merchant-agreement

58
17. Indemnity and set-off
17.1. You agree to indemnify us for all losses and liabilities we incur because:
(a) you breach an obligation that you have under this agreement; or
(b) we could not exercise our rights under this agreement including those described
in clause 13; or
(c) of any dispute between you and a cardholder over a transaction; or
(d) without limiting the generality of clause 17.1(c), you did not comply with the
requirements imposed under clause 4.2 or 4.4 and the cardholder disputes the
transaction; or
(e) of any wilful default, negligence, fraud, act or omission by you or any of your agents
or representatives relating to this agreement; or
(f) of any infringement by you or your agents or representatives of another person’s
intellectual property rights; or
(g) any warranty that you made under this agreement is untrue; or
(h) of any use of equipment owned by us or others, by you, your employees, contractors,
agents or invitees including, in relation to transactions involving nominated cards
and those involving non-standard cards or loyalty programs; or
(i) we process or effect any part of or step relating to a transaction in a foreign
currency; or
(j) we exercised any of our rights under this agreement; or
(k) you have taken legal action against us resulting in a costs order in our favour or we
have incurred legal costs against you in enforcing our rights under this agreement
on a solicitor and own client basis.
17.2. Subject to the other provisions of this agreement, we agree to indemnify you for
any amounts processed in accordance with this agreement, keyed in properly into
electronic equipment (where appropriate) and accepted as valid by our electronic
banking system, but not paid into your nominated account.
17.3. We need not incur any expense nor make any payment before enforcing a right
of indemnity conferred by this agreement.
17.4. This indemnity survives termination of this agreement.
17.5. If you have any liability to us under this clause or any other part of this agreement,
we may set off that liability against any liability we have to you.