Terms and Conditions

In these Terms, capitalised words have the meanings given below. Singular includes plural and vice versa.

Defined terms

• "Shakewell Wallet," "we," "us," or "our" — Shakewell Wallet Pty Ltd (ABN to be advised), a company incorporated in Australia, with its registered office at 223/111 Harrington Street, The Rocks, NSW 2000
• "Customer," "you," or "your" — the legal entity that registers for the Service or on whose behalf an Authorised User registers
• "Authorised User" — an individual whom you have authorised to access and use the Service
• "Service" or "Platform" — the Shakewell Wallet software-as-a-service offering, including the website, web application, API, and all related documentation
• "Customer Data" — all data, content, and information that you or your Authorised Users upload to, generate within, or otherwise submit to the Service
• "Passholder" — an end user who installs or interacts with a digital pass created or distributed through the Service
• "Passholder Data" — personal information about a Passholder that is processed by the Service on your behalf
• "Subscription Fees" — the fees payable by you for use of the Service, as set out in your Order or on our public pricing page at /pricing
• "Order" — your online registration for a Subscription tier, or a written order form signed by both parties
• "DPA" — our Data Processing Agreement, available at /dpa
• "SLA" — our Service Level Agreement, available at /sla

By registering for, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, do not access or use the Service.

These Terms incorporate by reference our Privacy Policy at /privacy-policy, our Acceptable Use Policy at /aup, and, where applicable, our DPA and SLA.

The Service enables Customers to design, distribute, and manage digital passes for Apple Wallet and Google Wallet, including loyalty cards, membership cards, event tickets, coupons, and related credentials. The Service is provided as a subscription-based platform; we may add, modify, or remove features from time to time, provided that we will not materially reduce the functionality of any Subscription tier during the term of that subscription.

Shakewell Wallet does not act as a payment processor, financial institution, ticketing agent, or operator of any underlying venue, programme, or service. Digital passes issued through the Service represent only such information as you choose to encode in them.

To access the Service you must create an account. You agree to provide accurate, complete, and current information, and to keep that information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not you have authorised it.

You must promptly notify us of any unauthorised access to your account or any other suspected breach of security. We may suspend or terminate access where we reasonably suspect that an account has been compromised or is being used in breach of these Terms.

You are responsible for ensuring that each Authorised User complies with these Terms. You may not allow more individuals to access the Service than your Subscription tier permits.

The Service is offered on subscription tiers as set out on /pricing or in an Order. Subscription Fees are payable in advance and are non-refundable except as required by law or expressly stated in these Terms.

Trial

A new Customer may register for a fourteen (14) day free trial without providing a payment method. At the end of the trial period, access to paid features will cease unless the Customer commences a paid Subscription.

Billing

• Subscription Fees are invoiced monthly or annually, in advance, depending on the Subscription term selected at sign-up
• Payment is processed by our third-party payment processor; you authorise us to charge the payment method you provide for all amounts due
• If a payment fails, we may retry the charge and, after reasonable notice, suspend the Service until payment is made
• Annual subscriptions are billed in advance for the full year and renew automatically unless cancelled before the renewal date
• All Fees are exclusive of taxes; you are responsible for any applicable goods and services tax, sales tax, or withholding tax

Upgrades, downgrades, and cancellation

You may upgrade your Subscription at any time; upgrades take effect immediately and are pro-rated. Downgrades take effect at the end of the current billing period. You may cancel your Subscription at any time through the dashboard; cancellation takes effect at the end of the current paid period.

Refunds

Except where required by law, Subscription Fees are non-refundable. Customers in Australia retain any rights they may have under the Australian Consumer Law. Customers in the European Union with a right to withdraw under applicable law may exercise that right within fourteen (14) days of first payment by contacting billing@shakewellwallet.com.

As between you and Shakewell Wallet, you retain all rights, title, and interest in and to your Customer Data. You grant Shakewell Wallet a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to the extent necessary to provide the Service to you and to perform our obligations under these Terms.

You represent and warrant that you have all rights, consents, and authorisations necessary to upload Customer Data to the Service and to authorise us to process it as contemplated by these Terms.

On termination of these Terms, Customer Data will be handled in accordance with the retention provisions of our Privacy Policy. You may export your Customer Data at any time during the term using the export tools provided in the Service or by request to support@shakewellwallet.com.

Passholder Data is a category of Customer Data. As between you and Shakewell Wallet, you are the data controller and Shakewell Wallet is the data processor in respect of Passholder Data. Our processing of Passholder Data is governed by these Terms and by the DPA, which forms part of these Terms by reference.

You are responsible for: (a) providing all required notices to Passholders; (b) obtaining all required consents from Passholders; and (c) responding to requests by Passholders to exercise their rights under applicable data protection law. We will reasonably assist you in fulfilling those responsibilities.

