Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Innocr Pty Ltd ABN [TBD] ("Innocr", "we", "us", or "our"), a company incorporated in Queensland, Australia.

By accessing or using our stored value wallet solution, website (innocr.au), mobile applications, or any related services (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy. If you do not agree with these Terms, you must not use our Services.

These Terms are governed by the laws of Queensland and the Commonwealth of Australia, including the Australian Consumer Law under the Competition and Consumer Act 2010 (Cth).

2. Description of Services

Innocr provides a stored value wallet solution designed to help businesses increase customer loyalty and drive revenue growth. Our Services include:

• Digital wallet infrastructure and technology
• Customer retention and loyalty management tools
• Payment processing capabilities
• Analytics and reporting features
• Customer support and technical assistance
• Integration services and API access

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice, though we will provide reasonable advance notice for material changes that affect your use of the Services.

3. Eligibility and Registration

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into contracts
• Be authorized to represent your business (if applicable)
• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Comply with all applicable laws and regulations

You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account.

4. Australian Consumer Law Guarantees

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to:

• Cancel your service contract with us; and
• Obtain a refund for the unused portion, or compensation for its reduced value

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.

You are also entitled to compensation for any other reasonably foreseeable loss or damage from a failure in the goods or service.

5. User Obligations and Acceptable Use

When using our Services, you agree to:

• Use the Services only for lawful business purposes
• Provide accurate, current, and complete information
• Maintain the security and confidentiality of your account
• Comply with all applicable laws, regulations, and industry standards
• Implement appropriate data protection measures for customer information
• Report any security breaches or unauthorized access immediately

5.1 Prohibited Activities

You must not:

• Use the Services for any illegal or fraudulent activities
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of our Services
• Transmit malware, viruses, or other harmful code
• Reverse engineer, decompile, or create derivative works of our software
• Use the Services to compete with or harm our business interests
• Violate any third-party rights, including intellectual property rights

6. Payment Terms and Billing

6.1 Fees and Charges

Our fees are outlined in your service agreement or order form. Unless otherwise specified, all fees are:

• Quoted in Australian Dollars (AUD) and include GST where applicable
• Non-refundable except as required by Australian Consumer Law
• Subject to change with 30 days' written notice
• Payable in advance on a monthly or annual basis as specified

6.2 Payment Methods

We accept payment by credit card, bank transfer, or other methods as agreed. By providing payment information, you authorize us to charge the applicable fees to your chosen payment method.

6.3 Late Payment

Overdue amounts may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend your access to the Services for non-payment after providing 7 days' written notice.

6.4 Refund Policy

Refunds are provided in accordance with Australian Consumer Law. For services not yet delivered, you may be entitled to a refund of the unused portion. Custom development work and setup fees are generally non-refundable once work has commenced.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All intellectual property rights in our Services, including software, technology, trademarks, copyrights, and trade secrets, remain our exclusive property or that of our licensors. You receive only a limited, non-exclusive, non-transferable license to use our Services in accordance with these Terms.

7.2 Your Content

You retain ownership of any content, data, or information you provide through our Services. By using our Services, you grant us a non-exclusive, worldwide license to use, store, and process your content solely for the purpose of providing our Services to you.

7.3 Feedback

Any suggestions, feedback, or ideas you provide about our Services become our property and may be used without restriction or compensation to you.

8. Data Protection and Privacy

We are committed to protecting your privacy and personal information in accordance with Australian privacy laws. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which forms part of these Terms.

You acknowledge that you are responsible for compliance with privacy laws regarding any customer data you collect and process through our Services. You must obtain appropriate consents and provide necessary privacy notices to your customers.

9. Limitation of Liability

To the maximum extent permitted by law, including the Australian Consumer Law:

• Our total liability for any claim arising from or relating to these Terms or our Services is limited to the amount you paid us in the 12 months preceding the claim
• We exclude liability for indirect, incidental, special, consequential, or punitive damages
• We exclude liability for loss of profits, revenue, data, or business opportunities
• Our liability is limited to the re-supply of services or payment of the cost of re-supply

Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy that cannot be excluded under the Australian Consumer Law or other applicable law.

10. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Your use of our Services in breach of these Terms
• Your violation of any applicable laws or regulations
• Your infringement of third-party rights
• Any content or data you provide through our Services
• Any negligent or willful misconduct by you or your employees

11. Termination

11.1 Termination by You

You may terminate your use of our Services at any time by providing 30 days' written notice. You remain liable for all fees incurred up to the termination date.

11.2 Termination by Us

We may terminate or suspend your access to our Services immediately without notice if you:

• Breach these Terms and fail to remedy the breach within 7 days of notice
• Fail to pay fees when due
• Engage in fraudulent or illegal activities
• Pose a security risk to our Services or other users

11.3 Effect of Termination

Upon termination, your right to use our Services ceases immediately. We will provide you with a reasonable opportunity to export your data before permanently deleting it from our systems.

12. Dispute Resolution and Jurisdiction

These Terms are governed by the laws of Queensland, Australia. Any disputes arising from these Terms or our Services will be subject to the exclusive jurisdiction of the courts of Queensland, Australia.

Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation for at least 30 days. If negotiation fails, disputes may be referred to mediation before proceeding to court.

Nothing in this clause affects your rights under Australian Consumer Law to seek remedies from relevant consumer protection agencies.

13. Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, internet outages, or third-party service failures.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and us regarding our Services.

14.2 Amendments

We may modify these Terms at any time by posting the updated version on our website. Material changes will be communicated with at least 30 days' notice. Your continued use of our Services after the effective date constitutes acceptance of the modified Terms.

14.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

15. Contact Information

If you have any questions about these Terms or need to contact us regarding our Services, please use the following information: