Bidit Transaction Services Agreement
Version 1.0 May 2026
BY ACCEPTING THIS BIDIT ECOMMERCE TERMS (“AGREEMENT”), BY CLICKING A BOX PRESENTED TO YOU WITHIN YOUR SHOPIFY SITE INDICATING YOUR ACCEPTANCE, YOU AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT AND YOU ACKNOWLEDGE YOUR DESIRE TO RECEIVE THOSE CERTAIN SERVICES DESCRIBED IN THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (WHETHER AS AN AUTHORISED EMPLOYEE, ATTORNEY OR AGENT), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU", "YOUR" OR "PARTNER" IN THIS AGREEMENT SHALL REFER TO YOU OR SUCH ENTITY AND ITS AFFILIATES, AS APPLICABLE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES, AND YOU MUST UNINSTALL THE “BIDIT” APPLICATION FROM YOUR SHOPIFY ACCOUNT. IN THIS AGREEMENT, AN "AFFILIATE" OF A PARTY MEANS ANY ENTITY THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH SUCH PARTY (“CONTROL” OF AN ENTITY MEANING HAVING GREATER THAN 50% OWNERSHIP OR THE RIGHT TO DIRECT THE MANAGEMENT OF THE ENTITY). USE OF ANY OF THE SERVICES SHALL CONSTITUTE AGREEMENT WITH AND ACCEPTANCE OF THIS AGREEMENT. THE AGREEMENT IS EFFECTIVE BETWEEN YOU/PARTNER; BIDIT PTY LIMITED OF 74-76 CAMPBELL STREET, SURRY HILLS, SYDNEY, NSW, 2010 (“BIDIT”) AS OF THE TIME YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AS DESCRIBED ABOVE. THESE TERMS REFER TO DEFINED TERMS LISTED IN CLAUSE 1.
THE FOLLOWING PROVISIONS GOVERN THE IMPLEMENTATION AND USE OF THE PRODUCTS, SERVICES, AND TECHNOLOGY MADE AVAILABLE BY BIDIT TO YOU/PARTNER VIA YOUR INSTALLATION OF THE BIDIT APPLICATION FROM THE SHOPIFY APP STORE:
Supplier: Bidit Pty Ltd (ACN 691 094 372) of 74-76 Campbell St, Surry Hills NSW 2010
Background
The Merchant wishes to access the Supplier's Engagement Service via the Shopify App Store (https://apps.shopify.com/the-bidit) or other process agreed by the Supplier.
The Supplier has agreed to provide access to use the Engagement Service on the terms and conditions set out in this Agreement.
Operative Provisions
1.Definitions and Interpretation
1.1 Definitions
Business Day means a day which is not a Saturday, Sunday or public holiday in New South Wales.
Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:
a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and
b) information developed independently by a party.
Configuration means the limited configuration scope provided for by the Service to:
c)set price ranges on a product for acceptable bids;
d) set engagement flows;
e) other configuration parameters identified in the implementation instructions provided by the Supplier.
Force Majeure Event means:
a) any action or omission outside a party's reasonable control;
b) any outbreak or escalation of hostilities or any other unlawful act against public order or authority; any industrial dispute;
c) any governmental restraint;
d) any pandemic; or
e) any other event which is not within the reasonable control of the parties.
GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.
Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
Invoice Currency means Australian dollars (AUD).
Service(s) or Engagement Service(s) means the universal, hosted software service provided by the Supplier to provide a function for the Merchant's customers to negotiate the prices of the Merchant's products.
Shopify Install means the installation method whereby the Merchant downloads and installs the Bidit application from the Shopify App Store at https://apps.shopify.com/the-bidit.
Successful Sale is defined in clause 3.1(b) of Schedule 1.
Transaction Fee means the fee or commission payable by the Merchant for each Successful Sale made using/ as a result of utilisation of the Service. The amount of the Transaction Fee is set out in item 6 of Schedule 2.
