Terms of Use and Privacy Policy

Good Pay Co Pty Ltd T/as Farepay
ABN 33 668 450 459
33C Christina Rd, Villawood NSW 2163

Farepay Merchant Agreement

By applying for a Farepay account, you consent to the terms and conditions outlined within this Agreement. If you do not consent to
be bound by this Agreement, remove the Farepay app from your device and refrain from using the Farepay service immediately.

Terms of service

Payment processing services for drivers on Farepay are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a driver on Farepay, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Farepay enabling payment processing services through Stripe, you agree to provide Farepay accurate and complete information about you and your business, and you authorise Farepay to share your information and all transaction information related to your use of the payment processing services provided by Stripe.

Warranty of Content

You confirm and guarantee that at the time of your application to Farepay, and on each day that a Farepay account is provided to you, the information provided in your application, completed by or on behalf of you, along with any accompanying documents and information are accurate, truthful, and complete.
You are required to promptly inform Farepay in writing upon becoming aware of any circumstance or condition that either currently or potentially renders any information provided in accordance with clause 2(a) incomplete, inaccurate, or false.

Acceptance or Rejection of Application

Farepay reserves the right to accept or reject your Application at its sole discretion. To the fullest extent permitted by law, Farepay is not obligated to provide reasons for any such rejection.

Binding Contract

Commencement

Upon downloading and activating the Farepay Payment App a binding contract shall commence between the parties.

Duration

Subject to the Terms and Conditions, this contract shall remain in effect until Farepay until the either the expiry or termination of this Agreement in accordance with these Terms and Conditions.

Access to the Farepay Payment App

Farepay hereby grants you a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and utilise the Farepay Payment App throughout the duration of this Agreement.
You are authorised to use the Farepay Payment App solely for the purpose of releasing the passenger from their obligation to pay you for the Face Value of the Services supplied by you.
You must not provide the login email and password of your Farepay Payment App account to any other person for use in connection with their services.
You agree that Farepay has the right to verify compliance with the terms of this Agreement. For this purpose, you agree to provide Farepay with all information reasonably required regarding your operation and use of the Farepay Payment App within 2 Business Days of a request for such information.
You agree that Farepay may choose to suspend your access to the Farepay Payment App if you have not provided the information requested in 5(d) within the stipulated 2 Business Days.

Payment Service Outage

Farepay reserves the right, at its absolute discretion, to deny access to all or any part of the Farepay Payment App for purposes including maintenance, development, security, or as required by any law or regulation (Payment Service Outage).
Farepay will endeavour but is not required to provide you with advanced notice of any such Payment Service Outage where reasonably possible.
The parties acknowledge that a Payment Service Outage may hinder your ability to conduct business during its occurrence. You hereby release and discharge Farepay from any claim or liability, whether direct or indirect, that you (or any other person) may have against Farepay arising from or in connection with a Payment Service Outage.

Third Party Products and/or Services

In addition to the Payment App, Farepay may, from time to time, offer you additional products and/or services provided by a third party (Third Party Products).
This Agreement governs your relationship with Farepay in relation to Third Party Products. You acknowledge that:
It is your responsibility to review any terms and conditions associated with Third Party Products;
Farepay bears no responsibility for Third Party Products; and
Farepay may suspend or terminate your right to use any Third Party Product at its sole discretion.

Payments

Hiring Payments
Farepay agrees to pay you (subject to deductions and offsets of any amount or amounts owing by you to Farepay under this Agreement), the Face Value of each Approved Transaction, excluding any applicable service fees (Hiring Payment).
Farepay shall not be liable for, and is not obligated to pay you, any amounts in respect of or related to an Invalid Transaction.
On each Payment Date, Farepay will transfer to your Nominated Account as set out in Section 1 to this Agreement the aggregate amount of all Approved Transactions accumulated since the previous Payment Date, net of any amounts owed by you to Farepay under this Agreement. This includes, but is not limited to, any Chargeback or Chargeback Fee, service fees or amounts owed in connection with any Third Party Product.
Chargebacks
If an Approved Transaction is later determined to be an Invalid Transaction after Farepay has already made a Hiring Payment to you for such Approved Transaction, Farepay reserves the right to deduct an amount equivalent to the Hiring Payment from any subsequent Hiring Payments due to you on a subsequent payment date (Chargeback). Additionally, Farepay will levy a Chargeback Fee of $25 for each Chargeback processed.
GST
In this clause, the expressions “consideration”, “GST”, “input tax credit”, “recipient”, “supply”, “tax invoice”, and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999 (GST Act). A “supplier” means any party treated by the GST Act as making a supply under this Agreement.
Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.
If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply, subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement.
If this Agreement requires a party (the First Party) to pay for, reimburse, set off, or contribute to any expense, loss, or outgoing (Reimbursable Expense) suffered or incurred by the other party (the Other Party), the amount required to be paid, reimbursed, set off, or contributed by the First Party will be the sum of:
The amount of the Reimbursable Expense net of input tax credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense (Net Amount); and
If the Other Party’s recovery from the First Party is a taxable supply, any GST payable in respect of that supply.

