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1. Terms1.1 Where you access and use our platforms and/or click “I accept” when you register for participation in the Program (and each time your use or participate in the Program), you agree to be bound by these Terms.  Your acceptance of these Terms is a condition of your participation in the Program.  1.2 We may, from time to time, vary these Terms.  It is your responsibility to check the platforms periodically for changes and your continued use of the platforms and participation in the Program following any changes indicates your acceptance of the changes.  Notice of any material changes to these Terms will either be published on the platforms or sent to the email address registered with the Program, at our sole discretion. 1.3 You can only use and access our Services to the extent you are legally able to do so in your State, Territory and/or country and you must also be over 18 years of age (or the age of majority in your location, if older).  1.4 By accessing and using our Services, you warrant that you meet the eligibility criteria in these Terms. 1.5 We reserve the right to prohibit anyone from using our Services for any reason. 1.6 Your eligibility for a Mastercard or Visa card is at the sole discretion of Mastercard, Visa card and/or the Card Issuer and your application for, and use and operation of your Mastercard or Visa card will also be subject to separate terms and conditions imposed by Mastercard, Visa and/or provided to you by your Card Issuer.  2. Registration and Account(s)Membership Tiers & Rates2.1 Anyone can register as a standard member however, premium membership is only available to persons who register: a) as part of a pre-launch promotion of our Program via the platform; or b) via a participating business partner with whom we have partnered to offer their employees certain benefits and rewards.2.2 Cashback rewards are calculated at the following rates, subject to any exclusions, conditions or restrictions set out in the Terms. a) Standard members will receive a cashback reward that is 5% of each eligible transaction. b) Premium members will receive cashback reward that is 7% of each eligible transaction.c) (each a Cashback Reward)2.3 We reserve the right to change the above rates from time to time on notice to you via email and/or your Account.  Your continued use of our Services will constitute acceptance of the new rate and such new rate will be effective from the date we set out in such notice.Registration2.4 Registration is free, we do not charge any fees to participate in the Program. 2.5 To register, you must satisfy the following steps and requirements.a) Be over 18 years of age (or the age of majority in your location, if older).b) Register as a member of the Program via the platform and set up an account (Account). c) Provide any information we request, including your email address, phone number, Mastercard or Visa card details (card number), a username and password (User Information).d) Be the authorised holder of a valid and current Mastercard or Visa card.e) Where your Mastercard or Visa card is jointly owned with a third party, have the authorisation of that third party to register such Mastercard or Visa card to your Account.f) Register such valid and current Mastercard or Visa card(s) to your Account.  g) Complete the registration process. registration approved by us, in our discretion.2.6) Registration is only complete when it is finalised and approved by us, in our sole discretion (including based on any confirmation or rejection by Mastercard or Visa card or a Card Issuer, as applicable).Mastercard or Visa card and Transaction Monitoring2.7) You can register more than one Mastercard or Visa card, subject to compliance with all relevant requirements in these Terms.2.8) We reserve the right to ensure that the name of the registered Mastercard or Visa card(s) matches the name on the Account. 2.9) Where the Mastercard or Visa card your register to your Account has been issued to you by an employer (or similar), you are solely responsible for any conditions of use imposed on your by your employer in respect of that card.2.10) Where your Mastercard or Visa card is cancelled, lost/stolen and/or expires, it is your sole responsibility to update your User Information within your Account with the details of any replacement or renewed card, and to de-register the cancelled, lost/stolen or expired card. 2.11) By registering a payment card in connection with transaction monitoring, you authorise us and/or our representatives or agents to share your payment card information with Mastercard or Visa card (depending on the registered card) so it knows you enrolled in the Program. You authorise Mastercard or Visa card (depending upon the registered card) and eftpos to monitor transactions on your registered card(s) to identify qualifying purchases in order to determine whether you have qualified for or earned an offer linked to your payment card, and for Mastercard or Visa card to share such transaction details with us to enable your card- linked offer(s) and target offers that may be of interest to you. You may opt-out of transaction monitoring on the payment card(s) you have registered by selecting the “opt out” link in “My details” within your Account.Accounts & User Information2.12 It is your sole responsibility to ensure that your User Information (including your card number and expiry date) is true, accurate, current and complete and that you update it promptly where you make any changes.  We are not liable for any inaccurate, expired, or incorrect User Information, including your inability to collect or access any Cash Rewards, including undertake Settlement of any Cash Rewards, as a result of any inaccurate, expired, or incorrect User Information.2.13 We reserve the right to refuse registration for any reason, including if: a) we believe you cannot or will not comply with these Terms; b) we believe that any User Information you provide is inaccurate or untrue; and/orc) your Account name does not match the name on your Mastercard or Visa card.2.14 You are responsible for maintaining the security and confidentiality of your Account and User Information, including for any misuse or unauthorised access by any third party.  You are solely and fully responsible for all activities conducted under your Account. 