Authi Crowd - Network Partner - Sign Up

Version 2.1 – Effective 21 July 2026

This Authi Network Merchant Agreement sets out the terms on which the Merchant participates in the Authi network and permits Authi Content and related functionality to operate on Eligible Terminals.

This Agreement is entered into between Authi Limited NZBN 9429052115882 (Authi) and the merchant identified in the applicable application form, onboarding form, sign-up form, Merchant Portal, or other written record accepted by Authi (Merchant).

1. Agreement to Terms
1.1 By signing, clicking “I agree”, completing an application or onboarding process, or otherwise accepting these terms, the Merchant agrees to this Agreement.
1.2 Where a person accepts this Agreement on behalf of the Merchant, that person represents and warrants that they are authorised to bind the Merchant to this Agreement.
1.3 This Agreement applies to each Eligible Terminal accepted by Authi for participation in the Authi network.
1.4 By accepting this Agreement, the Merchant authorises Authi to operate Authi Crowd on any Eligible Terminal. Authi Crowd may include different functionality from time to time, and Authi may decide which functionality is enabled, when it is enabled, and the extent to which it operates, without requiring further approval from the Merchant.
2. Definitions and Interpretation
In this Agreement:
Agreement means this Authi Network Merchant Agreement, including any applicable application form, onboarding form, sign-up form, schedule, Merchant Portal record, or other written record accepted by Authi.
Authi Content means any content, prompt, question, message, creative, advertisement, communication, campaign, or other material displayed, enabled, served, or made available by or on behalf of Authi through the Software or an Eligible Terminal.
Authi Crowd means the functionality made available by Authi through the Authi network, which may include Question Functionality, Donation Functionality, and other functionality introduced or varied by Authi from time to time.
Authi Network means the software-based content and interaction network operated by Authi, including Authi Crowd, the Software, Authi Content, the Merchant Portal, and related functionality.
Business Day means a day other than a Saturday, Sunday, or public holiday in New Zealand.
Charity means a charitable organisation, charitable purpose, or other recipient selected or approved by Authi for a Donation Campaign.
Confidential Information means all non-public, proprietary, commercial, technical, financial, or confidential information disclosed by one party to the other or made available in connection with this Agreement, including Authi’s arrangements with charities, campaign partners, suppliers, and other merchants.
Consumer means an end user, customer, or other person using or interacting with an Eligible Terminal in connection with a transaction with the Merchant.
Consumer Invoice means the final amount charged by the Merchant to a Consumer for a transaction processed using an Eligible Terminal.
Donation Amount means the amount clearly displayed to and accepted by a Consumer through Donation Functionality.
Donation Campaign means a campaign or activity using Donation Functionality and associated with a Charity.
Donation Functionality means functionality through which a Consumer may be invited to make a voluntary donation for the benefit of a Charity through an Eligible Terminal.
Eligible Terminal means a payment terminal used by the Merchant and accepted by Authi for participation in the Authi network.
Fee Reimbursement means any amount Authi agrees to pay, reimburse, or credit toward Terminal and Network Fees under clause 7.
Merchant Portal means the online portal, dashboard, reporting interface, or other digital tool made available by Authi to the Merchant.
Merchant Revenue Share means the amount, if any, payable to the Merchant for participation in the Authi network where expressly agreed by Authi under clause 7, calculated using the applicable rate or method shown in the Merchant Portal or otherwise notified by Authi.
Net Settlement Amount means the net amount payable by Authi to the Merchant or by the Merchant to Authi for a Settlement Period after applying all amounts, adjustments, GST, credits, deductions, and set-offs under this Agreement.
Payment Card means a valid credit card or other payment card accepted by Authi or its payment provider and nominated by the Merchant for payments under this Agreement.
Question Functionality means functionality through which a Consumer may be invited to answer, respond to, view, or otherwise interact with Authi Content, and under which a Reward Amount may be applied to the Consumer Invoice.
Reward Amount means an amount applied as a discount or credit to a Consumer Invoice through Question Functionality.
Settlement Period means the period used by Authi to calculate settlements under this Agreement.
Settlement Statement means an invoice, settlement statement, taxable supply information, or other record issued or made available by Authi showing amounts calculated for a Settlement Period.
Software means the Authi software, configuration, service, integration, or functionality installed, enabled, configured, or operated on or in connection with an Eligible Terminal.
