Terms and Conditions
LocalCard Pty Ltd · ABN 37 669 419 621
IMPORTANT – PLEASE READ CAREFULLY. By registering an account on the Platform and ticking the acceptance checkbox (or otherwise indicating acceptance), you agree to be bound by these Terms and Conditions (“Terms”) on behalf of yourself and the entity you represent. These Terms form a legally binding agreement between you and LocalCard Pty Ltd ABN 37 669 419 621 (“LocalCard”). If you do not agree to these Terms, you must stop using the Platform immediately. By registering an account, you confirm you have authority to bind yourself and the entity on whose behalf you are accepting, being the Principal.
If you are authorised to register an account by a Principal, you acknowledge and agree that “you” in the context of these Terms may refer to you, as the individual account holder, or the Principal where applicable.
1. Definitions and Interpretation
1.1 Definitions
In this Agreement, the following terms have the following meanings:
(a)"Agreement" means these Terms and Conditions and all policies and documents incorporated by reference (including LocalCard’s Privacy Policy).
(b)"Airwallex" means Airwallex Pty Ltd (ABN 37 609 653 312, AFSL 487221), the licensed issuer of Visa Debit Cards facilitated by LocalCard.
(c)"Applicable Laws" means all materially relevant laws, regulations, codes, standards, and guidelines applicable to the parties or the Services, including the Australian Consumer Law, Privacy Act 1988 (Cth), AML/CTF Act 2006 (Cth), and the ePayments Code.
(d)"Breakage" means unspent funds remaining on a Programmable Card at the point of cancellation, expiry, or a Programmed Trigger Event.
(e)"Business Day" means a day that is not a Saturday, Sunday, or public holiday in Victoria, Australia.
(f)"Card Load Amount" means the monetary value to be loaded onto a Card by you at the time of an Order, being the amount available for the cardholder to spend using that Card.
(g)"Card Program" means any card issuance program, campaign, promotion, or initiative established, configured, or managed by you through the Platform, including (without limitation) cashback programs, employee reward programs, travel disruption compensation, and any other distribution of Programmable Cards to recipients.
(h)"Card Restrictions" means the optional controls applied to a Programmable Card by you through the Platform, including, but not limited to, Single Tap, Geo-Lock, Merchant Category Lock, and any other restrictions or features made available by LocalCard from time to time.
(i)"Client Data" means all data, information, and materials provided by you to LocalCard in connection with the Services, including recipient information, data relating to where Programmable Cards are actually used, transaction data, and other data associated with the users of the Programmable Cards.
(j)"Commencement Date" means the date on which you register an account on the Platform and accept these Terms.
(k)"Confidential Information" means any information disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that a reasonable person would consider confidential, but excludes information that is publicly available through no fault of the Recipient, was independently developed, or was lawfully received from a third party.
(l)"Dashboard" means the LocalCard web-based management interface through which you manage Programmable Cards, Card Programs, and account settings.
(m)“Issue Fee” means the issue fee per Programmable Card as published on LocalCard’s website or Pricing Page from time to time.
(n)"Fees” means the fees payable by you (or your Principal where applicable) for the Services as published on LocalCard’s website or Pricing Page from time to time, which may include (without limitation) Issue Fees, Subscription Fees, and Setup Fees.
(o)"Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, war, terrorism, pandemic, industrial dispute, government action, failure of third-party networks or payment infrastructure (including Visa or Airwallex systems), and cyber-attack.
(p)"Geo-Lock" means a Card Restriction that activates a Programmable Card only when the recipient's device is located within a specified geographic boundary at the moment of activation.
(q)“GST” means any goods and services or similar tax, together with any related interest, penalties, fines or other charge. Tax invoice, taxable supply and value have the meaning given to them by the GST Law.
(r)“GST Law” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(s)"Insolvency Event" means the appointment of a liquidator, administrator, receiver, or controller; an application for winding up; a scheme of arrangement; or any analogous event.
(t)"Intellectual Property Rights" means all intellectual property rights of any kind, including patents, copyright, trade marks, design rights, domain names, know-how, and confidential information, whether registered or unregistered.