2.15 If you believe that your Account and/or any of your User Information has been compromised, lost or misplaced, you must contact us immediately.2.16 We reserve the right to monitor your use of our Services, including activity on your Account and retain and disclose information as allowed and/or required by law in any applicable jurisdiction.2.17 Your Account cannot be transferred or assigned to any third party.Code of Conduct & Warranties2.18 You must, at all times, comply with each of the below statements, and you represent and warrant that you do and will comply with each of the below requirements:a) You must be the individual identified in your Account registration and verification process. b) You must only create an Account for yourself and not on behalf of another third party (including any family member). c) You must not use a false identity, alias, or impersonated any other third party to be issued a Mastercard or Visa card and/or to register an Account and use our Services.d) You must not participate in or undertake any false,  fraudulent or illegal activities (including any money-laundering and counter-terrorism financing activities), and/or you have not and will not make any fake, illegal, misleading, or fraudulent representations, in respect of your Account registration and/or use of our Services.e) You must, at all times, act courteously to, and not harass or otherwise interfere with other users of our Services and our Participating Merchants. f) You must comply with all applicable laws in respect of your use of our Services. g) You must be the authorised user and holder of the Mastercard or Visa card registered to your Account and you have, and will, comply with all terms and conditions imposed by Mastercard, Visa or the Card Issuer. h) Where the Mastercard or Visa card that you register to your Account is jointly owned with a third party, you must have such third party’s authorisation to register that Mastercard or Visa card to your Account.i) Where the Mastercard or Visa card that you register to your Account was issued to you by an employer (or similar), you must be authorised and permitted to register that card to a rewards program such as the Program and that such registration will not breach any conditions imposed on you by such employer.j) You must not permit any third party to access or use your Account. k) The User Information you have provided must be true, current, accurate, complete and correct and you will update it promptly if it changes.  3. Cash Rewards Calculation 3.1 Cash Rewards are calculated based on your applicable member rate and on the Total Transaction Value.3.2 Cash Rewards will not be earned in respect of the following items that may be charged to your Mastercard or Visa card.a) Interest and other bank fees and charges including without limitation foreign exchange conversion fees and reversals (and any GST payable on any of these).b) Any Excluded Transactions.c) Balance transfers.d) Payments in which you do not use the credit (CR) facility, including payments made through the Bpay® Electronic Payments Scheme.3.3 In some circumstances, certain purchases from Participating Merchants may be excluded from being eligible to attract a Cash Reward, in our sole discretion (including at the direction of Participating Merchants) for any reason. 3.4 We do not guarantee that you will receive a Cash Reward under the Program, and your eligible Cash Rewards may depend on various factors imposed by us, a Participating Merchant and/or your Card Issuer from time to time, including minimum and maximum spends, time and dates of purchase, number of purchases and other criteria. 4. Third Party Rewards Programs4.1 Pairing a transaction with our Program with any other third party rewards programs, coupons and/or similar offers may mean that you cannot earn your Cash Reward with us at all and/or result in a decrease in the calculation of your Cash Reward, including as set out in this clause 5. 4.2 In the event that the Mastercard or Visa card that you have registered to the Program is also registered to any other third party rewards programs and you can make a purchase with such Mastercard or Visa card for goods and services with a Participating Merchant who is also registered to more than one rewards program, a cash reward may only be paid for only one rewards program, and we do not guarantee that it will be paid for our Program. 5. Cash Rewards Process5.1 Cash rewards cannot be sold, transferred (including between different Accounts), held on trust, donated, inherited or any other similar action.5.2 Eligible Cash Rewards are automatically activated for eligible transactions.  We do not accept manual claims for Cash Rewards.5.3 We reserve the right to impose limits or restrictions on the number, or value, of Cash Rewards that an individual can receive (in total or on a daily or monthly basis, for example), including at the direction of Participating Merchants.Eligible Transactions5.4 To earn a Cash Reward, you must: a) purchase goods or services from a Participating Merchant using your Mastercard or Visa card that is registered to your Account (use of any other card to make a purchase from a Participating Merchant will not earn any Cash Reward); and/orb) use the credit (CR) facility (no matter what type of card your Mastercard or Visa card is, e.g. credit, debit, pre-paid, etc.), where making a purchase from a Participating Merchant at a physical store. 5.5 It is your responsibility to retain a copy of both the tax receipt and point-of-sale credit card receipt for each eligible transaction to which these Terms apply (including for the purposes of evidence of the transaction in the event of a dispute or to verify qualifying transactions).5.6 We and/or Participating Merchants may exclude certain goods and services from the offer of Cash Rewards.  It is your responsibility to check any such exclusions on our platforms and/or via any Participating Merchants. 5.7 You may not be eligible to earn a Cash Reward in the following circumstances. a) Your Mastercard or Visa card:i) is cancelled for any reason;ii) has been lost or stolen and you have not yet removed it from your Account and updated your Account with a new Mastercard or Visa card;iii) has expired and you have not renewed it and/or updated your Account accordingly.b) We reasonably suspect that:i) you have breached these Terms, or any terms and conditions associated with your Mastercard or Visa card, in any way; orii) the applicable transaction is fraudulent. Receiving a Cash Reward5.8 Where eligible, and subject to any restrictions set out in these Term, your Cash Reward will be visible in the wallet section of your Account once we receive payment from the Participating Merchant with whom you made the applicable Qualifying Transaction of all amounts owed by them to us in respect of that Qualifying Transaction.  The timeframe for this changes on a case-by-case basis, depending on the date that the relevant transaction is settled by your Card Issuer and the Participating Merchant, reported into your Account as “pending” and then reported as ‘complete’.  Such timeline may be subject to any returns period set by a Participating Merchant (in which you could still return the goods you purchased from such Participating Merchant) and/or other reason that causes your Qualifying Transaction to show as ‘pending’. Once the status of your Cash Reward will change from ‘pending’ to ‘complete’, it will be available for Settlement out of your Account. It is the sole responsibility of the Participating Merchant and your Card Issuer to settle and finalise transactions and we are not liable or responsible for any delayed or erroneous settlement.  5.9 We are not obliged to make a Cash Reward available to you unless or until we receive payment of all necessary amounts from the Participating Merchant (with whom you made the applicable Qualifying Transaction) that they owe us in respect of that Qualifying Transaction. We also reserve the right to suspend Settlement functionality, without any liability to you, unless or until we receive such amounts from Participating Merchants.Settlement of Cash Rewards & Wallet Balance5.10 Settlement of your Cash Rewards is your sole responsibility, it is not an automatic function. Where you wish to process a Settlement, you must select the ‘withdraw’ functionality in your Account and the available Cash Rewards will be credited back to the Mastercard or Visa card to which the Cash Reward relates. 