Product Disclosure Statement

1. Important Information

This document is a Product Disclosure Statement (PDS) for the Hello Clever Account and the Hello Clever Solution. It is issued by Hello Clever Pty Ltd (ABN 69 637 950 497, AFSL No. 564985) (Hello Clever, we, us or our).

We are the issuer of the non-cash payment and foreign exchange products described in this PDS.

This PDS explains what you need to know about the products that we can offer you. It is designed to:

• provide you with the information you need to determine whether the products we offer are appropriate for you; and
• explain the terms and conditions, rights and obligations associated with our products.

When you open a Hello Clever Account, you will be provided with a separate document titled "Terms and Conditions". It contains terms and conditions that govern the Hello Clever Account and the Hello Clever Solution. You can ask us for a copy of your Terms & Conditions.

The information in this document is general information only. It does not take into account your objectives, financial situation or needs and does not constitute personal financial product advice. Before acquiring or using our products, you should consider whether they are appropriate for you, having regard to your own circumstances, and seek independent legal, financial and taxation advice if you consider it necessary.

You should read this document in full, together with our Terms and Conditions and Privacy Policy (available at www.helloclever.co), before deciding whether to acquire or continue to hold our products. By acquiring or using the Hello Clever Account or the Hello Clever Solution, you agree to be bound by those Terms and Conditions.

The information in this document is current as at the date shown above and may change from time to time. Where a change is not materially adverse to you, we may update the information by publishing it on our website. You can obtain a paper or electronic copy of any updated information free of charge on request.

Our products are not a bank deposit and are not guaranteed. Funds held in connection with the Hello Clever Account are not held with an Authorised Deposit-taking Institution in every case and may be held with other reputable financial institutions. The Australian Government's Financial Claims Scheme does not apply to the Hello Clever Account, the Hello Clever Solution or any funds held in connection with them. Funds are held subject to the risks described in this document.

This document is intended for persons receiving it in Australia, and our products are only available to businesses operating in Australia. It does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. All amounts are in Australian dollars unless stated otherwise.

Where this PDS includes a reference to content on our website, the relevant content of the website referred to forms part of this PDS. If you cannot find that information on our website, you can contact us and ask for a copy of the statement or information without charge.

Examples we use in this PDS are only for illustration and are included to help you understand our products. They are not exhaustive.

Should you have any queries about this PDS, please contact us. Our contact details are set out in Section 19 of this PDS.

2. Who we are, and what we are authorised to do

We hold an AFSL (AFSL No. 564985) and are the issuer of the non-cash payment and foreign exchange products described in this PDS.

The Hello Clever Account is issued to you as a merchant. It allows you to receive funds for payments made by your customers. Once those funds are received into your Hello Clever Account, you can then use the transfer, holding, multi-currency and conversion services described in this PDS in respect of the funds you have received.

We will only provide you with factual information or general advice in relation to our products, which does not consider your personal objectives, financial situation or needs.

Before acquiring the products referred to in this PDS you should read this PDS carefully, and then consider your objectives, financial situation and needs and take all reasonable steps to fully understand the products we are offering. We recommend that you seek independent financial advice to ensure that a particular product is suited to your financial situation and requirements.

3. Who can use our products

The Hello Clever Account and Hello Clever Solution are designed for businesses that accept payments from their customers. The Hello Clever Account is issued to you as a merchant so that you can receive funds for payments made by your customers, and then use the transfer, holding, multi-currency and conversion services in respect of the funds received. You must hold and operate the Hello Clever Account and Hello Clever Solution as a merchant in the course of carrying on a business. You agree to hold and transact on the Hello Clever Account as principal and not as agent on behalf of another party, except where we have agreed otherwise in writing.

4. Opening a Hello Clever Account

Step 1: Read this PDS.

Step 2: Register for a Hello Clever Account and, where applicable, request access to the Hello Clever Solution.

Step 3: Read and accept the Terms and Conditions.

Step 4: Complete our onboarding and identity verification requirements and set up your Hello Clever Account.

5. The Hello Clever Solution

The Hello Clever Solution is an online payment gateway. It enables you, as a merchant, to accept card payments and other supported payment methods from your customers. The account functionality described in this PDS is offered to merchants who use the Hello Clever Solution. The Hello Clever Solution is the means by which you receive funds for payments made by your customers into your Hello Clever Account.

