Our terms and conditions will govern all agreements entered into between the Client (“You”, “Your”) and Reward Gateway Pty Ltd (ACN 141 363 564) (“We”, “Us”, “Our”) (together the “Parties”) for the provision of Services. Clauses 1 to 21 inclusive will remain in force at all times. Together these clauses represent the entire and only agreement between Us.
Reward Gateway Pty Ltd: employee engagement company operating the Reward Gateway platform and registered at Suite 24.07, Level 24, Governor Macquarie Tower, 1 Farrer Place Sydney 2000
Client: state name and address of principal office
Annual Fee: state amount. , as described in Clause 6.
ATO means the Australian Taxation Office.
Confidential Information: any confidential information concerning the business, affairs, customers, clients or suppliers of the other party including any sensitive information.
Contract Year: 12 month period post Launch or Renewal Date.
Data Subject: the individual to whom the Personal Information relates.
Employees: state number employees who work for You in Australia.
Launch Date: The date of commencement of the Minimum Term as specified by Us in writing.
Minimum Term: state number of years, the initial duration of the agreement, subject to earlier termination in accordance with Clause 12.
Personal Information: has the meaning set out in section 6 of the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth).
Retail Partners: businesses whose goods, services, vouchers, appear on the Reward Gateway platform.
Renewal Date: the last day of the Minimum Term or Contract Year.
Services: as described in Clause 3 and where applicable Reward and Recognition and E-Cards.
Service Effective Date: The day which your employee engagement platform has been implemented and deployed
Setup Fee: state amount one-off build fee.
Working Day: Monday to Friday excluding Public Holidays in Sydney, Australia.
3.1. We will provide access to the following Services with reasonable skill and care and in accordance with applicable laws and regulations:
3.1.1. Unique domain name Reward Gateway platform;
3.1.2. Management information portal;
3.1.3. Relationship manager and help desk;
3.1.4. Employee communication plan and design (printing and distribution services on request at additional cost);
3.1.5. Your corporate logo, colour palette and “benefit brand title” customisation;
3.1.6. All deals agreed with Retail Partners subject to Your restrictions.
3.2. We will neither be responsible for Retail Partners’ website content, nor the quality of goods and services they supply, nor be party to any contract entered with them.
3.3. We reserve the right to suspend Employee access where We believe commercially or reputation damaging actions are evident.
Our Service Level Agreements
4.1. We will comply with the following service levels:
4.1.1. Our help desk will be available 24/7/364 (closed Christmas Day). 90% of help desk calls will be answered within 30 seconds.
4.1.2. Our client support team will be available 24 hours per day Monday through Friday and can be contacted by phone or email. They will triage your question or issue within 15 minutes.
4.1.3. 99% of Retail Partner instant vouchers will be available to the user’s within sixty seconds of payment card approval. This SLA applies 24 hours a day, every day.
4.1.4. 99% of Retail Partner paper vouchers ordered by 11am Monday to Friday (excluding Bank Holidays) will be dispatched same day.
4.1.5. 99.5% web server availability measured across any rolling twelve month period excluding out of hours scheduled maintenance and emergency preventative maintenance. If emergency maintenance is required, for example to apply a patch or software update to prevent a DNS attack, then the platform may be made unavailable without notice and during core hours.
4.1.6 Our commitment to ISO 27001 demonstrates how important data security is to us. We will conduct a minimum of two third party penetration tests with a suitably qualified third party in each 12 month period. More information on our security policies & procedures can be found on our dedicated page.
5.1. You will not promote the Services to or charge any party for access to the Reward Gateway platform other than your Employees unless otherwise agreed with Us.
5.2. You will not appoint any third party to provide services similar to the Services during the Term.
5.3. You will provide Us with all reasonable assistance in communicating the Services through your usual channels to your Employees, executives, managers and benefits champions, co-operate with us in all matters relating to the Services, provide us with such information and materials as We reasonably require to supply the Services and ensure that such information is accurate in all material respects, obtain all necessary licences, permissions and consents which may be required before the Launch Date and maintain them during the term of this agreement.
