# Quick Start To get started with LUCA Plus, we've created Quick Start tutorials to guide you to learning the key functionality. The following video will give you a quick overview of LUCA Plus. {% embed url="" %} {% embed url="" %} Visit LUCA Plus Youtube Channel for more videos {% endembed %} # Register Use the following form to register a new account, you will need to choose from “Organisation” or “Auditor”. {% hint style="info" %} **Organisation** - Allow to view and manage your transactions: Payables and Receivables. **Auditor** - Allow to view and audit the organisations that register to your practice. {% endhint %} ![](/files/-LkwRaxcXBPVtsFzeofy) ![](/files/-Lkxj4oX4rDfrDU8VkBk) 👉🏻New register will need to activate the account via Email. ![](/files/-LkwRlcO8uHTJABfpsog) # Login Once you verify your account, you will redirect to login page. ![](/files/-LkwSfZ2ptp4wQlCHDxQ) {% hint style="success" %} **🎉After login, you can connect to your current providers to experience LUCA Plus. 🎉** {% endhint %} # Connecting to Providers LUCA Plus utilises leading providers to provide real time, accurate, secure data and services. {% hint style="info" %} Admin user and some technical skill may be required to setup the following. Please contact our customer support for any further assistance. {% endhint %} ![](/files/-Ll5aHpTqyoR8WzeAhfL) # Connect to Xero Connecting to Xero enables payables and receivables transactions to be captured into Luca. ![](/files/-Ll5avL7rjMV913vczAl) ![](/files/-Ll-8byvU_ZU2myXL188) ### **One-Click Xero Integration** 1️⃣ Head to “Account” section in Luca, and click on “Link Xero Account”. 👇🏻 2️⃣ Click on “Connect” button will bring you to Xero login.👇🏻 ![](/files/-Ll-9AxvNKb5IqKE01sh) 3️⃣ Login to Xero Account to finish connection. 👇🏻 ![](/files/-Ll-6wIknkKqlCzfUjED) 4️⃣ Xero will prompt to “Allow access” from Luca. If you have multiple company on Xero, you can select from dropdown list here. {% hint style="danger" %} **Note:** One Luca account can connect to one company of a Xero Account at a time. {% endhint %} ![](/files/-Lkw_DIEikAv5Vi0T69F) {% hint style="success" %} 🎉**Now you will be able to see your Payables, Receivables from Luca!** 🎉 {% endhint %} ![](/files/-Ll-CT3Q18zWo0ZX1HqA) {% hint style="info" %} ### Learn more about Xero Xero Website: Security at Xero: {% endhint %} # Connect to MYOB Connecting to MYOB enables payables and receivables transactions to be captured into LUCA Plus. LUCA Plus supports MYOB AccountRight at the moment. ### **One-Click MYOB Integration** **1️⃣** Head to “Account” section in LUCA Plus, and click on “Link MYOB Account”. 👇🏻 2️⃣ Click on “Connect” button will bring you to MYOB login. 👇🏻 ![](/files/-Ll-HTTY4ZDcpAJX6jcD) 3️⃣ Login to MYOB Account to finish connection. 👇🏻 ![](/files/-Ll-E2yWSwIRi2ekIQLp) 4️⃣MYOB will prompt to “Allow access to your MYOB Account” for Luca. 👇🏻 ![](/files/-Ll-EM-9xsM3vToN7SGN) ![](/files/-Ll-ERDvkZtW1rsZVFUh) {% hint style="info" %} ### Learn more about MYOB MYOB Website: MYOB Security Commitment: {% endhint %} # Connect to Bank Connecting to you bank (via Basiq) enables real time bank feeds for performing auto transaction reconciliation. 1️⃣Head to “Account” section in LUCA Plus, and click on “Link MYOB Account”. 👇🏻 2️⃣ Click on “Connect” button will bring you to MYOB login.👇🏻 ![](/files/-Ll-HVzKQAfBS4d-qN47) 3️⃣ Select the bank your business with and login by using bank account credential.👇🏻 ![](/files/-Ll-FViPLuuRnlOvK7kq) {% hint style="success" %} 🎉Now LUCA Plus will start auto reconciliating all incoming and outgoing invoices when possible. {% endhint %} ![](/files/-Ll-G85Mk4gLeZ5wBo8D) {% hint style="info" %} ### Learn more about Basiq Basiq Website: Supported Institutions: Security and Privacy: {% endhint %} # FAQ - Xero ### I am seeing a yellow exclamation mark next to Xero Account option. * Click down arrow next to Xero Account option * Click on “Reconnect” button * Follow the page to login to your Xero account * Logout to LUCA Plus then log back in # Security / Compliance / Privacy ## Security ### User Authentication All LUCA Plus accounts are protected with a strong password enforced and two-factor authentication (2FA). 2FA can be implemented and configured to remain within the existing environment of your organisation, protected by current sign-on credentials. ### Encryption To ensure the confidentiality and integrity of your files, all content is encrypted in transit and at rest with world-class encryption and key management techniques. Encryption for data at rest is automated using encrypted storage volumes. ### Restricted Network Access Firewalls are utilised to restrict access to systems from external networks and between systems internally. All network traffic is encrypted using Transport Layer Security (TLS), with the flexibility to configure the minimum TLS protocol version. ### Audit Trail LUCA Plus creates a comprehensive and immutable audit trail between all parties that includes hash of data, timestamp, IP address and end-user information. All these are recorded to decentralised and distributed ledger that cannot be modified / changed once been created. Key elements of the audit trail are appended to all executed signature requests and include an identifier that can be used as a proof to lookup the corresponding transaction log if required. ### Banking Security LUCA Plus bank reconciliation feature uses the same security measures required of banks and other financial institutions when transmitting data. The LUCA Plus client authorises data supplier to provide LUCA Plus with transaction data relating to the client’s nominated account through a secure, integrated software linkage, direct between data supplier and LUCA Plus. ### Development Practices Our development follows industry-standard secure coding guidelines, such as those recommended by OWASP. ### Cloud Platform LUCA Plus partners with world class suppliers who provide key infrastructure and services, such as monitoring for suspicious activity, physical security, server and power redundancy, and built-in firewalls: * Microsoft Azure platform hosted in Australia * [For details about Security, Privacy, and Compliance in Microsoft Azure, please visit here.](https://azure.microsoft.com/en-au/support/trust-center/) * Microsoft Azure audits are performed as per * Amazon Web Services platform hosted in Australia * [For details about Security, Privacy, and Compliance in Amazon Web Services, please visit here.](https://aws.amazon.com/security/) * Amazon Web Services audits are performed as per * Google Cloud platform hosted in Australia * [For details about Security, Privacy, and Compliance in Google Cloud, please visit here.](https://cloud.google.com/security/) * Google Cloud audits are performed as per ### Service Partner LUCA Plus integrates with leading service partners that provide transaction data. The LUCA Plus clients authorises service partners to provide LUCA Plus with transaction data relating to the client’s nominated account through a secure, integrated software linkage, direct between data supplier and LUCA Plus. * Xero - [Security, Privacy and Compliance detail](https://www.xero.com/au/about/security/) * myob - [Security](https://www.myob.com/au/about/security/security-commitment), [Privacy Policy](https://www.myob.com/au/privacy-policy) * Basiq - [Privacy & Terms](http://docs.basiq.io/pricing-privacy-and-terms) ## Compliance ### Information Security Management System LUCA Plus is [ISO 27001](https://www.iso.org/isoiec-27001-information-security.html) compliant, which is globally recognised as the premier information security management system (ISMS) standard. LUCA Plus is achieving certification by developing and implementing a robust security management program, including a comprehensive Information Security Management System (ISMS). LUCA Plus is working towards Service Organisation Control (SOC 1) compliance certification. System and Organisation Controls ([SOC](https://www.aicpa.org/interestareas/frc/assuranceadvisoryservices/sorhome.html)) is a suite of service offerings CPAs may provide in connection with system-level controls of a service organisation or entity-level control of other organisations. ### Auditing Standards LUCA Plus complies with Standards on Auditing in Australia for External confirmation requests. (Auditing Standard ASA [230](https://www.auasb.gov.au/admin/file/content102/c3/ASA_230_Compiled_2015.pdf), [500](https://www.auasb.gov.au/admin/file/content102/c3/ASA_500_Compiled_2019-FRL.pdf), [505](https://www.auasb.gov.au/admin/file/content102/c3/ASA_505_27-10-09.pdf)). * Responses are direct from the confirming party, either through the LUCA Plus Platform or the evidence providers existing channel. * The auditor maintains control at all times within the LUCA Plus Platform. * Address validation is performed by LUCA Plus during any on-boarding process. For requests being fulfilled by providers setup by the audit firm, the validation process remains their own responsibility. * The identity management, encryption and the secure environment provided by LUCA Plus mitigates against any risk of using the service over the paper based process. ### E-Invoicing LUCA Plus is working towards complying [E-Invoicing](https://www.ato.gov.au/Business/E-invoicing/) framework when it’s finalised. E-invoicing relies on open standards and technology solutions to exchange invoices seamlessly, without manual input. It removes the need to create paper-based or PDF invoices, scan, post or email them, or manually enter them. ## Privacy Protecting your privacy and keeping your personal information confidential is very important to us. We're bound by the Privacy Act 1988, including the Australian Privacy Principles (APPs) set out in the Act, when we handle your personal information. LUCA Plus Pty Ltd Privacy Policy (Policy) outlines how we maintain your privacy when handling your personal information if you're a client, a visitor to one of our websites or a member of the public, in Australia. By using or accessing the Service in any manner, you acknowledge that you accept and agree to the terms, practices and policies outlined in this Privacy Policy, and you hereby consent that we may collect, use, and share your information as set forth below. This policy does not apply to any website, product or service of any third-party company even if the website or application links to (or from) the Service. LUCA Plus does not operate those websites, products, or services - please always review the privacy practices of a company before deciding whether to provide any information to them. ### Information we collect In general, we collect information in a number of ways, including (i) when a client or end-user provides it directly to us via the Website and/or Service, (ii) when we obtain end-user information through trusted third parties including financial institutions, (iii) through your continued access of the Service, including data passively collected through technology such as "cookies". The types of information we collect and our use of that information will depend on whether you are a Website Visitor, Client, or End-User. By signing up for the Service, whether directly on our site, with one of the third-party applications that uses our software, or by any other means, you consent to these terms. Some features of the Service allow you to provide content, including financial credentials and information, to the Service. All content submitted by you to the Service or collected on your behalf from a third-party (e.g., client) application or a financial institution (e.g., a bank) may be retained by us indefinitely, even after you terminate your account. We may continue to disclose such content to third parties in a manner that does not reveal Personal Information, as described in this Privacy Policy. ### Cookies and IP Addresses We automatically receive and record information from your web browser when you interact with the Service, including your IP address and cookie information. This information is used for fighting spam/malware and also to facilitate the collection of data concerning your interaction with the Service (e.g., what links you have clicked on). Generally, the Service automatically collect usage information, such as the number and frequency of visitors to the Site. We may use this data in aggregate form, that is, as a statistical measure, but not in a manner that would identify you personally. This type of aggregate data enables us and third parties authorised by us to figure out how often individuals use parts of the Service so that we can analyse and improve them. We may also receive a confirmation when you open an email from us. We use this confirmation to improve our customer service. Cookies are pieces of text that may be provided to your computer through your web browser when you access a website. Your browser stores cookies in a manner associated with each website you visit. We use cookies to enable our servers to recognise your web browser and tell us how and when you visit the Site and otherwise use the Service through the Internet. Our cookies do not, by themselves, contain Personal Information, and we do not combine the general information collected through cookies with other Personal Information to tell us who you are. As noted, however, we do use cookies to identify that your web browser has accessed aspects of the Service and may associate that information with your Account if you have one. This Privacy Policy covers our use of cookies only and does not cover the use of cookies by third parties. We do not control when or how third parties place cookies on your computer. For example, third party websites to which a link points may set cookies on your