Service Agreement

This agreement is between RewardCo and the Client named in an Order Form. It applies to each Order Form signed by both parties.

If documents conflict, they apply in this order: the Order Form (but only where it says it changes this agreement), then this agreement, then the Service Level Agreement, then any Statement of Work.

Terms in a Client purchase order do not form part of this agreement, even if RewardCo accepts the purchase order.

Platform. RewardCo will give the Client and its Participants access to the RewardCo platform for the Term, for the modules and limits in the Order Form. Depending on the Order Form, the modules can include recognition, nominations, KPIs and targets, milestones, events, surveys, challenges, referrals, claims, cashback, a points wallet, a rewards catalogue, Gift Cards and Payouts.

Set-up. RewardCo will set up the Client's branded Program Site, emails and rewards catalogue as described in the Order Form, and give the Client an opportunity to test before launch. The Order Form states a target launch date. It is a target, not a guarantee, and RewardCo will tell the Client promptly if it expects to miss it.

Branding and domain. The Program Site can carry the Client's brand and run on the Client's own web address. The Client must arrange any DNS changes needed.

Single sign-on. If the Order Form includes it, RewardCo will connect the Program to the Client's Microsoft Entra ID (Azure AD) so that staff can sign in with their work Microsoft account.

API. If the Order Form includes it, the Client may send data such as sales or payroll events to the platform through RewardCo's API to award Points, under any API terms RewardCo provides.

Changes to the platform. RewardCo may improve and change the platform. RewardCo will not make a change that materially reduces the core functions the Client has ordered during the current Term without the Client's agreement.

Licence. RewardCo grants the Client a non-exclusive, non-transferable right, for the Term, to use the Services, and to let its Administrators and Participants use them, for its Programs. The Client must not, and must not let anyone else:

• resell, sublicense or provide the Services to a third party, except as an Agency under section 11;
• copy, modify, reverse engineer or try to obtain the source code of the platform, except as the law allows;
• interfere with the platform, introduce malicious code, or test its security without RewardCo's written agreement; or
• use the Services to send spam, or for any unlawful or fraudulent purpose.

The Order Form says, for each Program, whether it is a Self-run Program or a Managed Program. The Client may ask to switch a Program from one to the other. RewardCo will tell the Client of any change to the Fees, and the switch takes effect when both parties sign an updated Order Form.

Self-run Program. The Client's Administrators run the Program on the platform. They approve or reject Claims, manage Rewards and Payouts within the platform, answer Participants' questions and manage the Program day to day. RewardCo provides the platform and support to the Client's Administrators under the Service Level Agreement. RewardCo does not check Claims or answer Participants' questions for a Self-run Program unless the Order Form says so.

Managed Program. For a Managed Program, RewardCo will, following the Program Rules:

• check Claims and their Evidence, and approve or reject them;
• issue Gift Cards, and make Payouts or instruct them from the Client's connected Airwallex account (section 7.5);
• help Participants with questions about the Program; and
• send the Client a monthly report on the Program.

Program Rules decide. In a Managed Program, RewardCo applies the Program Rules as written. Where the Program Rules do not cover a case, RewardCo will ask the Client, or apply a reasonable interpretation and tell the Client. The Client is responsible for the content of the Program Rules.

The Client owns each Program and is responsible for:

• its Program Rules, and for any Promotion Terms, including making sure they are clear, accurate and lawful;
• deciding who is eligible, and the Points, Rewards and budget;
• compliance with laws that apply to the Program, including consumer, trade promotion and lottery, advertising, privacy, spam, employment, tax and anti-bribery laws, in every country where the Program runs;
• obtaining any trade promotion permits, approvals or registrations the Program needs;
• giving Participants any notices and obtaining any consents the law requires for the Client's own collection and use of their personal information, including a privacy collection notice;
• where a Program rewards another business's staff (for example a dealer's or reseller's employees), any consent or disclosure that business or the law requires;
• any tax on Rewards that the law places on the Client, such as fringe benefits tax or the reporting of payments to Participants; and
• the accuracy of data the Client provides, such as Participant lists, sales data and Points awards.