Terminal and Network Fees means terminal rental, lease, network, service, or equivalent fees payable by the Merchant to the Merchant’s terminal, payment, or network provider for an Eligible Terminal.
2.1 Unless the context requires otherwise, words in the singular include the plural and vice versa, references to “including” are not limiting, and headings are for convenience only and do not affect interpretation.
3. Participation in the Authi Network
3.1 Authi operates the Authi network and may display or enable Authi Content and related functionality on Eligible Terminals.
3.2 The Merchant permits the Software and Authi Content to operate on Eligible Terminals in accordance with this Agreement.
3.3 Authi may enable, disable, vary, test, pause, replace, or cease any functionality within Authi Crowd on some or all Eligible Terminals, locations, transactions, or periods. Authi is not required to operate Question Functionality and Donation Functionality at the same time, or to operate any particular functionality continuously.
3.4 Authi does not guarantee any minimum volume of Authi Content, Consumer interactions, Reward Amounts, Donation Amounts, Merchant Revenue Share, Fee Reimbursement, or other activity, payment, or revenue.
4. Software Installation and Operation
4.1 The Merchant consents to Authi installing, enabling, configuring, updating, maintaining, and operating the Software on or in connection with each Eligible Terminal.
4.2 The Merchant must provide reasonable assistance reasonably required by Authi, any terminal provider, payment provider, acquirer, network provider, or other relevant service provider to enable the Authi network to operate.
4.3 The Merchant must maintain suitable connectivity, access, permissions, and operating conditions for each Eligible Terminal so that the Software and Authi Content can operate as intended.
4.4 Authi may determine whether a terminal is accepted as an Eligible Terminal and may remove or suspend a terminal if Authi reasonably considers that it is unsuitable, inactive, unsupported, non-compliant, insecure, or not operating as intended.
5. Authi Content and Consumer Choice
5.1 Authi may display Authi Content on Eligible Terminals during transactions or at other times permitted by the Software and the applicable terminal environment.
5.2 Where Authi Content invites a Consumer to respond, participate, or donate, the Consumer will be able to decline or skip the invitation and continue with the underlying transaction.
5.3 Authi Content must not materially prevent an Eligible Terminal from processing payment transactions, subject to ordinary processing time, system availability, and matters outside Authi’s control.
5.4 Authi controls the selection, form, wording, timing, frequency, targeting, placement, and operation of Authi Content. The Merchant has no approval or veto right over Authi Content, but may notify Authi of a genuine legal, safety, or reputational concern for Authi to review.
6. Merchant Portal
6.1 Authi may provide the Merchant with access to the Merchant Portal during the term of this Agreement.
6.2 The Merchant Portal may provide reporting, commercial, settlement, payment, and other information relating to the Merchant’s participation in the Authi network.
6.3 The information and functionality available in the Merchant Portal may vary depending on the Authi functionality operating on the Merchant’s Eligible Terminals. Authi does not guarantee that any particular data field, report, feature, or historical record will remain available.
6.4 Merchant Portal information may be delayed, provisional, incomplete, or subject to reconciliation. Authi may update, correct, or adjust that information to address errors, delays, duplicate records, failed transactions, reconciliation issues, or system limitations.
6.5 In the absence of manifest error, Authi’s reconciled system records and Settlement Statements determine the amounts payable under this Agreement.
7. Merchant Revenue Share and Fee Reimbursement
7.1 The Merchant is entitled to a Merchant Revenue Share only if Authi has expressly agreed in writing, including through a commercial setting shown in the Merchant Portal or other written notice, that a Merchant Revenue Share applies to the Merchant or to particular Authi Crowd functionality.
7.2 Where a Merchant Revenue Share has been agreed under clause 7.1, the Merchant may earn that Merchant Revenue Share from qualifying activity recorded through Question Functionality, Donation Functionality, or other Authi Crowd functionality.
7.3 The applicable Merchant Revenue Share rate or calculation method will be displayed in the Merchant Portal or otherwise notified to the Merchant by Authi. Different rates or calculation methods may apply to different Authi Crowd functionality, including Question Functionality and Donation Functionality.
7.4 Authi may change an agreed Merchant Revenue Share rate or calculation method by giving the Merchant at least 30 days’ written notice. If the Merchant does not accept the change, the Merchant may terminate this Agreement before the change takes effect. Continued participation after the effective date constitutes acceptance of the change.
