• 2.2.1 confirms that it consents or consented to its nomination to become a customer (whether nominated by the Sponsor or a Participating Merchant) and to the nominating party providing the Customer’s details to SLAPL for that purpose.
• 2.2.2 consents to SLAPL providing and authorises SLAPL to provide the benefit of the Program to its nominated Members.

• 2.2.3 authorises its nominated Members to receive the benefits of the Program offered by SLAPL and Participating Merchants on these Terms and Conditions; and

• 2.2.4 agrees to participate in the Program in accordance with and to comply with these Terms and Conditions.

2.3 By submitting his/her application for enrolment in the Program, by being or continuing as a member, and each time the Member receives any benefit under or participates in the Program, the Member:

• 2.3.1 acknowledges that it wishes to be enrolled into the Program and authorises SLAPL to enrol the Member in the Program.

• 2.3.2 acknowledges that it wishes to utilise and be a participant in the Program and to obtain the benefits of the Program offered by SLAPL and Participating Merchants on these Terms and Conditions.

• 2.3.3 confirms that he/she consents or consented to his/her nomination to become a member and to the nominating party providing the Member’s details to SLAPL for that purpose (and that such details are the subject of the privacy consents set out in clause 18); and

• 2.3.4 agrees to comply with these Terms and Conditions.

2.4 Each Customer is entitled to nominate more than one individual representative to be a Member of the Program.

2.5 Each Customer Party acknowledges and agrees that SLAPL may terminate the participation of any or all of those Customer Parties in the Program if any of those Customer Parties has breached clauses 2.2 or 2.3 or any statement in clauses 2.2 or 2.3 is incorrect or if any such nominated Member does not exist.

2.6 Members and Customer may only participate in the Program in accordance with these Terms and Conditions. It is the Member’s and Customer’s responsibility to read and understand them.

2.7 These Terms and Conditions are effective as at the date they are published and may be amended by SLAPL from time to time. The version of these Terms and Conditions published on the Website from time to time is the current version and will bind all Customer Parties and SLAPL.

2.8 An individual may apply to be a member if they are aged 18 years or over and provide a current email address.

2.9 Membership of the Program is open to individuals only. Customers (unless they are also individuals that are Members) cannot be Members. Customers participate in the Program by nominating Members and authorising those Members to receive the benefit of the Program.

2.10 SLAPL has the right to accept or reject any application for Membership from an individual and any application from a customer to participate in the Program. Membership is not transferable.

2.11 Each Member and Customer must promptly notify SLAPL of any change of name, address or other personal or contact details, via the Website or as advised by SLAPL. SLAPL will not be liable for any failure of a member or a customer to notify SLAPL of any change of the Member’s or Customer’s details.

2.12 Points may only be earned and/or redeemed in accordance with these Terms and Conditions.

Accrual of Points

3.1 Points shall be accrued for Members under the Program:

• 3.1.1 at the rate of at least 1 Point per Australian dollar of Eligible Transactions (excluding GST) completed by the nominating Customer (to be allocated in equal proportions between all Members nominated by the Customer).

• 3.1.2 only in respect of Eligible Transactions that have been authorised by the Participating Merchants and notified to SLAPL. • 3.1.3 only in respect of Eligible Transactions that have been paid for by the Customer in accordance with the credit terms offered by the Participating Merchants to the Customer.

• 3.1.4 only in respect of Eligible Transactions that have not been refunded to or returned by the Customer or otherwise reversed; and

• 3.1.5 only when the Participating Merchant or the Sponsor (as the case may be) has paid SLAPL the applicable fees.

3.2 Points accrued in accordance with clause 3.1 (and these Terms and Conditions) for Eligible Transactions by a Customer will be allocated to Members nominated by that Customer in equal proportions.

3.3 On a monthly basis the Merchant will advise Smart Loyalty of the Points to be credited to the Member’s Account and make all necessary payments to Smart Loyalty in relation to those Points pursuant to the Agreement.

3.4 Each Member also acknowledges that his/her ability to earn Points in relation to Eligible Transactions made by its nominating Customer may cease at any time if the nominating Customer removes the Member as a nominated Member of that Customer (which a customer may do at any time by notice in writing to SLAPL).

3.5 SLAPL reserves the right to reverse or cancel any Points credited to a member incorrectly, or not in accordance with, or in breach of, these Terms and Conditions at any time.

3.6 Points are not transferable or assignable and cannot be sold and cannot be converted to money.

Bonus Offers

4.1 SLAPL may offer or may arrange for third parties (such as Participating Merchants) to offer, other promotions or additional benefits and offers as part of the Program from time to time. Such arrangements may change from time to time and may include the awarding of extra or bonus Points for participation in promotions or offers. Any such arrangements may be subject to additional terms, conditions and exclusions (including qualifying spend and offer duration), may be personalised to certain Members and may not be available to all Members. Any such offers, terms, conditions and exclusions will be notified to applicable Members at the time of the offer and applicable Members must comply with those offer terms, conditions and exclusions to participate in those offers, in addition to these Terms and Conditions.