computer. ### Website visitors To simply browse our Website, you are not required to provide any Personal Information. However, we may gather non-personally-identifiable information, as described directly above, just for the purposes of monitoring and improving our Website and the Service. We will not share this information with third parties except as a necessary part of providing our Website and the Service, nor will we use it to target any advertisements to you. Of course, if you sign up with or use any of our services, more information is shared. ### Clients When you use LUCA Plus services as a client, whether paid or unpaid, we will gather and store your name, company name, email address, phone number, billing address, and any other relevant information that you provide directly to us. Any and all test and/or live users that sign up as an end-user of your services fall under the end-user category. If you sign up for a paid account, we will also store the relevant data required to complete your transaction, including but not limited to your financial information, bank account numbers, routing numbers, billing address and company name. We may also rely on a third-party payment processor to complete transactions, and all data shared with them falls under their own privacy policies. Further, we will collect and associate all relevant end-user data with your client account, including but limited to end-user names, email addresses, billing addresses and financial information. We may additionally collect information on the IP addresses, devices, and locations used to access LUCA Plus, which may be linked to your account for fraud detection and prevention purposes. Finally, we may collect additional data for identity verification on an as-needed based determined at our own sole discretion. ### End-Users As an end-user of any application that utilises the Service, whether via a client or other third-party, directly via use of our API or other services, or through an application built by us directly, you are agreeing to share financial information with us, including, but not limited to, your account credentials, transactional histories, account numbers, and balances/limits as well as general identity data including names and addresses of all account holders. You are enabling us to interact with and through your financial institutions on your behalf and with your consent. We may also retrieve information pertaining to usage of our client applications and other general activity that comes through the use of the Service. We collect statistical information about how both unregistered and registered users, collectively, use the Service ("Aggregate Information"). Some of this information is derived from Personal Information. This statistical information is not Personal Information and cannot be tied back to you, your Account or your web browser. ### How We Use Personal Information LUCA Plus uses your Personal Information as follows: * To operate and maintain the Service (such as, overall operating and maintenance, providing customer service, fixing malfunctions, testing our security systems, etc.). * To provide you with the features, functions and benefits of the Service (such as, displaying to information regarding your financial accounts). * To enhance, improve, add to and further develop the Service (such as, creating new features or functions, refining or personalising the user experience, increasing Service technical performance, etc.). * We will use your contact information (such as your email address or phone number) to provide you with Service notifications. * To help personalise the Service experience for you (such as, remembering your information so you will not have to enter it each time you use the Service or providing you with offers, advertisements or features you may like). * And for the other purposes referenced in the "Sharing and Disclosure" section below (such as, for the purposes of legal compliance). ### Sharing and disclosure of your Personal Information LUCA Plus does not sell or rent any personal information to marketers or third parties that have not been explicitly authorised (e.g., in the case of a client). We may share your Personal Information with trusted third parties who are integral to the operation of our Website and the Service, including but not limited to financial institutions, payment processors, verification services and credit bureaus, as well as any third parties that you have directly authorised to receive your Personal Information. We may store your Personal Information in locations outside the direct control of LUCA Plus, for instance, on servers or databases co-located with hosting providers. If you authorise an application to access your LUCA Plus account, you acknowledge that we may share financial information with the third party that provides the authorised application. The use of your information by such third party will be subject to their applicable privacy policy, which you should carefully review. We may also disclose your Personal Information to law enforcement, government officials, or other third parties if required by law or we believe in good faith that the disclosure is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of our Terms of Service. We may occasionally email you with information about offers or new services. You can opt out of these email communications by replying with unsubscribe in the subject line, or via an unsubscribe link included in such communications. However, you will continue to receive certain email communications related to your account including information regarding transactions and your relationship with LUA Plus. ### Protection of information We take all reasonable steps to ensure that the personal information we collect, use or disclose is accurate, complete, up-to-date and relevant and stored securely. Although no data transmission can be guaranteed to be 100% secure, we take reasonable steps to ensure that your Personal Information is accurate, complete, up-to-date, relevant and stored securely. We also take all reasonable steps to ensure that the personal information we hold is protected from misuse, interference and loss and unauthorised access, modification or disclosure by use of various methods including access limitation, and Secure Socket Layer (SSL) encryption technology to safeguard the account registration process and sign-up information. ### Changes to this policy We reserve the right to make changes to this Policy from time to time. Please review this Policy periodically to check for updates. If any changes are material and/or retroactive, we may provide additional notice and/or an opportunity to “opt-in,” as appropriate under the circumstances. We may also advise you of changes to this policy by emailing and/or mailing the revised policy to the address you provide us. ### Contact Us Email: Post: Goods Shed North, 710 Collins St, Docklands VIC 3008 # Terms of Service Thank you for selecting LUCA Plus Pty Ltd ACN 626 594 983 and/or its subsidiaries and affiliates (referred to as "LUCA Plus", "we", "our", or "us") . Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legally binding agreement between You and LUCA Plus. By clicking “I Agree,” indicating acceptance electronically, or by installing, accessing or using the Services, You agree to be bound by the terms of this Agreement. If You do not agree to this Agreement, then You may not use the Services. If You do not agree with these Terms of Service, You must not accept this Agreement, register, use or access the Services as an authorized representative. ## DEFINITIONS **Agreement** means these Terms of Service. **ATO** means the Australian Taxation Office. **Bank Feeds** means LUCA Plus Bank Feeds, the service which enables You to electronically receive daily or monthly updates of transaction details for nominated Business accounts, including bank accounts and credit cards. **Bank Feeds Data** means the transaction information relating to any account linked to Bank Feeds, which is available for You to access as part of LUCA Plus. **Business** means the business for which accepted this Agreements and uses LUCA Plus. This includes, but is not limited to, sole traders, partnerships, joint ventures, companies and trading trusts. **Claims** has the meaning given to it in clause 9.3 **Content** has the meaning given to it in clause 6.1 **Data** means any data inputted by You or with Your authority into the Website. **Data Supplier** means the organisation(s) that You have authorised to supply us with Bank Feeds Data, including Your bank and other nominated financial institutions. **Employees** means employees of the Business **Fees** means the fees and charges relating to the provision of LUCA Plus, as notified to *You* from time to time and published on our website at [https://www.lucaplus.com](https://www.lucaplus.com/) (Australia). **GST** means that term as defined in the GST Act **Loss or Claim** means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses. **LUCA Plus** means any of the services, features or functionality which form part of LUCA Plus and which we make available to You from time to time. This includes the specific LUCA Plus subscription and/or product module purchased by *You*. **Other Application** means an application or service developed by a third party to integrate and be used in conjunction with LUCA Plus. **Personal Information** means that term as defined in the Privacy Act. **Privacy Act** means the *Privacy Act 1988* (Cth) as updated, amended or replaced from time to time. **Services** means LUCA Plus online services provided to You on this website, including Content, updates and new releases **Tax Laws** means the *Taxation Administration Act 1953* (Cth) and *A New Tax System (Goods and Services Tax) Act 1999* (Cth) (**‘GST Act’**)as updated, amended or replaced from time to time, and any binding regulation, ruling or direction issued by the ATO or any Australian state or territory revenue offices e (as applicable) from time to time. **Third Party** means any person we have contracted with to help us provide LUCA Plus. This includes any other service providers engaged by us for the delivery, maintenance and administration of LUCA Plus. In the case of Bank Feeds, any Data Supplier that You authorise to provide Bank Feeds Data to us is also a Third Party under this Agreement. **User** means a person authorised to use LUCA Plus. **You** means the Business and any authorised representatives of the Business, including each User connected to the Business. ## INTERPRETATION In the interpretation of this Agreement: (a) Words denoting the singular include the plural and vice versa; words denoting individuals or persons include bodies corporate and vice versa; references to documents or deeds also mean those documents or deeds as changed, novated or replaced, and words denoting one gender include all genders; (b) Grammatical forms of defined words or phrases have corresponding meanings; (c) Parties must perform their obligations on the dates and times fixed by reference to the state of Victoria; (d) Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia; (e) If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day; (f) References to a party are intended to bind their executors, administrators and permitted transferees; (g) Obligations affecting more than one party bind them jointly and each of them severally. ## GENERAL TERMS ### 1. AGREEMENT This Agreement describes the terms governing Your use of the LUCA Plus online services provided to You on this website, including Content, updates and new releases (collectively, the “**Services**”). This Agreement includes by reference: 1. LUCA Plus' Privacy Statement. 2. Additional terms and conditions made available to You, which may include those from third parties. Any terms provided separately to You for the Services, including product or program terms, ordering, activation, payment terms, etc. ### 2. YOUR RIGHTS TO USE THE SERVICES 1. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by LUCA Plus within this Agreement. LUCA Plus reserves all other rights in the Services. Until the termination of this Agreement and as long as You meet any applicable payment obligations and comply with this Agreement, LUCA Plus grants to You a personal, limited, nonexclusive, nontransferable right and license to use the Services. 2. You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree You will not: 3. Provide access to or give any part of the Services to any third party. 4. Reproduce, modify, copy, sell, trade, lease, rent or resell the Services. 5. Decompile, disassemble, or reverse engineer the Services. 6. Make the Services available on any file-sharing or application hosting service. ### 3. PAYMENT 3.1 For Services offered on a payment or subscription basis, the following terms apply, unless LUCA Plus or any Third Party notifies You otherwise in writing. This Agreement also incorporates by reference and includes payment terms provided to You on the website for the Services: 1. Payments will be billed to You by LUCA Plus in Australian Dollars (AUD), or other currencies which may be made available (plus any and all applicable taxes, including, without limitation, GST) as shown in the subscription terms, and Your account will be debited when You subscribe and provide Your payment information, unless stated otherwise in the payment terms on the website for the Services. 2. You must pay with one of the following: (i) A valid credit card acceptable to LUCA Plus; (ii) A valid debit card acceptable to LUCA Plus; (iii) Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;or (iv) By another payment option LUCA Plus provides to You in writing.
