AFTERPAY MERCHANT TERMS OF SERVICE

Last updated: 13 November 2025

Introduction

By using the Afterpay Services, Merchant agrees to be bound by these terms and conditions ("Terms of Service"). The Afterpay Services is the provision of the Extended Repayment Feature to Merchant for the use of Merchant's Customers ("Afterpay Services"). Finix Payments, Inc. ("Finix") provides the Afterpay Services to Merchant subject to these Terms of Service.

These Terms of Service may be revised at any time to ensure the effective operation of the Afterpay Services. Finix will provide 30 days written notice to Merchant prior to any revisions being effective. Please review these Terms of Service from time to time for updates.

1. Use of Afterpay Services

Merchants are not permitted to use the Afterpay Services for customers to purchase Restricted Goods as set out in Schedule 1 without prior written approval from Finix.

2. Merchant Responsibilities and Restrictions When Using the Afterpay Services

Merchants agree that:

1. Merchants will only use the Afterpay Services for (i) business purposes and not for personal family or household purposes; and (ii) business to consumer sales and not to facilitate Afterpay Purchases with another business;
2. Merchants control their Website and will not provide Customers with information about the Afterpay Services that are false, misleading or inaccurate;
3. Merchants will not take any action to damage, intercept or interfere with the Afterpay Services, software or technology;
4. Merchants will comply with Applicable Laws in its use of the Afterpay Services. Merchants must assist Afterpay to comply with Afterpay's obligations under any Applicable Laws as reasonably directed by Finix;
5. Merchant will not provide any information in connection with the Afterpay Services that is false, inaccurate or misleading;
6. Merchants will not increase the Sale Price or Shipping Costs, or otherwise charge a Customer any other fees, increase the overall cost to the Customer, reject a request for a return of a Refund or discriminate against any Customer in any way because the Customer elected to use the Extended Repayment Feature;
7. Merchant will comply with all dispute resolution procedures for disputes raised by Customers with respect to Afterpay Purchases;
8. Merchants will not accept payments for any Goods on behalf of Afterpay. If Merchants receive any part of a payment relating to an Afterpay Purchase directly from a Customer ("Customer Payment"), Merchant will notify Finix of the details of the Customer Payment and those sums will be paid to Afterpay; and
9. Merchant will fully and promptly cooperate and provide reasonable assistance in respect of all requests or enquiries from regulatory bodies or authorities including requests for information and regulatory investigations arising out of or related to the Afterpay Services.

3. Afterpay Purchases

When a Merchant's customer attempts to make an Afterpay Purchase, the Afterpay systems will promptly issue an approval confirmation or decline confirmation for the Afterpay Purchase through the Finix API, which will communicate such decision to Merchant. Afterpay exercises sole discretion regarding the decision to issue an approval confirmation or decline confirmation. Merchants must only Deliver Goods to a Customer following an approval confirmation.

When a Customer makes an Afterpay Purchase, Merchant is responsible for ensuring that all Goods are Delivered to the Customer in accordance with Applicable Law and within the Delivery period as represented to the Customer at the point of sale, up to a maximum of 14 days, or in the case of Goods that are services, up to a maximum of 90 days. If the Goods have not been Delivered, Customers may initiate a dispute on the basis of non-Delivery.

4. Returns and Refunds of Afterpay Purchases

Merchant's policies and agreements with Customers must comply with Applicable Law. Merchant will (i) consider and process any Customer's request for a Return in good faith and in accordance with its policies; and (ii) not treat Afterpay Purchases differently than any other purchases with respect to accepting Goods for a Refund, exchange, repair or store credit.

