Merchant terms

Welcome to Y Wait! We provide a platform where food businesses (Sellers) can advertise their food and drink offerings, and customers (Buyers) can place orders for collection from the Seller’s venue (Platform). Our Platform includes features such as QR code ordering and notification systems to help streamline the food ordering and collection process.

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Jolt Pay Co. Pty Ltd T/A Y wait (ACN 674 221 348).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: [email protected].

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

our privacy policy (on our website) which sets out how we will handle your personal information;
clause 1.5 (Variations) which sets out how we may amend these Terms;
clause 6 (Subscription) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews; and
clause 14 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Platform Licence and Term

1.1. These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.2. You must be at least 18 years old to use our Platform.

Platform Licence

1.3. While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).

1.4. You must not (and you must ensure that your Authorised Users do not):

(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;

(d) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(e) use our Platform to send unsolicited electronic messages;

(f) use data mining, robots, scraping or other data gathering and extraction tools on our Platform; or

(g) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

1.5. Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription:

(a) you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and

(b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

2. Platform Summary

2.1. Our Platform is a place where Sellers can advertise their food and drink offerings, and Buyers can place orders for collection. Sellers can advertise, sell, and manage orders for food and drinks through the Platform (Offers). We only provide our Services (including our Platform) and are not a party to any transaction between Sellers and Buyers in relation to an Offer (see the “Our Services” section below for more information about the services we provide to you).

2.2. Sellers wanting to publish Offers on our Platform must create an Account. Sellers must provide an accurate and complete description of the Offer they wish to provide (Offer Listing), including the fees for the Offer (Offer Price).

2.3. Buyers can browse Offer Listings without an Account. Buyers wanting to purchase Offers in an Offer Listing may create an Account or may check out as a guest and may request to purchase an Offer by sending an order request through our Platform. If the order request is accepted by the Seller through the Platform, it becomes an Order.

2.4. Sellers must include all additional terms and conditions relating to their Offer in the relevant Offer Listing. By making payment of the Offer Price and placing an Order, Buyers accept the additional terms and conditions in the Offer Listing.

2.5. All monies paid for the Offer Price by Buyers will be held by our Payment Processor, and will be distributed to Sellers (less any amounts to be deducted in accordance with these Terms) within two business days once the relevant Order has been supplied. Sellers will only be paid the Offer Price where Buyers have made payment.

2.6. We do not endorse or approve, and are not responsible for, any Offers not provided by us. We may, at any time (at our sole discretion), remove any Offers, including where an Offer: (a) is illegal or offensive; or (b) contains graphic, inappropriate or unlawful content.

2.7. We charge transaction fees to Buyers in addition to the Offer Price, including a Payment Processing Fee and Platform Fee. Please note that whilst we charge Buyers a standard processing fee, our Payment Processor’s actual processing fees may vary depending on the payment method used by the Buyer. Where the Payment Processor’s actual fees exceed the standard processing fee charged to Buyers, this difference will be deducted from the Offer Price paid to you, and you may receive slightly less than the full Offer Price for that Order.

2.8. You may configure, through your Account settings, whether the Platform Fee and the Payment Processing Fee are charged to the Buyer, absorbed by you, or split between you and the Buyer. Where you choose to absorb a fee (in whole or in part), that amount is deducted from your proceeds of the relevant Order rather than added to the Buyer's payment as a separate line item. We may change our fee structure with at least 30 days' notice to you.

2.9. Your Subscription Fees are set out in clause 6.

2.10. You may configure surcharges for specific days, including Saturdays, Sundays, and public holidays, through your Account settings. Surcharges are applied automatically by the Platform to Orders placed on the days you specify. You are solely responsible for:

(a) setting surcharge rates that comply with applicable laws and regulations (including the Competition and Consumer Act 2010 (Cth));

(b) ensuring your surcharges are reasonable and clearly disclosed to Buyers in your Offer Listings and at your venue; and

2.11. The Platform will automatically include any applicable surcharges in the total Offer Price displayed to Buyers before payment.

2.12. By posting an Offer Listing or accepting an Order, you confirm that you are legally entitled to and capable of supplying the Offer described in the Offer Listing or the goods described in the Order.

2.13. You must have appropriate insurance to cover the Offers that you make through our Platform. We may request that you provide us with evidence of your insurance cover. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the Offers you make. If we do not ask you to provide evidence of insurance, this does not indicate that we believe you do not require insurance. You acknowledge and agree that it is your responsibility to make your own investigations and receive professional advice on the insurance you require.

2.14. You grant us a non-exclusive, irrevocable, royalty-free, sublicensable and transferable licence for the duration that your Offer is available on our Platform, to host your Offers on our Platform for the purpose of making your Offers available to Buyers.