1.2 Interpretation
Unless the context requires otherwise:
a) a reference to a person includes a corporation or any other legal entity;
b) the singular includes the plural and vice versa;
c) headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;
d) the term "includes" (or any similar term) means "includes without limitation"; and
e) a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.
2. Commencement and Term
This agreement commences on the commencement date at item 3 of Schedule 2. (Commencement Date)
3. Supplier Services
a) In consideration of the payment of the Transaction Fee, the Supplier will provide access to the Service to the Merchant via the Shopify Install method, or other process agreed by the Supplier, in accordance with this Agreement.
b) The Supplier will provide initial guidance or instructions to the Merchant to configure, install and use the Service.
c) The Merchant is aware that the Service is a standardised software and the Merchant cannot make any development changes to the software other than Configuration (see Schedule 1).
d) The Supplier will provide reasonable support during the Service integration/installation process.
e) The Supplier will provide incident notification within 24 hours of becoming aware of an incident relating to the Service such as a bug, service outage, or system hack.
f) Where the Merchant operates multiple Shopify stores, or other ecommerce stores, a separate Agreement must be executed for each store.
4. Payment
a) The Merchant will pay the Transaction Fee as set out in item 6 of Schedule 2.
b) The commercial basis of payment will be a transaction-based commercial model rather than a licence fee for use of the Service.
c) The Supplier will issue invoices to the Merchant on a monthly basis in respect of Transaction Fees incurred in the preceding period.
d) All invoices are due and payable within fourteen (14) days of the invoice date.
e) The Merchant may pay invoices by:
i. Bank Transfer (EFT) — to the Supplier's nominated bank account as stated on the invoice; or
ii. Credit Card — credit card payments are accepted; however, a credit card surcharge will be applied to cover processing costs. The surcharge will be notified to the Merchant at the time of payment and is charged in addition to the invoice amount.
f) If the Merchant disputes the whole or any part of the amount claimed in an invoice, the Merchant will pay the undisputed portion on the due date. The dispute regarding the remainder may be referred to the dispute resolution procedure in this Agreement. If it is subsequently resolved that a further amount is payable, the Merchant may be required to pay that amount.
g) All fees set out in this Agreement are exclusive of all taxes, including any GST. If GST is imposed on any supply made under this Agreement, the party making the supply will collect GST from the recipient in addition to the fees payable.
h) All invoices will be issued in the Invoice Currency. Where a Successful Sale is made in a currency other than AUD, the Transaction Fee for that sale will be calculated based on the amount paid by the customer in the currency of payment and converted to AUD at the Reserve Bank of Australia's exchange rate published on the date of that sale. At the end of each monthly invoicing period, all converted Transaction Fees will be aggregated and invoiced in AUD.
5. GST
a) All amounts payable under this Agreement are expressed exclusive of GST.
b) In respect of any taxable supply, the Merchant must pay to the Supplier an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as the Transaction Fee, subject to receipt of a valid tax invoice.
6. Intellectual Property
a) The parties acknowledge that existing and future Intellectual Property Rights in the Service, including the content provided under this Agreement, will vest in the Supplier. However, no change in ownership of the Intellectual Property Rights in any things, materials, documents, information or items developed by or on behalf of the Merchant independently of this Agreement is effected by this Agreement.
b) Ownership of any and all modifications, integrations, and improvements to the Service made by the Merchant vest in the Supplier.
c) The Supplier grants to the Merchant a revocable, non-exclusive licence to:
i. use the Service in the form provided by the Supplier and for the purpose described in this Agreement;
ii. use the Intellectual Property Rights in the Service for the purpose described in this Agreement; and
iii. allow the Merchant's customers or users of the Website the right to access and use the Service as part of the Website.
d) The Merchant grants to the Supplier a revocable, non-exclusive license to allow the Supplier to use your name, trade name, trademarks and icons for certain marketing and promotional purposes
7. Confidentiality
a) A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
b) A party may:
i.use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
ii. disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
c) Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information whilst it is in the receiving party's possession or control.
