Karta Mastercard Gift Card Terms & Conditions  

Mastercard Physical Gift Card & Pays-Enabled Card Terms & Conditions

For the purpose of these terms:

• ‘We, Us and Our’ and ‘Karta’ means 545490 Pty Ltd trading as Karta Co, ABN 83 648 605 225;
• ‘AML/CTF Legislation’ means the Anti-Money Laundering and Counter- Terrorism Act, 2006 (Cth).
• ‘Device’ means any mobile phone or wearable device.
• ‘You’ means the recipient of the Gift Card;
• ‘Pays’ means Apple Pay^® or Google Pay^®;
• ‘Karta App’, means the application/App on Device that allows you to store a Card to the Device;
• ‘Gift Card’, ‘Card’ or “Mastercard Gift Card” means the physical and/or the digital Karta Mastercard Gift Card with Pays-enabled issued, and distributed by 545490 Pty Ltd trading as Karta Co, ABN 83 648 605 225; and
• ‘NFC’ means Near Field Communication and includes any NFC device embedded in the Gift Card.

Background

By using or attempting to use a Gift Card, or by making a transaction enquiry, exercising any right to redeem value loaded on a Gift Card or adding the Gift Card into a Pays-enabled device, you:

1.  agree to be bound by these Terms and Conditions;
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2.  warrant to us that you will comply with these Terms and Conditions and all applicable laws and that the Gift Card will not be used in any manner that is unlawful, misleading, deceptive, unfair or otherwise harmful to consumers; and  

3.  acknowledge that you have read and understood:

• the Karta Privacy Policy, available at https://www.karta.com.au/privacy; and
• the Gift Card Terms of Use, available at https://www.karta.com.au/terms-of-use

4.      Nothing in these Terms and Conditions is intended to exclude, restrict or modify any rights or remedies you may have under the Australian Consumer Law (ACL) or any other law that cannot be excluded, restricted or modified. To the extent of any inconsistency, those rights and remedies prevail over these Terms.

How the Card works and where you can use it

5.       The Gift Card is a Mastercard prepaid Gift Card that can be used for purchasing goods and services, where the Gift Card is accepted for electronic transactions (excluding transactions at ATMs or over the counter at financial institutions). The Gift Card can be used like a debit card and cannot be linked to any deposit account. Please note, some merchants may choose to not accept the Gift Card.  

6.        The Gift Card cannot be used to make transactions that exceed the Gift Card’s available balance. To complete such a transaction, you will need to pay the difference by another method, if the merchant agrees.  

7.        The Gift Card is not reloadable and may be subject to value limits. Once a Gift Card is activated, you cannot subsequently add value to it. It is only valid and useable until the expiry date shown on the Gift Card or in the Karta App. Both the Gift Card and the value on the Gift Card have an expiry (which is a minimum of 36 months from date of activation).  

8.        The Gift Card will be activated at time of purchase. There may be a delay with the Gift Card activating in the system once purchased. During this delay, the Gift Card cannot be used for purchases or transaction enquiries.

9.        The Physical Gift Card can be used in merchant stores or once it has been loaded onto a Device via Karta App.

10.        The Gift Card can only be used subject to a merchant's terms and conditions. Authorisations may be declined at some merchants (such as gambling merchants or other gift card providers, merchants who we choose not to accept or those that do not accept the Gift Card). We are not liable in any way when authorisation is declined for any particular transaction, except where the authorisation has been declined because of an act or omission on our part.

11.        Your Gift Card should be treated like cash.

12.        Your Gift Card may not be used for any direct or recurring debit payments or for any mail or telephone order transactions.

Fees

13.        A Purchase Fee applies and will be charged at the time of purchasing the Gift Card, this fee is additional to the value of the Gift Card.

Your Obligations

14.        You are responsible for all transactions on the Card that you authorise or otherwise consent to. You will not be liable for losses arising from unauthorised transactions where:

• it is clear that you did not contribute to the loss; or 
• the loss is caused by our fraud, negligence or system error or malfunction. 

15.        If you notice any error, unauthorised transaction or suspected compromise relating to the Card or your Device, you should immediately notify Customer Service by sending an email to support@karta.com.au.  