7.5 Merchant Revenue Share is calculated only on activity that Authi determines is valid, completed, and eligible. Authi may exclude or adjust activity affected by error, duplication, reversal, fraud, abuse, manipulation, system failure, or non-compliance with this Agreement.
7.6 Authi may, but is not required to, agree to pay, reimburse, or credit some or all of the Terminal and Network Fees for one or more Eligible Terminals. Any Fee Reimbursement must be expressly agreed by Authi in writing, including through a commercial setting shown in the Merchant Portal or other written notice.
7.7 The amount, cap, method, timing, and Eligible Terminals applying to a Fee Reimbursement will be as notified by Authi. Authi may provide a Fee Reimbursement by paying a relevant provider, crediting the Merchant’s terminal or network invoice, including the amount in settlement under clause 10, or using another method notified by Authi.
7.8 Unless Authi expressly agrees otherwise in writing, a Fee Reimbursement is guaranteed only for the first three months from the date Authi first pays, reimburses, or credits the relevant Terminal and Network Fees, subject to the Merchant’s compliance with this Agreement and Authi’s suspension and termination rights. Authi does not guarantee that the Fee Reimbursement will continue after that period. Authi may reduce or cease a Fee Reimbursement by giving the Merchant at least 30 days’ written notice. Authi may give that notice during the initial three-month period, but the reduction or cessation will not take effect before that period ends unless this Agreement permits earlier suspension or termination.
7.9 Authi is not required to pay or reimburse any amount above an agreed cap, any fee not reasonably evidenced by the Merchant, any fee not relating to an Eligible Terminal, or any amount that Authi reasonably considers has not been incurred or is not payable by the Merchant.
7.10 Except for an expressly agreed Merchant Revenue Share, a Fee Reimbursement expressly agreed under this clause, and the reimbursement of Reward Amounts under clause 8, the Merchant is not entitled to any minimum payment or other compensation for participating in the Authi network.
8. Question Functionality
8.1 Authi may enable Question Functionality on any Eligible Terminal at its discretion.
8.2 Question Functionality may invite a Consumer to answer, respond to, view, or otherwise interact with Authi Content and may offer a Reward Amount for qualifying participation.
8.3 Where a Reward Amount applies, the Reward Amount will be applied to the Consumer Invoice in the manner implemented by Authi.
8.4 Authi will reimburse the Merchant for valid Reward Amounts recorded by Authi as having been applied to Consumer Invoices. Reward Amount reimbursements will be included in settlement under clause 10.
8.5 Where a Merchant Revenue Share has been expressly agreed under clause 7, the Merchant may earn that Merchant Revenue Share from qualifying Question Functionality activity.
8.6 Authi may adjust, withhold, reverse, set off, or reconcile any Reward Amount reimbursement or Merchant Revenue Share affected by error, duplication, failed or reversed transactions, fraud, abuse, manipulation, or incorrect application.
9. Donation Functionality
9.1 Authi may enable Donation Functionality on any Eligible Terminal at its discretion.
9.2 Donation Functionality may invite a Consumer to make a voluntary donation for the benefit of a Charity. The Charity and the applicable Donation Amount, or any available choice of Donation Amounts, will be clearly displayed to the Consumer before the Consumer confirms the donation.
9.3 If the Consumer confirms a Donation Amount, that amount will be added to the Consumer Invoice and collected by the Merchant as part of the transaction.
9.4 The Merchant must pay to Authi the Donation Amounts recorded by Authi as having been collected by the Merchant, subject to any applicable Merchant Revenue Share expressly agreed under clause 7, adjustments, and settlement under clause 10. No separate report, declaration, or manual accounting by the Merchant is required unless Authi reasonably requests information to investigate an issue or discrepancy.
9.5 Where a Merchant Revenue Share has been expressly agreed under clause 7, the Merchant may earn that Merchant Revenue Share from qualifying Donation Functionality activity. The Merchant’s only economic entitlement in relation to Donation Amounts is any applicable Merchant Revenue Share expressly agreed under clause 7.
9.6 Authi has sole control over each Donation Campaign, including the Charity, Donation Amounts, campaign content, timing, duration, frequency, and participating terminals. Authi may change, replace, pause, or end any Donation Campaign without the Merchant’s approval.