The Client must make the Participant Terms, its Program Rules and any Promotion Terms available to Participants before they take part. RewardCo can display them on the Program Site.

If the Client changes or ends a Program, the Client must give Participants at least 30 days' notice of a change that is likely to disadvantage them, and, when a Program ends, at least 30 days' notice and at least 30 days to redeem their available Points, consistent with section 19 of the Participant Terms.

RewardCo does not give legal or tax advice. RewardCo may point out a concern about a Program, but the Client remains responsible for getting its own advice.

The Client is responsible for who it makes an Administrator, for keeping its sign-in details secure, and for what its Administrators do on the platform.

The Client must tell RewardCo promptly if it believes an account has been misused.

RewardCo staff may access the Client's Program, and act as an Administrator or Participant, only to provide the Services, including support, set-up, investigating a problem and the Managed Services, or where the law requires.

The Client funds Rewards. The Client pays for all Rewards issued in its Programs. RewardCo's own Rewards are digital: Points, Gift Cards and Payouts.

Rewards Balance. Unless the Order Form says otherwise, the Client pays RewardCo in advance for Gift Cards, and for Payouts made from RewardCo's Airwallex account (section 7.5(a)): an initial amount set in the Order Form, and further amounts when RewardCo invoices for a top-up. RewardCo records these amounts as the Client's Rewards Balance and draws on it as Rewards are issued.

Not held on trust. The Rewards Balance is a prepaid amount for Rewards under this agreement. It is not held on trust for the Client or for Participants, it is not a deposit, and RewardCo does not pay interest on it. RewardCo may hold it with its own money. Unused amounts are dealt with under section 7.10.

Insufficient funds. If the Rewards Balance is too low to pay for a Reward, RewardCo may hold redemptions and Payouts until the Client tops it up. RewardCo will tell the Client, and may tell affected Participants that their redemption is delayed.

Payouts. Payouts go to Participants' local bank accounts in many currencies through Airwallex. The Order Form says which of these applies to each Program:

Bank details. RewardCo stores Participants' bank details encrypted and uses them only to make Payouts through Airwallex, which also receives them.

Gift Cards. RewardCo buys Gift Cards from the Suppliers on its Suppliers page (/legal/suppliers/), using the Rewards Balance, and delivers them to Participants. Gift Cards are subject to the Supplier's and issuer's terms, including expiry dates. Once a Gift Card has been issued, it usually cannot be cancelled or refunded. RewardCo may add or change Suppliers and will keep the Suppliers page up to date.

Currency and fees. Where a Payout or Gift Card is in a currency other than the Rewards Balance's currency, it is converted at Airwallex's rate at the time. Unless the Order Form says otherwise, the Client pays Airwallex's transfer fees and any conversion costs, from the Rewards Balance or its own connected Airwallex account, and they are not deducted from Participants' Payouts.

Checks and refusals. RewardCo or Airwallex may delay or refuse a Payout if a payment check is not passed, if the Participant's details are incomplete, or if RewardCo reasonably suspects fraud or a breach of law. RewardCo will tell the Client.

Unused amounts. When this agreement ends, RewardCo will refund any unused Rewards Balance, less Rewards already issued, Rewards Participants are still entitled to redeem, and any amount the Client owes RewardCo, within 90 days after the final redemption period ends.

Physical items. RewardCo does not supply physical items. If the Client offers physical items in a Program, the Client supplies and delivers them, directly or through its own supplier, under its own or its supplier's terms, and is responsible for them, including the consumer guarantees that apply to them. RewardCo only records the redemption on the platform.

Each Program can be set up so that Claims are reviewed by a person, by automatic checks against rules the Client sets, or both. The platform always flags possible duplicate Claims. These tools help reviewers; they do not guarantee that every invalid or fraudulent Claim will be found. Where the Client chooses automatic approval or rejection, the Client is responsible for the rules it sets.

In a Self-run Program, the Client decides each Claim and is responsible for its decisions.

In a Managed Program, RewardCo reviews Claims with due care and skill and in line with the Program Rules. RewardCo is not responsible for a Reward paid on a Claim that RewardCo reviewed with due care and skill, but that later proves to be fraudulent or invalid.