3.2 If Your payment and registration information is not accurate, current, and complete and You do not notify us promptly when such information changes, we may suspend or terminate Your account and refuse any further use of the Services. 3.3 If You do not notify us of updates to Your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by Your card provider (e.g., updater services, recurring billing programs, etc.) to try to update Your payment information, and You authorise us to continue billing Your account with the updated information that we obtain. 3.4 LUCA Plus will automatically renew Your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated in accordance with this Agreement. 3.5 Additional cancellation or renewal terms may be provided to You on the website for the Services. ### 4. USE WITH YOUR MOBILE DEVICE 4.1 Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that You are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of Your agreement with Your mobile device and telecommunications providers. 4.2 To the extent permitted by law, LUCA Plus makes no warranties or representations of any kind, express, statutory or implied as to: 1. The availability of telecommunication services from Your provider and access to the services at any time or from any location; 2. Any loss, damage or security intrusion of the telecommunication services; and 3. Any disclosure of information to Third Parties or failure to transmit any data, communications or settings connected with the services ### 5. YOUR PERSONAL INFORMATION You can view LUCA Plus' Privacy Statement provided with the Services, which is also made available on the website for the Services. You agree to the applicable LUCA Plus Privacy Statement and any changes published by LUCA Plus and notified to You via the website. You agree that LUCA Plus may use and maintain Your data according to the LUCA Plus Privacy Statement, as part of the Services. This means that LUCA Plus may use Your data to improve the Services or to design promotions and to develop new products or services. LUCA Plus is a global company and may access or store personal information in multiple countries, including countries outside of Australia to the extent permitted by applicable law. ### 6. CONTENT AND USE OF THE SERVICES #### 6.1 Responsibility for Content and Use of the Services 1. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including You) provide through Your use of the Services. By making Your Content available through Your use of the Services, You grant LUCA Plus a worldwide, royalty-free, non-exclusive license to host and use Your Content. Archive Your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. LUCA Plus is not responsible for any of Your Content that You submit through the Services. 2. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following: 1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including, without limitation, conduct that is excessively violent, incites or threatens violence, encourages "flaming" others or criminal or civil liability under any local, state, federal or foreign law; 2. Content that would impersonate someone else or falsely represent Your identity or qualifications, or that may constitute a breach of any individual’s privacy; is misleading or deceptive, or creates a safety or health risk to an individual or the public; 3. Except as permitted by LUCA Plus in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding; 4. Virus, Trojan horse, worm or other disruptive or harmful software or data; and any Content that You do not own or have the right to use without permission from the intellectual property rights owners thereof. #### 6.2 Restricted Use of the Services You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of LUCA Plus or could subject LUCA Plus to liability to third parties, including: 1. Unauthorized access, monitoring, interference with, or use of the Services or Third Party accounts, data, computers, systems or networks; 2. Interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; 3. Unauthorised collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; 4. Viewing or other use of any Content that, in LUCA Plus' opinion, is prohibited under this Agreement; 5. Any other activity that places LUCA Plus in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or 6. Attempting to probe, scan, penetrate or test the vulnerability of an LUCA Plus system or network or to breach LUCA Plus' security or authentication measures, whether by passive or intrusive techniques. LUCA Plus reserves the right not to authorise and may terminate Your use of the Services based on reasonable suspicion of Your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above. #### 6.3 Community forums The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. LUCA Plus does not support and is not responsible for the Content in these community forums. Please use respect when You interact with other users. Do not reveal information that You do not want to make public. Users may post hypertext links to content of third parties for which LUCA Plus is not responsible. #### 6.4 LUCA Plus may freely use feedback You provide You agree that LUCA Plus may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant LUCA Plus a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback You provide to LUCA Plus in any way. #### 6.5 LUCA Plus may monitor Content LUCA Plus may, but has no obligation to monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect LUCA Plus or its customers, or operate the Services properly. LUCA Plus , in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. ### 7. ADDITIONAL TERMS #### LUCA Plus does not give professional advice 1. Unless specifically included with the Services, LUCA Plus is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when You need this type of assistance. #### We may tell You about other LUCA Plus Services 2\. You may be offered other services, products, or promotions by LUCA Plus. Additional terms and conditions and fees may apply to those other LUCA Plus Services. With some LUCA Plus Services You may upload or enter data from Your account(s) such as names, addresses and phone numbers, purchases, etc. to the Internet. You grant LUCA Plus permission to use information about Your Business and experience to help us to provide the LUCA Plus Services (including other products and services You might be interested in), to develop new products and services, and to enhance the Services. #### Communications 3\. LUCA Plus may be required by law to send You communications about the Services or Third Party products. You agree that LUCA Plus may send these communications to You via email or by posting them on our websites. #### You will manage Your passwords and accept updates 4\. You are responsible for securely managing Your password(s) for the Services and to contact LUCA Plus if You become aware of any unauthorised access to Your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates. ### 8. DISCLAIMER OF WARRANTIES 1. Your use of the services, software, and content is entirely at Your own risk. except as described in this Agreement and to the maximum extent permitted by law, the services are provided "as is."LUCA Plus and Third Party providers, licensors, distributors or suppliers disclaim all warranties, conditions, representations and guarantees, expressed or implied, including any warranty, condition, representation or guarantee that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality of content in or linked to the Services. LUCA Plus and related Third Parties do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. 2. If LUCA Plus' liability for breach of any implied condition, guarantee, representation or warranty cannot be excluded by law, it is limited to the maximum extent such condition, guarantee, representation or warranty can be limited under any applicable laws. 3. LUCA Plus and related Third Parties disclaim any representations or warranties that Your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations. ### 9. LIMITATION OF LIABILITY AND INDEMNITY 1\. To the maximum extent permitted by law, the entire liability of LUCA Plus and related Third Parties for all claims relating to this Agreement shall be limited to the amount You paid for the services during the twelve (12) months prior to the occurrence of the first cause of action giving rise to a claim. LUCA Plus and related Third Parties are not liable for any of the following: 1. Indirect, special, incidental, exemplary, punitive or consequential damages; 2. Damages relating to failures of telecommunications, the Internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet LUCA Plus systems requirements. the above limitations apply even if LUCA Plus and related Third Parties have been advised of the possibility of such damages. This Agreement sets forth the entire liability of LUCA Plus, its affiliates and Your exclusive remedy with respect to the Services and its use. 2\. For the avoidance of doubt, LUCA Plus does not exclude liability which cannot be excluded under the *Competition and Consumer Act 2010* (Cth) 3\. You agree to indemnify and hold LUCA Plus and related Third Parties harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of any of the following (collectively, the ‘**Claims**’): 1. Your use of the Services in breach of any laws or regulations; 2. Your breach of clauses 2.2, 6, or 12 of this Agreement; 3. any breach by You of any third party rights (including intellectual property rights); 4. Your willful breach of this Agreement 5. Your breach of clauses 5 or 10 of this Agreement; or 6. any other breach of this Agreement LUCA Plus reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by LUCA Plus in the defense of any Claims. ### 10. CHANGES We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify You by other means. We may also change or discontinue the Services, in whole or in part. It is important that You review this Agreement whenever we modify it because Your continued use of the Services indicates Your agreement to the modifications. ### 11. TERMINATION LUCA Plus may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, effective immediately, in whole or in part, if we determine that Your use of the Services: 1. Violates the Agreement; 2. Is in violation of a law or regulatory requirement; 3. Is in a manner not contemplated by this Agreement; 4. Is improper or substantially exceeds or differs from what would be reasonably considered normal use by other users; 5. Raises suspicion of fraud, misuse, security concern, illegal activity or unauthorised access issues; 6. Is contrary to protecting the integrity or availability of the Services or systems and complying with applicable LUCA Plus policies; or 7. If You no longer agree to receive electronic communications; or 8. If Your use of the Services conflicts with LUCA Plus' interests or those of another User of the Services. Upon Your receipt of LUCA Plus' notice that Your use of the Services has been terminated You must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect LUCA Plus' rights to any payments due to it. Sections 2.2, 3, 4, 6, 8-10, 12 and 13 will survive and remain in effect even if the Agreement is terminated. ### 12. EXPORT RESTRICTIONS You acknowledge that the Services, its related website, online services, and other LUCA Plus Services, including the mobile application, delivered by LUCA Plus are subject to restrictions under applicable Australia export control laws, including Australia trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with Australia laws. You agree that You will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws and regulations, directly or indirectly. ### 13. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION 13.1 This Agreement will be governed by the laws of Victoria, Australia. 13.2 All disputes, controversies or claims in connection with this Agreement or breach thereof (“dispute”), shall be first directed in writing to . We will endeavour to respond to your complaint in writing within 30 business days of receipt. 13.3 If we are unable to resolve the dispute the matter will be referred to the International Chamber of Commerce to be settled, at first instance, under the Rules of Mediation (“ICC Mediation Rules”). 13.4 Failing resolution within 90 days after a request for mediation has been submitted in writing, the dispute will be referred to be settled under the Rules of Conciliation and Arbitration of the International Chamber Of Commerce (“ICC Arbitration Rules”), by a single arbitrator mutually agreed to by the parties appointed in accordance with the ICC Rules. The award by the arbitrator shall be final and binding on the parties. 13.5 In all instances the place of dispute resolution shall be Melbourne, Australia, and all proceedings, including required notices and requests to the parties shall be conducted in the English language. 13.6 Each party may select its own counsel, including foreign counsel to participate on its behalf. 13.7 The parties may engage in mutually agreed to, reasonable discovery subject to the ICC Mediation Rules or the ICC Arbitration Rules. 13.8 Each party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal. 13.9 Notwithstanding the foregoing, the parties agree that each party has the right to seek, to the extent permitted under the laws of Victoria, temporary or permanent injunctive or other similar relief in any court of other authority of competent jurisdiction in respect of any claims of breach of confidentiality or for an order of specific performance or other relief. 13.10 Each party will be responsible for its own costs of dispute resolution. 13.11 LUCA Plus does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. LUCA Plus prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to Your use and access to the Services in Your jurisdiction. ### 14. LANGUAGE Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English. ### 15. GENERAL This Agreement, including the Additional Terms below, is the entire agreement between You and LUCA Plus regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of LUCA Plus. However, LUCA Plus may assign or transfer this Agreement without Your consent to 1. An affiliate; 2. A company through a sale of assets by LUCA Plus; or 3. A successor by merger. Any assignment in violation of this Section shall be void. If You want to request a transfer of this Agreement, contact LUCA Plus via an email to: # LUCA Pay # What is LUCA Pay? `Stressed with bill payments due soon? Frustrated with late payers? Enjoy better cash flow now!` ## Pay Bills #### Pay your bills in 4 installments over 4 months interest-free No big bill surprises, Better supplier relationship, Maintain good credit rating, Boost financial confidence, Low fix fee. ## Get Paid #### You get paid on time because we pay on behalf of your customer No more chasing payments, No more bad debt, Attract more sales,\ Happy customers, No set up requirement, No cost.
# Customer Terms & Conditions This Agreement is between you and LUCA Pay Pty Ltd ACN 647 749 004 (LUCA Pay, we, us, our and can include an Affiliate where applicable). You (or your) means the business identified when an Account is created. Your Account must only be used for business or commercial (and not for personal) purposes. Capitalised terms have special meanings and are defined at the end of this Agreement. ## Accepting this Agreement By clicking to accept these terms and using our Products, you agree to be bound by: * these LUCA Pay Customer T\&Cs (this **Agreement**). This Agreement sets out the terms and conditions of your use of, and access to, our Products; and * our Privacy Policy, which can be found on the website. Please read these documents carefully, and keep a copy for your records. To the extent of any inconsistency between this Agreement and policies incorporated into this Agreement, the incorporated policy will prevail. The headings contained in this Agreement and policies incorporated into this Agreement are for reference purposes only. ## Summary Reading this summary does not replace reading this Agreement in full. * LUCA Pay allows you to pay for purchases (including bills) over 4 instalments, due every 28 days over 4 months. The first instalment is required to be paid at the time of purchase or the due date of the bill. * A Purchase Fee of 4.5% of the total purchase amount is applicable. * LUCA Pay is a product for business purchases only. You must have a valid Australian Business Number in Australia and be registered for Good and Services Tax; (see clause 2.4 for eligibility criteria). * All Orders are subject to our approval – for example, if you have any overdue payments, LUCA Pay may not be available to you. For more information on assessment and checks, see clause 6.2. * We will automatically process payments on the scheduled dates from your Card. If a payment is not processed on or before the due date, Late Fees will apply - see Schedule 1. * We have caps on Late Fees - see clause 4.6. * If you won’t be able to pay us on time, please contact us as soon as possible. * The delivery/quality of goods and all refunds is the responsibility of the Supplier where you make the purchase. |

Important information regarding Card pre-authorisations

As part of our approval process, we may conduct a pre-authorisation on your Nominated Payment Source - see clause 3.1(f).

| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ## 1. This Agreement ### 1.1 Parties to this Agreement (a) This Agreement is a contract between you or your business (‘you’ or ‘your’) and us. (b) You agree that your acceptance of this Agreement, and ongoing use of our Products, shall constitute your acceptance of this Agreement. (c) If you do not want to be bound by this Agreement, you must not make a purchase using our Products. ### 1.2 Changes to this Agreement (a) We may amend this Agreement at any time for any reason including, for example, if we change the functionality of our Products, introduce new products, or as required by law. (b) We will post details of any amendments to this Agreement on our Website. (c) Each time you place an Order you will be asked to agree to the current terms of this Agreement. Please read this Agreement carefully each time you agree to its terms when placing an Order. If you do not agree with the changes, you may close your Account in accordance with clause 3.4. (d) We will not change any terms and conditions for an existing Order that has been accepted by us. The terms and conditions that will apply to an accepted Order (and any steps taken in relation to such Order, eg, cancellation, refunds, etc.) are the terms and conditions that applied at the time you made the Order. ## 2. Our relationship ### 2.1 About us (a) Our Products allow you to buy goods or services offered by online or in-store Suppliers including a Suppliers in an overseas jurisdiction permitted by us. (b) By placing an Order with a Supplier and using our Products, you provide us with unconditional and irrevocable consent and direction to pay (or procure an Affiliate to pay) the Suppliers on your behalf in exchange for your agreement and obligation to repay or pay to us, as principal debtor, in accordance with this Agreement the agreed amounts (which may include any applicable taxes, duties or other related amounts charged by the Suppliers) and on the dates outlined in your Payment Schedule, plus any additional applicable Purchase Fees, including Late Fees if you miss a repayment to us on or before the scheduled date, as set out in clause 4. (c) You acknowledge that we do not have any control over, and are not responsible or liable for, the products or services purchased from Suppliers paid for with our Products. We cannot ensure that a Supplier you are dealing with will complete the transaction. (d) We do not: (i) enter into a partnership, joint venture, agency or employment relationship with you; (ii) guarantee the identity of any Supplier; (iii) determine if you are liable for any taxes; or (iv) collect or pay any taxes on your behalf that may arise from your use of our Products. ### 2.2 Your Consumer Rights (a) As a consumer, you have certain rights under consumer protection legislation (**Consumer Rights**). These Consumer Rights include: (i) statutory guarantees under the Australian Consumer Law that goods will be of acceptable quality, match their description and be fit for any purpose made known to the consumer, and that services supplied will be provided with due care and skill and be reasonably fit for any specified purpose. When a statutory guarantee is breached, consumers are entitled to a range of remedies including, in some cases, damages for reasonably foreseeable losses; and (ii) non-excludable implied warranties that financial services will be provided with due care and skill and that the services and any materials supplied in connection with them will be fit for any specified purpose. (b) Nothing in this Agreement is intended to exclude, restrict or modify any of your Consumer Rights, including by limiting our liability or imposing liability on you in a manner which would be considered unfair under the relevant consumer protection laws. (c) Subject to your Consumer Rights set out in clause 2.2, we do not give any implied warranties or guarantees. (d) We do not give any express warranty or guarantee as to the suitability, reliability or availability of our Products or of the content on our Website. (e) Except as required by law, we do not guarantee continuous, uninterrupted or secure access to our Products, and we make no representations or warranties regarding the amount of time needed to complete processing of Orders or payment transactions. ### 2.3 Your eligibility (a) To be eligible to use our Products you must: (i) have a valid Australian Business Number in Australia and registered for Good and Services Tax; (ii) be capable of entering into a legally binding contract; (iii) have a valid and verifiable email address and Australian mobile telephone number; (iv) have access to a Payment Method, for example by being the holder of a Card; a bank account and (v) in connection with your use of your Account and our Products, use your real business and personal details and not use an alias or false identity (even with the consent of the person whose identity you are using) or provide false, inaccurate or misleading personal details or seek to establish a fake, untraceable or unverifiable Account. (b) The individual operating the Account must be at least 18 years old. (c) By entering into this Agreement, you represent and warrant that you are eligible to use our Products. ### 2.4 Transfers or assignments (a) You cannot transfer or assign any rights you may have under this Agreement without our prior written consent, which must not be unreasonably withheld. (b) We may transfer or assign this Agreement, and any right under this Agreement, to a third party without notice to you or your consent unless the assignment will detrimentally affect your rights under the Agreement (in which case we will seek your consent prior to assignment, which consent must not be unreasonably withheld). You agree that we may appoint third party collections agencies to collect any amounts owing to us under this Agreement without your consent. ## 3. Your Account ### 3.1 Repayment capability and identity checks (a) We reserve the right to verify your identity, including if required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth). (b) You agree to provide any information or documentation reasonably requested by us, a Supplier or a Third Party Supplier to verify your identity in connection with your Account or Orders. (c) You authorise us to make, directly or through third parties, any enquiries we consider necessary to verify your identity and assess your capability to make payments according to the Payment Schedule in relation to all Orders. This may include ordering a credit report, performing other repayment capability checks and verifying information you provide against third party databases. (d) All information that we collect about you and your business or any recipient you nominate, including information collected in connection with the verification of your identity, will be collected, used and stored in accordance with our Privacy Policy. (e) You authorise us (or any third parties providing services on behalf of us) to disclose to third parties, to the extent required by any applicable laws or regulations, any information in relation to you or your Account. In addition, you acknowledge that we reserve the right to report any negative activity on your Account (including late payments, missed payments, defaults or chargebacks) to credit reporting agencies. (f) As part of our approval process and our assessment as to whether or not you have the means to fulfil your obligation to make payments to us according to the Payment Schedule, we reserve the right to conduct a pre-authorisation of your Nominated Payment Source. This may involve placing funds in the account linked to your Nominated Payment Source on hold each time you make an online purchase, obtain a BARCODE or payment link for a purchase or add a new Card to your Account. (g) For online purchases: (i) the pre-authorisation amount will not exceed your first instalment (plus one cent) owed to us for that purchase; and (ii) we immediately instruct your bank to void this pre-authorisation transaction. (h) For in-store purchases: (i) the pre-authorisation amount will not exceed 25% of the value of the transaction (plus one cent); and (ii) where a BARCODE or payment link is obtained but a purchase does not eventuate, we instruct the bank to void the pre-authorisation transaction upon expiry or cancellation of the BARCODE or payment link. No funds are received by us during the pre-authorisation process. We cannot guarantee the time it takes for your bank to process both the pre-authorisation transaction and our voiding of that transaction. In most circumstances, relevant banks will void a pre-authorisation transaction within a few hours of the pre-authorisation transaction being conducted. However, in some observed instances, banks have taken up to fourteen (14) days to finalise this process. Unfortunately, we do not have any control or influence over the timing of your bank’s ability to finalise this process and we make no representations on this subject matter. ### 3.2 Creating your Account (a) We will create your Account when you place your first Order with any Supplier that accepts LUCA Pay. You may also create your Account by visiting our Website. (b) Once your Account is created, you will be prompted to choose and enter a secure password. You may subsequently access your Account, using your secure password, through our Website. (c) You are responsible for maintaining the security of your Account details. We will not take responsibility for unauthorised access and use of your Account unless we have failed to take reasonable steps to prevent such unauthorised access or use. (d) You acknowledge and agree that if a person places an Order by using your Account with your authorisation, that person will be deemed to be you for the purposes of this Agreement. ### 3.3 Your obligations to us as a holder of an Account By holding an Account with us, you must: (a) only use your Account for business or commercial (and not for personal) purposes (b) not use your Account to purchases of goods or services that are prohibited by law in Australia and/or in the country in which the goods or services are being purchased; (c) pay any applicable fees associated with your use of our Products and your Account; (d) not provide us with any information that is false, inaccurate or misleading; (e) ensure any information about you and your business is true, current and complete. If this information changes, you must update it using our Website; (f) provide to us in a timely manner all documentation relating to your identity, if requested by us; (g) not use your Account or our Products for any unlawful, fraudulent or improper activity, including for any experimental, testing or research purposes or otherwise in a manner for which they have not been designed; (h) not permit others to use your Account, or allow anyone else to have or use your Account password details; (i) cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity on your Account; (j) immediately contact us if you believe that your Account may be subject to an unauthorised transaction, account takeover or other type of fraudulent activity or security breach; (k) be aware of and pay any taxes that may apply to your use of our Products; (l) not use any technology to damage, intercept or interfere with our Products or Websites; (m) not create liability for us or cause us to lose (in whole or in part) the services of our Suppliers; and (n) authorise us to disclose Card-related profile and purchase behaviour information to third parties for the purpose of eliminating fraud and illicit behaviour. ### 3.4 Credit balances (a) If You overpay an amount due to us, resulting in your Account having a credit balance, we will not pay interest on that credit balance and we will return that credit balance to you. ### 3.5 Closing your Account (a) You may request to close your Account by contacting us by email or telephone, or via the App. You may only request to close your Account if: (i) all amounts owing to us by you have been paid in full to us; and (ii) no disputes or refunds are in progress. (b) You may not close your Account to evade investigations of any nature. (c) Acting reasonably, we may immediately limit your access to our Products, suspend your Account, or close your Account at any time. This Agreement will continue to apply to any Orders accepted prior to such action by us, until all amounts owing to us by you are received in full. (d) Except as otherwise stated, this Agreement will be terminated once your Account is closed. However, you will remain liable for all outstanding obligations related to the Account even after it has been closed. (e) We will use reasonable endeavours to provide written notice to you before limiting your access to our Products, suspending your Account, or closing your Account, except where doing so may compromise any investigation by us. (f) Where your Account has been closed for any reason, our respective obligations in relation to product returns in clause 5 will only continue until the earlier of: (i) the date on which all amounts you owe to us have been paid to us; or (ii) the date which is 120 days after your last Order or such later date we have agreed with a Supplier or Third Party Supplier where required based on the nature of the goods or services purchased by you. After that time, the Supplier or Third Party Supplier will be solely responsible for processing all product returns and associated refunds. ## 4. Purchases, payments and billing ### 4.1 Order confirmation (a) All Orders which you place with us are subject to our approval, at our reasonable discretion. We may choose not to approve an Order or provide a Product or service to you, or may cancel an approved Order before the goods or services are delivered or supplied. (b) If we cancel an approved Order: (i) we will apply a full refund of any amounts you have paid to us to your Nominated Payment Source or (if that is not possible) to any other Card that you have provided us details of, and will cancel any future payments related to that Order. In the event the approved Order is cancelled because a chargeback has been incurred by us in relation to a payment for the approved Order, that (ii) payment will not be refunded by us. Any return of funds in that event will be as between you and your issuing bank. The Supplier or Third Party Supplier (as applicable) will not be obliged to deliver the goods (or provide the services) the subject of the Order, unless required to do so by law; (iii) you will have no obligation to make any further payments to us, or any other ongoing relationship with us, with respect to that Order; and (iv) if you wish to proceed with the purchase from the Supplier, the Supplier may accept an alternative payment method in its discretion, or if required to do so by law. (c) Once we approve your Order, you will receive an email from us with confirmation of receipt of your Order and a Payment Schedule. ### 4.2 Purchases (a) If you wish to make a purchase using LUCA Pay, you must create an Account, or log in to your existing Account, and request authorisation to make a purchase up to a nominated value via the App or our Website. (b) If your request is approved, you can initiate the payment cycle via the App or our Website which you may use to make a single purchase with a Supplier who offers LUCA Pay up to the nominated value. (c) When your purchase is made in-store, a BARCODE or a payment link will be generated and approved by the Supplier, so you can initiate the payment cycle via the App or our Website. (d) Your first instalment of 25% of the purchase price plus the Purchase Fee will be due and payable at the time of purchase. Payments will be deducted from your Nominated Payment Source in accordance with your Payment Schedule. (e) Once a BARCODE or payment link has been used to make an Order, it cannot be used again, even if the value of the purchase was less than the value of the BARCODE or payment link. (f) Unused BARCODEs or payment links will expire after the due date of the bill if applicable. (g) A BARCODE or payment link must only be used by you as the Account holder. It is your responsibility to keep the BARCODE or payment link secure at all times from theft, fraud, misuse and/or unauthorised use. (h) If the BARCODE or payment link is faulty, or has been lost or stolen prior to its expiry, you can contact us and we will endeavour to cancel it unless it has been used already. (i) To the extent permitted by law, and subject to clause 2.2, we will not be liable to you or anyone else for any losses suffered or incurred due to delay in receipt of, or for any lost or misdirected, BARCODEs or payment link sent to the email address you have provided, or for any losses suffered or incurred due to the theft, fraud, misuse or unauthorised use of the BARCODE or payment link, except to the extent that such losses arise as a result of our negligence, wilful misconduct or breach of this Agreement. ### 4.3 Payment Schedule (a) You agree to ensure that payment(s) are made in accordance with the Payment Schedule. (b) You can make early payments through your Account, please contact us for this to be manually processed. Otherwise, We will automatically process payments in accordance with the due dates stated on the Payment Schedule. (c) You authorise us to process such payments using the Payment Method details provided by you. (d) If an Automatic Payment fails on any of the dates specified in your Payment Schedule, we reserves the right to re-attempt to process the payment at a later time or date. ### 4.4 Automatic Payments (a) You will have the option to select a preferred Payment Method and Nominated Payment Source when your Account is being created. (b) You must be an authorised signatory of the Nominated Payment Source. (c) You can update or change your preferred Nominated Payment Source or Payment Method at any time via your Account. (d) An ‘Automatic Payment’ is a payment, through the Payment Method you have chosen, that we will automatically charge directly to your Nominated Payment Source on a one-time or regular basis in agreed upon amounts as outlined in your Payment Schedule. (e) Subject to the other terms of this Agreement, you consent to, authorise and instruct us to deduct Automatic Payment amounts from your Nominated Payment Source in accordance with your Payment Schedule. You acknowledge that you are giving us the ability to collect or reverse variable payment amounts from or to your Nominated Payment Source, in accordance with your Payment Schedule and the terms of this Agreement. (f) You are responsible for ensuring that you have sufficient funds in your Nominated Payment Source available to make Automatic Payments on the dates specified in your Payment Schedule. (g) You are liable for any fees or charges imposed by your Nominated Payment Source, except to the extent that such fees or charges arise as a result of our error or system failure. (h) If an Automatic Payment fails (for example, if your Nominated Payment Source is a Card which has expired), Late Fees may apply unless you otherwise make the scheduled payment on or before the relevant due date. (i) You authorise us to satisfy any monetary liability you owe us by: (i) debiting your Nominated Payment Source at a later time or date; (ii) debiting any other Card which you have provided details of; (iii) offsetting the payment amount against any amounts we may owe to you; or (iv) any other legal means. ### 4.5 Late Payments (a) If you fail to pay any amounts according to the Payment Schedule, Late Fees will apply on each payment that is due but not received. For the avoidance of doubt, Late Fees will not be applied until the day immediately following the day that the payment is due. (b) We may, at our sole discretion, reasonably delay the application of, or waive wholly or partly, any Late Fee. ### 4.6 Fees and charges The following fees and charges are payable by you for the use of our Products or your Account. | **Fee** | **Description** | | ---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | **Purchase Fee** | 4.5% of the total purchase amount, due and payable with your first instalment of 25% of the purchase price at the time of purchase. | | **Late Fees** |

2% of the overdue instalment, calculated on each consecutive seven (7) days period.

Late fee is payable by you to us if a payment is due from you but not received by us in accordance with the Payment Schedule.

A further 2% is payable by you to us if a payment remains unpaid after seven days from the day the payment was due, and it will keep on accumulating on each consecutive seven (7) days period until the overdue instalment is received.

Late Fees is capped at 10% of the overdue instalment.