9.7 Authi will manage its relationship with each Charity and will account to the Charity under separate arrangements. The Merchant has no right to inspect or receive the commercial terms of those arrangements, including the amounts or fees retained by Authi or paid to a Charity, except to the extent disclosure is required by law.
9.8 The Merchant must not issue charitable donation receipts, represent that a Consumer is entitled to a tax credit, or make any statement about the proportion or use of Donation Amounts unless expressly authorised by Authi in writing.
10. Settlement and Payment
10.1 Unless Authi notifies the Merchant otherwise, Settlement Periods will be monthly for any Merchant Revenue Share and any Fee Reimbursement included in settlement, and daily for Reward Amounts. Settlements will be calculated in arrears.
10.2 Authi may change the settlement frequency by giving at least 30 days’ written notice. Authi may make a change on shorter notice where reasonably required to address fraud, credit risk, payment failure, reconciliation issues, technical requirements, or payment-provider requirements.
10.3 For each Settlement Period, Authi may calculate and combine all amounts payable between the parties, including Reward Amount reimbursements, Merchant Revenue Share, Fee Reimbursements, Donation Amounts, GST, prior balances, corrections, reversals, credits, fees, and other adjustments permitted under this Agreement.
10.4 Authi may set off any amount payable by the Merchant against any amount payable by Authi, whether arising from Question Functionality, Donation Functionality, other Authi Crowd functionality, a previous Settlement Period, or otherwise under this Agreement. The resulting balance is the Net Settlement Amount.
10.5 If the Net Settlement Amount is payable by Authi, Authi will pay it to the Merchant’s nominated bank account or by another method notified by Authi. Payment timing is subject to bank and payment-provider processing times.
10.6 If the Net Settlement Amount is payable by the Merchant, the Merchant authorises Authi and its payment provider to charge the Payment Card for that amount without obtaining separate approval for each charge.
10.7 The Merchant authorises Authi’s payment provider to securely store or tokenise the Payment Card details and to process variable recurring charges, retries, corrections, and outstanding amounts under this Agreement. Authi need not itself store the full Payment Card details.
10.8 The Merchant must provide and maintain a valid Payment Card and promptly update expired, replaced, or invalid card details. If a charge fails, Authi may retry the charge, require another payment method, suspend any Authi network functionality, and recover the unpaid amount as a debt due to Authi.
10.9 Authi may issue or make available a Settlement Statement for each settlement. The Merchant must notify Authi of any disputed item within 20 Business Days after the Settlement Statement is made available. Failure to notify Authi within that period does not prevent correction of a manifest error.
10.10 A refund, cancellation, partial refund, reversal, or chargeback relating to the Merchant’s underlying sale does not automatically reduce or reverse a Donation Amount or other amount recorded by Authi. Authi may make an adjustment where Authi becomes aware of and accepts a relevant error or reversal, but is not required to detect events that are not visible to Authi.
10.11 Donation Amounts and Reward Amount reimbursements are treated separately from the Merchant Revenue Share for GST purposes. Merchant Revenue Share is exclusive of GST unless stated otherwise, and Authi will add GST where the Merchant is GST registered and GST is properly chargeable. The GST treatment of any Fee Reimbursement will be shown in the applicable commercial setting, written notice, or Settlement Statement.
10.12 The Merchant must provide accurate GST registration information and promptly notify Authi of any change. Where permitted by law, the Merchant authorises Authi to create and issue taxable supply information, buyer-created taxable supply information, settlement statements, and corrections on the Merchant’s behalf, and the Merchant must not issue duplicate documentation for the same supply.
11. Merchant Obligations
11.1 The Merchant must use and permit the Authi network to operate in accordance with this Agreement, Authi’s reasonable instructions, and all applicable laws.
11.2 The Merchant must not copy, modify, reverse engineer, decompile, interfere with, disable, remove, obstruct, or otherwise impair the Software or Authi Content.
11.3 The Merchant must not interfere with, discourage, pressure, influence, obstruct, or prevent Consumers from viewing, skipping, declining, answering, responding to, donating through, or otherwise interacting with Authi Content.
11.4 The Merchant must not answer, respond, donate, accept, decline, or otherwise interact with Authi Content on behalf of a Consumer, or direct or encourage any employee, contractor, agent, representative, or other person to do so.