16.        If you have a problem with a purchase made with the Card, or a dispute with a merchant, you must deal directly with the merchant involved. If you cannot resolve the dispute with the merchant, you can contact us by sending an email to support@karta.com.au. 

17.        You are responsible for checking your transaction history, and for knowing the available balance, date of expiry and PIN for the Card, all of which are available to you on your Device.

Loss, Misuse or Theft  

18.        Treat your Gift Card like cash, lost or stolen Gift Cards will not be replaced or refunded.

19.        A Gift Card will only be reissued if it is proven to be faulty or damaged as a result of gift card production process.

Liability

For clarity, this Liability section is subject to clause 4 and your Non Excludable Rights (as defined in clause 22 a.).

20.        If you added the Gift Card into Apple Wallet or Google Wallet on your Device, we are not liable in circumstances where you have other cards stored on your Device for payment and you inadvertently use a different Card when using your Device as a payment method. You must ensure that you select the correct card prior to using your Device as a payment method. We note split payments online or via physical POS payments are dependent on merchant discretion. Karta is not liable in circumstances where split payments are not accepted.    

21.        We are not liable for:

• the use, functionality or availability of a Device, the availability of merchants who allow the use of the Gift Card as payment, or a reduced level of service caused by the failure of third-party communication and network providers (except to the extent deemed liable under the ePayments Code); and/or
• temporary interruptions in service due to failure beyond our or their control including, but not limited to, the failure of interconnecting operating systems, computer viruses, forces of nature, labour disputes and armed conflicts.  

22.       You may be responsible for losses resulting from unauthorised transactions on your Card if we can show, on the balance of probabilities, that:

• you acted fraudulently; or
• you failed to take reasonable steps to keep your Device and any Card details or security credentials safe, or unreasonably delayed in notifying us after becoming aware of the loss, theft or compromise of your Device or Card details, including by allowing others access to, or the means to access, your Device or otherwise allowing others to circumvent the security measures of your Device.
• However, you will not be liable to the extent the loss was caused by our acts or omissions or by circumstances outside your reasonable control.

23.       To the extent permitted by law:

• Nothing in these Terms excludes, restricts or modifies any consumer guarantees, rights or remedies you may have under the ACL or any other law that cannot be excluded, restricted or modified (Non Excludable Rights).
• Except in relation to Non Excludable Rights, and to the maximum extent permitted by law:
                        I.   we exclude all other warranties, conditions and representations (whether                            statutory, express or implied) in connection with the Card and any related services;                            and 
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                       II.   our liability to you arising out of or in connection with the Card or these Terms                            (whether in contract, tort including negligence, under statute or otherwise) is                            limited, at our option, to:
  ‍
                                i.   in the case of services – resupplying the services or paying the cost of                                    having the services resupplied; and
                               ii.   in the case of goods – replacing the goods, supplying equivalent goods, or                                   paying the cost of doing so.
• We do not exclude or limit our liability to the extent it results from our fraud, wilful misconduct or gross negligence.
• Except in relation to Non Excludable Rights, we are not liable for any loss of profit, loss of opportunity or any indirect or consequential loss.

Our Rights

24.        We may restrict, halt or stop the use of the Card where we reasonably suspect suspicious or illegal activities or a material breach of these Terms, or where required or permitted by law. Wherever reasonably practicable and permitted by law, we will notify you of any such action and our reasons for it. 

Refunds

25.        Any refund in relation to goods or services purchased using the Card will be handled by the relevant merchant in accordance with that merchant’s refund and returns policy and your rights under the ACL. Nothing in these Terms limits any rights you have under the ACL or other applicable law that cannot be excluded.

26.        Where you are entitled to a refund under the ACL or other applicable law, the refund may be provided by the merchant or by us, and may be processed:

• by crediting the amount back to your Card balance; or
• by another method agreed with you (for example, a bank transfer or replacement Card),

in each case at no extra cost to you.

27.        If the Card expires or is revoked while there is any balance on the Card (including any amount resulting from a refund), you will lose those funds.