(u)"Merchant Category Lock" means a Card Restriction limiting redemption to specified Visa Merchant Category Codes.
(v)"Order” means a request by you to purchase Programmable Cards or Services through the Platform in accordance with these Terms and the applicable Fees published on LocalCard’s website or Pricing Page.
(w)"Personnel" means the directors, officers, employees, contractors, and agents of a party.
(x)"Platform" means the LocalCard software platform, Dashboard, and related technology through which the Services are provided.
(y)“Pricing Page” means the page on LocalCard’s website that sets out the fees and subscription information.
(z)“Principal” means the relevant head customer, who has entered into a master services agreement with LocalCard on your behalf.
(aa)"Privacy Laws" means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any other applicable privacy legislation.
(bb)“Programmable Card” means the digital prepaid Visa debit cards issued by Airwallex and facilitated through the LocalCard Platform, programmable by you (or your Principal where applicable).
(cc)“Programmed Trigger Event” includes a trigger event set by you (or your Principal where applicable) through the Platform and without limitation, includes Single Tap, the expiry of a Card Restriction period, or the automatic cancellation of a Programmable Card following three (3) consecutive rejected transactions (for example, where the cardholder has insufficient funds). You (or your Principal where applicable) are responsible for nominating the bank account details for the repayment of Breakage through the Platform, and may direct Breakage to your own account or to one or more third party accounts nominated by you (or your Principal where applicable). LocalCard is not required to verify the accuracy of any nominated account details and, provided LocalCard pays Breakage to the account(s) nominated by you (or your Principal) through the Platform, LocalCard has no further liability in respect of such payments. LocalCard excludes all liability in respect of the automatic cancellation of a Programmable Card under this definition
(dd)"Services" means the digital gift card platform services, including the Dashboard, Programmable Card issuance facilitation, Card Program management, analytics, and support, as further described on LocalCard’s website.
(ee)"Single Tap" means a Card Restriction that cancels a Card after a single transaction, with any Breakage returned to your LocalCard account.
(ff)"Subscription Tier” means the pricing and feature tier applicable to you as selected during account registration or as subsequently updated by you through the Platform, or as otherwise agreed with your Principal.
(gg)"Term" means the period commencing on the Commencement Date and continuing on a rolling monthly basis until terminated in accordance with these Terms.
(hh)“Visa Merchant Category Codes” means the category codes of merchants as determined by Visa.
1.2 Interpretation
(a)References to clauses are references to clauses of this Agreement.
(b)The singular includes the plural and vice versa.
(c)"Including" and similar expressions are not words of limitation.
(d)A reference to a law includes all amendments, consolidations, and replacements.
(e)References to a person include a body corporate and any government authority.
(f)Headings are for convenience only and do not affect interpretation.
(g)A reference to writing includes email.
(h)No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision.
2. Services and Order Forms
2.1 Engagement
(a)LocalCard agrees to provide the Services to you during the Term on the terms of this Agreement.
(b)The Services are provided on a self-service basis through the Platform. You (or your Principal where applicable) are solely responsible for the use of the Programmable Cards and the Platform.
(c)The engagement is non-exclusive and LocalCard may provide the same or similar services to other clients.
2.2 Ordering Services
(a)You may place Orders for Programmable Cards and Services through the Platform in accordance with these Terms and the applicable Fees.
(b)The applicable Subscription Tier and Fees are as published on LocalCard’s website or Pricing Page.
2.3 Changes to Services
LocalCard may change the scope of the Services or these Terms (including Fees) from time to time by providing you with not less than 30 days’ written notice. Continued use of the Services after expiry of the notice period constitutes acceptance of the change. If you do not accept a change, you may terminate these Terms before the change takes effect.
3. Platform and Card Services
3.1 Platform Access
LocalCard grants you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform and Dashboard solely for the purposes of you utilising the Services in compliance with this Agreement.
3.2 Platform Accounts
(a)You must create an account ("Business Account") and can create additional accounts on behalf of any parties with which you agree to share Breakage, such as subsidiary companies and marketing agencies ("Managed Account").