If Merchant accepts Goods for Refund ("Accepted for Refund"), then any Refund Amount due in relation to the Return is owed by Merchant to Finix and not to the Customer and must be refunded via the payment method used for the associated Afterpay Purchase. Within three Business Days of Merchant's receipt of returned Goods, as Merchant defines receipt under its internal policies and in accordance with Applicable Law, Merchant must inform Finix of the Return and the Refund Amount. Merchant is liable for the Purchase Amount associated with the Goods Accepted for Refund if they are refunded via another tender type. When Merchant agrees to provide a Customer with a Refund, Merchant will be liable for the Refund Amount and Finix may recover those sums in accordance with section 6. Afterpay will then cancel any applicable future payments due by the Customer to Afterpay and refund to the Customer any applicable amounts paid to Afterpay.

Where Returns are processed more than 120 days after the date on which approval confirmation was provided or for returns processed more than 60 days after Merchant has ceased using the Afterpay Services, Merchant must deal directly with the Customer with respect to such Returns and associated Refunds and process such Refunds via another tender type. Any assistance Afterpay provides to effect payments to Customers for any Refunds for such Goods, including providing assistance outside of the time frame, is at Afterpay's sole discretion.

5. Additional Features

To the extent available through Finix, additional features may be available as part of the Afterpay Services as notified by Finix to Merchant as follows:

1. Express Checkout. If the Afterpay express checkout functionality is made available for technical integration ("Express Checkout"), Merchant may integrate Express Checkout on its Website(s) where relevant and technically possible.
2. Cross Border Trade. Merchant may be permitted to use the Afterpay Services for Afterpay Purchases where Goods are purchased on a foreign Website (foreign with respect to the Customer) by Customers and delivered to Customers residential address outside the territory where the purchase was made subject to the terms set out in schedule 2 of these Terms of Service ("Cross Border Trade").
3. Extended Delivery Goods. Merchant may be permitted to allow Customers to make an Afterpay Purchase on Extended Delivery Goods provided that Merchant charges at order across all tender types and (i) before the Customer completes their Afterpay Purchase for Extended Delivery Goods, Merchant must, no later than the point of sale, notify the Customer that the Extended Delivery Goods are available on an extended delivery basis and that payment for the Afterpay Purchase will be taken at completion of the Afterpay Purchase, and provide an accurate Delivery period for the Extended Delivery Goods ("Extended Delivery Period"); (ii) if, prior to Delivery of Extended Delivery Goods, there is a material change to the Extended Delivery Period, Merchant must notify the Customer of this change; and (iii) Merchant will Deliver Extended Delivery Goods to Customers within the Extended Delivery Period. In the event of non-Delivery of Afterpay Purchases that are Extended Delivery Goods, Merchant will repay to Finix any settlement amounts and Chargeback Amounts. "Extended Delivery Goods" means Goods that will be Delivered: in respect of Goods that are goods, more than 14 days after approval confirmation; and in respect of Goods that are services, more than 90 days after approval confirmation.

6. Settlement Obligations

Merchant will receive settlement of funds of approved Afterpay Purchases from Finix in accordance with Merchant's agreement with Finix. Finix will net the aggregate funds for all approved Afterpay Purchases due to Merchant against all amounts due to Afterpay in connection with Merchant's use of the Afterpay Services including Afterpay fees, Refund Amounts, Customer Payments, Chargeback Amounts, disputes or other settlement amounts.

Afterpay will be reimbursed any Chargeback Amounts and/or any part of the Sale Price and associated Shipping Costs that are not recovered from, or are required to be refunded to, a Customer in connection with an Afterpay Purchase to the extent that the Chargeback, Customer non-payment or Customer refund is because of the Goods which are the subject of the relevant Afterpay Purchase (including without limitation any product liability or warranty claim relating to those Goods) or a breach of Merchant representations and warranties in these Terms of Service.

Afterpay will be reimbursed Refunds, Chargeback Amounts and other amounts arising from a Customer claim or complaint to the extent arising out of or related to (i) any Goods including any claim by the Customer relating to a warranty, quality, delivery or non-delivery of the Goods; and/or (ii) any conduct including false or misleading representation, negligence or fraud, transaction, representation, warranty or other relationship, actual, asserted, or alleged by Merchant relating to an Afterpay Purchase or the Goods ("Reimbursements").

