Rewards Service Terms & Conditions

1.        Definitions

For the purpose of these terms:

‘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:
 c) a corporation, the ownership directly of fifty percent (50%) or more of the voting power to elect directors thereof; and
 d) any other entity, power to direct the management of such entity.
‘Cover Sheet’ means the Cover Sheet of this Agreement.
‘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 Karta Gift Card - Privacy Policy
‘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 Cover 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.

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.

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)    (i) 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)    (ii) 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 Merchant 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 Party

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.

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.

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.