Frontcover Member Card — Client Program Terms (Australia)

Last updated: 18 August 2025

These Client Program Terms (Terms) govern your organisation’s participation in the Frontcover Member Card program. The Member Card is a prepaid, reloadable Visa card issued by iGoDirect Group Pty Ltd (ABN 17 110 897 320, AFSL 551294) via the True Rewards platform (Issuer). Frontcover Group Pty Ltd (ABN 20 671 187 321) (Frontcover, we, us) is the program partner and distributor.

Important: For card product matters (fees, limits, usage, liability, privacy and dispute handling), the Issuer’s Product Disclosure Statement (PDS) and Card Terms & Conditions (Card T&Cs) apply and prevail over these Terms. Frontcover is not the card issuer and is not a party to cardholder contracts.

1.1 Client (you): the club, association, company or organisation accepting these Terms.

1.2 Scope: Frontcover provides program configuration, onboarding, dashboards, offers/cashback tooling, communications and coordination with the Issuer. The Issuer issues and operates the Card under the PDS and Card T&Cs.

2.1 Start date: From the Effective Date in Schedule 1 (or, if earlier, the date you first instruct us to issue Cards).

2.2 Term: Initial term per Schedule 1, then month‑to‑month unless terminated.

2.3 Termination for convenience: Either party may terminate on 30 days’ written notice after the initial term.

2.4 Termination for cause: Either party may terminate immediately if the other materially breaches these Terms (and, if remediable, fails to remedy within 14 days after notice), experiences insolvency, or where continuing would breach law/sanctions or a scheme/issuer requirement.

2.5 Effect: On termination, (a) program access ceases; (b) we will coordinate with the Issuer regarding Card status; (c) accrued fees remain payable; and (d) Sections that by nature survive (e.g., fees, IP, confidentiality, liability, privacy, compliance, law) continue to apply.

3.1 Issuer responsibilities: Issue Cards, perform KYC/AML checks and monitoring, maintain PDS/Card T&Cs, hold balances in a client segregated monies account, settle transactions, handle scheme disputes.

3.2 Frontcover responsibilities: Configure program rules; route data to Issuer; provide dashboards, reporting and communications tooling; coordinate support; operate offers/cashback engine as agreed.

3.3 Client responsibilities:

4.1 Loads: Value is loaded to Cards by the Authorised Representative/Issuer upon your instruction through Frontcover; timing may vary.

4.2 Funding: You must pre‑fund loads and any applicable fees/adjustments as set out in Schedule 1. We may suspend loads for late or insufficient funds.

4.3 Chargebacks & disputes: Transaction disputes are handled under Visa Scheme Rules by the Issuer. You must assist with evidence for any claims (e.g., proof of offer eligibility, member communications).

4.4 Negative balances: The product design does not support negative balances; if a negative balance arises (e.g., late reversal), you are responsible for rectifying it on request.

5.1 Program fees: You will pay the Frontcover fees set out in Schedule 1 (platform, branding, success‑based or other agreed fees).

5.2 Issuer fees: Cardholder fees and limits are per the PDS and Card T&Cs; we may pass through issuer/scheme costs that arise from your program usage (e.g., replacement card batches, special processing).

5.3 Invoicing: Unless otherwise agreed, fees are invoiced monthly in arrears and payable within 14 days. Late amounts may accrue interest at 1% per month (or the maximum lawful rate, if lower).

5.4 GST: Amounts are exclusive of GST unless stated; GST will be added where applicable. You must provide valid tax invoices and payment details when required.

6.1 Offer rules: Cashback and partner offers configured in Frontcover are governed by the rule set in your dashboard (categories, MCCs, geographies, caps, accrual windows).

6.2 Funding & reconciliation: Unless otherwise agreed, you fund cashback liability. We will provide reporting to reconcile accruals and payouts.

6.3 Marketing claims: You are responsible for the accuracy of marketing claims to members; do not imply bank deposit, guaranteed acceptance, or features not supported by the Issuer or scheme.

7.1 AML/CTF & sanctions: The Issuer performs KYC and monitoring; you must support accurate capture of KYC data, promptly report suspicious activity to Frontcover, and comply with sanctions laws.

7.2 Prohibited uses: The Card must not be used for illegal transactions, ATM cash‑out, direct debits/recurring payments or other restricted categories notified by us or the Issuer.

7.3 Incident response: Notify Frontcover without undue delay of any security incident or suspected fraud related to the program. Cooperate with investigations and remedial steps.

