End User Terms of Service

Sendrato Australia Pty Ltd ABN 98 605 555 833 and Ludo Leisure Suite Pty Ltd

Introduction

The Company provides smart UID, card or wristband solutions for use at high attendance events. UID, cards or wristbands enable users to take advantage of various features enabled by the organiser of the event, such as access to the event and cashless payment. Use of each UID, card or wristband and its associated systems is subject to these End User Terms of Service.

1. Definitions

The following terms are used regularly throughout these End User Terms of Service and have a particular meaning:

ABN means Australian Business Number.
Agreement means the agreement formed between the Users and the Company under, and on the terms of, this End User Terms of Service.
Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
Company means Sendrato Australia Pty Ltd ABN 98 605 555 833 and Ludo Leisure Suite Pty Ltd.
End User means each user of a UID, card or wristband.
End User Terms of Service means the terms and conditions of using a UID, card or wristband, as updated from time-to-time, which can be found at ludo.computer/legal/terms.
Event means an event owned, licensed-to, organised, operated or promoted by the Organiser where a UID, card or wristband may be used.
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Policy means the Company's privacy policy as updated from time-to-time, which can be found at ludo.computer/legal/privacy.
Organiser means the organiser of an Event.
Organiser Agreement means an agreement between the Company and an Organiser setting out the terms on which the Organiser may provide UID, cards or wristbands to End Users.
Remaining Balance means any funds belonging to an End User that remain on a UID, card or wristband at the conclusion of the Event.
Sendrato means the web service operated by the Company to provide additional functionality to an End User's use of a UID, card or wristband.
Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Service Fee — A Service Fee may be charged for orders placed through your UID, card or wristband or account on Sendrato. This helps us run our platform and provide related services. You are responsible for paying for all Orders and Service Fees made using your account. The Service Fee is not a credit card payment surcharge. All charges relating to card transactions are paid for by Sendrato and are not included as part of the Service Fee.
User means any End User or Organiser that uses a UID, card or wristband.
Vendor means an End User that is enabled to accept cashless payments from UID, cards or wristbands.
UID, card or wristband means a smart UID, card or wristband provided by the Company for use at an Event, and includes Sendrato or any other systems operated by the Company that interface with the UID, card or wristband.

2. Using UID, Cards or Wristbands

2.1 General

(a) The User agrees that all use of a UID, card or wristband is subject to these End User Terms of Service. The Company provides the services to each End User on behalf of the Organiser.

(b) In addition to this Agreement an End User's use of a UID, card or wristband may also be subject to an agreement with an Organiser.

(c) In the event of a conflict between this Agreement and any agreement between the End User and an Organiser, this Agreement shall take precedence.

2.2 Features

Depending on the features enabled by the Company on behalf of an Organiser, a UID, card or wristband may:

(a) Create a Sendrato account;

(b) Provide an End User access to an Event;

(c) Allow an End User to load funds on to the UID, card or wristband for cashless payment at an Event, and make or receive cash payments;

(d) Allow an End User to take advantage of special features, integrations and offers provided by Third Parties;

(e) Light up when triggered by the End User, or as controlled by the Organiser; and

(f) Allow an End User to use such other features made available by the Company from time-to-time.

2.3 Cashless Transactions

(a) A UID, card or wristband may enable an End User to make or receive payments during an Event.

(b) Cash funds may be loaded onto a UID, card or wristband using equipment or cashier services made available by the Company at an Event.

(c) The End User may make payments using the funds loaded onto a UID, card or wristband, to vendors with equipment and systems enabled to do so at an Event.

(d) In consideration of providing the End User with the features available using a UID, card or wristband, the Company shall take a Transaction Fee or Service Fee from each purchase made using a UID, card or wristband. The End User will be notified of the rate at which a Transaction Fee or Service Fee will be charged when the End User is provided with a UID, card or wristband.

(e) An End User may accept payments from End Users as a Vendor by using equipment and systems enabled to do so. Such equipment and systems shall be supplied by the Company on behalf of the Organiser to the Vendor, and may be subject to additional terms or agreements between such an End User and the Organiser or the Company.

(f) At the conclusion of an Event the Company shall allow End Users to redeem for cash any Remaining Balance from a UID, card or wristband using the equipment or systems provided by the Company.

