered party;
    4. provide ongoing status reports and financial information about the Event and at the intervals that we specify; and/or
    5. meet such other requirements that Member Jungle considers necessary.
  4. Member Jungle can reject subsequent requests for early release of Event Fees even if we have accepted earlier ones and we can impose the same or different conditions in respect of each separate request.
  5. If the Customer is a school, government department or agency or charity, Member Jungle may permit you, in our absolute discretion, to have early release of Event Fees before the Event h is completed without imposing such conditions.
  6. The Customer acknowledges and agrees that they will be required to deposit into Member Jungle’s nominated bank account the full amount of Event Fees that we have released to you ('Released Funds') within one (1) business day of us requesting that you do so if:
    1. the Event is varied, cancelled or postponed;
    2. Member Jungle reasonably considers, that one or more circumstances exist where an Event Ticket Holder or User would have a full or partial entitlement to a refund from:
      1.  the Customer 
      2.  the Event Ticket Holder’s

credit card or payment service provider;

  1. Member Jungle reasonably suspects, that the Customer or any guarantor of the Customer’s obligations:
    1. are or may be insolvent; or 
    2. that any insurance policy that the Customer is required to take out has not been taken out or has lapsed; or
    3. any step is taken to appoint a receiver and manager, trustee in bankruptcy, administrator, a liquidator or other like person over the whole or any part of the Customer’s assets or those of any guarantor of the Customer's obligations.

 

  1. If Member Jungle requests, the Customer must return all Released Funds in those circumstances described in clause 5(f) whether refunds are presently due or not.

 

6. Event variation, postponement or cancellation and refunds

  1. If the Customer becomes aware that the details of an Event will need to be varied (including time, date, venue, etc) or the Event is to be cancelled the Customer must immediately notify Member Jungle and promptly update the Event page.
  2. The Customer must use all reasonable endeavours to promptly notify Event Ticket Holders of a variation, postponement or cancellation and always before the date of the Event. Member Jungle will assist the Customer by providing relevant contact information. However, the Customer acknowledges that it is their responsibility to contact the Event Ticket Holder.
  3. Where the Customer elects or is required to give refunds to Event Ticket Holders, the Customer must ensure that, if applicable, sufficient Released Funds are returned to Member Jungle to cover all amounts the Customer will refund or you manually refund those Event Ticket Holders. 
  4. Where Member Jungle requires the Customer to return Released Funds, Member Jungle may either manage all refunds as your agent via your Account or require you to give refunds in accordance with our directions.
  5. The Customer is solely responsible for any refunds and must not make any representations to Event Ticket Holders, Users or to any third parties about Member Jungle or our fees in connection with refunds.
  6. The Customer agrees that if they process Event Refunds through the MJ Payment Gateway, the refund amount will be taken out of any balance on the Customer’s account and then, if insufficient funds, the refund amount will be withdrawn from the Customer’s nominated MJ Payment Gateway linked bank account.

7. Obligations of Club

  1. The Customer must not advertise or promote merchandise, an event or other membership systems using the Customer Site or any services that directs purchasers to any other ticketing agency or payment gateway other than the MJ Payment Gateway If the Customer is in breach of this obligation Member Jungle will be immediately entitled to recover from the Customer as damages the amount of fees Member Jungle would have received from the sales plus its reasonable costs, including legal costs, in pursuing its rights under this clause.
  2. The Customer cannot describe or suggest to provide any membership services that it cannot fulfil. The Customer assumes all responsibility for delivering all membership services and completely indemnifies Member Jungle from any actions taken by members against the Customer.
  3. The Customer acknowledges that Member Jungle uses Stripe for the MJ Payment Gateway. 
  4. The Customer acknowledges and agrees that their use of the MJ Payment Gateway and subsequent use of the Stripe Gateway has specific requirements that the Customer must follow, this includes:
    1. The Customer agrees to adhere to the Stripe Restricted Business Agreement and specifically will not sell any product or service that is in the categories of businesses and business practices listed this includes raffle tickets, lottery and any form of gambling. 
    2. If Member Jungle deems that the Customer, using the MJ Payment Gateway, processes a volume of transactions that poses a financial risk to Member Jungle, the Customer agrees that they will be required to set up their Own Payment Gateway and pay any applicable fees.
  5. The Customer must maintain their own Privacy Policies and Terms and Conditions. Member Jungle accepts no responsibility for the implementation of the Customer’s own Privacy Policy or Terms and Conditions for their Members. 
  6. The Customer must ensure that their Members and Users are aware of, and accept, the Member Jungle Purchase Terms and Conditions when payments are accepted by the MJ Payment Gateway on behalf of the Customer.

 

8. Order

Member Jungle will transmit to the Customer all store, ticket and membership orders received by Member Jungle within seven (7) business days after their receipt by or on behalf of Member Jungle.