7.4 Audit: On reasonable notice, you will make relevant program records available for review by Frontcover/Issuer (or their auditors) to confirm compliance with these Terms, the PDS and scheme rules.

8.1 Lawful basis: You warrant you have a lawful basis (e.g., consent) to provide member personal information to Frontcover and the Issuer for the purposes of program operation, AML/CTF and support.

8.2 Use of data: Frontcover acts as an independent controller for platform operations (dashboards, messaging, offers) and as a processor/authorised recipient for issuer‑directed issuance tasks; the Issuer is controller for card issuance and compliance.

8.3 Policies: Frontcover’s Privacy Policy applies to platform data; the Issuer’s privacy policy applies to card issuance and device wallet data.

8.4 Security: Each party will implement appropriate technical and organisational measures to protect personal information against unauthorised access, use or disclosure.

8.5 Retention & deletion: Personal information will be retained only as needed for program, legal and audit purposes. Upon termination, Frontcover will de‑identify or delete platform‑held personal information subject to legal retention requirements.

9.1 Licences: Each party grants the other a limited, revocable, non‑exclusive, non‑transferable licence to use its trademarks and brand assets solely for program delivery and co‑branded card artwork, subject to prior written approval and brand guidelines.

9.2 Ownership: Except for the foregoing licences, neither party transfers any IP rights. Frontcover owns the platform, dashboards, rule engine and templates.

9.3 Publicity: With your consent (not to be unreasonably withheld), Frontcover may reference the program in case studies, proposals and press materials.

9.4 Visa/Issuer marks: Use of scheme or Issuer marks must follow their requirements and may be withdrawn at any time.

10.1 Definition: Non‑public information disclosed by a party that is marked confidential or should reasonably be treated as confidential.

10.2 Obligations: Use only for the program; do not disclose to third parties except to personnel, advisers or service providers under similar confidentiality duties; protect with reasonable care.

10.3 Exceptions: Information that is public (through no breach), independently developed, or lawfully obtained without restriction; or where disclosure is required by law/regulator (with notice where lawful).

11.1 Mutual warranties: Each party warrants it is duly organised, has authority to enter these Terms, and will comply with applicable laws.

11.2 Service basis: Frontcover provides the platform and services as is and as available; we do not warrant uninterrupted or error‑free operation. Where non‑excludable guarantees apply (e.g., under the ACL), remedies are limited to resupply or payment of the cost of resupply, to the extent permitted by law.

12.1 Exclusion: To the extent permitted by law, neither party is liable for indirect, special or consequential loss, loss of profit, goodwill or business interruption.

12.2 Cap: Each party’s aggregate liability under these Terms is capped at the greater of (a) the total Frontcover fees paid or payable by you in the 12 months prior to the event giving rise to liability; or (b) AUD $50,000, except for: (i) death/personal injury caused by negligence; (ii) fraud; (iii) breach of confidentiality or data protection; or (iv) your payment obligations.

12.3 Indemnities: Each party indemnifies the other against third‑party claims to the extent arising from its breach of law or these Terms, or its willful misconduct. You additionally indemnify Frontcover against claims arising from your marketing claims, unlawful program use, or failure to obtain required consents.

13.1 Program updates: We may modify non‑material aspects of the platform or processes (e.g., UI tweaks, reporting fields).

13.2 Material changes: Material changes (e.g., features materially affecting obligations or costs) will be notified in advance where practicable.

13.3 Issuer changes: Issuer may update PDS/Card T&Cs, fees and limits. We will relay applicable notices provided to us.

You will maintain appropriate insurance cover (public liability and, where available, cyber/privacy liability) commensurate with your program risk profile.

Each party will comply with applicable anti‑bribery, corruption and modern slavery laws, and must not engage in conduct that would cause the other to breach sanctions.

Notices must be in writing and delivered by email to the contacts in Schedule 1 (or as updated). Notices are deemed received when sent, unless the sender receives a failure notice within 24 hours.

17.1 Assignment: You may not assign these Terms without our prior written consent; we may assign to an affiliate or successor.

17.2 Entire agreement: These Terms (including schedules) are the entire agreement for the program between you and us.

17.3 Severability: Invalid provisions are read down or severed; remaining provisions continue.

17.4 No agency: The parties are independent contractors; no partnership, agency or joint venture is created.

17.5 Governing law: These Terms are governed by the laws of Victoria, Australia; the parties submit to the non‑exclusive jurisdiction of its courts.