Indemnities

You agree to indemnify Farepay and keep Farepay indemnified against any direct or indirect loss or claim, incurred, suffered, or sustained or may incur, suffer, or sustain as a result of or in connection with:
Exercising, enforcing, or preserving its rights under this Agreement;
Farepay doing anything which you should have done under this Agreement;
A breach by you of your obligations under this Agreement;
Any Event of Default;
Your use and operation of the Farepay Payment App;
Any negligent or wrongful acts or intentional misconduct of you or any person connected with you (including but not limited to your employees, contractors, business associates or agents); and
Personal injury, death, or loss of or damage to real or personal property caused or contributed to by you or any of your employees, contractors, or agents.

Default

You agree that each of the following events constitutes an Event of Default and constitutes a breach by you of an essential term of this Agreement:
Using the Farepay Payment App without a valid Driver’s Licence or Driver’s Accreditation;
Breaching a material term of this Agreement;
Suffering an Insolvency Event;
Making a false or misleading statement or representation to Farepay.

Termination

Farepay may terminate this Agreement and/or your access to the Farepay Payment App by notice in writing to you if:
An Event of Default (other than an Insolvency Event) occurs and, if the default can be remedied and you fail to remedy that Event of Default within 10 Business Days of being requested to do so by Farepay.
Farepay may immediately terminate this Agreement and/or your access to the Farepay Payment App if:
An Event of Default is not capable of remedy within 10 days or at all;
Your conduct indicates that you no longer intend to be bound by this Agreement;
You do not respond to Farepay’s request for information in 5 (d) within 7 Business Days;
In Farepay’s absolute discretion it is not satisfied with the information provided pursuant to 5(d);
In Farepay’s absolute discretion it believes you are using the Farepay Payment App for purposes other than in payment of Taxi transport services;
An assignment of this Agreement without the prior written of Farepay as set out in clause 25; or
You suffer an Insolvency Event.
Either party may terminate this Agreement for any reason whatsoever by giving the other party 30 days’ prior written notice.

Other Rights and Obligations Not Affected

The exercise by us of any of our rights under this Agreement does not affect:
Your obligations under this Agreement; or
Any other rights or remedies we may have in relation to any failure by you to pay an amount due (including a right to terminate this Agreement), whether under this Agreement or otherwise.

Your Acknowledgements

No Warranties
To the maximum extent permitted by law including the ACL, all conditions and warranties expressed or implied by law, trade, custom, usage, or otherwise are expressly excluded from this Agreement.
Except for any consumer guarantee, representation, or assurance implied by law so far as it cannot be excluded, we do not give any consumer guarantee, representation, or assurance as to the quality, fitness for purpose, or safety of the Payment Terminal.
No Liability for Others
To the maximum extent permitted by law, we are not responsible for, and are not liable for, anything that may have been said to you, or any information which may have been given to you, about the Farepay Payment App or this Agreement or its effect, by any other person.
No Liability for Damage
To the maximum extent permitted by law, Farepay is not liable for:
Any injury or loss that you or any other person suffers as a result of your usre of the Farepay Payment App;
Any damage to, or loss or destruction of, property belonging to you or anybody else, arising out of the operation, or use of the Farepay Payment App; or
Any monies owed to you as a result of a Payment Service Outage or a network outage which is out of Farepay’s control.
To the maximum extent permitted by law, our liability to you under this Agreement is limited to any monies owed to you under this Agreement, in our absolute discretion.

No Indirect or Consequential Loss

Farepay is not liable in for any indirect or consequential loss or loss of profit, economic loss, loss of revenue, loss of opportunity, loss of management time, or any other indirect or consequential loss incurred by you, including, without limitation, any loss by reason of delay, defective or faulty materials or workmanship, negligence, or any act, matter, or thing done, permitted, or omitted to be done by Farepay, or any Payment Service Outage or any other network outage which is out of our control.