| |

Enforcement Expenses

| Enforcement expenses are payable by you to us for any reasonable costs (including charges and expenses and costs in connection with legal and other advisers) that we reasonably incur in exercising our rights to recover amounts due and unpaid under this Agreement. | ### 4.7 Cross Border Transactions Where you use our Products to make a Cross Border Transaction, we will convert what the Supplier charges for the goods or services into your local currency using a retail exchange rate selected by us at our discretion to determine the Original Order Value and the amounts payable by you in accordance with your Payment Schedule. The exchange rate used will change regularly to reflect the currency fluctuations in the foreign exchange market. No set up fees or foreign exchange commission will be applied to the exchange rate applied to perform the conversion. ### 4.8 No set off Despite any other provisions of this Agreement, you must make all payments in accordance with the Payment Schedule and pay all other amounts in full to us under this Agreement without any set-off, withholding or reduction for any reason whatsoever. ## 5. Refunds (a) If you decide to return goods to a Supplier or Third Party Supplier, which have been purchased using our Products, and request a refund, or a return and refund are otherwise accepted by the Supplier or Third Party Supplier or permitted by law, you must arrange the return with the Supplier or Third Party Supplier. (b) You must ensure that the goods are returned according to the Supplier’s or Third Party Supplier’s returns policy or your rights at law. (c) Unless we are notified by a Supplier or Third Party Supplier that a return and refund is in progress, we will continue to process any Automatic Payments in accordance with the dates set out in your Payment Schedule. (d) Until such time that the Supplier or Third Party Supplier has confirmed the return of the goods and has issued a refund to us for those goods, you will remain liable to us for the full payment of the goods, in accordance with your Payment Schedule. (e) Once the Supplier or Third Party Supplier has issued a refund to us for the goods, we will issue a refund to your Nominated Payment Source (or, if that is not possible, to any other Card that you have provided details of) and/or adjust your Payment Schedule appropriately. If the refund is processed to an expired or cancelled Card, you will need to obtain the returned funds by contacting the financial institution that issued the expired or cancelled Card. (f) In the event of partial refunds, refund amounts are taken off the payment/s that are due last, first. (g) Generally, where you wish to return a product 120 days or more after the purchase date, we will no longer have any involvement in the product return process, and the Supplier will provide any agreed refund directly to you. ## 6. Guarantee | **`Guarantors – make sure you understand your obligations under this Agreement. By giving a guarantee you are obliged to pay money if the business does not. Consider obtaining legal or financial advice (or both).`** | | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | (a) The Guarantor guarantees to us due and punctual performance by you of your obligations under this Agreement and indemnifies us against all loss, damage, costs, and expenses suffered or incurred by us because of any breach by you of any of the terms of thisAgreement, except where such loss arises from fraud, negligence or wilful misconduct by us, our employees or a receiver we appoint. (b) This guarantee and indemnity is a continuing guarantee and indemnity (it being the intent of the Guarantor that the guarantee and indemnity will be absolute and unconditional in all circumstances) and is irrevocable. (c) This guarantee and indemnity will not be considered as wholly or partially discharged by the payment at any time of any money on account or by any time, credit, indulgence, or concession extended by us to you, the Guarantor, or any other person. (d) This guarantee and indemnity is a principal obligation and will not be treated as ancillary or collateral to any other obligation to the intent that this guarantee and indemnity is enforceable although any other obligation arising between us and you or any other person becomes in whole or part unenforceable for any reason. (e) This guarantee and indemnity is in addition to and not in substitution for any other rights which we may have. (f) The Guarantor acknowledges that it has made and will continue to make without reliance on us its own independent investigation of the financial condition and affairs of you and assessment of the credit worthiness of you and that we have no duty or responsibility at any time to provide the Guarantor with any information relating to the financial condition and other affairs of you or any other person. (g) We may release or compromise the obligations of any one or more Guarantors, without affecting the liability of the remaining Guarantors. ## 7. Complaints and disputes ### 7.1 Disputes between you and a Supplier (a) If you have a dispute or complaint related to a Supplier or Third Party Supplier, you should file the dispute or complaint directly with that party. ### 7.2 Disputes between you and us (a) If you wish to raise a dispute or submit a complaint to us, you should do so by contacting us using the details listed below. Disputes should be raised with us as soon as possible. Email: Phone: (03) 9005 5308 Mail: LUCA Pay, Suite 302, 432 St Kilda Rd, Melbourne VIC 3004 (b) We will aim to: (i) acknowledge receipt of all complaints within 5 business days; and (ii) resolve all complaints within 21 days. (c) We may request additional documentation from you to assist us in resolving any complaints or disputes, and you must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes. (d) Where we cannot resolve a dispute within 21 days, we will notify you of the reason for the delay as well as an indication of when we expect to resolve the complaint or dispute. ## 8. Notices and Communications ### 8.1 How we will communicate with you (a) This Agreement and any other agreements, notices or other communications regarding your Account and/or your use of our Products may be provided to you electronically. (b) You agree to receive all communications from us in electronic form. Communications will be posted on our Website (where permitted under this Agreement) and/or sent to your email address. (c) Alternatively, we may choose to give notice to you by: (i) serving it personally at, or sending it by post to, your nominated contact address listed on your Account; or (ii) sending it to you via other electronic methods of communication using contact details listed on your Account (including text messages). (d) You consent to us using the contact details you have provided to us to: (i) contact you on an ongoing basis for marketing purposes whether by email, SMS, phone or otherwise (unless you have notified us that you do not wish to receive such communication); and/or (ii) contact you in relation to your Account or our Products you have purchased. (e) You acknowledge that we (or any third party providing services on behalf of us) may monitor or record telephone conversations or electronic communication for quality control and training purposes or for our own protection. ### 8.2 How you can communicate with us (a) Notices Except as explicitly stated otherwise, any notices to us should be given by mail to: LUCA Pay, Suite 302, 432 St Kilda Rd, Melbourne VIC 3004 (b) Other communications If you wish to contact us for any other reason, you can do so on the details below: Email: Phone: (03) 9005 5308 Mail: LUCA Pay, Suite 302, 432 St Kilda Rd, Melbourne VIC 3004 ## 9. General ### 9.1 Transactions and merchant records. (a) You agree that: (i) Supplier records and documents of any transaction with you are evidence of the transaction and of the amount shown; and (ii) we may rely on those records and documents to make decisions about your Account and how we deal with you. ### 9.2 System Outages (a) Access to our Products or our Websites may occasionally be unavailable. To the extent permitted by law, and subject to clause 2.2, we will not be liable for any loss or damage which you may incur as a result of our Products or our Website being unavailable. ### 9.3 Governing Law and Jurisdiction (a) This Agreement is governed by the law in force in Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Victoria, Australia. ### 9.4 Limitation of Liability (a) To the full extent permitted by law, and subject to clause 2.2: (i) Our liability for all claims arising under or related in any way to this Agreement no matter how arising, and whether in contract, tort (including negligence), or otherwise, will not exceed the total value of any affected Order(s), including any payments and Late Fees. (ii) Except for claims arising in respect of clause 9.6, your liability for all claims arising under or related in any way to this Agreement no matter how arising (including the indemnity in clause 9.5), and whether in contract, tort (including negligence), or otherwise, will not exceed the total value of any affected Order(s), including any payments and Late Fees. (iii) Neither party (including in relation to us, our related bodies corporate, or any third party providing services on behalf of us), will be liable for any Consequential Loss arising under or related in any way to this Agreement no matter how arising and whether in contract, tort (including negligence) or otherwise. (b) We and our related bodies corporate, or any third party providing services on behalf of us, and the directors, employees, officers, agents and representatives of them, will not, to the extent permitted by law and subject to clause 2.2, be liable for any loss or damage (including any direct, indirect or Consequential Loss or damage) you or any third party may incur from your purchase or use of any goods or services from a Supplier or a Third Party Supplier, except to the extent that we cause such loss or damage (in which case, our liability to you is limited as set out in clause 9.4(a) above). You acknowledge that any consumer-related claims you may have in respect of the goods or services purchased from a Supplier or Third Party Supplier will be a matter between you and the Supplier or Third Party Supplier, subject to any obligation on us to process refunds and cancel future payments in accordance with this Agreement and our agreement with the Supplier or Third Party Supplier. (c) To the extent permitted by law, a party’s liability to the other party under or in connection with this Agreement is reduced to the extent, if any, to which the other party’s acts or omissions cause or contribute to its own loss or damage. (d) The parties will take all reasonable steps to mitigate any loss incurred by them under this Agreement. ### 9.5 Indemnification (a) You are responsible to us and any of our related companies to the extent they are involved in the provision of the Products or services for any loss, costs (including reasonable legal fees), expense or damage they suffered or incurred: (i) in connection with any claim or demand made by any third party due to or arising out of your breach of this Agreement, or your breach of any law or of the rights of a third party relating to your use of our Products or Website; and (ii) as a direct or indirect consequence of unauthorised users accessing your account as a result of your negligence. To the extent that clause 9.5(a) gives non-party rights, LUCA Pay contracts as trustee of the rights given under that clause. (b) Your liability under clause 9.5(a) will be reduced proportionately to the extent that we, its contractors or agents: (i) caused or contributed to the relevant claim, demand, loss or damage; or (ii) failed to take reasonable steps to mitigate the relevant claim, demand, loss or damage. ### 9.6 Breach relating to misuse of the Products (a) You acknowledge that we can rely on all information you provide to us, including your identity information, and that your use of your Account and our Products will be for the intended purpose. (b) You acknowledge that a breach by you of any obligation in this Agreement could cause significant detriment to us and our related bodies corporate, and that monetary damages may not be sufficient to remedy that detriment. (c) You irrevocably consent to us or any of our related bodies corporate seeking and obtaining injunctive relief to obtain relevant documents from you to prevent such a breach, or orders of specific performance to compel compliance, in addition to any other remedies available at law or in equity. (d) This clause 9.6 survives termination of this Agreement. ## Definitions **Account** means an account that we create to uniquely identify you and to enable you to use our Products. **Affiliate** means a related body corporate or related entity of LUCA Pay, including one in another jurisdiction. **Agreement** means this agreement and its schedule, together with any policies and documents incorporated by reference. **App** means the LUCA Pay App. **Card** means any Australian card issued by Visa or MasterCard, excluding Gift Cards and other prepaid cards. **Consequential Loss** means any loss, damage or costs incurred that is: (a) indirect or consequential; and (b) any loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity other than in respect of any such losses incurred by us directly in respect of this Agreement. **Consumer Rights** has the meaning given in clause 2.2. **Fees** means any fees charged by us, as described in this Agreement, including Late Fees. **Cross Border Transaction** means an Order where the Supplier is in an overseas jurisdiction permitted by LUCA Pay. **Gift Card** means a stored value or prepaid card which, when activated: (a) can be used to purchase services or merchandise from suppliers; (b) may not be redeemable for cash; (c) may be capable of being used on multiple occasions; (d) is marketed solely as a gift card; (e) is not a component of another financial product; and (f) prominently displays or permits the prominent display on the card or mechanism either: (i) the expiration date; or (ii) the number of months following purchase that such card or mechanism expires (along with room to write the purchase date on such card or mechanism). For the avoidance of doubt, Gift Cards include both open loop and closed loop prepaid cards. **Guarantor** means jointly and severally each person who at any time guarantees your obligations under this Agreement. **Late Fees** mean the fees set out in clause 4.6. **Nominated Payment Source** means the Card you have nominated to make payments from. **Order** means a request submitted by you to us, to use an LUCA Pay Product to pay for goods or services offered by a Supplier or to pay for a Third Party Supplier. **Original Order Value** means the total cost of your Order displayed to you in the LUCA Pay payment window (before any refunds may be applied). **Payment Method** means any payment method accepted by LUCA Pay from time to time. **Payment Schedule** means, in relation to an Order, a list of payment amounts that we are entitled to receive from you, and the relevant due dates of each payment. **Products** mean the payment products and associated services offered by us from time to time. **Purchase Fees** mean the fees set out in clause 4.6. **Supplier** means an online or in-store merchant with which we or our Affiliates have a supplier agreement and whose goods or services may be purchased by you using our Products. **Third Party Supplier** means our third party supplier of goods and services available through our Websites. **Website** means [www.LucaPay.com](http://www.LucaPay.com) and any other website operated by us, including the App. # Supplier Terms & Conditions ## 1. This Agreement ### (a) **How this Agreement works** (i) This Agreement is a contract between You and Luca Pay Pty Ltd (ACN 647 749 004) (we / us / our). (ii) You agree to be bound by the terms of this Agreement by either: (A) signing this