Amounts will be withheld from Merchant by Finix that are due to Afterpay from settlement amounts relating to Afterpay Purchases in the following circumstances:

1. Afterpay Purchases accepted for a Refund in accordance with these Terms of Service;
2. Afterpay Purchases where Merchant is paid Customer Payments;
3. Afterpay Purchases in connection to which the Merchant is in breach of Applicable Laws;
4. Afterpay Purchases where the Merchant breaches the representations and warranties in these Terms of Service;
5. Afterpay Purchases subject to disputes raised by Customers where the Customer dispute results in a Refund;
6. Afterpay Purchases which are not compliant with the Delivery terms under sections 4 and 5 of these Terms of Service; and/or
7. Reimbursements and/or Chargeback Amounts as set out in section 6 of these Terms of Service.

7. Intellectual Property

Merchant grants to Afterpay and its Affiliates a fully paid, non-exclusive, non-transferable, sublicensable, revocable, limited licence to use the Merchant Intellectual Property solely to provide the Afterpay Services. Merchant permits Afterpay to use Merchant's name, images and details of Merchant's Website(s) in its merchant directory listings. Merchant will ensure that it has any third-party consents or licenses required to enable Afterpay to use such images and details without attribution and charge. Where Merchant requires Afterpay to use a different image in its merchant directory listings, Merchant will notify Finix and Afterpay will update such image on request from Finix as soon as reasonably practicable.

Afterpay owns all rights, title and interest, including all Intellectual Property rights in and to the Afterpay Services and any of its modifications or derivative works. Except to the limited rights granted to Merchant under these Terms of Service, Afterpay does not grant Merchant any right, title or interest in and to the Afterpay Intellectual Property. Afterpay grants to Merchant a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to use the Afterpay Intellectual Property (including Afterpay's javascript library or alternative non-javascript assets approved by Afterpay in writing) solely for the performance of the Afterpay Services. Except as permitted in the Marketing Guides for each Afterpay region that is made available to Merchants through Finix, Merchant agrees that it will not use the Afterpay Intellectual Property in marketing or promotional materials on its Website(s) or in any public announcement or press release without prior written approval from Afterpay. Merchant must promptly, but in all cases within 14 days comply with reasonable directions provided regarding any description or display of the Afterpay Services or Afterpay Intellectual Property on Merchant's Website, including modifying, replacing, or removing any description or display of the Afterpay Services and Afterpay Intellectual Property. The Marketing Guides are available in each region (as updated from time to time by Afterpay) as follows:

• US: https://www.afterpay.com/en-US/for-retailers/resources/marketing
• UK: https://www.clearpay.co.uk/en-GB/for-retailers/resources/marketing
• Australia: https://www.afterpay.com/en-AU/business/resources/marketing
• New Zealand: https://www.afterpay.com/en-NZ/business/resources/marketing

8. Regional Terms – Australia

Under the AU BNPL Code, merchants must meet certain minimum standards. Without limiting any other obligations in these Terms of Service, Merchant must (i) act lawfully, fairly, and ethically in its dealings with Customers; (ii) communicate clearly when dealing with Customers and in marketing and advertising material that relates to Afterpay or the Extended Repayment Feature; (iii) have appropriate process and controls in place to safeguard the confidentiality of Customer information; (iv) respond to Customer complaints in a timely manner; and (v) provide Customers with clear and up front information about the Extended Repayment Feature, fees, and charges in a format that is accessible to Customers. Merchants must also ensure its employees and agents are aware of and are trained to meet these minimum standards. The AU BNPL Code means the Code of Practice for Buy Now Pay Later Providers that is available at https://afia.asn.au/AFIA-Buy-Now-Pay-Later-Code-of-Practice.

9. Regional Terms – United Kingdom

Merchant will not use the trademark 'Afterpay' in the United Kingdom and will only use the trademark 'Clearpay'.