d) Each party must securely return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of 14 days after the other party's request or within 30 days of termination of this Agreement for any reason, unless retention is required by law or regulatory obligation.
e) The Merchant acknowledges that the coding and technical specifications of the Service are confidential and must ensure adequate security measures are in place to protect the coding and technical specifications of the Service from being disclosed, distributed or shared with the public other than for the express purposes under this Agreement.
f) The Merchant acknowledges that it may be pursued by the Supplier for any breaches of confidentiality by its staff or for any security breaches resulting in the Service being disclosed to a third-party or the public, whether or not the Merchant encouraged, endorsed, assisted, procured or had any knowledge of the breach.
g) The parties acknowledge that damages may not be an adequate remedy for a breach of confidentiality or security breach and that either party may seek injunctive relief to prevent any disclosure (or further disclosure).
8. Use of Data
a) The Supplier may collect and use anonymised data to improve its algorithms and overall platform.
b) The Supplier agrees to observe the Privacy Act 1988 (Cth) in respect of any data collected or used through provision of the access to the Service.
c) The Merchant must meet its legal obligations in respect of privacy and data use/collection with its own customers and indemnifies the Supplier in respect of any failure of the Merchant to comply with any laws in relation to privacy and data use/collection.
9. Warranties
a)Each party warrants that:
i.the execution and delivery of this Agreement has been properly authorised;
ii.it has full corporate power to execute, deliver and perform its obligations under this Agreement;
iii. this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms;
iv. this Agreement does not conflict with or result in the breach of or default under any provision of its constitution, or any material term or provision of any law or regulation; and
v. there are no actions, claims, proceedings or investigations pending or threatened against it which may have a material effect on the subject matter of this Agreement.
b) In addition, the Supplier warrants that:
i. it will exercise reasonable skill, care and attention in licensing the Service to the Merchant;
ii. the Service will not, to its reasonable knowledge, contain any computer virus (or any similar or other damaging components); and
iii. any use of the Service by the Merchant in accordance with this Agreement will not infringe any right of any party, and will not breach any applicable law or relevant industry code.
10. Liability
a) To the full extent permitted by law, the Supplier excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages.
b) To the full extent permitted by law, the parties agree that Australian Consumer Law does not apply to this agreement or the access to the Service, and this agreement excludes any guarantees or warranties provided for in the Australian Consumer Law.
c) In respect of any claim between the parties under or in connection with this Agreement, the parties agree that to the maximum extent permitted by law, the operation of Part 4 of the Civil Liabilities Act 2002 (NSW) or of any laws having a similar effect with respect to proportionate liability, are excluded and have no application or effect.
d) The Supplier's total aggregate liability for all claims relating to this Agreement is limited to the Transaction Fees payable under this Agreement.
e) Either party's liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
f) This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, guarantees, conditions or obligations. If such legislation applies, to the extent possible, the Supplier limits its liability in respect of any claim to, at the Supplier's option:
i. in the case of goods:
A. the replacement of the goods or the supply of equivalent goods;
B. the repair of the goods;
C. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
D. the payment of having the goods repaired; and
ii. in the case of Services:
A. the supply of the Services again; or
B. the payment of the cost of having the Services supplied again.
11. Termination
a) A party may terminate this Agreement:
i. by agreement of the parties in writing;
ii. with 1 months' written notice at any time;
iii. with immediate written notice to the other if any of the following events has occurred in respect of the other party;
A. a material breach of this Agreement which is not remediable or if capable of remedy, where the other party fails to remedy within 14 days of written notice;
B. an insolvency event occurs, other than an internal reconstruction with notice to the other party.
b) If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:
i. the parties are immediately released from their obligations except those which by their nature survive termination;
ii. each party retains the claims it has against the other;
iii. the Merchant's access to the Service will be terminated; and
iv. the Merchant must delete any confidential information relating to the Service unless the Supplier provides different instructions in writing.