9. Indemnity

  1. The Customer indemnifies Member Jungle against:
    1. any claims against Member Jungle arising from the sale or offering for sale of any products, memberships or tickets subject of this agency agreement; and
    2. losses incurred by unauthorised use of a credit card processed for any purchase by someone other than the person or entity to whom a credit card is lawfully issued or any chargeback transactions that are requested by a bank.
    3. any losses (including indirect and consequential loss) or damage that Member Jungle suffers or incurs as a result of or in connection with any varied, postponed or cancelled Event and any refunds to Event Ticket Holders or Users, including any shortfall in refund amounts by reason of the payment to us of our fees and charges.
  2. For the avoidance of any doubt:
    1. if the provision of any membership service or membership renewal service which are sold through the Customer Site is not completed, the Customer indemnifies Member Jungle against any claim arising from that provision of membership, and the Customer is solely responsible for refunding any purchase price, damages or any other amount claimed by any party;
    2. for any product sold through Member Jungle the Customer indemnifies Member Jungle against any claim arising from that provision of that product, and the Customer is solely responsible for refunding any purchase price, damages, chargeback fees or any other amount claimed by any party;
    3. if any Event to which tickets are sold through Member Jungle does not proceed, the Customer indemnifies Member Jungle against any claim arising from that event or non-event, and the Customer is solely responsible for refunding any purchase price, damages or any other amount claimed by any party; and
    4. where there is unauthorised use of a credit card as set out in cl. 7, the Club will credit or return the total of any funds owed to the lawfully authorised credit card holder.
  3. The Customer must advertise this indemnity in the Customer's terms and conditions, to the extent that all claims are against the Customer and the Site and Service Fee and Platform Fee charged by Member Jungle are non-refundable.

10. Identity Check

10.1 Additional Registration Data

  1. As part of using the MJ Payment Gateway the Customer may be required by Member Jungle to provide additional information (beyond the information required to register for the Services) about the Customer, the representative of the Customer, and the principals/beneficial owners of the Customer (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, business or organisation names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers licence number, country of origin, copies of government identification documents and other personal information. 
  2. This information may be used to verify the Customer’s identity, the validity and/or legality of the Customer’s transactions and/or whether the Customer qualifies to use the Services or MJ Payment Gateway. The Customer agrees to: 
    1. provide this information in a timely, accurate and complete manner; and 
    2. maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.
  3. The Customer agrees that Member Jungle is permitted to share Additional Registration Data and information relating to Events and transactions on the Services through the MJ Payment Gateway with Stripe and with your bank or other financial institution, in each case to the extent your transactions involve such third parties. In addition, the Customer authorises Member Jungle to verify the Additional Registration Data and conduct due diligence on the Customer through third parties, including third party credit reporting agencies.
  4. The Customer acknowledges that Member Jungle may provide third parties with the Customer’s details for the purpose of performing various identity check procedures, including but not limited to verification of the Customer’s identity, credit rating, bank account details and company registration. The Customer consents to any identity check Member Jungle reasonably commissions.
  5. Member Jungle reserves the right to suspend the Customer Site and Services or to withhold any amounts due to the Customer in the event that we reasonably believe that your Additional Registration Data is inaccurate or if the Customer fails to provide all Additional Registration Data within the timeframes requested.

11. Chargebacks / Reversals

  1. Any credit card chargebacks or other transaction reversals (collectively ‘Chargebacks’) initiated against Member Jungle or its affiliates for any reason (except to the extent they are caused solely by Member Jungle's negligence or wilful misconduct) with respect to a Member or Users payment and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Member Jungle or its affiliates in connection with the Chargebacks will ultimately be the responsibility of Customer., The Customer agrees to promptly and fully reimburse Member Jungle for such amounts on demand. 
  2. As part of Member Jungle's limited payment collection agency, Member Jungle will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Customer. Customer hereby authorises Member Jungle to do so and agrees to use reasonable efforts to cooperate with Member Jungle in such re-presentment. However, Member Jungle will have no obligation to re-present any chargeback that it believes, in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Customer’s refund policy. Both parties agree that Member Jungle's loss of any chargeback that has been re-presented by Member Jungle will not in any way limit Customer’s obligation to reimburse Member Jungle and its affiliates under this clause.
  3. Upon notification to Member Jungle of a disputed payment (which is refunded immediately to the credit card holder), the Customer will be immediately charged for the transaction amount and a minimum chargeback dispute fee of $25 + GST (“Chargeback Dispute Fee”) using the Customer's payment details provided. It is the Customer’s responsibility to seek re-payment from the Member for the transaction amount if it was a legitimate transaction that they reported as fraudulent. 
  4. Whether the Customer wins or loses a dispute, Stripe, and hence Member Jungle, incurs the Chargeback Dispute Fee. To cover these costs, Member Jungle will not return the Chargeback Dispute Fee for successfully contested disputes.

12. Stripe Terms

Payment processing services for the Customer through the MJ Payment Gateway are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Customer on Member Jungle, the Customer agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Member Jungle enabling payment processing services through Stripe, the Customer agrees to provide Member Jungle with accurate and complete information about the Customer and its business, and the Customer authorises Member Jungle to share it and transaction information related to your use of the payment processing services provided by Stripe.

 

13. Amendments

This Terms of Agency Agreement (or "Merchant Agreement") may be amended by Member Jungle at any time by posting a new version of it to our website. By accessing or using the Services or Customer Site after a new version is posted, the Customer agrees to all amendments reflected therein.