(g) The Company will issue a Tax Invoice to the End User for all Transaction Fee or Service Fees when funds are redeemed at the conclusion of an Event, or otherwise on request.

2.4 Returning Remaining Balance

(a) The Company shall make best endeavours to return any Remaining Balance that remains on the End User's UID, card or wristband following the conclusion of the Event. The Company's ability to return a Remaining Balance is dependent on the End User supplying the Company with sufficient information to conduct the transaction in order to return the Remaining Balance, including the End User's email address.

(b) Notwithstanding the Company's best endeavours to return any Remaining Balance to the End User, the End User acknowledges that:

It is the End User's responsibility to redeem any Remaining Balance at the conclusion of the Event;
The Company is not responsible for ensuring that any Remaining Balance is returned to the End User at the conclusion of the Event; and
The Company makes no warranty that the End User will receive any Remaining Balance pursuant to a transaction initiated by the Company to return the Remaining Balance in the course of endeavouring to return the Remaining Balance to the End User.

2.5 Refunds

(a) The Company is not responsible for any transaction between an End User and a Vendor. The Vendor shall remain responsible for any refund that an End User may be entitled to by law for any goods or services sold by the Vendor. It is the End User's responsibility to contact a Vendor directly in order to request such a refund.

(b) The Company's liability to provide a refund to an End User is limited to the value of a Transaction Fee or Service Fee, and the Company does not provide refunds of a Transaction Fee or Service Fee except where required by law.

(c) An End User may contact the Company at [email protected] to request a refund of a Transaction Fee or Service Fee that the End User believes it is entitled to by law. The Company will then investigate the End User's request and either:

Process the refund in the event that the Company determines that the End User is entitled to a refund; or
Advise the client of the reason that the Company will not provide a refund.

2.6 User Terms

The End User acknowledges and accepts that:

(a) The End User uses a UID, card or wristband and any system connected to a UID, card or wristband at its own risk. The Company takes no responsibility for an End User's access to all or any part of an Event.

(b) The Company shall not be responsible in relation to a dispute over a transaction. Any dispute in relation to a transaction must be dealt with between the End User and the relevant End User, Vendor or Organisation as the case may be.

(c) Any Personal Information about an End User provided by an Organiser or the End User to the Company is provided with the End User's consent.

(d) Any Personal Information provided to the Company shall be used for the purposes of enabling the End User to use a UID, card or wristband at an Event.

(e) The Company may retain the End User's Personal Information for the purposes of providing services to the End User when using a UID, card or wristband at a subsequent Event operated by the same or different Organiser, in accordance with the Privacy Policy.

(f) The Company may collect information about a user of a UID, card or wristband during an Event, including without limitation:

End User access to, and movement within an Event;
Payments made and received;
End User habits and preferences; and
Such other information as a UID, card or wristband may enable the Company to collect from time-to-time.

(g) The End User authorises the Company to provide any data collected from an End User to the Organiser. The Company shall not be responsible for any use made by an Organiser of the End User's data.

(h) Any dispute that relates to an End User's use of a UID, card or wristband, including access to an Event or dispute over a payment, must be directed to the Organiser.

(i) The User may be required by an Organiser to use the UID, card or wristband in order to access an Event and make or receive payments while at an Event.

(j) The Company may suspend or revoke an End User's access to any or all features of a UID, card or wristband in the event that the End User breaches the terms of this Agreement, or this Agreement is otherwise terminated.

(k) The Company shall not be responsible to an End User for any suspension or revocation of their access to the features associated with a UID, card or wristband including (without limitation) the End User's ability to:

Access an Event; or
Process a transaction.

(l) Minors (persons under the age of 18) must not use a UID, card or wristband without their parent or legal guardian's consent.

3. Account Access Using Third-Party Services

3.1 Registration and Login

(a) A User may be able to register as a User, and access Sendrato, by using their account with certain third party services (TPS) (e.g., Beatport, Facebook, Twitter etc.).

(b) As part of the functionality of Sendrato the User may connect their profile with a TPS by:

Providing their TPS login information to the Company through Sendrato; or
Allowing the Company to access their TPS in accordance with its terms and conditions of service.

(c) When connecting to Sendrato using a TPS the User warrants that they are not in breach of any of the TPS' terms and conditions of service.

3.2 Ongoing Availability

(a) The User agrees that User access to Sendrato may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Sendrato.