Payments accepted through the Hello Clever Solution are settled into the Payments Sub-Account of your Hello Clever Account. Once those funds are received into your Hello Clever Account, you can then use the transfer, holding, multi-currency and conversion services in respect of the funds received. Through the Hello Clever Solution and your Hello Clever Account you can:

• first, receive payments from your customers in supported currencies through the Hello Clever Solution, with the proceeds settled into your Payments Sub-Account;
• then, transfer funds to your Treasury Sub-Account to hold, convert or disburse them; and
• then, withdraw funds to an account in your name.

The Hello Clever Solution is made available to you for use in connection with your Hello Clever Account. You are responsible for the security and proper use of any Hello Clever Solution made available to you. We may place limits on the value of transactions that can be processed through the Hello Clever Solution.

6. The Hello Clever Account

A non-cash payment is made when a person makes a payment, or causes a payment to be made, otherwise than by the physical delivery of cash. The Hello Clever Account is a non-cash payment facility.

The Hello Clever Account is issued to you as a merchant. Its primary purpose is to allow you to receive funds for payments made by your customers. Once those funds are received, the Hello Clever Account, together with the Hello Clever Solution, provides an easy to use system to hold multi-currency balances, convert currency, transfer funds and make payments in respect of the funds received. The Hello Clever Account is made up of two sub-accounts: the Payments Sub-Account and the Treasury Sub-Account. Each is described below.

You can access your Hello Clever Account via our website or merchant portal and through the Hello Clever Solution. To log in to your Hello Clever Account you must enter your account login and password. You must keep your account login and password secure at all times. You are also able to review and check your Hello Clever Account balances 24 hours a day, 7 days a week, and view your Hello Clever Account transaction history.

We may earn and retain interest on funds held in connection with your Hello Clever Account. Hello Clever may place limits on the amount of funds that you can collect, receive, hold, convert, transfer and withdraw. Any such limits can be viewed on our website.

The Payments Sub-Account is where you first receive funds for payments made by your customers. It enables you to receive and collect payments from your customers, who are third parties. Payments must be received in a supported currency. The supported currencies for the Payments Sub-Account are prescribed on our website and may change from time to time.

Payments made to you by your customers through the Hello Clever Solution are settled into your Payments Sub-Account. Chargebacks and refunds, together with any associated fees, are deducted from your Payments Sub-Account.

Funds held in your Payments Sub-Account can be:

• withdrawn to an account held in your name; or
• transferred to your Treasury Sub-Account.

The supported currencies for the Payments Sub-Account and the Treasury Sub-Account are not the same. A currency that is supported for collecting payments into your Payments Sub-Account is not necessarily supported for holding, converting or disbursing from your Treasury Sub-Account. Before you accept payments in a particular currency, you should check the list of supported currencies for each sub-account on our website. Where a currency received into your Payments Sub-Account is not supported by your Treasury Sub-Account, you may only withdraw those funds to an account held in your name in that currency, and you will not be able to transfer them to your Treasury Sub-Account.

The Treasury Sub-Account is a multi-currency wallet. It operates on funds you have already received into your Hello Clever Account. Once funds have been received into your Payments Sub-Account, you can transfer them to your Treasury Sub-Account to hold balances in multiple supported currencies. The supported currencies for the Treasury Sub-Account are set out on our website and may change from time to time.

Funds held in your Treasury Sub-Account can be:

• withdrawn to an account held in your name;
• disbursed to a third-party account;
• converted from one supported currency to another supported currency; and
• held on the platform in one or more supported currencies.

Foreign currency conversions are only available in respect of funds held in your Treasury Sub-Account and are undertaken pursuant to a foreign exchange contract, as described in section 7.

The Hello Clever Account operates on a base currency of Australian dollars (AUD). The list of supported currencies for each of the Payments Sub-Account and the Treasury Sub-Account is available on our website (www.helloclever.co) and is subject to change from time to time.

7. Foreign Exchange Contracts

A foreign exchange contract is a transaction where one currency is sold and another currency is purchased at an agreed exchange rate.