Queries and Complaints

28.        If you have a query about the Gift Card, you should initially contact Karta at support@karta.com.au  

Privacy and Information Collection

29.        Information may be disclosed to third parties about the Gift Card, or transactions made with the Gift Card, whenever allowed or required by law, and also where necessary to operate the Gift Card and process transactions. A full Privacy Policy can be viewed on the Karta website at https://www.karta.com.au/privacy. Karta may collect your personal information:  

• to identify you;
• to provide information about a product or service;
• to consider your request for a product or service;
• to provide you with a product or service;
• to assist in arrangements with other organisations in relation to the promotion and provision of a product or service or suspend its operation until it is provided;
• to perform administrative, reporting and operational tasks (including systems development and testing, staff training, and market or customer satisfaction research);
• to prevent or investigate any fraud or crime (or a suspected fraud or crime); and
• as required by relevant laws and scheme rules.

Where you do not provide some or all of the information requested by Karta, we may be unable to provide you with a product or service.

Providing your information to others

30.        Karta may provide your information:

• to another member of its group;
• to any outsourced service providers (for example mailing houses, data switch service companies);
• to regulatory bodies, government agencies, law enforcement bodies and courts;
• to other parties as is authorised or required by law; or
• to participants in the payments system and other financial institutions for the purpose of resolving disputes, errors or other matters arising out of your use of the Gift Card or third parties using your Gift Card or Gift Card information.

Contact Us

31.        Please contact us if you have any questions or comments about our privacy policies and procedures. We welcome your feedback.

Complaints

32.        Additionally, if you wish to make a general complaint about our services, please contact us directly at support@karta.com.au addressing your complaint to the Complaints Officer. If you need to resolve an issue or make a complaint about how we collect, use or store your personal information, please contact us directly at support@karta.com.au addressing your complaint to the Privacy Officer.  

If you are not satisfied with our response, you can contact the Office of the Australian Information Commissioner as follows:

(a) GPO Box 5218, Sydney NSW 2001
(p) 1300 363 992
(e) enquiries@oaic.gov.au
(w) www.oaic.gov.au (where you can make a complaint online)

Anti-Money Laundering and Counter Terrorism Financing, and its associated rules, regulatory guides and regulations. (“AML”)

33.        You acknowledge and agree that:

• where required, you will provide to Karta all information reasonably requested by Karta in order for us to comply with the fraud monitoring and anti-money laundering and counter terrorism financing obligations imposed on us pursuant to the AML/CTF Legislation;
• where you do not provide Karta the information required above, we may refuse to provide You with our services;  
• Karta may be legally be required to disclose information about you to regulatory and/or law enforcement agencies;
• Karta may block, delay, freeze or refuse any transactions for legitimate business, prudential or regulatory reasons, where Karta considers reasonable grounds exist to believe that the relevant transactions are fraudulent, in breach of the AML/CTF Legislation or any other relevant law or term within this agreement;
• where transactions are blocked, delayed, frozen or refused by us, you agree that Karta is not liable for any  loss  suffered by you or other third parties arising directly or indirectly because of Karta taking this action; and
• where required, Karta will monitor all transactions that arise pursuant to your use of the Gift Card in accordance with the obligations imposed on Karta in accordance with the AML/CTF Legislation.

Changes to Terms and Conditions

34.        We may change or add to these Terms and Conditions at any time and any changes to these Terms and Conditions can be viewed on the Karta website. By continuing to use the Gift Card, the website or the Karta App, you will be deemed to accept any variation of these terms. We will make any changes in accordance with any applicable legislation and industry codes. If we believe a change is unfavourable to you, we will usually give you 7 days' notice or no notice if the change is in accordance with law and industry codes. 

Applicable law

35.        These Conditions of Use are governed by the laws of New South Wales, Australia. You and we submit to the non exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them. This does not limit any rights you may have under the ACL to bring a proceeding in another court or tribunal with jurisdiction.

Reasonable Use

36.        You agree to use the Card and our services in a lawful manner and not in a way that is fraudulent, abusive or unreasonably impacts the use and enjoyment of our services by other customers.

37.        We may suspend, restrict or refuse access to the Card or our services where we reasonably believe this is necessary:

• to prevent or investigate suspected fraud, unlawful activity or a breach of these Terms;
• to comply with our legal or regulatory obligations (including AML/CTF obligations); or
• to protect the security or integrity of our systems.

