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: [e-mail]

Phone: [phone]

Mail: LUCA Pay, 121 King Street, Melbourne VIC 3000

(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, 121 King Street, Melbourne VIC 3000

(b) Other communications

If you wish to contact us for any other reason, you can do so on the details below:

Email: [e-mail]

Phone: [phone]

Mail: LUCA Pay, 121 King Street, Mlbourne VIC 3000

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 and any other website operated by us, including the App.