Agreement in wet ink or electronically (including by clicking to accept its terms), or (B) by using Luca Pay’s Services. (iii) If You do not accept the terms of this Agreement, You must not use Our Services. (iv) Schedule/s to this Agreement form part of the Agreement. (v) Capitalised terms have special meanings and are defined at the end of this Agreement, or throughout the Agreement. ### (b) **Luca Pay’s Services** (i) Our Services allow Customers to pay for goods or services offered by You. Luca Pay may permit You to use Our Services online and/or in-store. When Your Customers make an authorised Luca Pay Purchase, we will pay You on behalf of that Customer in accordance with the terms of this Agreement, in exchange for the Customer agreeing to repay the amounts to us in accordance with our agreement with the Customer. (ii) We will assume all risk in collecting payments from Customers that make Luca Pay Purchases, except where liability transfers to You in accordance with clauses 2(b)(v), 2(b)(vii) and 5(a)(ii) of this Agreement. (iii) We have no obligation to supply our Services, and You may not permit Customers to make Luca Pay Purchases, until You have completed and returned to us upon request if applicable: (A) the AML Documentation; and (B) a direct debit request, (collectively, the Required Documentation), and we have verified the Required Documentation. (iv) You agree to provide all information and do all other things reasonably required by us in order to enable us to verify the Required Documentation promptly. ### (c) **Luca Pay policies** (i) We will provide the Services in accordance with Luca Pay’s Privacy Policy, which can be found on Luca Pay’s website. (ii) To the extent of any inconsistency between this Agreement and Luca Pay’s Privacy Policy, this Agreement will prevail. (iii) Luca Pay may update Luca Pay’s Privacy Policy from time to time and Luca Pay’s Privacy Policy will be available on Luca Pay’s website. (iv) We may require access to data, including personal information, held by you. You must provide access to the data if reasonably requested. ### (d) **Changes to this Agreement** Luca Pay may amend this Agreement by giving You no less than 30 days’ written notice prior to the effective date of the proposed change. If You do not want to continue receiving the Services as a result of any such change You may terminate this Agreement in accordance with clause 9(b). You will be deemed to have accepted any change notified to You on the earlier of: (i) Your written acceptance of the change; or (ii) the effective date of the change (provided this Agreement has not been terminated before the effective date of the change). ## 2. Your Obligations ### (a) **General obligations** (i) You agree to comply with any reasonable direction given by us in respect of the integration of the Service on Your Website and/or in-store (as applicable). (ii) If You have implemented the Service other than in accordance with the materials that Luca Pay has provided to You, You must obtain written approval from a Luca Pay representative before You allow Customers to make Luca Pay Purchases. (iii) Once the Required Documentation has been verified, You must make Luca Pay available for use by Customers on Your Website and/or in-store (as applicable) as soon as reasonably practicable or as otherwise agreed by Luca Pay in writing, acting reasonably. (iv) You must continue to allow Customers to make Luca Pay Purchases as permitted under this Agreement as long as this Agreement remains on foot, except: (A) during any period of suspension imposed by us in accordance with the terms of this Agreement; or (B) as otherwise agreed by us in writing, acting reasonably. (v) You must not provide Customers with any information about Luca Pay, the Service or our Services that is false, misleading or inaccurate. Without limiting this clause, You must not make any warranty, representation or statement to any Customer relating to Luca Pay, the Service or our Services (including that the Service is available for the purchase of any Goods to be Delivered to a location outside of Australia), other than those: (A) contained in this Agreement; (B) included on Luca Pay’s website; or (C) included in materials provided to You by Luca Pay, as these may be updated from time to time, or as otherwise expressly permitted by Luca Pay in writing. (vi) You agree to comply with any reasonable directions given by Luca Pay to display promotional materials on Your Website and/or in-store (as applicable) and any reasonable directions given by Luca Pay to remove such promotional materials from display, or to change the manner in which they are displayed. Any such materials may be provided by or on behalf of Luca Pay. (vii) Without limiting clause 2(a)(vi), You must: (A) include on Your Website and/or in-store (as applicable) a description of the Service in such terms as may be otherwise provided or approved by us in writing; (B) (where relevant and technically possible) present such description and option on Your Website as may be provided or approved by us in writing from time to time; (C) comply with any reasonable directions we give about how any description of the Service is to be displayed on Your Website and/or in-store (as applicable); (D) promptly comply with any reasonable direction we give You to modify, replace or remove any description of the Service displayed on Your and/or in-store; and (E) not provide any description of the Service which does not comply with this clause 2(a)(vii), or has not otherwise been approved by us in writing. (viii) If we are concerned that any content or materials displayed on Your Website or in-store does not comply with clause 2(a)(v) or 2(a)(vii) above, we may request that You modify or delete the relevant content or materials, or remove them from display. You must comply with any request made under this clause as soon as practicable and, at the latest, within 7 Business Days of the request. (ix) You must cooperate with us to promptly resolve all disputes with Customers (including where necessary, taking any action reasonably directed by us). (x) You must comply with all Relevant Laws in fulfilling Your obligations under this Agreement in relation to each Luca Pay Purchase, and in relation to the Goods or Services. You must assist us to comply with our obligations under any Relevant Laws as reasonably directed by us. We may suspend our performance of the Services to You, if we reasonably believe that making a payment or processing the Luca Pay Purchase in connection with this Agreement may breach any Relevant Law. (xi) You must not provide us with any information that is false, inaccurate or misleading. (xii) You must not use any technology (device, software or hardware) to damage, intercept or interfere with our Services, or any software or technology that we use to provide the Services. (xiii) You must notify us of any intention to commence advertising or offering Restricted Goods or Services for sale. (xiv) You must not allow Customers to purchase gift cards (or cash or cash equivalents) via Your Website or in-store using Luca Pay. ### (b) **Obligations in respect of Luca Pay Purchases** (i) When a Customer makes a Luca Pay Purchase, Luca Pay's systems will promptly issue or withhold Approval Confirmation. (ii) For online Luca Pay Purchases Approval Confirmation will be issued directly to You. (iii) For in-store Luca Pay Purchases the Customer will be issued with a barcode or payment link via email which they will present to You in-store. You must scan the QRcode for Approval Confirmation, after which you may Deliver the Customer's Goods. Only one barcode may be accepted per in-store Luca Pay Purchase. (iv) Subject to clauses 2(b)(v) and 2(b)(vii), where a Customer makes an online Luca Pay Purchase, You must use best endeavours to ensure that all Goods or Services are Delivered to the Customer promptly, and within the expected Delivery period as represented to the Customer at the point of sale (up to a maximum of 14 days). Where a Customer makes a Luca Pay Purchase in- Store, the Goods must be Delivered (or provided) to the Customer immediately after Approval Confirmation, unless You expressly agree an alternative Delivery time with the Customer. (v) You must only Deliver or provide Goods or Services to a Customer after you have received Approval Confirmation. Luca Pay will not be liable to You for Goods Delivered or provided without Approval Confirmation. (vi) Despite 2(b)(v)), if You receive Approval Confirmation after Goods have been Delivered then this Agreement will apply in accordance with its terms in respect of that Luca Pay Purchase (including clauses 4(b) and 5(a)). (vii) If a Customer refuses to pay us on the basis that Goods have not been Delivered, we may ask You to provide us with proof of Delivery. If we make such a request, You must: (A) for Goods that are goods: notify us via the phone or by email of the shipping carrier name, tracking number and confirmation that the Goods were Delivered to the address specified by the Customer when making the Luca Pay Purchase; and (B) for Goods that are services: provide proof of supply of the services. (viii) If You do not provide us with the above information, or otherwise demonstrate to our reasonable satisfaction that the Goods have been Delivered to the Customer, within two (2) Business Days of our request, then: (A) You must refund to us any Settlement Amount we have paid You, and reimburse us any chargeback fees we may incur, in connection with the relevant Luca Pay Purchase, and we may elect to be paid such amounts in accordance with clause 4(a)(iii); (B) we will refund to the Customer any amounts paid by the Customer to us in connection with the Luca Pay Purchase; (C) the entire right, title and interest in respect of, or in connection with, the Payment Rights relating to the Goods will be re-assigned to You upon our receipt of the Settlement Amount from You; and (D) we will have no further liability to You in connection with the Luca Pay Purchase. (ix) You must not increase the Sale Price or Shipping Costs, or otherwise charge a Customer any other fees or increase the overall cost to the Customer because the Customer has elected to use Luca Pay as their method for payment. You are responsible for ensuring that appropriate insurance policies are in place for Your Delivery of the Goods to Customers. Luca Pay will not be responsible for any damage caused to Goods that are goods during Delivery, or any loss or damage caused in connection with the supply of Goods that are services. (x) You must not accept payments or ongoing repayments for any Goods on our behalf. Any sums received by You shall be managed in accordance with clause 4(b)(ii). ### (c) **Transfers or assignments** (i) You may not transfer or assign any rights You may have under this Agreement without our prior written consent, not to be unreasonably withheld. (ii) We may transfer or assign this Agreement, and any right under this Agreement, to a third party, and we will notify You in advance of such a transfer or assignment. ### (d) **Intellectual Property** (i) Except as expressly provided in this Agreement, neither party will acquire any rights in respect of the Intellectual Property of the other. Neither party may use the Intellectual Property of the other party in any way except: (A) with the prior written approval of the other (such approval not to be unreasonably withheld), and in accordance with the terms of any such approval; or (B) as specifically authorised in this Agreement (including this clause 2(d)). (ii) We grant You a non-exclusive, non-transferable, revocable and royalty free licence to use and reproduce: (A) the Luca Pay Trade Marks; and (B) any other Luca Pay Intellectual Property provided to You in connection with this Agreement, solely in connection with Your performance of Your obligations under this Agreement, and as permitted under this Agreement or any other written directions we may give You, including any use guidelines that we may notify to You from time to time. We confirm that Luca Pay will not revoke this licence in a manner inconsistent with Your rights and obligations under this Agreement. (iii) You must submit each proposed application or use of Luca Pay Intellectual Property to us for written approval prior to use, except to the extent that such use is expressly permitted under this Agreement or otherwise expressly agreed in writing by Luca Pay. For the avoidance of doubt, you may use content provided by us which incorporates Luca Pay Intellectual Property (including any approved description of the Service provided by us and any promotional materials) without our consent, provided You use such content solely for the purposes of this Agreement, and in accordance with this Agreement. (iv) You must immediately discontinue the use or display of any Luca Pay Intellectual Property, or change the manner in which the Luca Pay Intellectual Property is used or displayed whenever we reasonably request that You do so. Without limiting this clause 2(d)(iv), if this Agreement is amended to remove Your right to offer the Service online or in- Store, you must immediately discontinue the use or display of any Luca Pay Intellectual Property associated with the discontinued right, and must return any associated: (A) promotional materials; or (B) other content or materials incorporating Luca Pay Intellectual Property, to Luca Pay, unless otherwise agreed in writing by Luca Pay. (v) Except as expressly provided in this Agreement, You may not do any of the acts and will not have any of the powers referred to in section 26 of the *Trade Marks Act 1995* (Cth). (vi) You permit Luca Pay to use Your name, logo and details of Your Website in any of Luca Pay’s marketing materials, including via posts on social media (including but not limited to Facebook, Twitter, LinkedIn, Wechat and Instagram), and in directory listings of Luca Pay’s Merchants. You also agree that we may use one image from Your Website in our directory listings of Luca Pay merchants. You agree to obtain on our behalf any third party consents or licences required to enable us to use such an image as contemplated by this Agreement, without attribution, and without charge to us. If You notify us that You would like Your name, logo and/or details of Your Website removed from this marketing material, or would prefer us to use a different image in our directory listings, we will do so as soon as reasonably possible. (vii) You further agree that we may share, re-post and otherwise use any images and other content You include on Your social media accounts or pages on our websites, social media accounts and pages, without Your consent, and without any payment to You, provided we: (A) credit You as the source of such image or content, or include any other statement of attribution that You reasonably require; and (B) promptly remove or alter such image or content at Your written request. ## 3. Software licence (i) We grant You a non-exclusive, non-transferable, royalty-free licence (without any right to sublicense) for the term of this Agreement to use in Australia all software provided by us under this Agreement solely to the extent required for the performance of Your obligations and Your receipt of the Services under this Agreement. (ii) To the maximum extent permitted by law, and subject to clause 10(b)(i): (A) any software that we provide to You is provided on an ‘as is’ basis; and (B) we exclude all representations and warranties, whether express or implied, regarding the software, and give no undertaking or assurance in respect of, the performance of the software or its reliability, accuracy, adequacy or completeness (including whether it is error free and will provide continuous, uninterrupted or secure access to the Services). (iii) You must not copy, modify, alter or amend or use for any other purpose any such software without our express prior written consent, and must not supply that software to any third party without our prior written consent. (iv) On termination of this Agreement, You must permanently delete all copies of