2.15. The Platform automatically generates branded marketing materials for your business, including QR codes, posters, stickers, and flags, using your business logo and information. By uploading your logo to the Platform, you grant us a licence to use it for creating these materials. We may also offer physical marketing materials for sale to you. If you purchase physical marketing materials, you may be required to provide additional personal information (such as delivery address) for fulfilment purposes.

3. Orders & Order Fulfilment

3.1. Item Availability: If any items in an Order are not available, Sellers are responsible for contacting Buyers and arranging appropriate replacements. If Buyers do not agree to replacements, those items will not be included in any Order and the Buyer will not be charged the price for those products.

3.2. Food Preparation and Packaging: Sellers are responsible for preparing and packaging the food and drink items selected in an Order. When preparing fresh, perishable, or fragile items, Sellers must ensure that these items are adequately wrapped and packaged to maintain their quality and integrity until the time of collection.

3.3. Order Collection and Transfer of Risk: The Seller will have the Order ready for collection at their venue at the specified pick-up time as set out on the Platform. Title to, as well as risk of loss, damage, or deterioration of any items in an Order will pass to the Buyer when the Order is collected from the Seller’s venue. Buyers are responsible for promptly collecting their Orders to ensure food quality and safety.

3.4. Order Status Updates and Issue Resolution: Sellers must provide updates on the status of the Order through the Platform so that Buyers can see when their Order will be ready for collection. Buyers are encouraged to resolve any issues with Orders directly with the Seller at the time of collection.

3.5. QR Code Ordering: Sellers may display QR codes at their venues to facilitate on-site ordering. Buyers can scan these QR codes using the Y Wait Platform to access the Seller’s menu and place orders directly through the Platform. Sellers are responsible for ensuring that their QR codes are clearly displayed. Buyers can also browse and order through our mobile applications and website, in addition to QR code ordering at venues.

3.6. Order Notifications: The Platform will send notifications to Buyers when their Order is ready for collection. Buyers are responsible for ensuring that they have enabled notifications on their device and that they respond promptly to these notifications to collect their Order in a timely manner.

4. Our Services

4.1. We provide the following services to you:

(a) access to our Platform;

(b) provide you with QR codes to facilitate on-site ordering through the Platform; and

(collectively, our Services).

4.2. If you require Support Services, you may request these by getting in touch with us through our Platform.

4.3. Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

4.4. We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.

4.5. Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

4.6. Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

5. Account

5.1. Accounts for Sellers and Buyers are different, and you must choose the correct Account based on how you want to use our Platform. Sellers who also want to purchase Offers must create a separate Account for that purpose, and vice versa. Each Seller Account is linked to one business.

5.2. When creating an Account, you will initially provide your phone number. You authenticate to our Platform using your phone number and a one-time password (OTP) sent via SMS. Your merchant account will require verification and approval by our platform operators before you can accept orders through the Platform. You will be prompted to provide your name and email address, then business details including ABN, GST registration status, company type, business address, and verification documents. We may approve or reject your application at our sole discretion. We reserve the right to monitor all Orders and transactions for compliance, security, and fraud prevention purposes.

5.3. You may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account or on our Platform.

Identity Checks

5.4. Before you can have an Account, you must pass our identity verification process (Identity Check). We may conduct this process ourselves or through a third party.

5.5. You agree to co-operate with us in carrying out the Identity Check, including by providing us with any Personal Information necessary to complete this process (such as your name, proof of address, and proof of identity). Where we have engaged a third party to carry out the Identity Check, you consent to us disclosing your Personal Information to that third party for this purpose.

5.6. While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep your phone number secure and confidential, and protect your account from unauthorised access; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

Communications

5.7. We communicate with you via push notifications, email, SMS, and in-app messaging for transactional, operational, and marketing purposes. You are responsible for ensuring your contact details are current and that you have enabled notifications on your device. You may opt out of marketing communications at any time, but you cannot opt out of transactional or operational communications necessary for our Services.

5.8. The Platform includes an in-app messaging feature for Buyers and Sellers to communicate about specific Orders. Each conversation relates to a particular Order and must only be used for legitimate order-related purposes.

6. Platform Subscriptions

6.1. Once you have created your Account and been approved as a Seller, you must choose a Subscription.

6.2. The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods.

6.3. During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).

6.4. Your Subscription can be upgraded or downgraded at any time through your Account. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next Billing Cycle.

6.5. We may offer trial periods for Subscriptions as set out on our Platform. Your Subscription will automatically convert to a paid Subscription at the end of the trial period unless you cancel beforehand.