11.5 The Merchant must not alter, obscure, supplement, or make unauthorised claims about Authi Content, a Charity, a Donation Campaign, Reward Amounts, Donation Amounts, the use of donations, or any Consumer tax treatment.
11.6 The Merchant must not represent that it acts on behalf of, is endorsed by, or has a separate relationship with a Charity unless Authi expressly approves that representation in writing.
11.7 The Merchant must promptly notify Authi of any fault, suspected error, payment issue, incorrect amount, terminal issue, Consumer complaint, fraud, abuse, or other matter that may materially affect the Authi network or settlement under this Agreement.
11.8 The Merchant must not use the Software, Authi Content, Merchant Portal, or related information in a way that could reasonably harm the reputation, goodwill, systems, security, legal position, or commercial interests of Authi, a Charity, or the Authi network.
12. Authi Obligations
12.1 Authi will use reasonable efforts to enable and operate the Authi network on Eligible Terminals accepted by Authi.
12.2 Authi will provide reasonable operational instructions for the use of the Software, Merchant Portal, settlement process, and Payment Card arrangements.
12.3 Authi will calculate and pay valid amounts due to the Merchant in accordance with clauses 7, 8, and 10.
12.4 Authi is not responsible for any malfunction, defect, outage, failure, delay, limitation, refund, reversal, or other act or omission of any terminal, payment system, point-of-sale system, network, acquirer, bank, payment provider, internet connection, Merchant system, or other third-party system not controlled by Authi.
13. Data and Reporting
13.1 Authi may collect, generate, process, use, disclose, and retain data reasonably connected with operating, supporting, securing, analysing, improving, and commercialising the Authi network; administering this Agreement; providing Merchant reporting; processing payments and settlements; reconciliation; fraud prevention; compliance; and exercising Authi’s rights or performing Authi’s obligations.
13.2 Authi may process Personal Information relating to the Merchant and the Merchant’s officers, employees, contractors, and representatives where reasonably necessary for onboarding, communication, administration, support, payment, security, verification, compliance, and operation of the Authi network.
13.3 Authi may use aggregated, anonymised, or de-identified data for analytics, benchmarking, reporting, product development, commercial purposes, and service improvement, provided that the use does not identify an individual Consumer.
13.4 Authi will comply with the Privacy Act 2020 and other applicable privacy laws in its handling of Personal Information. Personal Information has the meaning given in the Privacy Act 2020.
14. Intellectual Property
14.1 All intellectual property rights in the Software, Authi Content, Merchant Portal, Authi systems, data outputs, analytics, reporting formats, documentation, campaigns, updates, modifications, and related technology remain owned by Authi or its licensors.
14.2 The Merchant receives only a limited, revocable, non-exclusive, non-transferable licence to use the Software and Merchant Portal during the term of this Agreement and solely for the purpose of participating in the Authi network.
14.3 The Merchant must not transfer, sublicense, commercially exploit, or otherwise make available the Software, Merchant Portal, Authi Content, or Authi reporting to any third party without Authi’s prior written consent.
15. Confidentiality
15.1 Each party must keep the other party’s Confidential Information confidential, protect it using at least reasonable care, and use it only for the purposes of this Agreement.
15.2 The Merchant acknowledges that Authi’s commercial arrangements with charities, campaign partners, suppliers, and other merchants are Authi’s Confidential Information. The Merchant has no right to receive those arrangements or information about Authi’s fees, margins, or payments except to the extent required by law or expressly agreed by Authi.
15.3 A party may disclose Confidential Information to its personnel and professional advisers who need the information and are subject to confidentiality obligations, or to the extent required by law, regulation, court order, or a competent authority.
15.4 The obligations in this clause survive termination of this Agreement.
16. Term, Suspension and Termination
16.1 This Agreement commences when accepted by the Merchant or when the Software is first installed, enabled, configured, or operated on an Eligible Terminal, whichever occurs first.
16.2 Unless terminated earlier under this clause, this Agreement continues until either party gives at least 30 days’ written notice of termination.
16.3 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 14 days after written notice requiring remedy.
16.4 Authi may immediately suspend any functionality, terminal, payment, settlement, or Merchant Portal access, or terminate this Agreement, if Authi reasonably believes that the Merchant has interfered with Consumer interactions, acted for Consumers, manipulated the Authi network, misused Charity branding, made misleading statements, engaged in fraud or abuse, failed to pay an amount when due, failed to maintain a valid Payment Card, created legal or reputational risk, or otherwise undermined the integrity of the Authi network.