(b)Each approved Business Account and Managed Account will be issued a ledger account that is managed via the Platform, with such ledger account facilitated by Airwallex.
(c)The Business Account and each Managed Account will have its own ledger.
(d)The Business Account is the only account that can determine its Breakage settings, including the rules of any share in Breakage.
(e)LocalCard is not party to the arrangement between the Business Account and its Managed Accounts and is not responsible for ensuring Breakage is apportioned in accordance with any such arrangement.
3.3 Card Issuance
You acknowledge that:
(a)Programmable Cards are digital prepaid Visa debit cards issued by Airwallex, not by LocalCard;
(b)LocalCard provides the Platform, interface, and dashboard functionality to manage Programmable Cards but is not the card issuer;
(c)Programmable Cards are subject to Airwallex's General Terms in addition to this Agreement;
(d)Card Load Amounts are capped at AUD$1,000 per Card;
(e)Programmable Cards are non-reloadable and cannot accrue interest or be linked to a deposit account.
3.4 Programmable Cards
(a)You (or your Principal where applicable) are solely responsible for configuring Programmable Card validity periods through the Platform in compliance with all Applicable Laws, including any minimum validity periods as required under the Australian Consumer Law.
(b)LocalCard does not monitor or verify whether the validity period or Card Restrictions comply with Applicable Laws.
(c)Breakage is only available after the expiry of the validity period as set by you (or your Principal where applicable).
3.5 Card Restrictions
(a)The following restrictions may be applied to Programmable Cards:
(i)Single Tap: the Programmable Card is cancelled after a single transaction, with Breakage returned to the Business Account or Managed Account less applicable Fees;
(ii)Geo-Lock: the Programmable Card activates only when the recipient's device is within a specified geographic boundary at the moment of activation. Location data is used solely for activation verification and is not stored or shared;
(iii)Merchant Category Lock: the Programmable Card can only be used at merchants within specified Visa Merchant Category Codes; and/or
(iv)any other Card Restriction made available by LocalCard through the Platform from time to time.
(b)Card Restrictions may be applied individually or in combination.
(c)You (or your Principal where applicable) are solely responsible for selecting and configuring Card Restrictions through the Platform, and LocalCard accepts no responsibility or liability for the consequences of any Card Restriction settings.
3.6 Breakage Control
(a)You (or your Principal where applicable):
(i)control the disposition of Breakage for Programmable Cards issued through the Platform.
(ii)may withdraw available funds from the ledger account at any time, subject to this Agreement and Airwallex's terms.
(iii)may, through the Platform, direct Breakage to the Business Account or to one of the Managed Accounts.
(iv)are responsible for inputting accurate bank account details through the Platform for the repayment of Breakage.
(b)Breakage can only be split between the Business Account and one Managed Account.
(c)LocalCard will implement the configured Breakage settings per your account and, provided LocalCard pays Breakage to the account(s) nominated by you (or your Principal where applicable) through the Platform, LocalCard has no further liability in respect of such payments.
3.7 Branding and Customisation
(a)Subject to the Subscription Tier, you may customise Programmable Cards and email templates with branding, logos, and messaging.
(b)You grant LocalCard a limited licence to use your branding for this purpose, and you warrant you have the right to use all branding materials you provide to LocalCard.
(c)Where you use any branding, logos or messaging related to a third party, you warrant that you have express authority and consent to do so and indemnify LocalCard for any loss or liability caused by, or arising out of, any misuse of Intellectual Property Rights of a third party associated with a Programmable Card or Card Program set by you through the Platform.
4. Your Obligations
4.1 Minimum requirements
You must:
(a)provide LocalCard with all information, access, and cooperation reasonably required to perform the Services;
(b)maintain the security and confidentiality of your account credentials;
(c)comply with all Applicable Laws in your use of the Services, including AML/CTF obligations and the Australian Consumer Law;
(d)ensure sufficient funds are available in your designated Airwallex account before initiating a Programmable Card issuance or Card Programs;
(e)only use the Services for lawful purposes and not use Programmable Cards to facilitate money laundering, fraud, or any illegal activity;
(f)promptly notify LocalCard of any suspected unauthorised access, security breach, or misuse of the Platform;
(g)obtain all necessary consents from Programmable Card recipients where required by Applicable Laws;
(h)not reverse engineer, decompile, or attempt to extract the source code of the Platform.