Where you convert funds held in your Treasury Sub-Account from one supported currency to another, the conversion is undertaken pursuant to a foreign exchange contract under which you and we agree to exchange one currency for another currency at an agreed exchange rate. Both the currency you convert from and the currency you convert to must be supported currencies of the Treasury Sub-Account. A new foreign exchange contract is entered into for each conversion that you undertake with us.

Foreign exchange contracts are over-the-counter (OTC). They are entered into between you and us. This means that the currencies we are exchanging are not traded on a licensed financial market such as a stock exchange.

Foreign exchange contracts are pre-funded. You can only enter into a foreign exchange contract where there are sufficient cleared funds in your Treasury Sub-Account in the currency you propose to convert. If there are not sufficient funds in your Treasury Sub-Account, we will not undertake the conversion.

You provide your instructions for a foreign exchange conversion to us by telephone or by messaging application. We do not currently accept foreign exchange instructions through the Hello Clever Account or Hello Clever Solution.

Once we receive your instruction, we prepare a quote and provide it to you. The quote will be provided to you in the same form that you provide us with instructions (i.e. if you provide us with instructions using a messaging app, the quote will be provided to you in the same format). The quote is time limited.

The quote will set out details of the foreign exchange conversion, including:

• the exchange rate at which we are willing to convert one supported currency to another (the total conversion rate);
• the fees applicable to the conversion; and
• the amount of the currency you will receive once the conversion is completed.

If you confirm the quote by email before it expires, the foreign exchange contract is entered into on the basis of that quote. If you do not confirm the quote before it expires, it will expire and you will need to request a new quote.

The exchange rate we quote to you includes a spread. The spread is a mark-up we build into the exchange rate. It is included within the rate we quote and is not disclosed to you separately. This means the total conversion rate shown in your quote is the rate at which the conversion will occur, and it already reflects our spread.

The spread is different from any transaction fee we charge. A transaction fee is a separate amount charged in addition to the conversion, and is disclosed separately in the quote. The spread is embedded in the exchange rate itself.

The quote shows you the total conversion rate, the fees applicable to the conversion, and the amount you will receive. Together these tell you the total cost of the conversion before you confirm the quote.

Settlement of a foreign exchange contract usually occurs on a T+2 basis, being two business days after the contract is entered into. Settlement may be shorter for certain currencies. Because the conversion is pre-funded from your Treasury Sub-Account, settlement is generally near-immediate once the contract is entered into.

Despite accepting a quote, we may refuse to enter into, or cancel, any foreign currency conversion at our absolute discretion. We are not a speculative trading platform. You must not use the Hello Clever Account for currency trading or related speculative purposes.

Different service providers offer different exchange rates. Hello Clever cannot guarantee the best rate available on the market, but endeavours to provide rates that are competitive. When comparing exchange rates, you should ensure that you are comparing rates of the same type and consider the other terms of the conversion, including the fees and settlement terms. Because our spread is built into the rate we quote, the total conversion rate is the figure you should compare.

8. Client Monies

The Hello Clever Account is an electronic payment facility. The funds shown in your Hello Clever Account will be held by us with one or more reputable financial institutions until you transfer or withdraw your funds. Funds will not necessarily be held with an Authorised Deposit-taking Institution (ADI). Your funds are segregated from our money and held in a pooled account.

Unless we agree otherwise, you have no right to any interest on funds held in your Hello Clever Account. Individual Hello Clever Accounts are not separated from each other but are pooled together. The money is held on trust for you until you transfer or withdraw the money, or otherwise provide us with a legal right to that money because of outstanding fees owed to us, or in such other circumstances as referred to in the Terms and Conditions.

9. Significant Benefits of Products

You can access your Hello Clever Account and our services 24 hours a day, 7 days a week.

You can receive card payments and other supported payment methods from your customers through the Hello Clever Solution, and have those funds settled into your Payments Sub-Account.

The Payments Sub-Account is where you receive and manage payments from your customers. Once funds are received, the Treasury Sub-Account allows you to hold, convert, withdraw and disburse those funds in multiple supported currencies.

You are able to hold balances in multiple supported currencies in your Treasury Sub-Account.

You are able to convert funds held in your Treasury Sub-Account from one supported currency to another. The conversion occurs once you have accepted the quote proposed by Hello Clever and where sufficient cleared funds are held in your Treasury Sub-Account.