If either party suspects fraud in a Program, it will tell the other, and the parties will work together to investigate. RewardCo may suspend the Participants or Claims involved while it does.

The Client must pay the Fees in the Order Form. RewardCo will invoice as the Order Form says. Unless the Order Form says otherwise, invoices are due within 14 days of the invoice date.

Fees are in Australian dollars and exclude GST unless the Order Form says otherwise. The Client must pay GST and any similar tax on the Fees.

If an invoice is not paid on time, RewardCo may, after giving the Client at least 14 days' written notice, suspend the Services until it is paid. RewardCo may also charge interest on overdue amounts at 10% a year, or the maximum the law allows if that is lower.

If the Client disputes an invoice in good faith, it must tell RewardCo before the due date and pay the undisputed part. The parties will try to resolve the dispute under section 20.

RewardCo may change the Fees for a Renewal Term by giving the Client at least 30 days' written notice before the Renewal Term starts.

Ownership. The Client owns the Client Data. RewardCo may use Client Data only to provide the Services, to meet its legal obligations, and in de-identified, combined form to improve the platform.

Separation. RewardCo keeps each Client's Program and Client Data logically separate from every other client's, within a shared database, so that each Client sees only its own.

Export. During the Term, the Client can use the platform's standard exports at any time. These are CSV exports of Claims and of survey links, and the platform's on-screen reports. RewardCo will make a full export of the Client Data on request. One full export when this agreement ends is free; other full exports are charged at the rate in the Order Form.

Privacy. For Client Data that is personal information, the Client decides the purposes, and RewardCo handles it on the Client's behalf. RewardCo will:

• handle it only to provide the Services, on the Client's instructions, and as the law requires;
• comply with the Privacy Act 1988 (Cth) and the APPs as if it applied to RewardCo in handling it;
• take reasonable security steps, as described in the Privacy Policy;
• make sure its staff and service providers who handle it are bound by confidentiality;
• tell the Client of a data breach affecting Client Data, and help the Client assess it and notify where required, as section 12 of the Service Level Agreement sets out;
• help the Client respond to Participants' requests to access or correct their information;
• disclose it outside Australia only as described in the Privacy Policy; and
• use Participants' bank details only to make Payouts (section 7.6).

Data processing terms. Where the UK GDPR, the EU GDPR or another law requires a data processing agreement, RewardCo's data processing addendum applies to the personal information that law covers. RewardCo keeps a list of its sub-processors and gives it to the Client on request; its reward and payment Suppliers are also listed on its Suppliers page (/legal/suppliers/).

Deletion. After this agreement ends and the export period in section 19 has passed, RewardCo will delete or de-identify the Client Data within 90 days, except records RewardCo must keep by law, such as financial records. Copies in RewardCo's backups are deleted as those backups reach the end of their normal retention, within 12 months.

What an Agency can do. An Agency may offer the Services to its Agency Clients under the Agency's own brand. Each Agency Client can choose either way to run its Program: run it itself, or have RewardCo run it. The Agency's Order Form sets out its fees and other commercial terms.

Two contract models. The Order Form for each Agency Client Program says which model applies:

Agency responsibilities. In both models, the Agency must:

• in model (a), have an agreement with each Agency Client that is consistent with this agreement, including the Client responsibilities in section 5, and that lets RewardCo provide the Services;
• make sure each Agency Client makes the Participant Terms available to its Participants;
• act only within the access and authority the Agency Client has given it; and
• not make any promise about the Services that this agreement does not support.

The Agency Client controls its data. In both models, each Agency Client owns its Client Data. Before the Agency is given access to any of it, the Agency Client and RewardCo agree in writing which information the Agency can see, for example usage figures or Participant lists. The Agency must not try to access data it has not been given access to. In model (a), the Agency must make sure its agreement with the Agency Client gives the Agency Client this choice.

Brand. The Agency grants RewardCo a licence to use its name, logos and branding to provide the white-label Services. The Agency must make sure it has the rights to any Agency Client branding it supplies.