5.11 There is no guarantee of the time taken between you selecting the ‘withdraw’ functionality and the applicable Cash Rewards being credited back to your Mastercard or Visa card, including that such timeframe may be subject to our or a Card Issuer’s processes. 5.12 Settlements cannot be credited or settled to an account or card other than the Mastercard or Visa card that is registered to your Account.5.13 Your wallet in your Account must always have minimum balance of $10.00, you may not be able to process a Settlement where the balance is below this amount. 5.14 If your wallet in your Account has a balance that is equal to or higher than $5,000, we reserve the right to: a) require that you undertake Settlement immediately in relation to all or part of that balance; and/or b) request additional User Information from you, including ‘Know Your Customer (KYC) information and other certifying and supporting documentation,and suspend your ability to participate in the Program, access your wallet balance in your Account and/or receive any further Cash Rewards unless or until you provide such KYC information.Refunds & Returns or Disputed Transactions5.15 Refunds or returns of purchased goods or services for which you earned a Cash Reward will trigger a reversal of the relevant Cash Reward associated with that transaction in accordance with these Terms.5.16 Where a refund or return occurs before Settlement of such Cash Reward, we may automatically withdraw the Cash Reward that relates to the refunded Qualifying Transaction from your wallet in your Account.5.17 Where a refund or return occurs after Settlement of such Cash Reward, the amount of the applicable reversed Cash Reward becomes immediately due and payable by you to us, which will be processed as follows.  A reversal of the relevant Cash Reward associated with that transaction will occur, your Account will be debited by the relevant reversed Cash Reward, and the debit will be offset against other Cash Rewards in your Account (either sitting as a balance or that you may earn in the future). We may also recover the balance of the debt from you directly and immediately upon request, including where there you do not have a sufficient balance in your Account to meet such repayment. 5.18 If your Mastercard or Visa card is credited in connection with a disputed transaction, we will adjust your Cash Reward total by deducting any Cash Reward that was earned in connection with the disputed (or subsequently reversed) transaction within 60 days (or longer depending on the terms of any agreement between you and third parties in relation to your Mastercard or Visa card).5.19 If you fail to make payment of a reversed Cash Reward after our request in accordance with clause 6.17, we may: a) suspend your Account immediately and until we receive such payment;b) liaise with your Card Issuer (and any other third party) to recover such amounts owed; or c) take any other necessary action to recover such amounts owed. 6. Participating Merchants6.1 Cash Rewards are only available in respect of Participating Merchants. 6.2 Participating Merchants are available on our platforms, however they are subject to change without notice.  It is your responsibility to check our platforms regularly for the latest information regarding Participating Merchants.6.3 All transactions using your Mastercard or Visa card are with the Participating Merchant and not with us. We do not have any responsibility or obligation for the transaction with the Participating Merchant and/or any goods or services that of the Participating Merchants. We do not endorse, or make any warranties in respect of, any goods or services of Participating Merchants. 7. Termination7.1 If you breach, or fail to abide by, these Terms, we reserve the right (but are not obliged) to suspend or permanently cancel your Account and access to the Program and restrict any future participation by you (including using different User Information).  7.2 We may also terminate your Account and/or terminate or suspend the Program for any reason (and in the case of suspension, for any period of time), by giving you written notice (via your Account or our platforms). 7.3 You may terminate your Account and participation in the Program for any reason by following the process and prompts to do so available on our platform / in your Account. 7.4 On termination of your Account and/or the Program (as applicable), you must undertake Settlement of any Cash Rewards sitting in your wallet in your Account and/or we will automatically credit such remaining Cash Rewards to your registered Mastercard or Visa card.  However, we are not liable to you for any Cash Rewards that we are unable to credit, including where the registered Mastercard or Visa card has been unlinked from your Account, has expired, or is no longer valid or current.  In such instance, your unsettled Cash Rewards will vest in us (to the extent permitted by law). 8. PrivacyYour use of our Services may involve the transmission to us of certain personal information (as that term is commonly defined under privacy laws and regulations) and/or other data and information regarding your interaction with our Services. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (that you can access here), which is incorporated into these Terms. 9. Privacy9.1 Our Services are exclusively owned, or licensed, by us and all intellectual property rights in and to our Services and all material (including text, audio, video, site design, logos, graphics, icons and images) appearing in or on our platforms (our content) remain our exclusive property.  We grant you a non-exclusive, revocable, non-sublicensable licence to access and display our content for the sole, personal and non-commercial purpose of you accessing and using our Services.  9.2 You must not: a) copy, modify, or create derivative works based on any content available through our Services; b) infringe the intellectual property rights, privacy or confidentiality of any third party;c) use our Services for any illegal or unauthorised purpose;d) access or use the platforms and our Services to collect any market research for a competing business;e) use automated means, including any type of data mining tools, to download or scrape data from the platforms; and/orf) interfere with or attempt to interrupt the proper operation of the platforms in any manner (including through the use or introduction of any virus, malicious or harmful code or similar).9.3 You grant to us a non-exclusive, irrevocable, sublicensable, royalty-free, perpetual licence to access, edit, adapt, modify, vary, develop, reproduce, communicate, publish, and/or otherwise use (to the extent permitted by law) any materials that you upload to your Account or otherwise provide to us.  