You are able to access your complete Hello Clever Account transaction history at all times.

10. Significant Risks of Products

You are responsible for ensuring the details of a third-party recipient are populated accurately when making a payment or disbursement. You are responsible for any errors or mistakes made while transacting on your Hello Clever Account. If you make an error or mistake, we may not be able to recover the funds and will not be liable in these circumstances.

There is a risk that your Hello Clever Account or Hello Clever Solution may become compromised and we receive an instruction that appears to be from you, but is not. You will be responsible for losses arising from any unauthorised transactions on your Hello Clever Account. We will assume that all instructions we receive from your Hello Clever Account or Hello Clever Solution have been authorised by you. You must notify us immediately if you suspect that your Hello Clever Account or Hello Clever Solution has been compromised or subject to unauthorised transactions.

Payments collected through the Hello Clever Solution may be subject to chargeback, dispute or reversal by the payer, the payer's bank or a card scheme. Chargebacks and refunds are deducted from your Payments Sub-Account. We may, without notice, reverse a transaction or remove funds from your Payments Sub-Account in connection with a chargeback, dispute or reversal, or where fraud is suspected, or where we reasonably believe that there is a risk associated with the transaction or your Hello Clever Account. You are responsible for amounts charged back, reversed or disputed. Where you issue a refund to a customer through the Hello Clever Solution, the refunded amount, together with any associated processing fees, is debited from your Payments Sub-Account, and you are responsible for ensuring that sufficient funds are available to cover it. Chargebacks, refunds and reversals may be processed after the original payment has been settled into your Payments Sub-Account, and any fees we charged on the original payment may not be refunded to you.

When making a payment or disbursement overseas, it is not always possible to know how much will be charged by the banks involved in the transaction. This means the amount you convert and send may not necessarily be the amount the recipient actually receives.

We rely on other counterparties, banking partners and financial institutions to hold and transfer funds. There is a risk that your funds may be disrupted, delayed or lost if these counterparties, banking partners or financial institutions become insolvent or are otherwise subject to a force majeure event. Because funds are not necessarily held with an ADI, they do not have the benefit of the depositor protections available to funds held with an ADI. Any such disruption, delay or loss is beyond our control and we will not be liable for any loss you incur.

The Hello Clever Account and Hello Clever Solution are intended to be operational 24 hours a day, 7 days a week. However, access may be interrupted by scheduled or unscheduled maintenance or from inadequate or failed technological systems, internal processes or external events.

There are also certain risks associated with processing your transactions and instructions and communicating through the internet. These risks include software errors and bugs, problems with internet access and data transfers, interrupted service, security breaches and other faults.

This means that you may be unable to use the Hello Clever Account or Hello Clever Solution when you wish, and you may suffer a loss.

We have obligations under the AML/CTF Laws. One of these obligations is to screen clients and transactions for risks of money laundering, terrorism financing and other criminal activity. There is a risk that a transaction may be delayed or cancelled due to the processes or systems we have in place for these screening purposes. Our banking and other partners also use similar processes which may also delay or cancel a transaction without notice. Neither we, nor our banking and other partners, are required to tell you the reasons for the delay or cancellation if there is a suspicion of money laundering, terrorism financing or other criminal activity.

We may hold, suspend or cancel your Hello Clever Account or disable a Hello Clever Solution in certain circumstances including where fraud is suspected, where we reasonably believe there is a risk associated with your Hello Clever Account, or where you have breached our Terms and Conditions.

You are responsible for providing and maintaining the means by which you access the Hello Clever Account and operate the Hello Clever Solution, including a compatible device, power and internet connectivity. If you do not have access to these, you will be unable to transact, which may cause you to suffer a loss or other inconvenience.

Under the Terms and Conditions, we have a number of discretionary powers which may affect you. You should ensure that you understand these discretionary powers by reading the Terms and Conditions.

There are no cooling off rights in relation to the Hello Clever Account or Hello Clever Solution.

Counterparty risk is the risk that another party may default on their contractual obligations. You have a counterparty risk with us as you are reliant on us to meet our obligations to you under the Terms and Conditions. We are also reliant on agreements that we have entered into with third party service providers, and the actions of these third parties may impact on our ability to fulfil our obligations to you.