6.6. Subscriptions are managed through RevenueCat and billed via in-app purchases through the Apple App Store or Google Play Store (as applicable to your device). You will be billed for Subscription Fees at the beginning of each Billing Cycle. Payment is processed by Apple or Google (as applicable).

6.7. Cancellation: Your Subscription will automatically renew for recurring periods unless you cancel before the end of the current Subscription Period. You may cancel your Subscription through your Account or through the Apple App Store or Google Play Store (as applicable). Your cancellation will take effect at the end of your current Subscription Period.

7. Payments

7.1. You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Platform (as applicable).

7.2. You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of our Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. All payments are processed through our Payment Processor. Supported payment methods include credit and debit cards, Apple Pay, Google Pay, and Stripe Link. Cash payments are not supported. Our Payment Processor stores all payment card details securely; we do not store your payment card information.

7.3. We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

7.4. Late Payments: If any fees due to us under these Terms or as a result of your use of our Services are not paid on time, we may:

(a) suspend your access to our Services (including access to our Platform); and

(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

7.5. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

7.6. For each order processed through the Platform, two PDF invoices are generated and emailed to both you and the Buyer:

(a) YWait Tax Invoice: A tax invoice for the transaction fees, issued by Jolt Pay Co. Pty Ltd (ABN 56 674 221 348); and

(b) Merchant Invoice: An itemised tax invoice for the Offer Price, issued by us as agent on your behalf, which includes your ABN (if applicable) and GST breakdown where relevant.

7.7. By accepting these Terms, you authorise us to issue tax invoices on your behalf as your agent for Orders processed through the Platform. You remain responsible for ensuring your GST registration status and ABN details are accurate and up to date in your Account, and for meeting your tax obligations.

7.8. We act as a limited payment agent for Sellers. This means:

(a) we collect payments from Buyers on behalf of Sellers through our Payment Processor;

(b) we deduct our transaction fees from payments collected. Where our Payment Processor’s actual processing fees exceed the standard processing fee charged to Buyers, the difference is deducted from the Offer Price paid to you;

(c) we disburse the remaining funds to Sellers using our Payment Processor's payout functionality within two business days once the relevant Order has been supplied; and

(d) we may process refunds on behalf of Sellers in accordance with clause 12.

7.9. You authorise us to receive, hold, and disburse payments on your behalf in accordance with these Terms.

8. Seller Obligations

8.1. You warrant and agree:

(a) comply with these Terms, all applicable laws (including, without limitation, all food safety and hygiene laws and regulations), and our reasonable requests;

(b) ensure that all food and drink items offered for sale through the Platform are:(i) fit for purpose;(ii) of merchantable quality;(iii) prepared, handled, and stored in accordance with all applicable food safety and hygiene standards; and(iv) accurately described in terms of ingredients, allergens, and nutritional information;

(c) maintain all necessary licenses, permits, and certifications required to operate as a food business and to sell food and drink items through the Platform;

8.2. To the maximum extent permitted by law, you indemnify us from and against any liability that we may suffer, incur or otherwise become liable for, arising from or in connection with you failing to comply with this clause 8.

8.3. You acknowledge and agree that any breach of these obligations in clause 8 may result in the suspension or termination of your access to the Platform, in addition to any other remedies available to us under these Terms or applicable laws.

9. Loyalty Programme

9.1. Participating Sellers may activate a loyalty programme (Programme) through their Account, enabling Buyers to earn loyalty progress in respect of Orders placed with that Seller. A participating Seller may choose which Offers in their Offer Listings are eligible to earn a unit of loyalty progress for each paid unit of an eligible Offer purchased under an Order (Stamp).

9.2. A Buyer earns one Stamp for each paid unit of an eligible Offer purchased under an Order placed with a participating Seller. Once a Buyer reaches the Stamp threshold set by the participating Seller, the Buyer receives an entitlement to redeem, as part of a future Order with that Seller, one eligible Offer at no additional charge, limited to the Offer Price of the base eligible Offer (with any variations, upgrades, modifiers or other additions to that Offer remaining payable by the Buyer as part of that Order) (Reward). A participating Seller may choose which Offers may be redeemed as a Reward under their Programme which will be set out on the Platform.

9.3. Loyalty progress and Rewards are specific to the participating Seller's store on the Platform store at which they were earned, cannot be transferred between stores or exchanged for cash, and expire as set out on the Platform. The participating Seller is responsible for funding and honouring all Rewards redeemed under their Programme. An Offer redeemed as a Reward forms part of the Order in which it is redeemed, and clause 3 (Orders & Order Fulfilment) applies to that Offer as it would to any other Offer in that Order.