38.        Wherever reasonably practicable and permitted by law, we will notify you of any suspension or restriction and our reasons for it, and we will lift the suspension as soon as the reason no longer applies.

39.        Any action we take under this clause will be proportionate to the risk and will not affect any rights you have under the ACL or other applicable law, including your rights to access any remaining Card balance.

We aim to provide a quality service to all our clients at all times. This reasonable use requirement is designed to ensure that no customer is unfairly disadvantaged by the behaviour of other customers.

Rewards Service Terms & Conditions

1. Definitions

• ‘Activation’ means the activation by a Cardholder of their Gift Card.
• ‘Activation Link’ means a unique link for a Cardholder to activate and claim their Gift Card.
• ‘Affiliate’ means, with respect to a Party, any person, firm, corporation, partnership, limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with a Party.
• ‘Amex’ means American Express Australia Limited.
• ‘App’ means the Karta and/or Special mobile app (as the case may be) through which Recipients may set up their Cardholder accounts, receive and activate Gift Cards, and in which the Gift Cards are managed & stored.
• ‘Australian Privacy Law’ means all laws relating to the processing of Personal Information applicable to that Party, including but not limited to the Privacy Act 1988 (Cth) and Spam Act 2003 (Cth), and all other laws that apply to the privacy, protection and processing of any Personal Information from time to time.
• ‘Branding and Scheme Rules’ means the Mastercard, Visa and Amex card rules and regulations.
• ‘Cardholder’ means a Recipient who has activated their Gift Card.
• ‘Claim Period’ means the period(s) set out in Item 1 of Schedule 1.
• ‘Client-branded’ means Gift Cards which are branded with the logos or trademarks provided by the Client as part of the Client Materials.
• ‘Client Materials’ means any logos, trademarks, advertising content, images, photographs, artistic depictions, catch phrases, text, video, data, QR codes, store locations or other material necessary for Karta Ops to provide the Services, and provided by or on behalf of Client to Karta Ops for the purposes of this Agreement.
• ‘Closed-Loop Card’ means stored value or prepaid cards or other electronic or digital stored value payment mechanisms.
• ‘Co-branded’ means Gift Cards which are both Client-branded and also branded with Mastercard or Karta-branded
• ‘Confidential Information’ means any non-public information relating to either party which is disclosed to the other party, whether disclosed before or after the date of this Agreement. Confidential Information does not include information that:
  a) enters the public domain, other than as a result of a party’s breach of this agreement; or
  b) was, at the time it was first disclosed to a party, already in the lawful possession of that party.
• ‘Control’ means, with respect to:
  a) a corporation, the ownership directly of fifty percent (50%) or more of the voting power to elect directors thereof; and
  b) any other entity, power to direct the management of such entity.
• ‘Device’ means a mobile phone or wearable device on which the Digital Wallet is installed.
• ‘Digital Wallet’ means the mobile app or service on a Device that allows users to store or make transactions, such as Apple Pay (provided by Apple Inc.) or Google Wallet (a trademark of Google LLC).
• ‘EFTPOS” means eftpos Payments Australia Limited
• ‘Fee’ means the amounts payable by Client specified in item 2 of Schedule 1 in consideration of the Services.
• ‘Funding Account’ means the account described in clause 4(c).
• ‘Gift Card’ means the digital wallet-enabled non-reloadable prepaid card with the features specified in the Specification issued by Karta, including the Open-Loop Card, Closed-Loop Card, and Special Gift Card.
• ‘GST’ means goods and services tax that is charged under the GST Law.
• ‘GST Law’ means A New System (Goods and Services) Act 1999 (Cth).
• ‘Insolvency Event’ in relation to a Party means
  a) that Party disposes of the whole or a material part of its assets, operations or business other than in the normal course of business or as part of a voluntary liquidation for the purpose of amalgamation or reconstruction where a new company assumes all of the Party’s obligations under this Agreement;