the software in Your possession or control. ## 4. Fees, billing and payments ### (a) **Fees, billing and payments** (i) All payments made under this Agreement must be made in Australian dollars. (ii) You must pay Luca Pay the Fee for each Luca Pay Purchase if applicable, which will be calculated as follows: #### *Not applicable* (iii) Luca Pay may, at its sole discretion: (A) debit Your nominated Account in accordance with your direct debit request, or (B) set off against any amounts we are obliged to pay to You under this Agreement, all amounts owed by You to us under this Agreement (including, without limitation, any Fees, Refund Amounts and Customer Payments which You are liable to pay us under this Agreement). (iv) You authorise us to debit Your Account for the amounts set out in clause 4(a). (v) The Fee is not refundable unless paid incorrectly or a refund of the Fee is otherwise required by law. ### (b) **Payments from us to You** (i) We will pay You the Settlement Amount relating to Luca Pay Purchases in accordance with this clause 4(b) and clause 4(a)(iii)(B). (ii) If, for any reason, You receive any part of a payment relating to an Luca Pay Purchase directly from a Customer (**Customer Payment**): (A) You will promptly notify us of the details of the Customer Payment, including the identity of the Customer, the Goods or Services to which the Customer Payment relates, and the amount of the Customer Payment; and (B) If we have effected a payment to You in respect of that Luca Pay Purchase, You will hold the full amount of the Customer Payment for our benefit until the Customer Payment is paid to Luca Pay by You. Luca Pay may elect to be paid the Customer Payment in accordance with clause 4(a)(iii). (iii) Payments of the Settlement Amounts will be made by us on or before the payment due date. These payments will be made daily, per every single transaction of the Settlement Amounts for each Luca Pay Purchases so due, and paid on a net settlement basis and by direct transfer of immediately available funds to Your nominated Account. (iv) If, despite clause 1(b)(iii) You permit Customers to make Luca Pay Purchases before Verification has been completed, we may withhold payment of any Settlement Amount due to You until Verification has been completed. ### (c) **GST** (i) All amounts specified in this Agreement are exclusive of GST. (ii) If GST is payable as a consequence of any supply made (or deemed to be made) by one party to the other in connection with this Agreement, the party receiving the supply must pay to the party making the supply an amount equal to the GST payable in respect of the supply (**GST Amount**) in addition to the Fees or other due consideration (if any) required to be paid under any other provision of this Agreement. (iii) Despite any other provision of this Agreement, if either party is required to reimburse or indemnify the other party for any costs, expenses or other amounts, the amount to be reimbursed or indemnified must be reduced by any part which is recoverable as an input tax credit by the party which incurred it (or a representative member of that party's GST group). (iv) Each party must ensure that each invoice it presents to the other party under this Agreement in respect of any GST Amount is a valid tax invoice. Despite any other provision of this Agreement, each party's obligation to pay an invoice presented under this Agreement is conditional upon the other party's compliance with this clause 4(c) in respect of that invoice. (v) Terms used in this clause 4(c) (including ‘supply’, ‘consideration’, ‘representative member’, ‘tax invoice’ and ‘GST group’) have the same meaning as defined in the GST Law. ## 5. Payment, returns and refunds by Customers ### (a) **Obligations in respect of returns, refunds and chargebacks** (i) Your policies and agreements (including Your refund policy) with a Customer must comply with Relevant Laws and You must consider any Customer's request for Return in good faith and in accordance with Your policies and the Relevant Law. You will be responsible for processing any Returns in accordance with Your policies. (ii) Subject to clause 5(a)(v), if Goods are Accepted for Refund (in whole or in part), by You then any Refund Amount due in relation to the Return is owed to Luca Pay and not the Customer. You must promptly upon receipt of the returned Goods (and, at the latest, within 3 Business Days of such receipt), inform us via phone or email. For the avoidance of doubt, all Luca Pay Purchases that are Accepted for Refund (in whole or in part) must, subject to clause 5(a)(v), be refunded via the Luca Pay tender type. If a refund for such Goods is processed using another payment method, You will be liable for any Customer payments owed for the Goods or Services which are more than 14 days overdue. (iii) You will be liable to us for the sums to be refunded to the Customer if You Accept for Refund (in whole or in part) any returned Goods. We may recover those sums in accordance with clause 4(a)(iii). (iv) If You agree with a Customer that You will provide them with a Discount, or agree to Refund any part of the Sale Price for any reason, in respect of any Goods: (A) if we have effected a payment to You in respect of those Goods, You will be liable to us for the amount of that Discount or Refund on the applicable payment date and we may recover those sums in accordance with clause 4(a)(iii), or set-off those sums against any future payment we make to you; or (B) if we have not effected a payment to You in respect of those Goods, the amount of the Discount or Refund will be deducted from the Settlement Amount relating to those Goods payable by us to You; (C) Luca Pay will: (I) cancel any future payments due by the Customer to Luca Pay; and/or (II) refund to the Customer any amounts paid by the Customer to Luca Pay, as required in order to ensure that the Customer receives the agreed Discount or Refund. Any refund due to the Customer will be issued in accordance with our agreement with the Customer. (v) If Your policies permit Returns to be made later than 120 days after purchase, the terms of this clause 5 shall not apply and Luca Pay shall have no liability to You in respect of Returns made later than 120 days after purchase. You must deal directly with the Customer with respect to such Returns and the associated Refund. Any assistance we may provide to You to effect payments to Customers for any Refunds or Discounts for such Goods (despite this clause 5(a)(v)) shall be at our discretion. (vi) Any dispute between You and Luca Pay in relation to the acceptance for Refund of any returned Goods and the payment of the unaccepted Refund Amount will be resolved in accordance with clause 7. (vii) If a Customer raises a dispute with You in relation to a Luca Pay Purchase, we may withhold payment of any disputed amounts (or, in the absence of a liquidated figure, such amount as Luca Pay reasonably considers may be disputed) until the dispute is resolved. (viii) Nothing in this clause will prevent any Customer from exercising any other rights in respect of the Return of any Goods (including for the exchange or repair of the Goods) or store credit for the Goods. ### (b) **Assignment of Payment Rights** (i) In respect of each Luca Pay Purchase made by a Customer, at the time the Luca Pay Purchase is made, You absolutely and unconditionally assign to us, and we immediately acquire, Your entire right, title and interest in respect of, or in connection with, any present or future payment obligation of the Customer to pay the Sale Price and any Shipping Costs under, or in connection with, Your contract for the sale of the relevant Goods with the Customer (including all of your rights, powers and remedies, and all proceeds or damages to be paid, collected, received or recovered, in respect of any such payment obligation) (**Payment Rights**). (ii) We may, at or after the time we acquire the Payment Rights, take any step to perfect or protect our right, title and interest in such Payment Rights, (including without limitation, executing any assignment instrument or other document and performing any act, matter or thing, giving notice to any Customer of the assignment by You to us of the Payment Rights and/or that they should make all payments in respect of the relevant Luca Pay Purchase to the account or in the manner specified to them by us, and/or giving notice of our interest in and title to any Payment Rights to the relevant Customer or any other interested person) and You irrevocably and for valuable consideration appoint us and each of our authorised representatives severally as Your attorney to do so, and You agree to do anything we reasonably ask You to do (such as signing documents, including notices to Customers or other interest persons) to assist us exercise our rights, powers and remedies under this clause. (iii) Terms used in this clause that are not otherwise defined have the meanings given in the *Personal Property Securities Act 2009* (Cth) (PPSA). You agree that we may register a security interest in respect of the Payment Rights acquired by us under this Agreement in one or more of the following collateral classes: (A) chattel paper; and (B) account, and we will, if required by You, provide You with a letter confirming that we have no interest pursuant to this Agreement in any of Your assets not forming part of the Payment Rights and consent to the disclosure of this Agreement, at Your discretion, to verify this. You irrevocably and unconditionally waive Your right to receive any notice from us that is required by any provision of the PPSA, including a notice of a verification statement. (iv) If any Goods are Accepted for Refund by You, the entire right, title and interest in respect of, or in connection with the Sale Price component of the Payment Rights relating to those Goods will be re-assigned to You at the time You accept Return of those Goods. Upon payment to us of the Refund Amount, our respective obligations in respect of the Sale Price will be discharged in full (including that we will be released in full from any relationship with You in respect of the Sale Price component of the Payment Rights relating to those Goods). ## 6. Confidentiality (i) Except as expressly permitted or required by this Agreement, each party must not use any of the other party's Confidential Information. (ii) Except as expressly permitted or required by this Agreement, each party must not disclose to any other person any of the other party's Confidential Information. (iii) Each party may disclose the Confidential Information of the other party: (A) when required to do so by Relevant Law or any regulatory authority or registered stock exchange; (B) to a director, officer, employee, agent or contractor of the first party whose duties reasonably require such disclosure, provided such person has agreed to keep the information confidential; (C) to its professional advisers, investors or financiers (or potential investors or financiers), who have agreed to keep the information confidential; and (D) when reasonably necessary for the purposes of any legal or arbitral proceedings involving the first party or any of its related bodies corporate. (iv) Each party must take all reasonable steps to ensure that no Confidential Information of the other party is used, directly or indirectly, in any way that is detrimental or adverse to the other party and that each person to whom any Confidential Information of the other party must be or has been disclosed does not use or disclose such Confidential Information except as is consistent with these confidentiality commitments. (v) Each party must take steps no less rigorous than those which it takes in respect of its own information to prevent any unauthorised use, disclosure or loss of, or unauthorised access or damage to, the Confidential Information of the other party under its possession or control. ## 7. Disputes (i) We will use reasonable endeavours to: (A) Acknowledge receipt of all complaints by You within 2 Business Days. (B) Resolve all complaints by You as quickly as practicable and, in any event, within 15 Business Days. This may not be possible in all circumstances. (ii) If You wish to raise a dispute or submit a complaint to us, You must contact us using the details listed below, or any alternative contact details we provide to You for this purpose from time to time. Such disputes must be raised with us as soon as is practicable and not later than 14 days after You become aware of the grounds for dispute. Email: Mail: Luca Pay, 121 King Street, Melbourne VIC 3000 (iii) We may request additional documentation from You to assist us in resolving any complaints or disputes (including Customer complaints and disputes), and You must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes (including Customer complaints and disputes). (iv) Where we cannot resolve a dispute with You within 15 Business Days, we will notify You of the reason for the delay as well as an indication of whether we believe that: (A) we are able to resolve the dispute and, if so, an indication of the further time that we estimate this will take; or (B) we will not be able to resolve the dispute, in which case You may pursue Your rights under Relevant Law with respect to the dispute. ## 8. Suspension (i) In addition to our rights in this Agreement, we may suspend Your access to the Services immediately (or from such other date as we may nominate) by giving You written notice if: (A) You have breached, or we reasonably suspect that You have breached, any provision of this Agreement; (B) You undergo a change of ownership or control and we are unable to verify Your new ownership; or (C) we reasonably consider your behaviour to be suspicious. (ii) This suspension will remain in place until: (A) in relation to clause 8(i)(A), You have rectified the breach to our reasonable satisfaction or You have proven, to our reasonable satisfaction, that You did not breach the Agreement; (B) in relation to clause 8(i)(B), we are able to verify Your new ownership; (C) in relation to clause 8(i)(C), You have, to our reasonable satisfaction, provided an explanation for any suspicious behaviour; or (D) this Agreement is terminated in accordance with clause 9. (iii) Without limiting Your other obligations under the Agreement, while any suspension is on foot, You must promptly comply with all reasonable directions that we give regarding Your advertisement and offer of the Service, including Your use of Luca Pay Intellectual Property. ## 9. Termination ### (a) **Termination for cause** (i) Either party may terminate this Agreement immediately (or from such other date as it may nominate) by giving the other party written notice of termination if: (A) the other party breaches any provision of this Agreement, and: (I) such breach is incapable of remedy; or (II) the other party has failed to remedy such breach within 14 days of the date of a written notice issued to it by the first party requiring rectification of the breach; (B) the other party engages in any fraudulent activity or conduct; (C) Luca Pay ceases providing the Services; (D) the other party is unable to perform its obligations as a result of a force majeure event, and such event continues for a period of 30 days; or (E) the other party is the subject of an Insolvency Event. (ii) In addition, we may terminate this Agreement immediately (or from such other date as we may nominate) by giving You written notice of termination if: (A) we reasonably believe that Your consumer agreements with Customers do not reflect the original basis of our contracted agreement (including, without limitation, where You change Your policies in any way that affects the ability of any Customer to Return any Goods in the manner intended under this Agreement); (B) we reasonably believe that You have breached any of the warranties in clause 10(a)(ii) on a repeated basis; (C) You are offering for sale or selling Restricted Goods or Services through Your Website or in-store; or (D) You undergo a change of ownership or control. ### (b) **Termination for