To the extent any content, materials, documentation, or information Merchant (or those acting on Merchant's behalf) produce in connection with the activities anticipated under these Terms of Service would constitute a financial promotion under section 21 of the UK's Financial Services and Markets Act 2000 ("FSMA") ("Regulated Materials"), Merchant will (and will procure that any persons acting on Merchant's behalf will): (i) comply with Afterpay's marketing usage rules and use our approved assets available in the UK Marketing Guide without modification (as updated from time to time by Afterpay). The UK Marketing Guide have been approved from a financial promotions' perspective under FSMA by an authorised person (as defined in FSMA); or (ii) where the Regulated Materials do not comply with the UK Marketing Guide then (a) prior to any use by or disclosure of any Regulated Materials, provide such Regulated Materials to Finix who will notify Afterpay to procure any relevant approvals that may be required from a financial promotions perspective under FSMA from an authorised person; and (b) not use or disclose such Regulated Materials unless and until Merchant has been notified in writing that the relevant Regulated Materials have been approved for publication as required from a financial promotions perspective under FSMA. Merchant will fully cooperate and comply with all requests in relation to the Regulated Materials, which may include monitoring Regulated Materials to identify if there are any risks that the Regulated Materials are not compliant with FSMA requirements for the lifetime of the Regulated Materials and providing data on the status of the Regulated Materials. Further, Merchant will (and will procure that any persons acting on its behalf will) comply with instructions and directions promptly (and in any event before any deadlines set by any authorised person and/or the UK Financial Conduct Authority) in respect of any amendments that need to be made to any Regulated Materials or to withdraw the Regulated Materials so as to ensure that such Regulated Materials are compliant with FSMA and the UK Financial Conduct Authority's rules in relation to the publication of financial promotions, for the lifetime of the Regulated Materials. The details of the relevant authorised person engaged by Afterpay are set out in the UK Marketing Guide, however the identity of the authorised person may change at Afterpay's sole discretion in accordance with Applicable Laws.

10. Suspension

Merchant's access to the Afterpay Services may be suspended by Afterpay immediately by written notice if:

1. Merchant has breached, or there is a reasonable belief, that Merchant has breached any provision of these Terms of Service;
2. It is necessary to protect to the Afterpay Services or systems against harm, including fraud or malicious activity;
3. Merchant is subject to an Insolvency Event (wherever suspension is permitted by Applicable Law);
4. Afterpay considers that processing Afterpay Purchases is in breach of Applicable Law or its internal policies or procedures; or
5. Afterpay is required to do so by Applicable Law, court order or regulatory authority.

Any suspension will remain effective until the reason for the suspension is remedied. Without limiting Merchant obligations under these Terms of Service, while any suspension is effective, Merchant must comply with all reasonable directions from Finix regarding its display and use of the Afterpay Intellectual Property.

11. Termination

Merchant's use of the Afterpay Services may be terminated by Afterpay immediately by written notice if:

1. Merchant materially breaches any provision of these Terms of Service and either such breach is incapable of remedy or Merchant has failed to remedy such breach within 14 days of receiving written notice of the breach;
2. Merchant engages in any fraudulent activity or conduct;
3. Merchant is unable to perform its obligations as a result of a force majeure event and such event continues for a period of 30 days or more;
4. Merchant has breached its representations and warranties under these Terms of Service on a repeated basis;
5. Merchant is offering for sale or selling Restricted Goods through its Website without prior written approval;
6. The Monthly Default Rate is 4% or higher;
7. Afterpay is required to do so under Applicable Law, court order or regulatory authority;
8. Afterpay ceases providing any part of the Afterpay Services in any geographic region; or
9. The cause for the suspension of Merchant's access to the Afterpay Services pursuant to section 10 is not cured for a period of 14 days.

The use of any Additional Feature by Merchant as permitted by Finix under section 5 may be terminated for any reason immediately by written notice (including where Afterpay ceases to offer the Additional Feature in connection with the Afterpay Services).