  b) that Party makes an assignment for the benefit of creditors or holds any meeting of creditors, proposes to enter into any arrangement or composition with its creditors (including any deed of company arrangement under the Corporations Act 2001 (Cth));
  c) that Party ceases to be able to pay its debts as and when they become due;
  d) any step is taken by a mortgagee or other creditor to enter into possession of or dispose the whole or any part of that Party’s assets or business;
  e) that Party ceases or threatens to cease carry on business, or becomes insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth), or suffers any analogous event; or
  f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person for the whole or any part of that Party’s assets or business, or application is made or a resolution is passed or attempted to be passed for it to be put into liquidation or provisional liquidation.
• ‘Intellectual Property’ means any and all
  a) patents, patent disclosures, ideas and inventions (whether patentable or not),
  b) marks, trade dress, trade names, logos, corporate names and domain names, and other designations of source, sponsorship, affiliation or origin, together with all related goodwill,
  c) copyrights, copyrightable works and other works of authorship (including computer programs), mask works, data, data collections and databases,
  d) trade secrets, know-how and other confidential or proprietary information,
  e) moral rights, and
  f) any and all other intellectual property rights arising in Australia or any other jurisdiction throughout the world, in each case whether registered or unregistered and including all related rights of priority under international conventions, all pending and future applications and registrations and continuations, divisions, continuations-in-part, reissues, extensions, substitutions, re-examinations and renewals thereof, and all similar or equivalent rights or forms of protection in any part of the world.
• ‘Karta’ means 545490 Pty. Ltd. (ABN 83 648 605 225), trading as Karta Co, which is the issuer of all Gift Cards and an Affiliate of Karta Ops.
• ‘Karta Ops branded’ means Gift Cards which are branded with Karta-Ops or its Affiliate’s logos or trademarks.
• ‘Karta Privacy Policy’ means the Karta Ops and Affiliate Privacy Policy located at https://www.karta.com.au/privacy
• ‘Load’ means the creation or establishment of a Gift Card by way of adding Load Value to that Gift Card.
• ‘Load Value’ means the total amount of value added to a Gift Card.
• ‘Mastercard’ means Mastercard International Inc and its Affiliates.
• ‘Open-Loop Card’ means a general use prepaid card (including any stored value product, service and/or card, that utilizes a card number, voucher number or reference number as part of the activation process) issued by a bank or other financial institution that participates in a Network and that is redeemable for products or services at multiple, unaffiliated merchants that are participating members of the Network and who elect to accept such branded prepaid cards as payment.
• ‘Personal Information’ has the meaning given in applicable Australian Privacy Law from time to time, and includes any information or opinion in any form, whether recorded or not, about an identified individual or an individual who is reasonably identifiable and which the Parties collects or accesses pursuant to this Agreement.
• ‘Network’ means each payments network that is open to all participating merchants, including Visa, MasterCard and EFTPOS.
• ‘Portal’ means a webpage accessible by Client using secured login credentials which allows Client to setup and run a Gift Card campaign.
• ‘Recipient’ means a Cardholder who has received a Gift Card.
• ‘Service(s) means the services described in Item 2 of the Summary Sheet.
• ‘Special Gift Card’ means digital or physical gift cards owned and operated by Special.com.au Pty Ltd, an Affiliate of Karta Ops.
• ‘Tax Amount’ means GST, sales taxes, use taxes, value added taxes, or comparable taxes.
• ‘Visa’ means Visa Inc and its Affiliates.
• ‘Website’ means www.karta.com.au or any website owned and operated by Karta Ops or its Affiliates
• ‘Work Order’ means a work order in the form of the Work Order Form.
• ‘Work Order Form’ means the form set out in Schedule 3.