(b) The User may disconnect the connection between Sendrato and the TPS at any time.

3.3 Data from TPS

Where a User connects and/or registers their profile using a TPS, the User authorises the Company to use data from that TPS to create the User's profile within Sendrato.

4. General Conditions

4.1 Licence

(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to use a UID, card or wristband for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c) The Company may revoke or suspend the User's licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.

4.2 Modification of Terms

(a) The terms of this Agreement may be updated by the Company from time-to-time.

(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using a UID, card or wristband.

4.3 Support

(a) The Company provides user support for UID, cards or wristbands via the email address [email protected].

(b) The Company shall endeavour to respond to all support requests within 2 Business Days.

4.4 Use and Availability

(a) The User agrees that it shall only use a UID, card or wristband for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its UID, card or wristband. The User shall notify the Company as soon as it becomes aware of any unauthorised use of its UID, card or wristband.

(c) The User agrees that the Company shall provide access to the services associated with a UID, card or wristband to the best of its abilities, however:

Use of the features associated with a UID, card or wristband (including payments, and access to Events) may be prevented by issues outside of the Company's control; and
The Company accepts no responsibility for ongoing access to the services associated with a UID, card or wristband.

4.5 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other End Users. The Privacy Policy does not apply to how an Organiser handles personal information. If necessary under the Privacy Act, it is the Organiser's responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(b) The Company may use cookies (a small electronic tracking code) to improve a User's experience while browsing a website operated by the Company, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

4.6 Data

Security. The Company takes the security of UID, card or wristband related systems and the privacy of its Users very seriously. The Client agrees that the Client shall not do anything to prejudice the security or privacy of the Company's systems or the information on them.

Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the Client to ensure that any transmission standards meet the Client's operating and legal requirements.

Storage. Data that is stored by the Company shall be stored according to accepted industry standards.

Backup. The Company shall perform backups of its entire systems in a reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific Client Data from any period of time unless so stated in writing by the Company.

4.7 Intellectual Property

Trademarks. The Company has moral and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of a UID, card or wristband.

UID, Card or Wristband Systems. The User agrees and accepts that the UID, card or wristband system is the Intellectual Property of the Company and the User further warrants that by using a UID, card or wristband the User will not:

Copy the services that the Company provides for the User's own commercial purposes; and
Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in a UID, card or wristband system or any documentation associated with it.

Content. All content submitted to the Company, whether directly or by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to a UID, card or wristband.

4.8 Disclaimer of Third Party Services and Information

(a) The User acknowledges that UID, cards or wristbands are dependent on third-party services, including but not limited to:

Banks, credit card providers and merchant gateway providers;
Location tracking and GPS services;
Sensor monitoring services;
CRM services;
Telecommunications services;
Hosting services;
Email services; and
Analytics services.

(b) The User agrees that the Company shall not be responsible or liable in any way for:

Interruptions to the availability of a UID, card or wristband due to third-party services; or
Information contained on any linked third party website.

4.9 Liability and Indemnity

(a) The User agrees that it uses a UID, card or wristband at its own risk.

(b) The User acknowledges that the Company does not operate Events, but provides UID, cards or wristbands on behalf of Organisers.

(c) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

(d) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User's use of or conduct in connection with a UID, card or wristband, including any breach by the User of this Agreement.

(e) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User's access to, or use of, or inability to use a UID, card or wristband, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

(f) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company's related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company's liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company's option to:

The re-supply of services or payment of the cost of re-supply of services; or
The replacement or repair of goods or payment of the cost of replacement or repair.

4.10 Termination

(a) Either party may terminate this Agreement by giving the other party written notice.

(b) Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

(c) Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 2.4, 4.7 and 4.9 survive termination of this Agreement.

4.11 Dispute Resolution

(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

Includes or is accompanied by full and detailed particulars of the Dispute; and
Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of each party must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

4.12 Electronic Communication, Amendment and Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User's responsibility to update its contact details as they change.

(d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e) Notices must be sent to the parties' most recent known contact details.

(f) The User may not assign or otherwise create an interest in this Agreement.

(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

4.13 General

Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

Prevalence. To the extent this Agreement is in conflict with, or inconsistent with, the terms of an Organiser Agreement, or any Special Conditions made under this Agreement, as relevant, the terms of those other agreements or Special Conditions shall prevail.

Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.