Terms of Service

You are entering into these Terms of Service with:

Happy Group Holdings Pty Ltd t/a HappyGift (“HappyGift”, “we”, “us”)

Our ABN is: 26 627 752 345.

Our principal place of business is:
Suite 17, 1 Chaplin Drive
Lane Cove West NSW 2066 Australia

• our Website Terms and Conditions which is available on our website at happygift.com.au;
• our Website Privacy Policy which is available on our website at happygift.com.au;

1. Payment Methods
   HappyGift website uses Stripe to facilitate the sale of the Merchant’s gift vouchers or other products or services (“Goods”). To use HappyGift’s Services to sell Goods, the Merchant must have an active Stripe account and must provide to HappyGift the details of the Stripe account as reasonably required by HappyGift to be able to provide the Services. This includes, but may not be limited to:
   (i) API keys
   (ii) developer access to the Merchant’s Stripe account.
2. HappyGift’s Role
   For the avoidance of doubt, HappyGift does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to a Merchant. The Merchant is subject to the rules and regulations of Stripe. HappyGift is not responsible for and the Merchant has no claim toward HappyGift for any sales and financial transactions facilitated via the Website and the Services.
3. Confirmations
   Upon a successful order being placed by a User through HappyGift, HappyGift generates a confirmation message and issues a unique voucher number for such User’s order. It is the Merchant’s responsibility to verify an User’s order and its validity, including whether payment was successfully received by the Merchant and it is the Merchant’s decision whether to honour a User’s order.
4. Fees
   The Merchant agrees to pay HappyGift all applicable subscription fees (the “HappyGift Subscription Fee”), processing fees for each valid order and voucher issued (excluding complimentary vouchers) via the Services (the “HappyGift Processing Fee”), applicable revenue share fees (“HappyGift Revenue Share Fee”) as well as fees for shipping or postage for applicable orders (the “HappyGift Shipping Fee”).  The HappyGift Subscription Fee, HappyGift Processing Fee, HappyGift Revenue Share Fee, and HappyGift Shipping Fee are subject to change from time to time with respect to transactions that occur following the change. In addition, the Merchant may from time to time request additional Services from HappyGift, including without limitation, marketing and promotion services, printing and shipping services, custom development, and dedicated account management, which HappyGift may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such other Services (the “Other Fees”) will be disclosed to the Merchant prior to the Merchant’s acceptance of such Services. The HappyGift Subscription Fee, the HappyGift Processing Fee, HappyGift Revenue Share Fee, the HappyGift Shipping Fee, and the Other Fees (including Setup Fee if any) are referred to herein as the “Fees.”
5. Trial Period
   All fees are payable from the Trial Start Date except the HappyGift Subscription Fee which is payable from the Commencement Date.

1. Independent Relationship
   Merchants and Users effect the applicable payment transaction through a third party service and are bound by the applicable terms of use governing such service. The Merchant will collect all payments for orders through the applicable third party service and HappyGift accepts no obligation or liability with respect to such collection or the performance or nonperformance of such third party service.
2. Invoices
   Invoices are available in the platform. The HappyGift Subscription Fee will be deducted automatically from the Merchant’s nominated credit card each calendar month. HappyGift Processing Fees, HappyGift Revenue Share Fees, and HappyGift Shipping Fees are deducted automatically at the time of the transaction from the order total. If the automatic deduction is unsuccessful, HappyGift will invoice the applicable fees and deduct them from the Merchant’s nominated credit card after seven (7) days.

1. Refund Dispute
   All purchases and financial transactions in respect to Users are between the Merchant and the User. All payment transactions are made to the Merchant directly via the payment processor. All refunds and disputes regarding refunds are between the Merchant and the User. In the event of a dispute, HappyGift may try to mediate, but ultimately it is the Merchant’s obligation to settle the dispute. Under no circumstances will HappyGift provide a refund to a User.

1. Non-Exclusive Remedies
   In the event that the Merchant fails to pay to HappyGift any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) when due and following a late payment notice being delivered by HappyGift, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Merchant to HappyGift under the Terms of Service (including without limitation this Merchant Agreement), HappyGift may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations, send an invoice to the Merchant for such amounts. The Merchant shall pay HappyGift such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to HappyGift hereunder is not made by the Merchant when due and after receiving a late payment notice from HappyGift, HappyGift reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate the Merchant’s registration for the Services (including any and all accounts that Merchant may have).
2. Costs of Collection
   The Merchant agrees to promptly and fully reimburse HappyGift upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by HappyGift in collecting past due amounts from the Merchant under this Merchant Agreement, the Terms of Service or otherwise.
3. Taxes
   i. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, even if HappyGift provides you with tax tools or tax calculators that assist you in doing so. HappyGift does not represent, warrant or guarantee that any tax tools or tax calculators provided to you will meet all tax requirements that may be applicable to you or that such tax tools or tax calculators will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your Goods, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of any Visitors, credits and deductions for which you may qualify and other factors, and you hereby release HappyGift of any and all liability with respect to your use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. If you use any tax tools or tax calculators that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. HappyGift cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires HappyGift to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse HappyGift for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
   
   ii. All Fees charged by HappyGift do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Fees (other than those calculated based on HappyGift’s net income) to HappyGift. If you are outside of Australia, you may be required to self-assess certain indirect Taxes on our Fees (or certain portions of our Fees) under the applicable reverse charge procedure on your indirect tax returns.

1. you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”), including without limitation, Cuba, Iran, North Korea, Sudan or Syria; and
2. you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) that appears on the Bureau of Industry and Security’s Denied Persons, Entity or Unverified List; (iv) that appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) that appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; (vi) that is subject to sanctions in any other country; or (vii) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.

In respect of our Services relating to gift vouchers, you acknowledge and agree that:

1. you are responsible with complying with all laws applicable to the offer, sale and redemption of, and relating to unused, gift vouchers; and
2. to the extent permitted by law, HappyGift has no liability (and you hereby release HappyGift from and indemnify HappyGift against any and all claims and liability) arising from the marketing, offer, sale, use (and non-use) and redemption of gift vouchers.

HappyGift
PO Box 1328, Lane Cove NSW 1595 Australia
Email: hello@happygift.com.au

1. Ownership of Visitor data, User data, and other data collected or created during use of the Services vests with HappyGift;
2. HappyGift may at its absolute discretion provide no part, some part, or all of this data to you;
3. HappyGift may charge a fee to you for providing such data;
4. In case where HappyGift provides you such data, you agree that your use of the data shall be in compliance with HappyGift’s Website Privacy Policy, the Privacy Act 1988 (Cth) if applicable, and any relevant regulation as may exist in a jurisdiction relevant to your use of the data.