This grant to us includes, but is not limited to, the right to use (to the extent permitted by law) any other information you upload or provide, including your name, photograph, likeness and biographical data.  9.4 You warrant that you have the rights in and to any such materials and information, and you take full responsibility for them, and you indemnify us for any Loss or claims relating to a breach of any third party rights in respect of such materials and information. 10. ACL10.1 Our services come with guarantees that cannot be excluded under the ACL. For major failures with the service, you are entitled:a) to cancel your service contract with us; andb) to a refund for the unused portion, or to compensation for its reduced value10.2 You are also entitled to be compensated for any other reasonably foreseeable loss or damage.10.3 If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract. 11. Disclaimer of Liability11.1 Nothing in these Terms operates to exclude, restrict, limit or modify any non-excludable rights you might have under any applicable law, including under the ACL.11.2 We do not provide warranties of any kind in relation to our Services. To the fullest extent permitted by law, and except where otherwise set out in these Terms:a) we expressly disclaim all warranties, express or implied, of any kind with respect to our Services, including without limitation that our Services will be available uninterrupted or error-free and/or other warranties (express or implied) of merchantability, fitness for use and/or a particular purpose, guarantee of a particular result or outcome, title, and non-infringement; andb) we, and our directors, officers, employees and representatives will not be liable to you (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) for any loss, damage, claim, cost, expense, including special, direct, indirect, incidental, consequential or punitive losses and damages (including for loss of profits, goodwill, use, data and/or other intangible losses) related to our Services.11.3 In the event that we become insolvent (or are subject to a similar event, such as administration (voluntary or otherwise) or bankruptcy), you will not be able to recover any outstanding amount that we owe, but have not paid, to you in priority to any of our other creditors. There may be other creditors whose debts will take priority over yours. You may not recover the full amount we owe to you and there is a risk that you will not be able to recover any of the unpaid amount. 12. Tax12.1 You are solely responsible and liable for any tax implications (including any fringe benefit taxes), obligations and payments relating to your use of our Services and participation in the Program, including in relation to obtaining Cash Rewards through the Program.12.2 It is your responsibility to you consult with your accountant or tax adviser in respect of such tax implications, obligations and payments. 13. Indemnity13.1 You indemnify and hold us and our related entities and affiliates, and our and their respective officers, agents, and employees, harmless from and against any and all claims, demands, proceedings, fines, penalties, losses and damages (actual, special, aggravated and consequential), including reasonable legal fees, however so arising (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) in connection with: a) any breach of these Terms by you;b) your use of our Services (including the Program and any registration of an Account);c) any use of your Account by third parties;d) our use of your User Information. 14. Notices14.1 You must send any notices or other communication to us under this agreement to support@furthr.com.  We will send notices to you to the email address associated with your Account and/or directly to your Account via our platforms.  It is your sole responsibility to update us of any change to its contact details.  14.2 A notice will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 72 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered. 15. General15.1 These Terms constitute the entire agreement between us and you and govern our Services. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software.15.2 We may sub-contract the performance of any part of our obligations and/or services to any third party.  15.3 The failure of either party to enforce any provisions under these Terms will not waive the right of such party thereafter to enforce any such provisions.  15.4 If any term or provision of these Terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected. 15.5 Nothing in these Terms will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.15.6 We reserve the right to amend these Terms from time to time by either giving you notice via email, your Account, and/or publishing the amended terms on our platforms. Your continued use of our Services after the date of notice or publication constitutes acceptance of the amended terms. 15.7 Any warranty, indemnity, or obligation of confidentiality in these Terms will survive termination.  Any other term which by its nature is intended to survive termination of this Agreement survives termination. 15.8 These Terms are governed by, and construed in accordance with, the laws of New South Wales, Australia and the courts of the jurisdiction will have exclusive jurisdiction over any dispute arising out of these Terms.   16. Definitions & Interpretation16.1 Defined terms have the meaning given to them throughout these Terms and/or as follows. ACL means the Australian Consumer Law as found in Schedule 2 to the Competition and Consumer Act 2010 (Cth).Card Issuer means the Australian financial institution that has validly issued you your Mastercard or Visa card.Excluded Transactions means any transaction where:a) you draw cash from the account linked to your Mastercard or Visa card using an automatic teller machine, at a financial institution or from a Participating Merchant;b) you receive a cash substitute from a Participating Merchant (including, but not limited to, using your Mastercard or Visa card to purchase gambling chips or tokens, travellers’ cheques or money orders, gift certificates or to load value to a stored value card or facility);c) you use the account linked to your Mastercard or Visa card to pay bills through a third party (such as Bpay®) where the Participating Merchant whose bill is being paid is not paid by Mastercard or Visa; ord) you use the account linked to your Mastercard or Visa card to pay bills over the counter at a financial institution; e) we do not receive payment from a Participating Merchant of any amounts owed by them to us in respect of a Qualifying Transaction,and, in some circumstances on a case by case basis may include:f) a transaction where you purchase promotional items or uses other discount codes, coupons or other promotions, including other third party reward programs; andg) transactions completed using unqualifying payment methods, including payments in which you do not use the credit (CR) facility, including payments made through the Bpay® Electronic Payments Scheme.Mastercard means the authorised Mastercard prepaid-reloadable, debit or credit card (excluding prepaid Mastercard gift cards) with a unique Mastercard number registered to your Account, which has been issued by a Card Issuer.Participating Merchants means merchants and retailers who participate in the Program from time to time by providing a Cash Reward. A full list of current Participating Merchants can be found on our platforms.Qualifying Transaction means