Warranties

You represent and warrant to Farepay, as an inducement to enter into this Agreement, that as at the Commencement Date and on each Date during the term of this Agreement:
You have full legal capacity and power to enter into this Agreement and to carry out the transactions that this Agreement contemplates;
You hold each Authorisation that is necessary or desirable to execute this Agreement and to carry out the transactions that this Agreement contemplates, and you are complying with any conditions to which any of these Authorisations is subject;
This Agreement constitutes legal, valid, and binding obligations enforceable against you in accordance with its terms;
To your knowledge, there are no actions, claims, proceedings, or investigations pending or threatened against you or by, against, or before any person that may have a material effect on the subject matter of this Agreement; and
You are not the subject of an Insolvency Event.

Reliance

You acknowledge that Farepay has entered into this Agreement and provided access to the Farepay Payment App in reliance on the representations and warranties in clause 15 and the information that you have provided Farepay when considering your Application.

Approved Payment Methods

The parties agree that Farepay may, in its absolute discretion and following notice in writing to you:
Approve any new or updated version of an Approved Payment Method or any other instrument that enables a Farepay account holder to incur a charge on its account through the use of a Payment Terminal, from time to time for the purposes of this Agreement; or
Remove an Approved Payment Method so that such payment card ceases to be an Approved Payment Method for the purposes of this Agreement.
Ownership of Intellectual Property Rights
You acknowledge and agree that the Intellectual Property Rights are owned or entitled to be owned by Farepay or a Related Body Corporate of Farepay, and you have no right, title, or interest in the Intellectual Property Rights, other than as set out in clause 5.
You must:
Only use the Intellectual Property Rights in accordance with the reasonable written directions of Farepay;
Not licence any of the Intellectual Property Rights to or allow the use of any of the Intellectual Property Rights by any other person in any circumstances;
Immediately notify Farepay of, and comply with Farepay’s directions in relation to, any issue, claim, demand, threat, notice of proceedings, or cause of action (whether contingent, accrued, or otherwise) against or involving you relating to any Intellectual Property Rights; and
Do all other acts and things that may be reasonably required by Farepay to ensure the protection of the Intellectual Property Rights.

Obligations of Confidentiality

Each party (Receiving Party) receiving, possessing, or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party’s Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party. Subject to clause 19(b), the Receiving Party must:
Keep the Disclosing Party’s Confidential Information confidential and not directly or indirectly disclose, divulge, or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
Take all reasonable steps to secure and keep secure all Disclosing Party’s Confidential Information coming into its possession or control;
Not deliberately memorise, use, modify, reverse engineer, or make copies, notes, or records of the Disclosing Party’s Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under this Agreement; and
On request, destroy the Disclosing Party’s Confidential Information.
The obligations of confidentiality under clause 19(a) do not apply to any information that:
Is generally available to the public (other than by reason of a breach of this Agreement); or
Is required to be disclosed by any applicable Law.

Privacy

Where you collect or have access to any Personal Information of an individual in order to fulfil your obligations under this Agreement, you must:
If, and to the extent, you are to provide Personal Information to Farepay or Farepay is to provide Personal Information to you, comply with the requirements of all applicable Laws in relation to the discharge of your obligations under this Agreement as if you were Farepay;
If requested by Farepay, provide a notice to the individual in the form and manner advised by Farepay when collecting Personal Information;
Without limiting the generality of the foregoing, and unless required or authorised by Law:
Not use Personal Information other than for the purposes of this Agreement;
Not disclose Personal Information without the prior written consent of Farepay, or any other persons authorised in writing by Farepay;
Not transfer Personal Information outside Australia without the prior written consent of Farepay.
You must comply with all applicable data privacy laws and regulations while using the Payment Terminal, and must implement and maintain appropriate technical and organisational measures or other protections for Personal Information, data, and Confidential Information.

Entire Agreement

This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications between the parties.
Each party acknowledges that, except as expressly stated in this Agreement, that party has not relied on any representation, warranty, or undertaking of any kind made by or on behalf of another party in relation to the subject matter of this Agreement.

Severability

Any provision of this Agreement which is invalid in any jurisdiction must, in relation to that jurisdiction:
Be read down to the minimum extent necessary to achieve its validity, if applicable; and
Be severed from this Agreement in any other case, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

Subcontract

You cannot subcontract the performance of this Agreement without Farepay’s prior written consent.