Fees and Payment
6.1. We will invoice You in respect of the Setup Fee when You sign the agreement . You will pay Us by bank transfer within 30 days of receipt of Our invoice.
6.2. The day on which your employee engagement platform solution has been implemented and deployed will be your “Service Effective Date”, and this is the date from which your Minimum Term begins. Billing shall begin on your Service Effective Date and We will then invoice You for your first payment. Your first year’s fees shall be billed on the Service Effective Date.
6.3 On subsequent anniversaries and when the agreement is renewed in accordance with Clause 7, We will invoice You one month prior to the end of the current Contract Year for Services to be provided in the following year.
We will supply the Services to You for the Minimum Term, following which the agreement will automatically renew on the Renewal Date and continue for a further twelve months (‘Renewal Term’), unless terminated in writing between thirty and sixty days prior to the expiry of the Minimum Term or Renewal Term, as applicable.
You grant Us a perpetual, non-exclusive, royalty free license to use Your logos and graphics to operate the Services for your Employees and warrant that such logos and graphics will not infringe the intellectual property rights of any third party.
Both Parties agree to treat as confidential Confidential Information save for disclosure required by law.
Privacy and Data Protection
10.2. We will maintain in place during the term of the agreement the following (or equivalent) anti-virus protection measures:
10.5. We shall notify You within five (5) Working Days if We receive a request from a Data Subject for access to that person's Personal Information. We shall provide You with reasonable co-operation and assistance in relation to any request made by a Data Subject to have access to that person's Personal Information. We shall not disclose the Personal Information to any Data Subject or to a third party other than at the request of You.
10.6. We shall permit You or Your external advisers (subject to reasonable and appropriate confidentiality undertakings) to inspect and audit Our data processing activities.
10.7. On the termination of the agreement, We shall, at Your option, return all the Personal Information transferred and the copies thereof to You or shall destroy all the Personal Information, unless legislation imposed upon Us prevents Us from returning or destroying all or part of the Personal Information transferred.
10.8. We will notify You of any potential or actual losses of the Personal Information as soon as reasonably possible and, in any event, within three (3) Working Days of identification of any potential or actual loss to enable the Parties to consider what action is required in order to resolve the issue in accordance with the DPA. We agree to provide reasonable assistance as is necessary to You to facilitate the handling of any data security breach in a compliant manner.
We limit, to the extent allowed by the law, our overall liability to you at three times the SmartHub™ Annual Fee. Unless set out elsewhere in this agreement we will not be liable for:
11.1. indirect, consequential or economic loss; or any loss of use or corruption of software, data or information, or loss of profit or goodwill arising out of use or access to the Reward Gateway platform, the provision of Services or otherwise in connection with the agreement.
11.2. liability howsoever arising under this agreement in total exceeding three times the value of Annual Fee.
11.3. cashback and card balances that remain unclaimed beyond two years.
11.4. Nothing in this agreement limits or excludes liability which cannot be limited or excluded by law, including warranties and guarantees which may be implied into this agreement by the Competition and Consumer Act 2010 (Cth).
12.1. We may terminate the agreement on 30 days’ written notice to you if any sum you owe to us is not paid on time.
12.2. Either Party may terminate the agreement immediately if the other Party commits a breach of the agreement and fails to remedy that breach within 30 days of receiving written notice of the breach from the Party not in breach.
12.3. You may terminate the agreement within 30 days after receipt of a Variation Notice (as that term is defined in clause 18).
12.4 On termination, You will pay outstanding fees and each Party will return to the other Party all Confidential Information of the other Party. Employee provided data will be destroyed.