4.2 Conditions to Orders and Campaigns
(a)Before placing an Order or launching a Card Program through the Platform, you must ensure that:
(i)your account on the Platform holds a cleared balance equal to or greater than the total value of the Order, being the aggregate of all Fees payable in respect of that Order (including Issue Fees) and the total Card Load Amounts for all Programmable Cards comprised in that Order;
(ii)the Programmable Card values, Card Restrictions, recipient details, and any branding or messaging associated with the Order are accurate and complete;
(iii)the Order complies with all Applicable Laws, including the minimum validity period required under the Australian Consumer Law if applicable;
(iv)you have obtained all necessary consents from intended Programmable Card recipients where required by Applicable Laws or your own privacy obligations;
(v)you have reviewed and confirmed the Order details prior to submission, as Orders cannot be reversed once processed through the Platform.
(b)LocalCard will not process an Order where your account balance is insufficient to cover the total value of the Order (including all applicable Fees and Card Load Amounts). LocalCard is not liable for any delay, loss, or failure arising from your failure to maintain a sufficient account balance.
(c)You acknowledge that you are solely responsible for the accuracy of all Order details submitted through the Platform by you, including recipient information, Programmable Card values, and Card Restriction settings. LocalCard has no obligation to verify the accuracy or completeness of any Order and accepts no liability for errors in Orders submitted by you.
5. Fees and Payment
5.1 Fees: Unless otherwise agreed with your Principal (as applicable),
(a)You must pay LocalCard the Fees published on LocalCard’s website or Pricing Page in accordance with the payment terms set out in this clause.
(b)Subscription Fees and/or any other Fees other than Issue Fees are payable monthly unless otherwise specified on the applicable Pricing Page.
(c)an Issue Fee is payable per Programmable Card at the rate published on LocalCard’s website or Pricing Page;
(d)Your Business Account will be debited for the applicable Fees and Card Load Amounts when a Programmable Card is purchased or a Card Program is launched.
(e)You must maintain sufficient funds in the designated account equal to or greater than the total cost of any pending Card Program or Programmable Card issuance.
(f)All amounts are in Australian Dollars and are exclusive of GST unless stated otherwise.
5.2 Payment Terms
(a)LocalCard does not provide credit or payment terms.
(b)All Fees must be paid in cleared funds in order to maintain access to the Platform.
6. Late Payment
If you fail to pay any amount by the due date:
(a)LocalCard may recover any unpaid amounts from your ledger;
(b)LocalCard may charge interest on the outstanding amount at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid;
(c)LocalCard may suspend access to the Services until all overdue amounts are paid, without liability to you;
(d)LocalCard may engage debt collection services or commence legal proceedings to recover overdue amounts.
6.1 Disputed Charges
If you dispute any charge, you must notify LocalCard in writing within thirty (30) days of the invoice date, providing reasonable detail of the dispute. Undisputed portions of invoices remain payable by the due date. The parties will work together in good faith to resolve any genuine dispute within twenty (20) Business Days.
6.2 Fee Reviews
(a)LocalCard may review and adjust Fees annually on not less than 30 days' written notice to you.
(b)Continued use of the Services after the notice period constitutes acceptance of the revised Fees.
6.3 GST
Where GST is payable on any supply under this Agreement, the recipient must pay the amount of GST in addition to the consideration for that supply upon receipt of a valid tax invoice.
7. Intellectual Property
7.1 LocalCard's IP
All Intellectual Property Rights in the Platform, Dashboard, software, algorithms, analytics, and all materials created by LocalCard in connection with the Services (including any machine learning outputs) (together, the "LocalCard IP") vest in and remain the property of LocalCard (or its third-party licensors). You acquire no ownership rights in the LocalCard IP.
7.2 Licence to Use
Subject to your compliance with this Agreement and payment of Fees, LocalCard grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform and any deliverables solely for your internal business purposes during the Term.
7.3 Your IP and Data
(a)You retain all Intellectual Property Rights in Client Data and any branding materials you provide to LocalCard.
(b)You grant LocalCard a non-exclusive licence to use Client Data and branding solely to provide the Services.
(c)LocalCard may use anonymised, aggregated analytics data derived from your usage to improve the Platform, provided no identifying information is disclosed.
7.4 Feedback
If you provide suggestions, feedback, or ideas regarding the Services (“Feedback”), LocalCard may use such Feedback freely without acknowledgment or compensation. This licence survives termination of the Agreement.
7.5 Restrictions
(a)You must not, and must ensure that your Personnel do not:
(i)copy, modify, adapt, translate, create derivative works of, disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code, underlying algorithms, data models, or architecture of the Platform or any LocalCard IP;
(ii)remove, obscure, or alter any proprietary notices, labels, watermarks, or branding on or within the Platform;
(iii)resell, sublicence, lease, lend, distribute, or otherwise make the Platform or any part of it available to any third party, whether for commercial gain or otherwise;
(iv)use the Platform to build, train, or improve a competing product or service, or to benchmark the Platform against a competing product or service;
(v)access or use the Platform in excess of the scope, volume, or features permitted by your Subscription Tier;
(vi)use any automated tool, script, bot, scraper, or similar technology to access, monitor, or extract data from the Platform;
(vii)use LocalCard's name, logo, trade marks, or other branding in any manner not expressly authorised by this Agreement or without LocalCard's prior written consent;
(viii)introduce any virus, malware, or other harmful code into the Platform or use the Platform in any manner that could damage, disable, overburden, or impair its operation;
(ix)attempt to gain unauthorised access to any part of the Platform, other users' accounts, or any systems or networks connected to the Platform; or
(x)permit any third party to do any of the foregoing.
(b)A breach of this clause 7.5 constitutes a material breach of this Agreement entitling LocalCard to terminate this Agreement immediately under clause 13.3.
8. Privacy and Data Protection
8.1 Compliance
Each party must comply with Privacy Laws in connection with its activities under this Agreement.
8.2 Privacy Policy and other related Agreement
To the extent LocalCard processes personal information on your behalf, LocalCard's Privacy Policy, which is located at https://www.localcard.io/privacy, governs such processing and forms part of this Agreement. In the event of any inconsistency between this Agreement and the Privacy Policy, the Privacy Policy prevails.
8.3 Geo-Lock Privacy
Where you configure Geo-Lock restrictions, you acknowledge that a recipient's device location is checked at the moment of Programmable Card activation solely to verify whether the recipient is within the authorised geographic zone. This location data is not stored by LocalCard, is not shared with third parties, and is used for activation purposes only.
8.4 Security
Each party must implement and maintain appropriate technical and organisational safeguards to protect personal information and Confidential Information processed under this Agreement. You must promptly notify LocalCard of any suspected or actual security breach affecting LocalCard data or systems.
8.5 Third-party Processing
You acknowledge that Airwallex processes Programmable Card transaction data as an independent controller under its own privacy policy and terms. LocalCard is not responsible for Airwallex's data handling practices. You must ensure Programmable Card recipients are made aware of Airwallex's role where required by law.
9. Confidentiality
(a)Each party (as a Recipient) must keep the other party's Confidential Information strictly confidential and must not use it for any purpose other than performing its obligations or exercising its rights under this Agreement.
(b)A Recipient may disclose Confidential Information to its Personnel on a need-to-know basis, provided such persons are bound by obligations of confidentiality no less stringent than those in this Agreement.
(c)A Recipient may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided it gives the disclosing party as much notice as practicable before disclosure.
(d)This clause survives termination or expiry of this Agreement for a period of five (5) years.
10. Warranties
10.1 LocalCard Warranties
LocalCard warrants that:
(a)it has full authority to enter into this Agreement;
(b)the Services will be provided with reasonable care and skill in accordance with prevailing industry standards;
(c)it will comply with all Applicable Laws in providing the Services;
(d)it will provide the Services using suitably qualified and experienced Personnel.