convenience with notice** Either You or Luca Pay may terminate this Agreement for any reason by giving at least 14 days’ prior written notice. ### (c) **Termination or suspension without notice** We may terminate or suspend this Agreement at any time without notice if we consider it reasonably necessary to avoid loss to you or us, to comply with a regulatory or legal requirement, or to protect the integrity of our systems, including if we suspect fraudulent activity. ### (d) **Consequences of termination** (i) Termination of this Agreement does not affect any right or obligation which arose under this Agreement before such termination or which arises in respect of any Goods that are returned after such termination, and is without prejudice to the parties' other rights and remedies. For the avoidance of doubt, Luca Pay's rights under clause 4(a)(iii) and 4(a)(iv) continue in relation to Customer Payments received by You, and Refunds approved by You, after termination. (ii) Upon termination of this Agreement for any reason: (A) each party must promptly return to the other any Confidential Information or property of the other in the first party's possession or control; (B) all rights and licences granted under this Agreement will terminate immediately, except as expressly provided in this Agreement, and You must: (I) immediately cease using all Luca Pay Intellectual Property, including by removing all references to Luca Pay from Your Website and in-store; and (II) comply with Your obligation in clause 3(iv). (iii) Any amounts owing to You under this Agreement which are due to be paid to You after the date of termination may be withheld until we are satisfied that the obligations in clause 9(d)(ii)(B) have been met. (iv) Without limiting the other provisions of this Agreement, clauses 4(a)(iii) and 4(a)(iv), 4(b)(ii), 5(a), 6, 9(d), 10 and 11 of this Agreement, and all other terms which by their nature are required to survive termination of this Agreement, will survive termination of the Agreement. ## 10. Warranties, Liability and Indemnity ### (a) **Your representations and warranties** (i) You warrant and represent to us that: (A) the assignment of the Payment Rights to us under this Agreement will constitute a true sale of those Payment Rights to us by way of an absolute assignment, and is valid and binding on You and is enforceable against You and all other third parties; (B) You have not done and will not do anything to prevent any amounts owing to us in connection with a Luca Pay Purchase from being valid and enforceable against the relevant Customer; (C) You control the content of the Website; (D) all information You provide in the Required Documentation, or otherwise provide to us in connection with this Agreement, is complete, current and correct; and (E) the person who: (I) completed the Required Documentation; and (II) entered into this Agreement on Your behalf, was duly authorised to do so and to bind You. (ii) In addition, You make the following representations and warranties to us in relation to each Luca Pay Purchase: (A) You do not know of or have any reason to suspect any fraud or suspicious activity relating to the Luca Pay Purchase, and neither You nor Your employees or agents have concealed or otherwise failed to disclose to us any information of which You or Your employees or agents have become aware is contrary to any of the statements made in the Luca Pay Purchase or in any other information or documentation provided by You to us, or otherwise engaged in any fraudulent conduct in connection with the Luca Pay Purchase; (B) the Luca Pay Purchase represents a bona fide sale of the Goods by You in the ordinary course of Your business, the information You provide lists all Goods involved in the Luca Pay Purchase, and only Goods sold by You are the subject of the Luca Pay Purchase; (C) You have Delivered or have arranged for Delivery of, all the Goods involved in the Luca Pay Purchase; (D) the Goods, at the time they were Delivered to the Customer, were fit for any particular purpose which the Customer made known to You or Your agents or employees; (E) in relation to Goods that are goods: (I) the Customer has, or will have, title to the Goods listed and clear of all encumbrances, liens and claims; (II) the Goods, at the time they were Delivered to the Customer, were of merchantable and acceptable quality; and (III) the Goods match any sample or demonstration model shown to the Customer; and (F) in relation to Goods that are services: (I) the Goods have been, or will be, provided with due care and skill; and (II) the Goods will be Delivered within the agreed time frame, or within a reasonable time frame if no time has been agreed for provision of the Goods; and (G) You have not sought or obtained, and will not seek or obtain, any special arrangement or condition from, nor discriminated in any way against, the Customer with respect to the terms of the Luca Pay Purchase. ### (b) **Limitation of Liability** (i) The limitations on Luca Pay's liability contained in this Agreement are made to the extent permitted by law, and subject to clause 10(b)(i). For the avoidance of doubt, nothing in this Agreement is intended to limit our liability or impose liability on You in a manner which would be considered unfair under the relevant consumer protection laws. (ii) Subject to clause 10(b)(iii) below, and to the extent that the Relevant Laws permit us to do so, Luca Pay limits its liability in connection with the Non-Excludable Rights (including its liability for breach of any implied condition or warranty) to, at our option: (A) in the case of services: (I) the re-supply of the relevant services; or (II) the payment of the cost of having the relevant services supplied again; and (B) in the case of goods: (I) the replacement of the goods or the supply of equivalent goods; (II) the repair of the goods; (III) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (IV) the payment of the cost of having the goods repaired. (iii) To the full extent permitted by law, and subject to clauses 10(b)(i) and 10(b)(ii): (A) Luca Pay will not be liable for any loss or damage which You may incur as a result of our Services being unavailable, except where such loss or damage arises as a result of our negligence, wilful misconduct or breach of this Agreement; (B) Luca Pay's liability for all claims no matter how arising, whether in contract, tort (including negligence), or otherwise, will not exceed $5,000. For the avoidance of doubt, this does not limit Luca Pay's obligations to pay You any Settlement Amount due to You under the Agreement, or Luca Pay's liability to You under clause 10(b)(ii); and (C) Luca Pay and its related bodies corporate, or any third party providing services on behalf of Luca Pay, will not be liable to You for any Consequential Loss. (iv) To the extent permitted by law, a party's liability to the other party under or in connection with this Agreement is reduced to the extent, if any, to which the other party's acts or omissions cause or contribute to its own loss or damage. (v) The parties must take all reasonable steps to mitigate any loss incurred by them under this Agreement. ### (c) **Indemnification** (i) You indemnify and hold harmless Luca Pay and our related bodies corporate and their respective officers, directors, employees and agents from and against all claims, actions, losses, offsets, liabilities, damages, judgments, amounts paid in settlement, costs and expenses (including reasonable legal fees and disbursements and collection fees) resulting from or arising in connection with: (A) any transaction, contract, understanding, promise, representation, warranty or other relationship, actual, asserted or alleged, between You and any Customer relating to the Luca Pay Purchase or the Goods or Services; (B) any Goods or Services (including, without limitation, any product liability or warranty claim relating to those Goods, any claim that the supply of the Goods breaches a statutory guarantee, and any claim by the Customer relating to the quality or sufficiency of the Goods); and (C) any false or misleading representation or fraudulent conduct by You or Your officers, directors, employees or agents in connection with a Luca Pay Purchase or any related Goods, the Services, or any related matter. (ii) This indemnity is a continuing obligation, independent of Your other obligations under this Agreement and continues after this Agreement ends. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity under this Agreement. However, we will not exercise the right of indemnity under clause 10(c) where it relates to a particular Customer's Luca Pay Purchase until after we have raised the relevant issue with You for discussion, and You have had a reasonable time to respond or to remedy the issue with that Customer to our reasonable satisfaction. (iii) To the extent that the indemnity in clause 10((c) is in favour of a person other than Luca Pay, we contract as trustee of the rights under the indemnity. ## 11. General ### (a) **Notices** Any notice given or served under this Agreement must be sent to the recipient at the email address specified by the recipient from time to time. ### (b) **Relationship of the parties** Luca Pay does not: (i) enter into a partnership, joint venture, agency or employment relationship with You; (ii) guarantee the identity of any Customer who may place an order to buy goods or services from You or assume any other responsibility for that Customer other than as set out in this Agreement; or (iii) determine if You are liable for any taxes, or collect or pay any taxes that may arise from Your use of our Services. ### (c) **Trust** If You enter into this Agreement as a trustee of a trust, You: (i) represent and warrant that You enter into this Agreement for a proper purpose of the trust; (ii) have power and authority under the trust to enter into and perform Your obligations under this Agreement; (iii) have the right to be indemnified fully out of the trust property before the trust’s beneficiaries for all liabilities You incur under or in connection with this Agreement; and (iv) must not (without our prior written consent) distribute any capital of the trust, retire as trustee or be replaced as trustee, re-settle the trust, amend the trust deed of the trust or otherwise vary the terms of the trust, grant a security interest over any of the assets of the trust, or breach any terms of the trust; and (v) You must provide immediate written notice to us if any of the events in this clause occurs. ### (d) **Governing Law and Jurisdiction** (i) This Agreement is governed by the law in force in Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia. (ii) The arrangements for the sale and purchase of any Goods is a separate consumer contract between You and the relevant Customer and that the Customer’s rights and remedies as a consumer in respect of that sale and purchase (including any Return of those Goods or Discount You may offer) are as between You and the Customer, to the exclusion of Luca Pay (to the maximum extent permitted by law). ### (e) **Entire Agreement** This Agreement replaces any and all previous executed contracts in place between the parties relating to its subject matter. ### (f) **Waiver** A failure to exercise or a delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. ### (g) **Severability** If any provision of this Agreement is found to be invalid or unenforceable: (i) the remainder will remain effective and enforceable to the fullest extent permitted by law; and (ii) the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible, in order to enable the transactions contemplated in this Agreement to be fulfilled to the fullest extent possible. ## **Definitions** **Agreement** means this agreement and any Schedule/s to this agreement, together with any policies and documents incorporated by reference. **AML Documentation** means any documentation we request from you from time to time, to conduct anti-money laundering and counter-terrorism financing checks. **Business Days** means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in Victoria. **Confidential Information** means any information in respect of a parties business and affairs other than information which has come into the public domain. **Consequential Loss** means any loss, damage or costs incurred that is: (i) indirect or consequential; and (ii) any loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity. **Customer** means a person or entity that purchases Goods from You using Our Services. **Delivered** means physical delivery of the Goods from the Supplier to the Customer **Discount** means a deduction from the usual cost of the services or products provided. **Fee** means any fees charged by us, as described in this Agreement. **Goods** means goods and / or services supplied by You. **GST Law** means A New Tax System (Goods and Services Tax) Act 1999 (Cth). **Insolvency Event** means the happening of any of the following events: (a) a person is unable to pay its debts as they fall due, or is unable to certify that it is able to pay its debts as they fall due; (b) a person commits an act of bankruptcy; (c) a person is, or is deemed or presumed by law or a court to be, insolvent; (d) an application is made to a court for an order, or an order is made, appointing a liquidator, provisional liquidator in respect of a person (or proceedings are commenced or a resolution passed or proposed in a notice of meeting for any of those things); (e) proceedings are initiated with a view to obtaining an order for a person’s winding up or similar process, an order is made or any effective resolution is passed for a person’s winding up, or a person is deregistered or dissolved; (f) except to reconstruct or amalgamate while solvent on terms approved by us, a person enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement, or composition with, or assignment for the benefit of, all or any class of its creditors, or a person proposes a reorganisation, moratorium or other administration involving any class of its creditors; (g) a controller is appointed to take over, or takes possession of, any of a person’s assets or undertaking; (h) a person takes any step to obtain protection, or is granted protection, from its creditors under any applicable legislation, or an administrator is appointed to a person; or (i) anything analogous or having a substantially similar effect to any of the events specified above happens in respect of a person under the law of any applicable jurisdiction. **Intellectual Property** means in relation to a party, that party's trade marks, logos, business names, analysis, business methods, compilations, data, structures, trade secrets, operations and affairs, processes, management systems, systems used in the generation of business, organisational structure and reasons therefore, whether in printed, magnetic or electronic form, or on film. #### **Luca Pay** means Luca Pay Pty Ltd (ACN 647 749 004). **Luca Pay Purchases** means purchases made by Customers to purchase Goods from you which are wholly or partly financed by our Services. **Luca Pay Trade Marks** means Luca Pay logos registered with IP Australia. **Non-Excludable Rights** means any condition, warranty, right, or guarantee, the exclusion of which would cause part or all of the Agreement to be void. **Refund Amount** means the transacted amount returned to its original party. **Relevant Laws** means any relevant law, regulation, code, ordinance, rule or other legislative instrument, or guideline issued by a regulator or statutory authority, or relevant industry codes. **Restricted Goods** means Goods that we inform you from time to time are restricted. **Return** means the return of Goods. **Sale Price** means the price of Goods supplied by You to the Customer. **Services** means Luca Pay's services that allow Customers to pay for goods or services offered by You. # Fees There are additional charges when you apply using a Credit Card as follows * For Australian Credit Cards 4.5%. * For Foreign Credit Cards 4.5% + 2% conversion will be charged.