If our business becomes insolvent, you will become an unsecured creditor to the extent that you have money in your Hello Clever Account. Because funds are not necessarily held with an ADI and the Financial Claims Scheme does not apply, the extent to which you may recover these funds will be determined by applicable insolvency laws.

Foreign exchange contracts and payments are pre-funded. If there are not sufficient cleared funds in the relevant sub-account when you propose a conversion, disbursement or payment, we will not undertake it. A quote for a foreign exchange contract is time limited. If you do not accept the quote before it expires, the quote will expire and you will need to request a new quote, which may be on different terms.

Foreign currency exchange rates are subject to fluctuations all the time. If you convert currency, or hold balances in a currency other than your base currency, you will be subject to fluctuations in the value of that currency. It is possible that the exchange rate improves after we have exchanged your currency, or after you have accepted the relevant quote. If funds are reversed and paid to your Hello Clever Account in a different currency, then you may suffer loss resulting from any movements in the currencies before the funds can be converted and settled to your Hello Clever Account.

Each foreign exchange contract includes a spread. The spread is a mark-up built into the exchange rate we quote. It is included within the quoted rate and is not disclosed to you separately. The spread is different from any transaction fee we charge, which is disclosed separately in the quote and charged in addition to the conversion.

Both the spread and any fees increase the cost of the conversion to you. The exchange rate we quote, including the spread, may be less favourable than rates available from other providers. You should consider the total conversion rate and the fees disclosed in the quote before confirming it.

There is a risk that you may make a payment in a currency to an account which does not accept or otherwise accommodate that particular currency. In these circumstances, the beneficiary bank may convert the currency to another currency which is compatible with the beneficiary bank account. Fees and charges, including foreign currency conversion charges, may apply in those circumstances and may result in the recipient receiving less funds than you anticipated.

The Hello Clever Account is not a bank account and does not have the benefit of the Financial Claims Scheme. Funds held in connection with the Hello Clever Account are not necessarily held with an ADI.

11. Fees and charges

The fees and charges you pay depend on how you use the Hello Clever Account and Hello Clever Solution, the payment methods and currencies involved, the size and volume of your transactions, and the terms we agree with you. Because these matters are not known when this PDS is given to you, we cannot state the exact amount of the fees and charges you will pay. Instead, the table below describes the types of fees that may apply, how each is calculated, and how and when it is paid.

The actual fees and charges that apply to you are set out in your Merchant Agreement and Fee Schedule. These are agreed with you and provided to you before you begin using our services. You can request a copy of your current Fee Schedule at any time, free of charge, by contacting us.

All fees are exclusive of GST unless we tell you otherwise. You agree to pay any GST payable on our fees.

Most fees are deducted from the funds we settle to you, rather than invoiced separately. This means we deduct our fees, together with any refunds, chargebacks, disputes, reserves and other amounts you owe us, from the settlement amount before funds are paid into your account. Where the amounts you owe us exceed the settlement amount for a period, we may deduct the shortfall from future settlements, apply a reserve, invoice you, or set the amount off against other amounts we owe you.

When you convert currency, we will provide you with details of the quote in the same format that we received your instructions. The quote shows the total conversion rate, the transaction fee applicable to the conversion, and the amount you will receive. The spread is built into the total conversion rate and is not shown as a separate line item. Together, the quoted rate and the disclosed fee tell you the total cost of the conversion before you confirm it.

How we may introduce new fees or vary your existing fees as set out in the Merchant Agreement. The Merchant Agreement may describe different scenarios in which we may introduce new fees, or change our existing fees, as well as the notice periods that apply to such changes (and how notice may be provided). This may include a general fee increase or a situation where the increase is a direct pass-through of a cost charged to us by an acquirer, card scheme or other third party.

In addition to the fees described above, a reserve and a minimum fee may apply to your Hello Clever Account. Whether either applies to you, and the amounts, rates and periods involved, are set out in your Merchant Agreement and Fee Schedule.

A reserve is an amount we withhold from the funds we would otherwise settle to you, and hold for a period. Its purpose is to cover chargebacks, disputes, refunds, reversals, fees and other amounts you may owe us, including amounts that may arise after a payment has been settled to you.