You must use the Service in accordance with our Acceptable Use Policy at /aup. Without limiting that Policy, you must not, and must not permit any Authorised User or Passholder to:

• Use the Service for any unlawful, fraudulent, harmful, or deceptive purpose
• Distribute passes that contain malware, phishing content, or that impersonate another person or business
• Distribute passes in violation of any Apple or Google brand guideline, wallet platform policy, or developer agreement
• Send unsolicited push notifications or otherwise send communications in breach of applicable anti-spam laws (including the Spam Act 2003 (Cth) and CAN-SPAM)
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent permitted by law
• Probe, scan, or test the vulnerability of the Service without our prior written consent (other than as part of a coordinated disclosure to security@shakewellwallet.com)
• Resell or otherwise commercially exploit the Service, except under a separate written reseller agreement
• Use the Service to compete with us, including to build a competing service

The Service interoperates with Apple Wallet (a trademark of Apple Inc.) and Google Wallet (a trademark of Google LLC). Your use of the Service to distribute passes to Apple Wallet or Google Wallet is subject to the terms of the relevant wallet platform, including the Apple Developer Program Licence Agreement and the Google Wallet API Terms of Service. You are responsible for complying with those terms and for maintaining any required developer or merchant accounts. Apple and Google are not parties to these Terms and have no obligations to you under them.

All intellectual property rights in the Service, including all software, designs, documentation, and other materials provided by us, are and remain the exclusive property of Shakewell Wallet and its licensors. Nothing in these Terms grants you any right, title, or interest in or to the Service other than the limited, non-transferable right to access and use the Service for the duration of your Subscription and in accordance with these Terms.

You may provide feedback, suggestions, or ideas in relation to the Service. You grant us a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback for any purpose without obligation to you.

Each party may disclose to the other information that is marked as confidential or that, given its nature and the circumstances of disclosure, ought reasonably to be treated as confidential. The receiving party must protect Confidential Information with the same degree of care it uses to protect its own confidential information (and in any event no less than a reasonable standard of care) and must not use it other than for the purposes of these Terms. The obligations of confidentiality do not apply to information that is or becomes publicly available without breach of these Terms, was lawfully known to the receiving party before disclosure, or is required to be disclosed by law.

We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned maintenance and unscheduled downtime. Specific uptime commitments and remedies apply to Customers on Scale and Enterprise tiers and are set out in the SLA at /sla.

Each party warrants that it has the corporate authority and capacity to enter into these Terms and to perform its obligations under them.

Except as expressly set out in these Terms, and to the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis. We make no other warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

Subject to the preceding paragraph, each party's total aggregate liability arising out of or in connection with these Terms in any twelve-month period will not exceed the total Subscription Fees paid or payable by you to us in the twelve-month period immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) breach of confidentiality obligations; (d) infringement of intellectual property rights; or (e) any liability that cannot be limited or excluded by law.

You will indemnify and hold harmless Shakewell Wallet and its directors, officers, employees, and agents from and against any claim, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your use of the Service in violation of any law or third-party right; (c) the content, accuracy, or lawfulness of Customer Data or Passholder Data; or (d) any dispute between you and a Passholder.

We will indemnify you against any third-party claim alleging that the Service, as provided by us and used by you in accordance with these Terms, infringes the intellectual property rights of that third party, subject to your prompt notice, our sole control of the defence and any settlement, and your reasonable assistance.

Termination for convenience

You may cancel your Subscription at any time through the dashboard. Cancellation takes effect at the end of the current paid period; you remain liable for fees already incurred.

Termination for cause

Either party may terminate these Terms immediately on written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice; or (b) becomes insolvent, is wound up, or enters into any arrangement with creditors.

Suspension

We may suspend access to the Service if we reasonably believe that continued access poses a security risk, is in breach of the Acceptable Use Policy, or is in breach of applicable law.

Effect of termination

On termination, your right to access the Service ceases. We will handle Customer Data and Passholder Data in accordance with the retention provisions of our Privacy Policy. Provisions that by their nature ought to survive termination — including provisions relating to confidentiality, intellectual property, limitation of liability, indemnity, and governing law — will survive.

We may update these Terms from time to time. We will provide reasonable advance notice of any material change by email to the account email address on file or by prominent notice on shakewellwallet.com. Your continued use of the Service after the effective date of a change constitutes your acceptance of the updated Terms. If you do not agree to a change, you may terminate your Subscription with effect from the date the change takes effect.

Entire agreement

These Terms, together with the policies and documents they incorporate, constitute the entire agreement between you and us in relation to the Service and supersede any prior agreement on the same subject matter.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the parties will negotiate in good faith to replace the affected provision with one that, to the maximum extent possible, achieves the same commercial result.

Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, on written notice to you.

No waiver

A failure or delay by either party to exercise any right under these Terms does not constitute a waiver of that right.

Force majeure

Neither party will be liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control.

Notices

Notices to us must be sent to legal@shakewellwallet.com. Notices to you may be sent to the email address on file for your account.

These Terms are governed by the laws of New South Wales, Australia, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Legal notices and other formal communications may be sent to legal@shakewellwallet.com or by post to:

Legal · Shakewell Wallet Pty Ltd · 223/111 Harrington Street · The Rocks NSW 2000 · Australia