If the Agency relationship ends. If the Agency's agreement with RewardCo, or with an Agency Client, ends, RewardCo will, if the Agency Client asks, offer to continue the Agency Client's Program directly on RewardCo's then current terms, so that Participants are not left without their Rewards. In model (b), the Client's agreement with RewardCo continues, and the Client may remove the Agency as its manager by notice to RewardCo.

RewardCo owns the platform, its software, designs and documentation, and all improvements to them, including improvements made at the Client's request, unless the Order Form says otherwise.

The Client owns its brand, content and Client Data. The Client grants RewardCo a licence, for the Term, to use them to provide the Services.

If the Client gives RewardCo feedback or suggestions, RewardCo may use them without obligation, but not in a way that identifies the Client without its consent.

Case studies and logos. RewardCo may name the Client as a client and show its logo on RewardCo's website and in sales materials. If the Client asks in writing, RewardCo will stop doing so for new materials within a reasonable time.

Each party must keep the other party's Confidential Information confidential, use it only for this agreement, and disclose it only to its staff, contractors and advisers who need to know it and are bound by confidentiality, or where the law requires.

Confidential Information means information that is marked confidential or that a reasonable person would understand to be confidential, including Client Data, the terms and Fees of this agreement, and RewardCo's non-public information about the platform. It does not include information that is public (other than through a breach of this agreement), that the receiving party already had or developed independently, or that it received from a third party without a duty of confidence.

If the law requires a party to disclose the other party's Confidential Information, it must, where lawful, tell the other party first so that it can seek protection.

Each party warrants that it has authority to enter into this agreement.

RewardCo warrants that:

• it will provide the Services with due care and skill;
• the platform will work materially as described in its documentation; and
• it will comply with laws that apply to it in providing the Services.

The Client warrants that its Programs, Program Rules, Promotion Terms and content will comply with the law, and that it has the rights and consents needed for the Client Data it provides.

Except as this agreement says, and to the extent the law allows, RewardCo does not promise that the Services will be uninterrupted or error-free, or that a Program will achieve a particular result.

Consumer law. If the Client is a consumer under the Australian Consumer Law, the Client has guarantees that cannot be excluded. Where the law allows, RewardCo's liability for failing to meet a guarantee is limited to supplying the Services again or paying the cost of having them supplied again.

RewardCo will meet the availability, support, managed program, backup, security incident and reporting commitments in the Service Level Agreement, unless the Order Form sets different ones. The Service Level Agreement forms part of this agreement.

Service credits under the Service Level Agreement are the Client's only financial remedy for the platform being unavailable, but do not limit the Client's right to end this agreement under section 18.

By RewardCo. RewardCo will defend the Client against any third party claim that the platform, used as this agreement allows, infringes that third party's intellectual property rights, and will pay any damages and costs awarded or agreed in settlement. If such a claim is made, RewardCo may change the platform so it does not infringe, get the right for the Client to keep using it, or, if neither is reasonably possible, end the affected Services and refund prepaid Fees for the unused period.

By the Client. The Client will defend RewardCo against any third party claim, including a claim by a regulator or a Participant, arising from the Client's Program Rules or Promotion Terms, the Client's breach of law in running its Program, or Client content, and will pay any damages, fines (where the law allows) and costs awarded or agreed in settlement. This does not apply to the extent the claim arises from RewardCo's breach or negligence, including in providing the Managed Services.

Conditions. The party seeking the indemnity must tell the other party promptly, let it control the defence and settlement (but not settle in a way that admits fault for the indemnified party without its consent), and give reasonable help at the other party's cost.

No indirect loss. Neither party is liable to the other for loss of profit, revenue, goodwill or data, or for indirect or consequential loss, however caused.

Cap. Each party's total liability under or in connection with this agreement in any 12-month period is limited to the Fees paid and payable by the Client in the 12 months before the event giving rise to the claim. For breach of section 13 (Confidentiality) or section 10.4 (Privacy), the limit is instead three times those Fees.