A reserve may be calculated as a percentage of the amounts we settle to you, as a fixed dollar amount, or as a rolling balance built up and maintained over a period. Where a reserve applies, we withhold the relevant amount from settlement and hold it until it is released, applied against amounts you owe us, or otherwise dealt with in accordance with your Merchant Agreement. A reserve is not a fee we charge for our services. It is your money held to cover amounts you may owe us, and any balance remaining is released to you in accordance with your Merchant Agreement.

The circumstances in which we may impose, increase, apply or release a reserve, the basis on which it is calculated, and the period for which it is held, are set out in your Merchant Agreement. We may impose or vary a reserve in accordance with your Merchant Agreement, including where we reasonably consider there is an increased risk of chargebacks, disputes, refunds or other amounts becoming payable by you.

A minimum fee may be imposed as set out in the Merchant Agreement. Where a minimum fee applies and your total fees for the period fall below that minimum, we will charge you the difference between the fees you have actually incurred and the agreed minimum. If your total fees for the period equal or exceed the agreed minimum, no additional amount is charged.

A minimum fee is a fixed dollar amount and is assessed over the period agreed with you, such as monthly or daily. It is deducted from the amounts we settle to you, or invoiced to you, at the end of the relevant period.

Whether a minimum fee applies to you, the minimum amount, the period over which it is assessed and the fees that count towards it are set out in your Merchant Agreement and Fee Schedule.

12. How we are paid

Our directors and employees are remunerated by salary.

Our employees may also receive bonuses. Bonuses are determined on a balanced scorecard basis, which assesses a range of individual and team metrics. These metrics are both financial and non-financial. It is not possible to determine in advance what, if any, bonus an employee will receive, as bonuses are not attributed to any particular product or service that an employee provides.

You may request more details about the way these people or entities are remunerated within a reasonable time after receiving this PDS and before any financial services are given to you.

We do not have relationships or associations which might influence us in providing you with our financial products and services.

13. Stopping or cancelling a payment

Once a funds transfer has been processed from your Hello Clever Account, it will be extremely difficult for us to recall it. An attempt to recall the funds may be subject to further fees charged by the banks and service providers involved. Those charges will be passed on to you and are outside of our control. We will also pass on to you any costs we incur, including foreign exchange costs, in arranging the recall. We will also charge you an administration fee for assisting with the recall.

If you believe that you have instructed us to make a funds transfer in error, or that an unauthorised transaction has occurred, you must notify us immediately.

We are not obliged to enter into any transactions you instruct us to execute under your Hello Clever Account. We are entitled to delay, suspend, refuse to enter into or cancel any transactions in our absolute discretion without being liable for such action. We may also reverse a payment transaction in certain circumstances, including where we reasonably suspect it involves fraud or other suspicious or illegal activities.

14. Terms and Conditions

The Hello Clever Account and Hello Clever Solution are provided to you under a Merchant Agreement, which includes our Terms and Conditions and your Fee Schedule. You must agree to the Merchant Agreement before opening your Hello Clever Account.

The summary below covers the core terms of the product and the conditions on which you may use it. It is a summary only. You should read the full Merchant Agreement before deciding whether to acquire or continue to hold the Hello Clever Account.

Before we provide the Hello Clever Account and Hello Clever Solution to you, you must complete our onboarding and identity verification checks. We decide whether to accept you as a merchant at our discretion. You must give us the information and assistance we need to meet our obligations under the AML/CTF Laws, and you must not let anyone else use the services without our written consent.

You must hold and operate the Hello Clever Account as a merchant, in the course of carrying on a business, and as principal rather than as agent for someone else. You must not use the product for anything illegal, for anything we prohibit or restrict, or for anything outside our risk appetite. You must not use the product for currency trading or speculative purposes. If we reasonably determine that your goods or services are no longer lawful, or breach card scheme rules, we may stop providing the services to you.

The Hello Clever Account operates on an execution-only basis. You may give us your payment instructions through the Hello Clever Account or Hello Clever Solution, and your foreign exchange instructions by telephone or messaging application. We act on instructions we receive. We do not check whether the person giving them is actually authorised to do so, and we treat all instructions from your account as authorised by you. You are responsible for the instructions you give us, including for making sure that payment details are correct. If details are wrong, funds may not reach the intended recipient, and we will not be liable.

A payment transaction or foreign exchange contract cannot be cancelled once it is entered into.