any in-store, internet, phone (including via interactive voice response systems) or other transaction between a you and a Participating Merchant, using your Mastercard or Visa card registered to your Account, for the purchase of goods or services inclusive of all applicable taxes but does not include Excluded Transactions and/or other items expressly excluded under these Terms.Settlement means the Australian dollar amount of any Cash Reward that is credited to Mastercard or Visa card in accordance with these Terms.Total Transaction Value or TTV means the gross transaction value charged to your Mastercard or Visa card registered to your Account for a Qualifying Transaction in Australian dollars less:a) any interest and other bank fees and charges including without limitation foreign exchange conversion fees and reversals (and any GST payable on any of these); b) shipping and delivery charges identified and identifiable;c) discounts or promotions applied by the Participating Merchant before the final amount of the transaction is tendered; andd) returned or refunded transactions.Visa card means the authorised Visa prepaid-reloadable, debit or credit card (excluding prepaid Visa gift cards) with a unique Visa card number registered to your Account, which has been issued by a Card Issuer.16.2 In these Terms, the following rules of interpretation apply, unless the context otherwise requires:a) clause and subclause headings are for reference purposes only;b) the singular includes the plural and vice versa; c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;d) references to statutes include all statutes amending, consolidating or replacing such statutes;e) $ means the lawful currency of Australia, unless otherwise specified;f) any reference to a party to this document includes its successors and permitted assigns; g) the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it; andh) a reference to a clause or schedule is a reference to a clause of, or a schedule of these terms.

Welcome to Furthr App, owned and operated by The Haggle App Pty Ltd trading as Furthr App (ABN 33 627 246 931) (we, use, our).You can sign up as a participating merchant in our cashback rewards program, that allows individual cardholders to earn certain cash rewards (Cash Rewards) when using their Mastercard or Visa card with participating merchants like you (Program), via our website and mobile application (including our merchant portal available on such platforms) (platforms). Together, our platforms and the Program are referred to as our Services.These terms and conditions (Terms) govern your participation in the Program as a participating merchant. Please read them carefully. Defined terms have the meaning given to them throughout the Terms and/or at clause 17. 1. Formation1.1 Where you access and use our platforms and/or either:    (a) click “I accept” when you register to participate in the Program; or    (b) execute documentation issued by us to register in the Program,you agree to be bound by these Terms and an agreement is formed between us and the merchant (you, your, Merchant) made up of these Terms and any other documentation issued by us to you (for example, an application form or other type of schedule) (agreement). To the
extent of any inconsistency between these Terms and any other documentation provided by us to you, the information in such other documentation will take precedence (including any special conditions and/or mutually agreement amendments to these Terms set out in such documentation). 2. Registration as a Participating Merchant2.1 Your registration as a participating merchant in the Program is only complete when it is finalised and approved by us, in our sole discretion.2.2 Upon our acceptance and approval of your registration as a merchant in the Program, you must set up an account via the platform (Merchant Portal Account) and provide any necessary information that we request in such registration process (Merchant Information).2.3 It is your sole responsibility to ensure that your Merchant Information is true, accurate, current and complete and that you update it promptly where you make any changes. We are not liable for any inaccurate or incorrect Merchant Information.2.4 We reserve the right to refuse registration for any reason, including if:    (a) we believe you cannot or will not comply with these Terms; and/or    (b) we believe that any Merchant Information you provide is inaccurate or untrue.2.5 You acknowledge and agree that we are free to encourage and allow the participation in the Program of any other person or entity interested, or engaged in, any business, including any competitive business of you. 3. Merchant Portal Account3.1 Your Merchant Portal Account will give you access to our merchant portal, through which you can access certain information and reports in respect of Qualifying Transactions, Merchant fees and other Program-related information as we may make available within the portal from time to time, subject to clause 9.3.2 To the fullest extent permitted by law and without limiting any other clause in these Terms:    (a) we do not make any warranty or representation relating to the quality, accuracy, completeness and/or currency of any reports, data or information we make available to you via your Merchant Portal Account, including that such information is fit for any particular purpose or will guarantee any particular result or outcome; and    (b) we are not liable for any Loss arising out of or in connection with any loss or corruption of any content, data, information or other material made available to you via your Merchant Portal Account.3.3 You are solely and fully responsible for:    (a) maintaining the security and confidentiality of your Merchant Portal Account and Merchant Information, including for any misuse or unauthorised access by any third party;    (b) ensuring any users of your Merchant Portal Account are authorised and do not sure any login or other confidential details;    (c) all activities conducted under your Merchant Portal Account;    (d) protecting any content made available to you via your Merchant Portal Account, including backing-up, and ensuring the security of such content and taking appropriate measures to protect such content from accidental, unlawful or unauthorised access, use or disclosure.3.4 If you believe that your Merchant Portal Account and/or any of your Merchant Information has been compromised, lost or misplaced, you must contact us immediately.3.5 We reserve the right to monitor your use of our platforms, including activity on your Merchant Portal Account and retain and disclose information as allowed and/or required by law in any applicable jurisdiction.3.6 Your Merchant Portal Account cannot be transferred or assigned to any third party. 4. Relationship with Cardholder4.1 You are solely responsible for:    (a) all transactions between you and the Cardholder, including Qualifying Transactions, including ensuring such transactions are authorised and are not fraudulent and reporting and processing all transactions;    (b) your goods or services, including their provision to the Cardholder;    (c) any obligations you have at law (including under the ACL) to Cardholders and in respect of your goods and services; and (d) any warranties, guarantees, returns, refunds, exchanges in respect of your goods and services.4.2 We are solely responsible for our direct relationship with the Cardholder in respect of their participation in the Program. 