Exceptions. Sections 17.1 and 17.2 do not limit:

• the Client's obligation to pay Fees and to fund Rewards;
• RewardCo's obligation to apply the Rewards Balance to Rewards, or to refund unused amounts under section 7.10;
• liability under the indemnities in section 16;
• liability for fraud, wilful misconduct, death or personal injury; or
• any liability that cannot be limited by law.

Reduction. Each party's liability is reduced to the extent the other party caused or contributed to the loss.

Term. This agreement starts on the date in the Order Form and continues for the initial term in the Order Form (Initial Term).

Renewal. At the end of the Initial Term, the agreement renews for successive 12-month periods (each a Renewal Term) unless either party gives written notice at least 30 days before the renewal date that it does not want to renew. RewardCo will remind the Client in writing at least 60 days before each renewal date.

Ending for breach. Either party may end this agreement by written notice if the other party materially breaches it and does not fix the breach within 30 days of being told of it, or if the breach cannot be fixed.

Ending for insolvency. Either party may end this agreement by written notice if the other party becomes insolvent, has an administrator, receiver or liquidator appointed, or stops carrying on business.

Ending early for convenience. The Client may end this agreement before the end of the Term by giving RewardCo at least 90 days' written notice. The Client must then pay an early termination amount equal to the lower of 3 months' Fees and the Fees for the rest of the Term, plus any set-up costs not yet paid. The parties agree that this amount is a genuine estimate of RewardCo's loss.

Suspension. RewardCo may suspend all or part of the Services, with as much notice as is reasonable, if the Client has not paid an overdue invoice after notice under section 9.3, or if suspension is needed to protect the platform, other clients or Participants, or to comply with the law.

Participants. Before Services end, the Client must give Participants notice and a period to redeem their available Points, as required by section 5.3. RewardCo will keep the Program Site open for redemptions during that period.

Export. For 30 days after the agreement ends (or after the final redemption period, if later), the Client can export its Client Data or ask RewardCo for a copy.

Fees. The Client must pay Fees for Services provided up to the end date. If RewardCo ends the agreement for its own convenience or because of RewardCo's breach, RewardCo will refund prepaid Fees for the unused period.

Survival. Sections that by their nature should continue after the agreement ends, including sections 7.10, 10, 12, 13, 16, 17, 19 and 20, continue.

Disputes. If a dispute arises, either party may give the other written notice of it. Senior representatives of each party will meet within 10 Business Days to try to resolve it in good faith. If it is not resolved within 30 days of the notice, either party may start proceedings. This does not stop either party seeking urgent relief from a court.

Governing law. This agreement is governed by the laws of New South Wales, Australia, wherever the Client is. Each party submits to the exclusive jurisdiction of the courts of New South Wales.

All proceedings are conducted in English. If this agreement is translated, the English version applies.

Relationship. The parties are independent contractors. Neither is the other's agent, partner or employee.

Notices. Notices must be in writing and sent to the email address in the Order Form (for RewardCo, legal@rewardco.com unless RewardCo gives another). A notice sent by email is received when it is sent, unless the sender receives a delivery failure message.

Assignment. Neither party may assign this agreement without the other's written consent, which must not be unreasonably withheld. Either party may assign it without consent to a buyer of all or most of its business, with notice to the other.

Subcontracting. RewardCo may use subcontractors and Suppliers to provide the Services, and remains responsible for them.

Events beyond control. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, pandemics, war, government action, or failures of the internet or of a third party's systems that it could not reasonably avoid. This does not excuse an obligation to pay money. If such an event lasts more than 60 days, either party may end the affected Services by notice.

Changes to this agreement. RewardCo may update this published agreement. An update applies to an existing Client only from its next Renewal Term, and only if RewardCo has given the Client at least 30 days' written notice, unless the Client agrees sooner. A change that a Client must accept during a Term needs both parties' written agreement.

Entire agreement. This agreement, the Order Forms and the Service Level Agreement are the entire agreement between the parties about the Services, and replace earlier discussions and agreements about them.

Severability and waiver. If any part of this agreement is invalid or unenforceable, the rest still applies. A party does not waive a right by not enforcing it straight away.

Counterparts. An Order Form may be signed electronically and in counterparts.