The payment methods we support may change from time to time. We will give you at least 30 days' notice before we discontinue or change a payment method, unless that is not reasonably possible. Where a payment method is discontinued, we will use reasonable endeavours to offer you an alternative.

A transaction may be invalid or unacceptable in a range of circumstances, including where it is fraudulent, unauthorised, illegal, or does not relate to an actual sale to a genuine customer. We may refuse to accept an invalid transaction, reverse a transaction, or hold funds while we investigate.

You are responsible for the amount of any chargeback, dispute or refund on your account, together with any fees and third-party costs associated with it. You must make sure there are sufficient funds in your Payments Sub-Account to cover them.

We settle funds to you on a net basis. This means we deduct our fees, chargebacks, disputes, refunds, reserves and any other amounts you owe us from the gross transaction amount before funds are paid to you. We are only obliged to settle transactions for which we have ourselves received settlement from the acquirer, card scheme or payment system. If the net settlement amount for a period is negative, we may deduct the shortfall from future settlements or ask you to pay it.

You must pay the fees set out in your Merchant Agreement and Fee Schedule. You authorise us to deduct or set off those fees, and any other amounts you owe us, from your account or from the amounts we settle to you. We may increase fees on 30 days' notice, or immediately where the increase is a direct pass-through of a third-party cost. Section 11 sets out the types of fees that may apply.

We may make additional non-payment products and features available to you from time to time, depending on your plan. We may add, remove, change or begin charging for these products on notice to you. If you do not accept a change, you can stop using the affected product without affecting the rest of your services. Products offered on a trial or beta basis are provided without warranty and may be withdrawn at any time.

You must comply with all applicable laws and card scheme rules, keep your account login and password secure, and tell us promptly if you suspect unauthorised activity. You must not process transactions on behalf of third parties, or surcharge your customers on account of our fees, unless we permit it. You must publish clear refund policies, process refunds back to the original payment method, and use your best endeavours to resolve disputes with your own customers. You must not change control of your business without our written consent. You are responsible for providing and maintaining the device, power and internet connection you need to access the product.

We aim to make the Hello Clever Account and Hello Clever Solution available 24 hours a day, but we do not guarantee that the services will be uninterrupted, error-free, or suitable for your particular purposes. The services are provided on a best-endeavours basis. We may vary a service at any time, provided the change does not have a material adverse effect on its performance. Nothing in the Merchant Agreement excludes the consumer guarantees that cannot be excluded under the Australian Consumer Law.

We hold a number of discretions under the Merchant Agreement. Among other things, we may delay, suspend, refuse or cancel a transaction or instruction; reverse a payment or remove funds from your account where we suspect fraud or a risk to your account; hold, suspend or close your account or disable the Hello Clever Solution; place limits on the value of transactions and the amount of funds you can collect, hold, convert, transfer or withdraw; and refuse to enter into or cancel a foreign exchange conversion, even after you have confirmed a quote. You should read the Merchant Agreement to understand these discretions.

The Merchant Agreement sets out the extent of our liability to you, and the circumstances in which you indemnify us. Our liability may be limited, including by imposing a total aggregate liability cap. The limitations that apply, and the amount or basis of any liability cap, are agreed with you and set out in your Merchant Agreement, and may differ from merchant to merchant.

Your Merchant Agreement will also set out the indemnities you give us. The scope of the indemnity will be specific and set out in your Merchant Agreement, and may differ from merchant to merchant. The indemnities may cover circumstances such as losses we incur in connection with your transactions, your breach of the Merchant Agreement, applicable law or card scheme rules, claims from your customers or other third-parties and any tax, fine or penalty imposed on us as a result of your conduct. It will also set out how we may recover an amount you owe us under an indemnity, which may include deducting it from settlement, applying or increasing a reserve, setting it off against amounts we owe you, or invoicing you.

Nothing in the Merchant Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded, restricted or modified under the Australian Consumer Law or any other applicable law.

Each of us must keep the other's confidential information and the terms of the Merchant Agreement confidential, subject to the usual exceptions such as disclosure to advisers or where required by law. You must keep merchant and customer data secure and comply with applicable privacy laws, and you must tell us promptly if you become aware of a data breach. We own the intellectual property in our services, platform and any improvements to them.