2. Work Order

a) To place a Work Order for Gift Cards, Client can either:
        i) email Karta Ops using the Work Order Form rewards@karta.com.au; or
       ii) Request Karta Ops to send anonymous links to Client and Client will send out the links to its customers.

b) The Client warrants and represents that all the information provided to Karta Ops in a Work Order is correct and accurate. Subject to any negligence or fraud, Karta Ops is not responsible for the non-delivery of Gift Cards to Recipients due to having received incorrect information in respect of  the Recipients. Should there be any errors in relation to information provided by the Client in a Work Order, Karta Ops will work with the Client in good faith to correct and update the information and to facilitate the prompt delivery of the Gift Card to the affected Recipient(s).

c) Karta Ops is not obligated to accept any Work Order and Karta Ops may accept or reject a Work Order for any reason. In such an event, Karta Ops shall promptly provide the Client with a written explanation for its refusal to accept a Work Order setting out the reasons for any such refusal.

d) Once Karta Ops accepts a Work Order, Karta Ops will (and is authorised by the Client to) draw an amount from the Funding Account that represents the total Load Value of the Gift Cards specified in the Work Order plus the associated Fees for that Work Order. Karta Ops will send a tax invoice to the Client for all Work Orders accepted by Karta Ops in the preceding month. The tax invoice will be sent to the Client within 14 days of the end of the preceding month or upon request by Client for a specific Work Order.

e) Work Orders must be complete and submitted to Karta Ops before 2.00pm AEST. Work Orders received after this time will be deemed received on the next business day. In the instance of a Work Order being received after 2.00pm on a Business Day prior to a public holiday or weekend, the Work Order will be processed the next business day after the public holiday or weekend.

f) A Work Order will be deemed to have been completed on the Business Day after the last day of the Claim Period.

3. Data Protection and Privacy

a) The Parties agree and acknowledge that they are separately and independently responsible for complying with Australian Privacy Law in relation to the Personal Information in its possession and which it obtains as a result of this Agreement. Each party will provide the other party any co-operation reasonably requested to enable the other party's compliance with this clause.

b) Each Party warrants and undertakes to process any Personal Information in compliance with all applicable privacy laws, regulations, orders, standard and amendments.

c) The Karta Privacy Policy applies to all interactions with the Website, App, Portal and all other related sites, services, and applications operated or provided by Karta Ops or its Affiliates.

4. Payment Terms and Billing

a) The amount of Fees and how they are to be paid by the Client are set out in item 2 of Schedule 1.

b) All Fees charged are expressed excluding any Tax Amount which, if applicable, shall be added at the appropriate rate. These taxes shall be collected and remitted pursuant to applicable law.

c) Prior to placing a Work Order, the Client must establish and maintain a Funding Account. with Karta Ops containing a balance that sufficiently covers the following:
        i) the total Load Value of all Gift Cards the Client expects or anticipates ordering under a Work Order; and
       ii) the total Fees required to be paid in relation to the Gift Cards the Client expects or anticipates ordering under a Work Order,
      The Client may deposit funds into the Funding Account by direct deposit to Karta Ops’ bank account. Karta Ops shall provide the Client with the Karta Ops’ bank account details.

5. GST

a) If an amount of GST or any taxes related to transactions between Client and Karta Ops,
        i) the recipient of the supply must pay, in addition to the consideration payable or to be provided for the supply, an additional amount equal to consideration paid or payable multiplied by the prevailing rate of tax which applied to the supply at the time of supply; and
       ii) the recipient must pay the additional amount to the supplier at the time of issuance of Tax Invoice.
      iii) both parties acknowledges that it is registered for GST purposes and will notify the other party immediately in the even that it ceases to be so registered.

b) If an adjustment event varies the amount of tax payable in respect of a supply by the recipient under this Agreement, the recipient must adjust the amount payable by the supplier to take account of the adjustment event unless prevailing tax laws stated otherwise. Any payment under this clause is to be treated as an increase or decrease of the Tax Amount.
        i) Where a party is required in accordance with this Agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed will be the sum of
       ii) the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party is entitled; and
      iii) if the payment or reimbursement is subject to GST or prevailing tax, an amount equal to that GST or prevailing tax.

c) If payments under this Agreement are subject to withholding tax, the Client is entitled to deduct the appropriate amount from payments to Karta Ops. Client shall
        i) promptly and accurately submit any necessary filings and remit all applicable taxes to the appropriate taxing authority,
       ii) provide Karta Ops with copies of all documents evidencing the withholding and remittance of all applicable taxes to the appropriate tax authorities in a timely manner.
        The parties agree to work together on reducing or avoiding any withholding tax according to applicable law.