16.5 Authi may immediately suspend or cease a Donation Campaign, Donation Functionality, or other functionality if a Charity relationship ends or changes, or if Authi reasonably considers that continued operation is legally, commercially, technically, or reputationally inappropriate.
16.6 Authi may suspend or remove an Eligible Terminal if it is inactive, unsupported, no longer in general commercial use, unsuitable for the Authi network, insecure, or unable to support the Software or Authi Content.
16.7 On termination, Authi may disable, remove, or de-authorise the Software and suspend the Merchant’s access to the Merchant Portal.
16.8 Termination does not affect any accrued right, payment obligation, Donation Amount, Reward Amount reimbursement, Merchant Revenue Share, Fee Reimbursement, failed charge, correction, GST adjustment, set-off, final reconciliation, or other liability arising before or in connection with termination.
16.9 Authi may complete a final reconciliation and charge or pay the resulting Net Settlement Amount after termination. Clauses intended to survive termination will survive, including clauses 10, 13, 14, 15, 17, 18, and 19.
17. Limitation of Liability
17.1 To the maximum extent permitted by law, neither party is liable for indirect, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data.
17.2 To the maximum extent permitted by law, Authi’s total aggregate liability arising out of or in connection with this Agreement is limited to the total Merchant Revenue Share and Fee Reimbursements paid or payable to the Merchant during the six months immediately preceding the event giving rise to the claim.
17.3 The limitation in clause 17.2 does not limit or exclude an obligation to pay a Net Settlement Amount or another amount properly payable under this Agreement, or liability that cannot lawfully be limited or excluded.
17.4 Nothing in this Agreement limits liability for fraud or wilful misconduct. The limitations in this clause do not reduce the Merchant’s obligation to pay Donation Amounts, failed charges, or other settlement debts.
18. Governing Law and Jurisdiction
18.1 This Agreement is governed by the laws of New Zealand.
18.2 The parties submit to the exclusive jurisdiction of the courts of New Zealand in relation to any dispute arising out of or in connection with this Agreement.
19. General
19.1 Assignment: The Merchant may not assign, transfer, or novate this Agreement without Authi’s prior written consent. Authi may assign, transfer, or novate this Agreement to an affiliate or in connection with a merger, acquisition, restructure, financing, sale of assets, or sale of business.
19.2 Force Majeure: Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control, except that this clause does not excuse an obligation to pay an amount already due.
19.3 Notices: Notices under this Agreement must be in writing and may be delivered by email, through the Merchant Portal, or to the party’s last notified address. A notice displayed in the Merchant Portal or sent to the Merchant’s nominated email address is treated as received on the next Business Day.
19.4 Operational Changes: Authi may make operational, content, campaign, portal, technical, security, or product changes without amending this Agreement, provided those changes do not materially reduce the Merchant’s accrued financial rights. Changes to Merchant Revenue Share, Fee Reimbursement, and settlement frequency are governed by clauses 7.4, 7.8, and 10.2.
19.5 Amendments: Except as permitted by this Agreement, an amendment must be in writing and accepted by both parties. Electronic acceptance is sufficient.
19.6 Relationship: The parties are independent contractors. The Merchant has no authority to bind Authi or any Charity. The Merchant’s collection of Donation Amounts and participation in settlement do not create a partnership, joint venture, franchise, or general agency relationship.
19.7 No Third-Party Enforcement: Except where this Agreement expressly states otherwise, no person other than Authi and the Merchant has any right to enforce this Agreement.
19.8 Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, drafts, discussions, understandings, or arrangements relating to that subject matter.
19.9 Waiver: A failure or delay to exercise a right does not waive that right. A waiver must be in writing and applies only to the specific matter stated.
19.10 Severability: If any provision is held to be invalid, unlawful, or unenforceable, it will be severed or modified to the minimum extent required, and the remaining provisions will continue in force.
19.11 Priority: If there is an inconsistency between this Agreement and a commercial setting or rate shown in the Merchant Portal, this Agreement prevails except for an expressly agreed Merchant Revenue Share rate or calculation method, a Fee Reimbursement setting permitted under clause 7, or other commercial information that this Agreement expressly permits Authi to specify in the Merchant Portal.