Variation

This Agreement cannot be amended or varied except in writing signed by all parties.

Assignment

You cannot assign, novate, or otherwise transfer any of your rights or obligations under this Agreement without obtaining Farepay’s prior written consent which may be given in its absolute right and discretion.
If a corporation is entered in Section 1 of this Agreement then any change in the shareholding or effective control of the corporation will be deemed to be an assignment of this Agreement and will require Farepay’s prior written consent.
If Farepay is not notified of an Assignment or its prior written consent is not provided Farepay may immediately terminate this Agreement in accordance with clause 11(b)(v).

Waiver

Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power, or remedy provided by law or under this Agreement by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power, or remedy provided by law or under this Agreement.
Any waiver or consent given by any party under this Agreement will only be effective and binding on that party if it is given or confirmed in writing by that party.
No waiver of a breach of any term of this Agreement will operate as a waiver of another breach of that term or of a breach of any other term of this Agreement.

Further Acts

Each party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by any other party to give effect to this Agreement.

Severance

If any provision or part of a provision of this Agreement is held to be illegal, unenforceable, or otherwise invalid, that provision or part will be deemed to be severed from this Agreement, and the remainder of this Agreement will continue in effect.

Force Majeure

A failure to perform any obligation under this Agreement (other than by the payment of money) by either party will not be deemed to be a breach of this Agreement if that failure or delay is due to any cause beyond the reasonable control and without the fault or negligence of that party. In order to excuse its default on this basis, a party will notify the other of the occurrence or the cause, specifying the nature, particulars, and expected duration thereof. If a Force Majeure Event continues for a period of 3 months or more, a party may terminate this Agreement by giving 30 days’ written notice to the other. Any such termination will not affect the accrued rights and obligations of the parties as at the date of termination.

Clauses Surviving Termination of Agreement

Clauses 2(a), 9, 13, 14, 15, 16, 18, 19, 20, and this clause 8.16 will survive termination of this Agreement.

Definitions

In this Agreement:

ACL: means the Australian Consumer Law as set out in the Competition and Consumer Law Act 2010 (Cth);

Agreement: means this agreement, including the Application and the Terms and Conditions;

Approved Payment Method: means any payment method advised by Farepay subsequent to the commencement of this Agreement and includes but is not limited to the following types of card issued by card issuers:

Visa;
Mastercard;
American Express.

Approved Transaction: means a card transaction through an Approved Payment Method that you receive approval to accept, but does not include an Invalid Transaction.

Application: means the registration for the use of a “Farepay Payment App” account as submitted to us by you.

Authorisation: means:

an authorisation, consent, right, certificate, licence, permit, declaration, exemption, notarisation or waiver, however described (including any renewal or partial renewal); and
any authorisation or consent regarded as given by a Government Agency where, in relation to something that can be prohibited or restricted by law if the Government Agency takes action within a specified period, that period expires without that action being taken.

Business Day: means any day which is not a Saturday, Sunday or public holiday in the State or Territory in which you operate.

Commencement Date: means the date on which you are supplied with an activated Farepay Payment App account.

Confidential Information: means the terms and existence of this Agreement and all information belonging or relating to a party to this Agreement, whether oral, graphic, electronic, written or in any other form, that is:

identified as confidential or ought reasonably to be considered confidential;
related to the business, operations, systems, processes, finances, strategies, clients, suppliers, technology, trade secrets or other affairs of a party; or
marked as confidential.

Corporations Act: means the Corporations Act 2001 (Cth).

Disclosing Party: has the meaning given in clause 19.

Driver Accreditation: means accreditation to drive a Taxi issued to you by the relevant Government Authority in the relevant State in which you drive the Vehicle.

Driver’s Licence: means a valid and effective driver’s licence issued by the relevant Government Authority in the relevant State in which you drive an authorising you to drive a motor car.

Event of Default: means an event specified in clause 9.1.

Face Value: means the amount in AUD representing the total fare for the provision of Services (including any toll charges, special levies or gratuities).

Financial Institution: means the financial institution nominated by you at which the Nominated Account is maintained.

Government Agency: means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute.