Termination of Merchant's use of the Afterpay Services does not affect any right or obligation which arose under these Terms of Service before such termination and does not prejudice Finix's or Merchant's other rights and remedies. On termination of Merchant's use of the Afterpay Services, all rights and licenses granted under these Terms of Service will terminate immediately except as otherwise expressly provided in these Terms of Service. Without limiting the other provisions of these Terms of Service, sections 3, 4, 6 and 12 and such other terms identified in these Terms of Service or which by their nature are required to survive termination, will survive termination of Merchant's use of the Afterpay Services.

12. Merchant Representations and Warranties

Merchant represents and warrants in relation to each Afterpay Purchase:

1. Neither Merchant nor its employees or agents will engage in any fraudulent or misleading conduct, or conduct in breach of Applicable Laws in connection with the Afterpay Purchase;
2. Each Afterpay Purchase represents a bona fide sale of the Goods by Merchant in the ordinary course of Merchant's business;
3. Merchant will Deliver or arrange for the Delivery of all Goods involved in the Afterpay Purchase in accordance with these Terms of Service;
4. In relation to Goods that are goods: (i) the Customer will have title to the Goods listed and clear of all encumbrances, liens, and claims; (ii) the Goods, at the time Delivered to the Customer, are of merchantable quality; (iii) the Goods materially match any sample, or demonstration model, shown to the Customer; and (iv) the Goods, at the time Delivered to the Customer, are provided pursuant to the implied warranty of fitness for a particular purpose;
5. In relation to Goods that are services: (i) the Goods have been, or will be, provided with due care and skill; and (ii) Merchant will inform the Customer that the Customer will be charged for the Goods at the time the Customer makes an Afterpay Purchase and not at the time the Goods are Delivered;
6. Merchant will not allow the Services to be used to sell, or offer for sale, Restricted Goods using the applicable Services without prior written approval from Finix;
7. Merchant will not seek, or obtain, any special arrangement or condition from, nor discriminate in any way against, the Customer with respect to the terms of an Afterpay Purchase;
8. Merchant will not do anything to prevent any amounts owing to Afterpay in connection with an Afterpay Purchase from being valid and enforceable against the relevant Customer; and
9. All information Merchant provides is complete, current, and correct (and Merchant will notify Finix promptly if such information ceases to be complete, current, and correct for any reason).

13. Definitions

Capitalized terms in these Terms of Service not otherwise defined above have the following meanings:

Affiliate means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the respective entity. For the purposes of these Terms of Service, control means ownership (directly or indirectly) of at least 50% either (i) of the voting shares or similar voting instruments or the combined voting power in an entity or association or the power to direct or cause the direction of the general management or policies of an entity or (ii) the total value of all stock, capital interest, or profits interest in such entity or association.

Afterpay Intellectual Property means Intellectual Property owned by or licensed to Afterpay and its Affiliates, including, the domain name www.afterpay.com or other domains owned or controlled by Afterpay and its Affiliates, and other similar intellectual property or proprietary rights and materials identified by Afterpay and its Affiliates for use in the Afterpay Services or on the Afterpay Website but excluding any Intellectual Property owned by Merchant and licensed by Merchant to Afterpay and its Affiliates pursuant to these Terms of Service.

Afterpay Purchase means a purchase by a Customer of any Goods via Merchant's Website using the Extended Repayment Feature for the amount specified in the approval confirmation.

Applicable Law means all applicable national, federal, state, local, and administrative laws, rules, regulations, codes and codes of conduct, interpretations, any regulatory requirements set by any regulator or statutory authority including consumer protection laws, tax laws, data protection, or privacy laws, Gramm-Leach-Bliley Act, anti-spam or unsolicited electronic communication laws, rules, and regulations, as any or all of the foregoing may be amended, revised or replaced from time-to-time in each jurisdiction that these Terms of Service or the Afterpay Services are relevant to.

Business Day means a day other than a Saturday, Sunday, or bank holiday in the applicable region where Merchant uses the Afterpay Services.