10.2 Your Warranties
You warrant that:
(a)you have full authority to enter into this Agreement;
(b)all information you provide to LocalCard is true, accurate, and complete;
(c)you will use the Services in compliance with all Applicable Laws;
(d)you will obtain all necessary consents, licences, and approvals required to enable LocalCard to provide the Services;
(e)you are not subject to an Insolvency Event;
(f)you have obtained all necessary rights to use branding and content you submit to LocalCard.
10.3 No Other Warranties
To the maximum extent permitted by law, LocalCard provides the Services on an 'as is' basis and makes no other representations or warranties, express or implied. LocalCard does not warrant that the Services will be uninterrupted or error-free, or that Programmable Cards will be accepted by all merchants.
11. Limitation of Liability
(a)To the maximum extent permitted by law, LocalCard's total aggregate liability to you for all claims arising out of or in connection with this Agreement is limited to the total Fees paid by you to LocalCard in the twelve (12) month period immediately preceding the event giving rise to the claim.
(b)To the maximum extent permitted by law, neither party is liable to the other for any:
(i)loss or damage caused by or arising out of a Force Majeure Event;
(ii)loss of profit, revenue, or anticipated savings;
(iii)loss of data or corruption of data;
(iv)loss of business or contract;
(v)special, indirect, or consequential loss,
arising under or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise.
(c)The limitations in this clause do not apply to:
(i)death or personal injury caused by negligence;
(ii)fraud;
(iii)your payment obligations under this Agreement;
(iv)any liability that cannot be excluded by law (including under the Australian Consumer Law).
(d)Where the Australian Consumer Law applies to the supply of Services and liability cannot be excluded, LocalCard's liability is limited (at LocalCard's option) to re-supplying the Services or paying the cost of re-supply.
(e)To the maximum extent permitted by law, LocalCard is not liable for any loss, damage, failure, or delay caused or contributed to (in whole or in part) by any third party service provider (including Airwallex), Visa network outages, third-party payment infrastructure, Force Majeure Events, or your failure to maintain sufficient funds in your designated account.
12. Indemnity
(a)You indemnify LocalCard against all losses, damages, liabilities, costs, and expenses (including reasonable legal costs) incurred by LocalCard arising from or in connection with:
(i)your breach of this Agreement;
(ii)your misuse of the Platform or Programmable Cards;
(iii)any claim by a third party (including Programmable Card recipients) arising from your acts or omissions;
(iv)your breach of Applicable Laws, including in relation to any Card Program you establish, administer or manage via the Platform;
(v)any infringement of a third party's Intellectual Property Rights caused by the Client Data or your branding.
(b)LocalCard will promptly notify you of any claim for which indemnification is sought and will not settle any such claim without your prior written consent (not to be unreasonably withheld).
13. Suspension & Termination
13.1 If you are registering an account on behalf of a Principal,
(a)Your Principal may suspend or terminate your account at any time at its discretion.
(b)We will immediately suspend or terminate your account if the Principal account is suspended or terminated for any reason.
13.2 Termination for Convenience
You may cancel your account at any time by giving not less than 30 days' written notice, but this will not affect any Orders already in force.
13.3 Termination for Cause
Either party may terminate this Agreement immediately by written notice if:
(a)the other party commits a material breach of this Agreement that is incapable of remedy, or fails to remedy a remediable breach within twenty (20) Business Days of receiving written notice to do so;
(b)the other party is subject to an Insolvency Event;
(c)the other party repeatedly or persistently fails to pay Fees when due.
13.4 Suspension
LocalCard may suspend your access to the Services with immediate effect (without liability) where there is a delay or failure by a third party service provider to provide Services to LocalCard (including, without limitation, Airwallex), your use of the Services poses a security risk, may cause harm to LocalCard's systems or other customers, is potentially fraudulent or illegal, or you have failed to pay outstanding Fees. LocalCard will notify you of the suspension and the reason for it as soon as practicable.
13.5 Consequences of Termination
On termination or expiry of this Agreement:
(a)you must immediately cease using the Services and the Platform;
(b)all outstanding Fees become immediately due and payable;
(c)LocalCard will provide you with a reasonable period (not less than thirty (30) days) to export Client Data, after which LocalCard may delete Client Data;
(d)all Programmable Cards issued prior to termination remain valid until their expiry dates unless separately cancelled;
(e)you may withdraw all funds from the ledger account, but you forfeit your rights to any future Breakage in relation to Programmable Cards that remain valid after termination.
