Terms of service

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in the Services, or for featuring certain goods or services on the Services.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Engagement and Term

• These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).
• Subject to your compliance with these Terms, we will provide you with access to the Services. Our Services are designed to operate within an open mobility environment, allowing for integration of various transport modes and ticketing systems.
• You acknowledge that we do not collect or handle any Ticket Revenue directly. Our role is limited to facilitating the payment process between you, your end user (the Traveller), and the Nominated Bank.
• Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
• Prior to using the Services, you may need to complete our onboarding process. You agree to cooperate with our onboarding requirements and acknowledge that your use of the Services is contingent on successful completion of this process.
• We will not be responsible for any other services unless expressly set out in these Terms or on our Site.
• If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
• Our Services may require you to engage with third parties to operate alongside the Services, for example, our Nominated Bank. Those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.
  9. Notwithstanding the above, you acknowledge and agree that:
      a.   in order to receive the Services, you may be required to:
• • • comply with third party terms and conditions (including from our Nominated Bank) (Third Party Terms); and
    • obtain any necessary licenses for such third-party inputs and ensuring they are compatible with our Services;
  • any breach by you of Third Party Terms, including those of our Nominated Bank, may result in the loss of access to our Services;
  • your compliance with applicable Third Party Terms is essential for the proper functioning and delivery of our Services;
  • any breach of such Third Party Terms, particularly those of our Nominated Bank, may be considered a material breach of this Agreement;
  • in the event of such a breach, we reserve the right to suspend or terminate your access to our Services, either temporarily or permanently, without prior notice; and
  • we shall not be held liable for any loss or damage you may incur as a result of such suspension or termination of Services due to your breach of Third Party Terms.
• We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services.

2. Payment Terms

• In consideration for us providing the Services, you agree to pay us the Fees and all amounts due under these Terms in accordance with the following:
  (a) We will issue invoices to you on a monthly basis. You must pay to us all amounts due and payable under these Terms, using the payment method set out in our invoice, within 14 days from the date of our invoice, or as otherwise agreed between the Parties,(together, the Payment Terms).
• You must pay all amounts due under these Terms in accordance with the Payment Terms or as set out on our Site (as applicable).
• You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of our Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
  4. Late Payments: If any fees due under these Terms oras a result of your use of our Services are not paid on time, we may:
• • suspend your access to our Services (including access to our platform); and
  • charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
• Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

3. Account

• You must sign up for an Account in order to access and use the Services.
• You may invite Authorised Users to access and use the Services under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using the Services. Any limitations on the number of Authorised Users you can have will be set out in your Account or on the Services.
  3. While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):
• • keep your information up-to-date (and ensure it remains true, accurate and complete);
  • keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
  • notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
• If you close your Account, you and your Authorised Users will lose access to the Services.

‍4. Licence

• During the Term, we grant you and your Authorised Users a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.
  2. You must not (and you must ensure that your Authorised Users do not):
• • access or use the Services in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
  • interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;
  • introduce any viruses or other malicious software code into the Services;
  • use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
  • attempt to access any data or log into any server or account that you are not expressly authorised to access;
  • use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
  • circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
  • access or use the Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

‍5. Availability, Disruption and Downtime

• While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
• The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
• We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services

6. Intellectual Property and Data

• We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.
• We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
  Your Data
  3. We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
• • supply the Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use the Services), and otherwise perform our obligations under these Terms;
  • diagnose problems with the Services;
  • improve, develop and protect the Services;
  • send you information we think may be of interest to you based on your marketing preferences;
  • perform analytics for the purpose of remedying bugs or issues with the Services; or
  • perform our obligations under these Terms (as reasonably required).
• You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.
  5. You are responsible for (meaning we are not liable for):
• • the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
  • backing up Your Data.
• When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
• If you do not provide Your Data to us, it may impact your ability to receive the Services.
• This clause 6 will survive the termination or expiry of these Terms.

7. Confidential Information

• While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
• However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
• This clause 7 will survive the termination or expiry of these Terms.

8. Privacy

• 1. You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if you were an “APP entity” as defined in the Privacy Act 1988 (Cth)) and any other applicable legislation or privacy guidelines that may apply to you or the supply of the Services.
  2.  In respect of any Personal Information (including in respect of either Party’s clients and employees) that a Party receives from the other Party or has access to in connection with these Terms, each Party must (and procure its Personnel must):
• • only use the Personal Information in accordance with the other Party’s instructions and for the sole purpose of complying with its obligations under these Terms; and
  • keep the Personal Information secure and protect it from loss, damage and unauthorised use or disclosure.
• 3. In respect of any Security Incident, either Party must (and procure its Personnel to):
• • notify the other Party within 24 hours of becoming aware of the Security Incident;
  • comply with its obligations under the Privacy Laws;
  • provide the other Party with all information it reasonably requests
  • assist and fully cooperate with the other party, at its own cost, or costs apportioned as reasonably agreed between the Parties in good faith, in investigating and remedying the Security Incident; and
  • take any other action, at its cost, that the other Party reasonably deems necessary in connection with the Security Incident.
• 4. This clause will survive the termination or expiry of these Terms.

9. Consumer Law Rights

• In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
• Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
• If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
• This clause 9 will survive the termination or expiry of these Terms.

10. Liability

• To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
• • your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
  • any use of the Services by a person or entity other than you or your Authorised Users.
• 2. Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
• • neither we or you are liable for any Consequential Loss;
  • a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
  • (where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
  • our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000.
• 3. This clause 10 will survive the termination or expiry of these Terms.

11. Notice Regarding Apple

• To the extent that you are using or accessing the Services on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Services and any content available on the Services.
• Apple has no obligation to furnish you with any maintenance and support services with respect to the Services.
• If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
• Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
• Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
• You agree to comply with any applicable third-party terms when using our mobile application.
• Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
• You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

12. Suspension and Termination
          Suspension

• We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.
  
  Termination
• • you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
  • you or your Authorised Users breach these Terms and that breach cannot be remedied; or
  • we decide to discontinue the Services, in which case we will provide you with written notice; or
  • you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
• You may terminate these Terms if:
      a. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 13.8), and termination will take effect immediately.
• Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
• Termination of these Terms will not affect any other rights or liabilities that we or you may have.
• This clause 12 will survive the termination or expiry of these Terms.

13. General

• Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
• Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
  If the Dispute is not resolved at that initial meeting:
  a. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
  b. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
• Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
• Governing law: These Terms are governed by the laws of Victoria, and any matter relating to these Terms is to be determined exclusively by the courts in Victoria and any courts entitled to hear appeals from those courts.
• Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
• Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
• Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
• Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
• Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
• Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

14. Definitions

• In these Terms:
  Account means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted with access.
  
  Authorised User means a user that you have invited to use the Services through your Account.
  
  Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.
  
  Fees means the charges you incur as a result of receiving the Services, as set out in the schedule of rates in Annexure 1.
  
  Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
  
  Nominated Bank means the financial institution we designate as our banking partner to facilitate the processing and transfer of Ticket Revenue from Travellers in connection with the Services.
  
  Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
  
  Services means the services we provide to you, as detailed at the beginning of these Terms.
  
  Ticket Revenue means the amount paid by a Traveller for using the Transport Mode.
  
  Transport Mode means the relevant mode of transport provided by you and used by a Traveller which interacts with our Services.
  
  Traveller means your customer, the person generating Ticket Revenue.
  
  Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.