12.5. Clauses 9, 10, 11, 14, 16, 20 and 21 will survive termination.
13.1. In this Clause, Force Majeure means causes beyond control of the Parties including:
13.1.1. war, civil disturbance, terrorism;
13.1.2. fire, explosion, flood;
13.1.3. theft or malicious damage; third party injunction;
13.1.4. acts or regulations of government.
13.2. Neither Party will be in breach, nor liable for any failure in performance of any obligations caused by Force Majeure.
13.3. Any Party subject to a Force Majeure event must promptly notify the other Party.
13.4. If a Force Majeure event continues beyond one month, either Party may terminate.
13.5. Neither Party will have any liability to the other in respect of termination due to Force Majeure.
14.1. In this clause 14, a word or expression defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) which is not otherwise defined in these conditions has the meaning given to it in the GST Act.
14.2. All consideration provided under these conditions is exclusive of GST unless it is specifically expressed to be GST inclusive. If a party (Supplier) makes a taxable supply to another party (Recipient) under or in connection with these conditions in respect of which GST is payable, the Recipient must pay the Supplier an additional amount equal to the GST payable on the supply (unless the consideration for the taxable supply was specified to include GST). The additional amount must be paid by the Recipient by the later of:
14.2.1. the date when any consideration for the taxable supply is first paid or provided; and
14.2.2. the date when the Supplier issues a tax invoice to the Recipient.
14.3. If an adjustment event varies the amount of GST payable by a Supplier under these conditions, the Supplier must adjust the amount payable by the Recipient to take account of the adjustment event. Any resulting payment must be paid by the Supplier to the Recipient, or the Recipient to the Supplier (as appropriate) within 10 Working Days of the Supplier becoming aware of the adjustment event. Any payment under this clause is deemed to be an increase or decrease of the additional amount payable under clause 6.2.
14.4. If the GST payable in relation to a supply is less than the amount the Recipient has paid the Supplier under clause 14.2, the Supplier is only obligated to pay a refund of GST to the Recipient to the extent the Supplier receives a refund of that GST from the Australian Taxation Office.
14.5. Subject to an express provision in this agreement to the contrary, any payment, reimbursement or indemnity required to be made to a party (the Payee) under these conditions which is calculated by reference to an amount paid or payable by the Payee to a third party (Outgoing) will be calculated by reference to that Outgoing inclusive of GST, less the amount of any input tax credit which the Payee is entitled to claim on that Outgoing.
14.6. If part of a supply is a separate supply under GST law, that part is a separate supply for the purpose of this clause.
14.7. Where the Supplier, Recipient or Payee in this clause 14 is a member of a GST group, a reference to the Supplier, Recipient or Payee includes the representative member of the GST group.
14.8. This clause 14 will survive the termination of this agreement by any party.
Any notice or amend will be in writing (signed by the Party giving it and served by confirmed mail to the Party due to receive it at its principal office) or by email (except for service of any proceedings or other documents in any legal action or any variation of this agreement).
If any condition is found by any court or competent jurisdiction to be invalid, that condition will be deemed not to form part of the agreement and the remaining provisions shall remain in full force and effect.
Partnership, Agency and rights of third parties
Nothing in the agreement is intended to create a relationship of employment, agency or partnership between the Parties, and neither Party will have authority to act in the name of the other. Any person or organisation that is not a party to this agreement shall not have rights in connection with it.
The terms of the agreement may be varied by written agreement, signed by both parties.
If any dispute arises in connection with the agreement, the Parties will meet within 10 days to resolve it. The Parties agree to try to settle unresolved disputes within the mediation of the Centre for Effective Dispute Resolution.
20.1. A waiver by either Party of any right under these conditions is only effective if given in writing and will not be deemed a waiver of any subsequent breach of default. A failure or delay by either Party in exercising any right provided in these conditions or by law will not constitute a waiver of that right, nor will it restrict any further exercise.
20.2. No exercise by either Party of any right provided in these conditions or by law will preclude or restrict the further exercise of any such right.
The agreement is governed by the law applicable in the State of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia to settle any claim arising under the agreement.