The Merchant Agreement sets out how it may be varied and how it may be ended. We may be entitled to vary without cause, or in certain circumstances, such as to comply with a law, regulatory requirement or card scheme rule. The applicable notice periods and triggers are agreed with you and set out in your Merchant Agreement, and may differ from merchant to merchant.

Your Merchant Agreement will also set out when the agreement may be terminated, which may include termination without cause on notice by either of us, immediate termination for material breach, and termination by us on short notice in specified circumstances such as an unacceptably high rate of chargebacks or disputes, fraud, your insolvency, or where a card scheme, acquirer or regulator requires it.

The Merchant Agreement is governed by the law of New South Wales. Before starting court proceedings, we will each make reasonable attempts to resolve the dispute, including through mediation in Sydney. If a dispute is not resolved within 20 business days after a mediator is appointed, either of us may go to court. Section 18 explains how to make a complaint to us and to the Australian Financial Complaints Authority.

The above is a summary of some of the key terms of the Merchant Agreement. We strongly recommend you read the full Merchant Agreement, which can be accessed at www.helloclever.co.

15. Instructions

You may give us your payment instructions through the Hello Clever Account or Hello Clever Solution, and your foreign exchange instructions by telephone or messaging application.

16. Tax Implications

There may be tax implications for you in relation to the Hello Clever Account and any transactions you enter into.

Taxation laws are very complex and vary depending on your circumstances. You should discuss any taxation questions you may have with your tax adviser before using our products or services.

17. Our Role

Hello Clever is the product issuer of the non-cash payment and foreign exchange contract products described in this PDS. We act on our own behalf in issuing these products to you.

We are also the service provider. Our employees can give you general advice and help you use our products and services.

18. Complaints

If you have a complaint or concern about the products and services provided to you, we encourage you to contact us about your concern. When your complaint is received by us it will be investigated. If your concern is not resolved, or if you are not satisfied with the decision, you may contact the Australian Financial Complaints Authority (AFCA), which is an external dispute resolution scheme. AFCA's details are:

19. Contact

If you have any further questions about the financial products and services we provide, please contact us:

20. Privacy

The privacy of your information is important to us. We have practices which include the secure storage of personal information and safeguards against the accidental release of personal information.

You will be required to provide us with certain information to enable us to comply with our obligations under the AML/CTF Laws.

We handle all information provided to us in accordance with our Privacy Policy. You can obtain a copy of our Privacy Policy on our website.

21. ESG

We do not take labour standards or environmental, social or ethical considerations into account when offering the Hello Clever Account, the Hello Clever Solution and their respective financial products.

22. Definitions

ADI means an Authorised Deposit-taking Institution authorised under the Banking Act 1959 (Cth) to carry on a banking business.

AML/CTF Laws means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the rules and instruments made under it.

Hello Clever Account means the multi-currency electronic payment facility that we issue to you as a merchant, which comprises the Payments Sub-Account and the Treasury Sub-Account, which allows you to receive funds for payments made by your customers, and once those funds are received to hold, convert, transfer and withdraw funds in supported currencies and to make non-cash payments.

Hello Clever Solution means the online payment gateway technology that we provide to you for use in connection with your Hello Clever Account to accept card payments and other supported payment methods from your customers.

Payments Sub-Account means the sub-account of the Hello Clever Account used to collect payments from third parties in supported currencies, from which chargebacks and refunds are deducted, and from which funds can be withdrawn to an account in your name or transferred to the Treasury Sub-Account.

Spread means the mark-up we build into the exchange rate we quote for a foreign exchange contract. The spread is included within the quoted rate and is not disclosed to you separately. It is different from any transaction fee, which is disclosed separately in the quote.

Supported Currency means each currency approved by us from time to time that can be collected, held, converted or used to make a payment from the Hello Clever Account, as updated on our website from time to time. The supported currencies for the Payments Sub-Account and the Treasury Sub-Account are set out on our website and may differ.

Terms and Conditions means the terms and conditions that govern the Hello Clever Account and Hello Clever Solution which are available on our website. They are incorporated by reference into this PDS.

Treasury Sub-Account means the multi-currency wallet sub-account of the Hello Clever Account in which you can hold, convert, withdraw and disburse funds in supported currencies.