6. Client Materials and Intellectual Properties

a) The Client agrees to:
       i) make available the Client Materials required for Karta Ops to perform the Services under this Agreement;
      ii) grant to Karta Ops, for the duration of the term of this Agreement only, a non-exclusive, non-transferable, royalty-free, worldwide licence to publish and use the Client Materials for the purposes of this Agreement, including to provide the Services, create campaigns and market the Client’s business and Karta Ops’ business relationship with the Client; and
     iii) obtain Karta Ops’ written approval (which approval shall not be unreasonably withheld) before publicly using any advertising, sales promotion, press releases, or other publicity matters in which a Gift Card or a visual representation, depiction or mock-up of a Gift Card is displayed (especially if that depiction bears a logo, trademark, copyright, or other intellectual property of Karta Ops).

b) Nothing in this Agreement or otherwise shall give the Client any right, title to, or interest in the intellectual property of Karta Ops. Karta Ops warrants to the Client that it owns all rights, title, interest, copyright and other worldwide intellectual property rights in and to the Services, App, Website.

7. Confidentiality

a) Each party shall:
        i) treat all information disclosed under this Agreement and its terms and conditions as confidential and shall not disclose the same to any third party;
       ii) ensure that its respective agents, employees, representatives and subcontractors shall comply with this clause; and
      iii) not use such information other than is necessary for the purpose of performing its commitments or exercising its rights under this Agreement.

8. Terminations

a) Either Party may terminate this Agreement immediately on written notice to the other Party, if:
        i) the other Party materially breaches this Agreement and (if remediable) fails to remedy that breach within fourteen (14) calendar days of a written request to do so; or
       ii) the other Party’s financial situation significantly deteriorates, including but not limited to, becoming or is declared insolvent or bankrupt, or makes an assignment for the benefit of its creditors (‘Insolvency Event’); or
      iii) Either Party wishes to terminate this Agreement for convenience, without cause or reason, at any time during the term of this Agreement with 30 days’ notice by writing to the Other Party.

b) This Agreement shall terminate on the date of termination specified in the written notice of termination. The parties shall mitigate any losses attributable to the early termination of this Agreement and Karta Ops shall cease all work and the provision of any Services under this Agreement effective upon the date of receipt of the notice of termination from the Client with exception of:
        i) Emails which already sent to intended recipient prior to notice of termination. Client agrees to allow these emails to be active and Karta Ops to service these activation post notice of termination until email expiry date; and
       ii) Any gift cards already claimed prior to notice of termination shall continue to be active till it is either fully redeemed or expiry already occurred, whichever occurs first.

c) The notice of termination may be sent via email and shall be deemed to have been received on the same day as the email was issued. The Client shall only be liable to pay Karta Ops for any monies reasonably outstanding and any fees or cost relating to unexpired gift cards and unclaimed email activation link, if any, as at the date of receipt of the notice of termination. Any monies standing to the credit of the funding account shall be refunded to the Client after reconciliation and confirmation by both sides.

d) The expiration of the Term shall not affect Cardholder’s usage of the Gift Cards. The following provisions shall survive termination: Clause 6, Clause 7, Clause 9 and Clause 11

9. Limitation of Liabilities

a) Each Party’s annual liability to pay compensation or similar under this Agreement shall be limited to an amount corresponding to two (2) times the Fees paid or payable by Client in the twelve (12) months preceding any claim.

b) Except in the case of wilful misconduct, gross negligence or fraud, in no event shall either Party or its affiliates be liable to the other Party or its affiliates for any special, indirect, incidental, consequential or exemplary damages, including without limitation, lost savings, lost profits or other economic loss, or loss of records or data, as a result of, arising out of, or related to this Agreement (whether such claim be in tort, contract or otherwise).

10. Notices

All notices hereunder shall be in writing and one party shall be given personally, certified mail or by overnight courier to the address or email address which is owned by other party. Any Party may from time to time change its address for receiving notices or other communications by providing notice to the other in the manner provided in this clause.

11. General

a) This Agreement is governed by, and is to be construed in accordance with, the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts of appeal available therefrom.

b) This Agreement may only be amended, varied, or replaced by a written agreement executed by the Parties.