5. Merchant’s Program Obligations5.1 You agree to participate in the Program by:    (a) paying the Merchant fees and authorising the direct debit of the Merchant fees in accordance with clause 6.5;    (b) accepting Qualifying Transactions from Cardholders (subject to clause 4.1);    (c) only processing legal valid Qualifying Transactions;    (d) settling and finalising all valid Qualifying Transactions;    (e) immediately notifying us if you reasonably suspect that a Cardholder or any other person is fraudulently using their Card and/or the Program;    (f) provide all necessary information relating to all Points of Sale and allow us (or our authorised representatives) to conduct a test transaction at any Point of Sale;    (g) provide all necessary Merchant Content in accordance with these Terms;    (h) actively promoting your participation in Program to your customers in accordance with these Terms;    (i) not doing anything that brings, or may bring, us or the Program into disrepute and/or damages our reputation.5.2 You warrant and represent that:    (a) you have the right, power and authority to agree to these Terms and to register and participate in the Program as a merchant; and    (b) you have all necessary consents, licenses and permissions grant us the rights set out in these Terms in and to the Merchant Content;    (c) you will comply with all applicable laws, codes and regulations; and    (d) you will not do anything that does or could bring us, or the Program, into disrepute and/or damages our reputation. 6. Merchant Fees6.1 You will pay to us a fee that is 11% of the Total Transaction Value of each Qualifying Transaction, and any interest for overdue amounts (in accordance with clause 6.5 (c) (Merchant fees).6.2 The Merchant fees will be payable in arrears (or as advised by us), in accordance with clause 6.5.6.3 You acknowledge that the Merchant fees will be apportioned between the Cashback Reward payable to the Cardholder and fees payable to us and that such apportionment is determined by us in our sole discretion.6.4 Both parties agree that the Merchant fees will not be charged in respect of the following transactions undertaken between a Cardholder and you.   (a) Interest and other bank fees and charges including without limitation foreign exchange conversion fees and reversals (and any GST payable on any of these).    (b) Any Excluded Transactions.    (c) Balance transfers.    (d) Payments in which Cardholders do not use the credit (CR) facility, including payments made through the Bpay® Electronic Payments Scheme.6.5 You acknowledge and agree that:    (a) payment of all Merchant fees under this agreement will be collected by us in accordance with the Direct Debit Payment Terms and Authorisation form;    (b) immediately upon conducting a Qualifying Transaction, applicable Merchant fees become an irrevocable debt immediately owing to us; and    (c) interest may be charged for overdue payment at the rate of 2% per month (or the highest rate permitted by law, if lower) at our discretion, including failed debits in accordance with the Direct Debit Payment Terms and Authorisation form.6.6 You will provide us with all bank authorities as we may reasonably require for the operation of the Program.6.7 You are solely responsible for any credits or refunds between you and a Cardholder in relation to a Qualifying Transaction. Once you have settled and finalised a Qualifying Transaction with a Cardholder, we have no obligation to refund or return to you any Merchant Fees you have paid in respect of such Qualifying Transaction, including where you issue such Cardholder a refund for the goods and/or services they purchased off you in relation to that Qualifying Transaction.6.8 All amounts payable under this agreement are exclusive of GST. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST. 7. Advertising and Marketing7.1 We will determine, in our sole discretion, how and if we promote and market the Program and the involvement of participating merchants.7.2 You will provide to us all necessary Merchant Content that we reasonably request for marketing and promotion of your involvement as a participating merchant in the Program. You acknowledge and agree that we may not be able to include you as a participating merchant in
the Program and/or on our platforms if you do not provide such Merchant Content, specifically your logos and associated branding.7.3 You will use best endeavours to actively promote your involvement in the Program as a participating merchant (subject to clause 7.4), including by at any Point of Sale.7.4 You must not make any unauthorised statements, guarantees, warranties, representations and/or any other similar claims about, or in respect of, the Program. 8. Merchant Content8.1 You grant to us an irrevocable, non-exclusive, royalty free, worldwide licence to, edit, adapt, modify, vary, develop, reproduce, communicate, publish, and/or otherwise use the Merchant content for our business purposes and in respect of the Program, including to:    (a) market and promote the program;    (b) identify you as a participating or previously participating merchant in the Program; and/or    (c) demonstrate the Program to prospective merchants.8.2 You will not submit or request us to display or transmit any Merchant Content that, in our reasonable opinion:    (a) breaches, or is likely to breach, any law, code or regulation (including industry regulations and guidelines);    (b) infringes, or may infringe, any third party’s rights (including Intellectual Property Rights);    (c) defames, harasses, unreasonably or unlawfully offends or harms any person, is indecent, obscene, offensive, enrages public sentiment or gives negative publicity to any other product or program of a third party;    (d) is misleading or deceptive, constitutes a false representation and/or is not true or accurate; and/or    (e) knowingly promotes, advertises or markets any product or a program which directly competes with any product or program of the Program or our business generally.8.3 To the extent permitted by law, we will not be liable to you for:    (a) any failure to transmit or display all or any part of the Merchant Content;    (b) loss or damage to any Merchant Content submitted by the Merchant to the Program Provider;    (c) any error, alteration or omission in such Merchant Content whether or not caused by the negligence or mistake of the Program Provider, its officers, employees or agents or otherwise; or    (d) the accuracy of the information contained in any Merchant Content.8.4 We have no obligation or responsibility to review or monitor any Merchant Content submitted by you and we reserve the right to refuse to use your Merchant Content. 