12. Sub-contractors
The Supplier may appoint sub-contractors to perform this Agreement. For the avoidance of doubt, the Supplier remains liable for the actions or omissions of any of its sub-contractors.
13. Notices
All notices which are required to be given under this Agreement must be in writing and must be sent to the address of the recipient set out in item 1 and item 2 of Schedule 2 or such other address as the recipient may designate by notice. Any notice may be delivered by hand, prepaid letter or email. Any such notice will be deemed to have been served when delivered (if by hand), 12 hours after posting, or when the email enters the recipient's mail server.
14. Dispute Resolution
a) A party claiming that a dispute has arisen must notify the other party in writing giving details of the dispute.
b) The parties must negotiate in good faith to settle, as soon as possible, any dispute after notice has been given.
c) If the parties are unable to resolve the dispute within 20 days of the notice, the parties must appoint a mediator or refer the dispute to a mediator nominated by the chairperson of the Resolution Institute (ACN 008 651 232) or the chairperson's nominee.
d) Unless the parties otherwise agree, any mediation will take place in Sydney in accordance with the Resolution Institute's Mediation Rules.
e) The parties will share equally the mediator’s fees and disbursements and all other costs of the mediations. Otherwise, each party will meet its own costs of and in connection with the mediation.
15. General Provisions
a) The Merchant must not assign or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Supplier.
b) Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.
c) If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
d) Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement.
e) This Agreement may be amended only by a document signed by all parties.
f) This Agreement is the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements.
g) A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.
h) This Agreement may be executed in counterparts which will be taken together to constitute one document.
i) A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.
j) Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party's performance under this Agreement for more than 30 consecutive days, the other party may immediately terminate this Agreement by written notice.
k) All stamp duties and other government charges in relation to this Agreement must be paid by the Merchant.
l) This Agreement is governed by the laws of New South Wales and each party submits to the jurisdiction of the courts of New South Wales.
m) This Agreement may be executed by the parties electronically and electronic signatures are binding and deemed originals.
16. Variation of Terms
a) The Supplier may vary any term of this Agreement from time to time by providing written notice to the Merchant (a "Variation Notice") by email to the address in item 2 of Schedule 2, or by updating the terms and conditions on the Supplier website and giving notice through the Shopify app store.
b) Unless the Merchant notifies the Supplier in writing within 14 days of the Variation Notice that it does not accept the proposed variation, the Merchant is deemed to have accepted the variation, and the Agreement is taken to have been amended accordingly from the date specified in the Variation Notice (or, if no date is specified, 14 days after the Variation Notice is given).
c) If the Merchant notifies the Supplier within the period in sub-clause 16.b) that it does not accept the proposed variation, the Supplier may at its election:
i. withdraw the proposed variation and continue the Agreement on its existing terms; or
ii. terminate this Agreement on written notice, with termination taking effect no earlier than 30 days after that notice.
d) Notwithstanding other clauses, any variation to the Transaction Fee in item 6 of Schedule 2 requires a minimum of 30 days' prior written notice before taking effect.
e) The Merchant's continued use of the Service after a variation takes effect constitutes acceptance of the varied terms.
Schedule 1 — Integration, Configuration and Customisation Scope
1. Overview
a) The Supplier has developed an innovative Engagement Service for e-commerce websites. The Service allows an e-commerce website customer to negotiate the price of the Merchant's online sales products.
b) The Merchant can set price ranges for acceptable bids and if the customer makes an offer within the range, the new price is automatically accepted by the Merchant. Once the customer accepts the price, it will be added to the Website shopping cart at the agreed negotiated price.
c) The Supplier is entitled to collect a Transaction Fee from every Successful Sale negotiated using the Service.