Chargeback means the reversal of a Purchase Amount to a Customer, by the Customer's issuing bank, in relation to an Afterpay Purchase disputed by a Customer because: (i) the Purchase Amount was unauthorised, fraudulent, or illegal; (ii) Merchant failed to Deliver the Goods in accordance with the agreement between the Customer and Merchant, the VISA and Mastercard card schemes and/or any Applicable Laws; or (iii) it did not comply with the Visa and Mastercard card schemes.

Chargeback Amounts means any amounts including Chargebacks and any associated Chargeback fees or other costs incurred by Afterpay in connection with the relevant Afterpay Purchase.

Customer means a person who buys Goods from Merchant via its Website using the Extended Repayment Feature.

Delivered means, in the case of Goods that are goods, delivered or provided at purchase; in the case of Goods that are standalone services, supplied; and in the case of Goods that are services requiring ongoing access, the provision of continuous access to such services; Delivery and Deliver have corresponding meanings.

Extended Repayment Feature means the payment financing options provided by Afterpay to Customers, to facilitate the sale of Goods by Merchant on its Website(s).

Goods means the item(s) or service(s) supplied by Merchant to a Customer who elects to use the Extended Repayment Feature to purchase those items or services.

Insolvency Event means an event where Merchant (i) voluntarily or involuntary (and such involuntary petition or proceeding is not dismissed within 60 days) commences (or is the subject of, as the case may be) any proceeding or files any petition seeking relief under domestic or foreign bankruptcy, insolvency, liquidation, or similar law or proceedings, (ii) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, or similar official or for a substantial part of its property or assets, (iii) makes a general assignment for the benefit of creditors, (iv) commences the winding up or liquidation of its business or affairs, (including ceasing a substantial portion of its business that alters its operations), (v) takes corporate action for the purpose of effecting any of the foregoing, or (vi) suffers a material adverse change in business where Finix reasonably believes that the Merchant will not be able to perform its obligations under these Terms of Service.

Intellectual Property means all (i) trademarks, service marks, trade names, logos, and other commercial and product designations including other indications of origin, and all goodwill associated therewith and all applications, registrations, and renewals associated with the foregoing; (ii) inventions, discoveries and ideas (whether patentable or unpatentable and whether or not reduced to practice), and all patents, patent rights, applications for patents (including divisions, continuations, continuations-in-part and renewal applications), and any renewals, extensions, or reissues thereof; (iii) trade secrets, know-how, confidential information, and other proprietary rights and information; (iv) copyrights and works of authorship, whether copyrightable or not, and all applications, registrations, renewals, and extensions in connection therewith (whether presently available or subsequently available as a result of intervening legislation); (v) domain names; (vi) databases; and (vii) other similar intellectual property or proprietary rights and materials.

Monthly Default Rate means, at any point in time, the total value of losses Afterpay incurs for Customer non-payment of Afterpay Purchases occurring on Merchant's Website(s) in a single calendar month for which the Customer's payments to Afterpay are overdue divided by the total value of Afterpay Purchases occurring on Merchant's Website(s) during that calendar month.

Purchase Amount means, in respect of each Afterpay Purchase, the relevant Sale Price plus any Shipping Costs.

Refund means a partial or whole refund of the Sale Price for any Goods Accepted for Refund or of any related Shipping Costs.

Refund Amount means the amount that Merchant agrees to Refund to a Customer for Goods Accepted for Refund according to Merchant policies or other amount that Merchant agrees to refund to a Customer.

Return means the return of any Goods to Merchant by a Customer in connection with an Afterpay Purchase (and other than a return of Goods by the Customer for the purposes of an exchange, the grant of store credit or for repair) initiated by the Customer.

Sale Price means the purchase price including all applicable taxes of the Goods supplied by Merchant.

Shipping Costs means any fees, costs, or expenses charged by Merchant to a Customer for the Delivery of Goods purchased using the Extended Repayment Feature to a location in the applicable jurisdiction.

Website(s) means any electronic retail sales facility, including any website, mobile, or tablet sites or applications, owned and operated by Merchant.