Insolvency Event means, with respect to a party to this Agreement, one or more of the following events or circumstances occurring concerning that party (or any person forming part of the party):

being in liquidation, provisional liquidation, or under administration;
having a controller (as defined in the Corporations Act) or similar person appointed over it or any of its assets;
being unable to pay its debts or otherwise being insolvent;
if the party is a natural person, becoming bankrupt under the relevant provisions of the Bankruptcy Act 1966 (Cth);
entering into a compromise, arrangement, or assignment for the benefit of its members or creditors;
any similar event or circumstance under the laws of any jurisdiction.

Intellectual Property Rights means all current and future intellectual and industrial property rights in the Farepay Payment App as conferred by law, wherever they exist, including:

trade marks, service marks, symbols, branding, logos, and other trade indicia (whether registered or not) owned or controlled by Farepay or any of its Related Bodies Corporate and used in connection with the business conducted under the name “Farepay” (or any name that replaces the “Farepay” name);
patents, designs, copyright, rights in circuit layouts, know-how, domain names, inventions, trade secrets, and any other rights arising from intellectual efforts in any field, whether registered or capable of registration;
any application for registration or right to apply for registration of any of these rights;
any registration of these rights or any registration of applications referred to in paragraph (c);
all renewals and extensions of these rights.

Invalid Transaction means any transactions:

which relates to the provision of Services outside the period of validity indicated on the Approved Payment Method;
the Face Value of which exceeds any limits for the Approved Payment Method;
where the Approved Payment Method was not presented to the Farepay Payment App for the relevant transaction;
which is deemed invalid, not authorised, or not honoured by the provider of an Approved Payment Method;
which is fraudulent due to your actions or the actions of any Driver;
which does not pertain to the provision of Services;
which is otherwise rejected by our bank, card issuer, or other relevant party.

Laws means:

principles of law or equity established by decisions of courts;
statutes, regulations, or by-laws of the Commonwealth, a State, a Territory, or a Government Agency; and
requirements and approvals (including conditions) of the Commonwealth, a State, a Territory, or a Government Agency that have the force of law.

Nominated Account means your designated bank account as specified in your Application, or as otherwise communicated to us in writing from time to time during the duration of this Agreement.

Loss means any action, claim, proceeding, demand, liability, loss, damage, expense, or cost (including legal costs on a full indemnity basis) incurred by a party to this Agreement.

Payment Date means every Business Day in the State of New South Wales.

Payment Period means a calendar month.

Payment App means the payment mobile application provided by Farepay to you, consisting of software capable of accepting and processing Approved Payment Methods.

Personal Information means any information or opinion, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent or can reasonably be ascertained from that information or opinion (including information that qualifies as personal information under the Privacy Act 1988 (Cth) or any other applicable laws).

PPSR has the meaning given in the Personal Property Securities Act 2009 (Cth).

Receiving Party has the meaning specified in clause 19.

Related Body Corporate has the meaning defined in the Corporations Act.

Services means the commercial driving services provided by you or a Driver to a customer in your Taxi.

Taxi means a motor vehicle licensed as a taxi-cab by the relevant Government Authority in the respective State for transporting passengers in exchange for fare payment.

Terms and Conditions means these terms and conditions governing your licence of and access to the Farepay Payment App, as updated by Farepay from time to time during the term of this Agreement.

We, us, our, Farepay or similar terms mean Good Pay Co Pty Ltd, ABN 33 668 450 459 trading as Farepay and each of its Related Bodies Corporate.

You, your, Driver or similar terms mean the person or corporation set out in the Application and in Section 1 of this Agreement.

Interpretation

In this Agreement:

Headings are for convenience only and do not affect interpretation unless the context indicates a contrary intention.
The expression “person” includes an individual, the estate of an individual, a corporation, an authority, an association, or a joint venture (whether incorporated or unincorporated), a partnership, and a trust.
A reference to any party includes that party’s executors, administrators, successors, and permitted assigns, including any person taking by way of novation.
A reference to any document (including this Agreement) is to that document as varied, novated, ratified, or replaced from time to time.
A reference to any statute or to any statutory provision includes any statutory modification or reenactment of it or any statutory provision substituted for it, and all ordinances, bylaws, regulations, rules, and statutory instruments (however described) issued under it.
Words importing the singular include the plural (and vice versa), and words indicating a gender include every other gender.
References to parties, clauses, schedules, exhibits, or annexures are references to parties, clauses, schedules, exhibits, and annexures to or of this Agreement.
Where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
A reference to “$” or “dollar” is to Australian currency.
Wherever “include” or any form of that word is used, it must be construed as if it were followed by “(without being limited to)”.