9.4. If a participating Seller pauses their Programme, Buyers stop earning new Stamps in respect of Orders placed with that Seller, but any Stamps and Rewards already earned are preserved. If an Order is refunded or cancelled, any Stamps or Rewards earned in connection with that Order are no longer valid, and we and/or the relevant participating Seller may revoke them, automatically or at our or that Seller's discretion.

10. Availability, Disruption and Downtime

10.1. While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

10.2. Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

10.3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

11. Confidential Information and Personal Information

11.1. While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

11.2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

11.3. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

11.4. You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

11.5. Sellers and Buyers must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.

11.6. We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Buyers to Sellers, and vice versa, so that they can connect and transact.

11.7. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

12. Consumer Law Rights

12.1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

12.2. Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

12.3. If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

12.4. Buyers may have Consumer Law Rights in respect of Offers made by Sellers.

Cancellations and Refunds between Sellers and Buyers

12.5. The cancellation and refund of any amounts paid in respect of an Offer is strictly a matter between Sellers and Buyers. The terms and conditions of an Offer Listing must clearly set out whether refunds or cancellations are permitted. However, your refund policy must not attempt to exclude, restrict, or modify any Consumer Law Rights that Buyers may have.

12.6. Buyers may submit refund requests through the Platform by providing a reason and selecting specific products (partial refunds are supported). You can approve, reject, or mark the request as 'resolved'. Approved refunds are processed automatically via our Payment Processor, and Buyers are notified of the outcome.

12.7. As payment agent for Sellers, we may process refunds on your behalf in certain circumstances, including where you are unresponsive to a refund request, where we believe there has been a breach of these Terms, or for consumer protection purposes. Where we process a refund on your behalf, the refunded amount will be deducted from future payments owed to you.

12.8. You may create Orders on behalf of Buyers (for example, walk-in Orders) without processing payment through our Payment Processor. For these Orders, we cannot guarantee that payment has been collected, cannot provide invoices or accounting records, and cannot process refunds through the Platform. Any refund requests for these Orders must be resolved directly with the Buyer.

13. Intellectual Property and Data

13.1. We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

13.2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

13.3. We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a) supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under these Terms;

(b) diagnose problems with our Services;

(d) send you information we think may be of interest to you based on your marketing preferences;

(e) perform analytics for the purpose of remedying bugs or issues with our Platform; or

(f) perform our obligations under these Terms (as reasonably required).

13.4. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.

13.5. You are responsible for (meaning we are not liable for):

(a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and

(b) backing up Your Data.

13.6. When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

13.7. If you do not provide Your Data to us, it may impact your ability to receive our Services.

14. Liability

14.1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) any aspect of the interactions between Sellers and Buyers, including in relation to any Offers, Offer Listings and Orders;

(b) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

14.2. Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

15. Notice Regarding Apple

15.1. To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.

15.2. Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

15.3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

15.4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

15.5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

15.6. You agree to comply with any applicable third-party terms when using our mobile application.

15.7. Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

15.8. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

16. Suspension and Termination

16.1. We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

16.2. We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:

(a) you fail to pay your Subscription Fees when they are due;

(b) you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

16.3. You may terminate these Terms if:

(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach these Terms and that breach cannot be remedied, and

if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

16.4. You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 17.9), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.

16.5. Upon termination of these Terms:

(a) we will retain Your Data (including copies) as required by law or regulatory requirements; and

(b) your existing Offer Listings will be removed and any purchased Offers not yet provided will be cancelled (and Buyers will be refunded accordingly).

16.6. Termination of these Terms will not affect any other rights or liabilities that we or you may have.

17. General

17.1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

17.2. Disputes between Sellers and Buyers: We encourage Sellers and Buyers to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Sellers and Buyers may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Sellers and Buyers.

17.3. Disputes with Y Wait: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

17.4. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

17.5. Governing law: These Terms are governed by the laws of Queensland, and any matter relating to these Terms is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts.

17.6. Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

17.7. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

17.8. Nature of Legal Relationship: Except as expressly set out in these Terms (including our role as payment agent in clause 7.8), these Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

17.9. Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

17.10. Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

17.11. Survival: Clauses 11 to 17 will survive the termination or expiry of these Terms.

17.12. Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

18. Definitions

18.1. In these Terms:

Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.

Authorised User means a user that you have invited to use the Platform through your Account.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Offer has the meaning given in clause 2.1.

Offer Listing has the meaning given in clause 2.2.

Offer Price has the meaning given in clause 2.2.

Payment Processor means the third-party payment processing provider engaged by us from time to time to process payments and/or facilitate Orders on the Platform.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our cloud-based platform that we provide you with access to as part of the Services.

Services means the services we provide to you, as detailed in clause 4.1.

Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.

Subscription Fees means the fees you pay to us to access your chosen Subscription.

Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

Y Wait Terms and Conditions