2. Scope
a) The Supplier agrees to provide the Merchant with a revocable, non-exclusive licence to access the Service so that the Merchant can install the Service to use on their Website.
b) The Merchant cannot change the Service or configure the Service outside the limited scope of the Service's Configuration settings.
c) The Configuration settings allow the Merchant to configure price ranges for a product (for example, 75%-99% of an advertised price) which the Merchant will accept for a product. If a customer makes a bid that falls within the configured price range for the product, the Service will have an automatic response that the customer's offer/bid is accepted by the Merchant. If the customer wants to proceed with the accepted price, the Service will provide them with the option to add it to their shopping cart or directly checkout.
d) Once the Service has been installed and configured, the Supplier does not have any involvement in the use of the Service including any configuration of price ranges (other than initial instructional training), advertising to customers, or any legal notices, terms and disclaimers that the Merchant is required to provide its customers/users of the Website. It will be entirely up to the Merchant to control the Configuration of pricing for products and meet any advertising or legal requirements.
e) The Merchant understands that once the customer places a bid within the scope of the configured price range, the decision to accept the customer's offer is automatic, and the Merchant cannot revoke their acceptance.
f) The Merchant will provide sales information and reporting to the Supplier on the basis provided for at clause 4 of this schedule.
3. Pricing and Sales
3.1 Ongoing Service Commission Fee.
a) For each Successful Sale made utilising the Service, the Merchant will pay to the Supplier the Transaction Fee, as outlined in item 6 of Schedule 2.
b) In this agreement, a "Successful Sale" occurs when the customer makes a successful bid which is accepted by the Merchant, or a Merchant makes a counteroffer which is accepted by the customer, and the customer proceeds with finalisation and payment of the product, or products. A Successful Sale occurs irrespective of whether
i. the sold product is provided or received by the customer;
ii. the customer returns, exchanges or requests a refund of a product purchased successfully using the Service.
3.2 Discounts, Coupons and Promotions
a) The Merchant will ensure that they take their own steps to manage customers using discounts, coupons or promotions in conjunction with a sale made through utilisation of the Service. The Service expressly excludes any capability to prevent a customer from applying any discounts, coupons, promotions and the like, and it is the Merchant’s responsibility to manage if the customer is prevented from applying any discounts, coupons, promotions and the like to a product that they are purchasing as a result of using the bidding Service.
b) The Transaction Fee payable to the Supplier accounts for the final price of a sales bid accepted by the Merchant, exclusive of any discounts, coupons, promotions and the like applied after acceptance of the bid.
4. Reporting
a) The Merchant has an express obligation under this agreement to provide frequent and timely information to the Supplier of all Successful Sales that occur within the reporting period described at item 4 of Schedule 2.
b) The information shall be provided to the Supplier on the date at item 4 of Schedule 2. Time is of the essence in respect to this sub-clause only.
c) The Merchant must also provide the Supplier or their delegate with access to any data it requires to confirm the accuracy of reporting data or to conduct its own reports for the purposes of invoicing sales.
d) The Supplier shall provide the Merchant with an invoice based on the reported sales and the Transaction Fees outlined in Schedule 2 within 7 days of receiving the Successful Sales information. Time is not of the essence in respect to this sub-clause.
e) The Merchant warrants that all information and reports will be accurate and will not withhold any sales, the amount of any sale or any other material information from the Supplier. The Merchant understands that a breach of this warranty is a material breach of this agreement.
f) If the Merchant does not provide the sales information to the Supplier at the time provided in sub-clause 4(b) above, the Supplier is entitled to invoice the Merchant for the estimated Transaction Fees for that Reporting Period on and from the next Business Day after when the report was due. The Merchant is bound to pay the estimated Transaction Fees on the due date on the invoice unless the Merchant provides the Supplier with the sales information within a timely manner after receiving the invoice of estimated Transaction Fees. The Supplier will make an adjustment to the invoice, but may require the Merchant to nevertheless adhere to the due date for payment in the original invoice.
g) If the Merchant disputes any part of the invoice, it must adhere to the requirements of sub-clause 4(c) of this agreement.
h) The Supplier may develop an internal reporting system at any time to remove these reporting requirements but the parties understand that this may not be available initially.