9. Data9.1 You acknowledge and agree that all Data is exclusively owned by us and we reserve the right to use the Data for any purposes, including for the purposes of fulfilling our obligations under this agreement and for any purposes related to our business, including benchmarking and analytics to improve and understand product usage and customer needs, provided that where such Data identifies you (or any other individual, including Cardholders), we will de-identify such Data prior to sharing it or making it available to any third party.9.2 We grant you a non-exclusive, revocable, non-sublicensable licence to access and use such Data to the extent that it is made available to you by us, including in the form of any data or reports available to you via your Merchant Portal Account, for your own internal business purposes. However, you acknowledge that we make no representations or warranties about the accuracy, currency, completeness or reliability of the Data or any other information available on or linked to via your Merchant Portal Account. 10. Intellectual Property10.1 Our platforms, the Program and the Materials, are exclusively owned, or licensed, by us and all intellectual property rights in and to our Services and all material (including text, audio, video, site design, logos, graphics, icons and images) appearing in or on our platforms (our content) remain our exclusive property. We grant you a non-exclusive, revocable, non-sublicensable licence to access and display our content for the sole purpose of you accessing and using our platforms and participating in the Program as a merchant. Such licence is immediately revoked on termination or expiry of your involvement in the Program.10.2 You must not:    (a) copy, modify, or create derivative works based on any content available through our Services;    (b) infringe the intellectual property rights, privacy or confidentiality of any third party;    (c) use our Services for any illegal or unauthorised purpose;    (d) access or use the platforms and our Services to collect any market research for a competing business;    (e) use automated means, including any type of data mining tools, to download or scrape data from the platforms; and/or    (f) interfere with or attempt to interrupt the proper operation of the platforms in any manner (including through the use or introduction of any virus, malicious or harmful code or similar). 11. Privacy and Confidentiality11.1 Your use of our platforms and participation in the Program may involve the transmission to us of certain personal information (as that term is commonly defined under privacy laws and regulations). Our policies with respect to the collection and use of such personal information are
governed according to our Privacy Policy (that you can access here), which is incorporated into these Terms.11.2 Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing its obligations under these Terms.11.3 Neither party may use or disclose the Confidential Information except:    (a) to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement;    (b) as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or    (c) with the other party’s prior written consent. 12. Termination12.1 If you breach, or fail to abide by, these Terms, we reserve the right (but are not obliged) to suspend or permanently cancel participation in the Program and restrict any future participation by you or any of your related entities or businesses.12.2 We may also terminate your participation and/or terminate or suspend the Program for any reason (and in the case of suspension, for any period of time), by giving you written notice.12.3 You may terminate this agreement and participation in the Program for any reason with:    (a) 30 days’ written notice during the 3 months from the date this agreement is formed; and    (b) 60 days’ written notice any time after the date referred to above.12.4 On termination:    (a) Merchant fees are not refundable;    (b) you must also pay all outstanding amounts owed to us by you, including any Merchant fees due and not yet collected by us under this agreement;    (c) you must cease using all Materials and promoting or marketing your participation in the Program immediately; and    (d) your participation in the Program will cease and your Merchant Portal Account will be deactivated by us, and after such deactivation, you’ll cease having access to any reports and data available to you under your Merchant Portal Account. 13. Disclaimer of Liability13.1 Nothing in these Terms operates to exclude, restrict, limit or modify any non-excludable rights you might have under any applicable law, including under the ACL.13.2 We do not provide warranties of any kind in relation to our Services. To the fullest extent permitted by law, and except where otherwise set out in these Terms:    (a) we expressly disclaim all warranties, express or implied, of any kind with respect to our Services, including without limitation that our Services will be available uninterrupted or error-free and/or other warranties (express or implied) of merchantability, fitness for use and/or a particular purpose, guarantee of a particular result or outcome, title, and non-infringement; and   (b) we, and our directors, officers, employees and representatives will not be liable to you (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) for any loss, damage, claim, cost, expense, including special, direct, indirect, incidental, consequential or punitive losses and damages (including for loss of profits, goodwill, use, data and/or other intangible losses) related to our Services. 14. Indemnity14.1 You indemnify and hold us and our related entities and affiliates, and our and their respective officers, agents, and employees, harmless from and against any and all claims, demands, proceedings, fines, penalties, losses and damages (actual, special, aggravated and consequential), including reasonable legal fees, however so arising (including whether such liability is based on breach of contract, tort (including negligence), statute or otherwise) in connection with:    (a) any breach of these Terms by you;    (b) your breach of any applicable law, codes and/or regulations;    (c) your use of our Services (including your participation in the Program); and/or    (d) any claims from Cardholders, including in respect of any Qualified Transaction and/or your goods and services. 15. Notices15.1 The Merchant must send any notices or other communication to us under this agreement to support@furthr.com. We will send notices to the Merchant to the email address associated with the Merchant’s Account and it is the Merchant’s sole responsibility to update us of any change to its contact details.15.2 A notice will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 72 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered. 16. General16.1 These Terms constitute the entire agreement between us and you and govern our Services. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software.16.2 We may sub-contract the performance of any part of our obligations and/or services to any third party.16.3 The failure of either party to enforce any provisions under these Terms will not waive the right of such party thereafter to enforce any such provisions.16.4 If any term or provision of these Terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.16.5 Nothing in these Terms will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.16.6 We reserve the right to amend these Terms from time to time by either giving you notice via email, your Merchant Portal Account, and/or publishing the amended terms on our platforms.