Clauses that by their nature should survive termination will do so, including clauses 6 (Late Payment), 7 (Intellectual Property), 8 (Privacy and Data Protection), 9 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnity), 13.5 (Consequences of Termination), 15 (Non-Solicitation), 16 (Dispute Resolution), and 18.7 (Governing Law and Jurisdiction).
14. Force Majeure
(a)Neither party is in breach of this Agreement or liable for any delay or failure to perform its obligations to the extent such delay or failure is caused by a Force Majeure Event, provided that the affected party gives prompt written notice to the other party and uses all reasonable endeavours to resume performance as soon as practicable.
(b)If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement on written notice without further liability, save for Fees for Services performed prior to termination.
15. Non-Solicitation
During the Term and for a period of six (6) months after termination or expiry of these Terms, you must not directly or indirectly solicit, recruit, or entice away any employee or contractor of LocalCard who was involved in providing the Services, without LocalCard’s prior written consent.
16. Dispute Resolution
(a)If a dispute arises in connection with this Agreement (a "Dispute"), a party must give written notice to the other party setting out the nature of the Dispute (a "Dispute Notice"). The parties must first attempt to resolve the Dispute by escalating the matter to senior representatives of each party within ten (10) Business Days of the Dispute Notice.
(b)If the Dispute is not resolved within twenty-one (21) days of the Dispute Notice being given, the parties must instruct the President of the Law Institute of Victoria to appoint an independent mediator to attempt to resolve the Dispute by mediation, and the parties must participate in the mediation at the earliest possible opportunity and in good faith. The costs of the mediation must be equally shared by the parties.
(c)If the Dispute is not resolved within thirty (30) days of the appointment of the mediator (or such longer period as the parties agree), either party may pursue its legal remedies. Nothing in this clause prevents either party from seeking urgent injunctive or other interlocutory relief from a court at any time.
17. Regulatory Compliance
(a)You are responsible for ensuring your use of the Services (including all Programmable Cards you issue and all Card Programs you manage or administer) complies with all Applicable Laws, including the Australian Consumer Law, AML/CTF Act 2006 (Cth), Privacy Act 1988 (Cth), and any applicable state consumer legislation.
(b)LocalCard reserves the right to request verification of your identity, business registration, or other information in accordance with its AML/CTF obligations at any time. You must cooperate promptly with any such request.
(c)You must not use the Platform or Programmable Cards to facilitate money laundering, fraud, terrorism financing, or any other illegal activity. LocalCard may immediately suspend or terminate Services and report suspicious activity to relevant authorities without liability.
18. General Provisions
18.1 Entire Agreement
Save for any agreement relevant to a Principal, this Agreement constitutes the entire agreement between the parties in relation to their subject matter and supersedes all prior agreements, negotiations, representations, and understandings.
18.2 Assignment
LocalCard may assign or novate this Agreement without your consent. You may not assign or novate this Agreement without LocalCard's prior written consent, not to be unreasonably withheld.
18.3 Waiver
A waiver of any right under this Agreement must be in writing. No failure or delay in exercising any right constitutes a waiver of that right.
18.4 Severability
If any provision of this Agreement is invalid, unenforceable, or illegal, it will be severed to the minimum extent necessary and the remaining provisions will continue in full force.
18.5 Notices
Notices under these Terms must be in writing and sent by email. LocalCard will send notices to the email address registered on your Platform account. You must send notices to LocalCard at the email address published on LocalCard’s website. Email notices are deemed received on the next Business Day after sending (unless the sender receives an automated non-delivery notification).
18.6 Relationship
Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. Each party is an independent contractor.
18.7 Governing Law and Jurisdiction
This Agreement is governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria.
18.8 GST
Unless otherwise indicated, the price of all Services is the amount published on LocalCard’s website or Pricing Page and is exclusive of GST except where the price is expressed to be inclusive of GST.