Your continued use of our Services after the date of notice or publication constitutes acceptance of the amended terms.16.7 Any warranty, indemnity, or obligation of confidentiality in these Terms will survive termination.
Any other term which by its nature is intended to survive termination of this Agreement survives termination.16.8 These Terms are governed by, and construed in accordance with, the laws of New South Wales, Australia and the courts of the jurisdiction will have exclusive jurisdiction over any dispute arising out of these Terms. 17. Definitions17.1 Defined terms have the meaning given to them throughout these Terms and/or as follows.    ACL means the Australian Consumer Law as set out in the Competition and Consumer Act 2010 (Cth).    Card means a Visa or Mastercard branded reloadable pre-paid (excluding pre-paid gift cards), debit or credit card.    Card Issuer means the Australian financial institution that has validly issued a Cardholder their Card.    Cardholder means any person that has been validly issued a Card and who is a participating member of the Program.    Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:    (a) is identified as confidential or ought to have been known to be confidential; and    (b) relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,    (c) but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.    Direct Debit Payment Terms and Authorisation form means the form issued by us and completed by you authorising us to process payment of the Merchant fees via direct debit and setting out the terms of such payment processing.    Data means all data and information captured and generated in relation to Qualifying Transactions and your use of and interaction with the Program, including transactional data and data that relates to you and/or a Cardholder and all data and information contained in any
reports made available to you via your Merchant Portal Account.    Effective Date means the date listed in the Furthr Merchant Agreement    Excluded Transactions means any transaction where a Cardholder:    (a) draws cash from the account linked to their Card using an automatic teller machine, at a financial institution or from you;    (b) receives a cash substitute from you (including, using their Card to purchase gambling chips or tokens, travellers’ cheques or money orders, gift certificates or to load value to a stored value card or facility);    (c) uses the account linked to their Card to pay bills through a third party (such as Bpay®) where you are not paid by Mastercard or Visa); or    (d) uses the account linked to their Card to pay bills over the counter at a financial institution, and, in some circumstances on a case by case basis may include:    (e) a transaction where the Cardholder purchases promotional items or uses other discount codes, coupons or other promotions, including other third party reward programs; and    (f) transactions completed using unqualifying payment methods, including payments in which the Cardholder does not use the credit (CR) facility, including payments made through the Bpay® Electronic Payments Scheme.    Furthr Merchant Agreement means the agreement you sign provided to you by Furthr App    GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act
1999.    Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other
results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or atentable.    Materials means all any information, content, documents and/or other materials provided by us to you, including our logos, branding, business names and trade marks.    Merchant Content means any information, content, documents and/or other materials provided by you to us, including your logos, branding, business names and trade marks.    Merchant Portal Account has the meaning given to that term in clause 2.1.    Point of Sale means the payment equipment at any of the Merchant’s locations for the sale or goods or services, whether physical or virtual.    Qualifying Transaction means any in-store, internet, phone (including via interactive voice response systems) or other transaction between a Cardholder and the Merchant, using the Card, for the sale of goods or services inclusive of all applicable taxes but does not include Excluded Transactions and/or other items expressly excluded under these Terms.    Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.    Total Transaction Value or TTV means the gross transaction value charged to a Cardholder for a Qualifying Transaction in Australian dollars less:    (a) any interest and other bank fees and charges including without limitation foreign exchange conversion fees and reversals (and any GST payable on any of these);    (b) shipping and delivery charges identified and identifiable;    (c) discounts or promotions applied by you before the final amount of the Qualifying Transaction is tendered; and    (d) returned or refunded transactions.17.2 In these Terms, the following rules of interpretation apply, unless the context otherwise requires:    (a) clause and subclause headings are for reference purposes only;    (b) the singular includes the plural and vice versa;    (c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;    (d) references to statutes include all statutes amending, consolidating or replacing such statutes;    (e) $ means the lawful currency of Australia, unless otherwise specified;    (f) any reference to a party to this document includes its successors and permitted assigns;    (g) the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it; and    (h) a reference to a clause or schedule is a reference to a clause of, or a schedule of these terms