Points Expiry

5.2 For the purposes of this clause 5, Points earned are deemed to be earned on the date of the Eligible Transaction to which they relate, and Points redeemed for Rewards will be utilised on a ‘first-in first-out’ basis such Points have not expired. such that they will be deducted from the Points first credited to the Member’s Account and provided such Points have not expired.

Redemption of Points

6.1 Once Points have been credited to the Member’s Account, Points may be redeemed in the Rewards Shop in accordance with and subject to the terms and conditions of the Rewards Shop (provided separately and available at https://www.rewards-shop.com.au/terms- and-conditions) and subject to clause 19 below.

6.2 Points may only be redeemed in accordance with these Terms and Conditions and the terms and conditions of the Rewards Shop.

6.3 For clarity, SLAPL reserves the right to cancel, change or substitute any Reward and any specific term and condition of a Reward or its redemption at any time with or without prior notice.

Changes to the Program and these Terms and Conditions

7.1 SLAPL reserves the right to make any changes (whether material or otherwise) to suspend or terminate the Program and/or these Terms and Conditions at any time by providing reasonable advance notice (having regard to the particular circumstances) of the change, suspension or termination on our website or by sending a notice to the last known email or mailing address of the Member. Where these Terms and Conditions are changed, a copy of the revised Terms and Conditions will be available on the Website.

7.2 The Member’s continued participation in the Program (or receipt or use of any benefit provided through the Program) after the period of advance notice will be deemed to be acceptance of the revised Terms and Conditions. Alternatively, a Member may terminate his/her membership of and participation in the Program at any time in accordance with clause 12.

Responsibilities of the Merchant and Sponsor

8.1 The notification of Eligible Transactions to SLAPL is solely the responsibility of the Participating Merchants and/or the Sponsor and any claim by any Customer or Member with regard to any Points allocation for Eligible Transactions must be resolved between the Member and the Participating Merchant responsible for notifying SLAPL of the Eligible Transaction (or the Sponsor, as the case may be, if the Sponsor is responsible for notifying SLAPL of the Eligible Transaction) and any resolution notified to SLAPL by the applicable Merchant/Sponsor. Each Customer and Member acknowledges and agrees that SLAPL relies entirely on the accuracy of the information supplied by Participating Merchants and/or the Sponsor with respect to allocating Points to Members for Eligible Transactions.

8.2 It is acknowledged that SLAPL is a service provider for the provision of the Program and neither the Participating Merchants nor the Sponsor are partners, joint venturers, sub-contractors, agents, servants or employees of SLAPL, nor can they bind or give any undertaking on behalf of SLAPL.

8.3 SLAPL is not liable or responsible to any person or company for or on account of any error in the allocation or calculation of Points arising from any error or fault or misdescription in the information supplied by the Participating Merchants or Sponsor to SLAPL and in no circumstance shall SLAPL be held liable for any loss, damage, cost or expense (including any consequential loss or damage) suffered by any Customer or Member or any other person or company in relation to any error or fault or misdescription in the information supplied by the Participating Merchants or Sponsor to SLAPL.

Acknowledgements and Taxation Implications

9.1 Each Customer and Member acknowledges and agrees that:

• 9.1.1 only individuals may earn or be credited with Points (that is, companies, firms, associations and other organisations are not eligible to earn Points).

• 9.1.2 only Members may earn Points and only in accordance with these Terms and Conditions.

• 9.1.3 unless otherwise determined by SLAPL, Points may only be earned as a result of the Eligible Transactions made by the Member’s nominating Customer; and

• 9.1.4 the determination of any liability for any government levies or taxes or other expenses or charges arising out of the accrual or allocation of Points under the Program or claiming of Rewards shall solely be the responsibility of the Customer Parties. • 9.1.5 each Member and/or the Member’s nominating Customer is liable for any and all taxation implications relating to the applicable Customer Parties’ participation in the Program or the Member obtaining Points or Rewards through the Program.

9.2 SLAPL recommends that Customers and Members consult their accountant or tax adviser to ensure that they understand possible tax (including fringe benefits tax) implications related to participation in the Program or obtaining Points or Rewards through the Program.

Program Database

10.1 Each Customer and Member acknowledges and agrees that they have no rights or title to, or interest in, any SLAPL owned Intellectual Property Rights and that the Program Database and all Intellectual Property Rights in respect of the Program Database are owned solely by SLAPL.

• 11.2.1 has not relied on any warranty or representation (whether oral or written) in relation to the subject matter of these Terms and Conditions made by any person, other than as expressly stated herein; and

• 11.2.2 has not relied on any forecast or estimate or expectation (financial or otherwise) provided by any person of any benefit arising from or in connection with its participation in the Program or these Terms and Conditions, other than as expressly stated herein.

11.3 Each Customer further warrants that at all times:

• 11.3.1 the provision of benefits to it or its nominated Members as described in these Terms and Conditions is in compliance with all applicable laws; and

• 11.3.2 it is authorised to enter into the agreement set out in these Terms and Conditions and to authorise SLAPL to provide the benefits of the Program to it and its nominated Members as described in these Terms and Conditions.

11.4 Each Customer and Member further acknowledges and agrees that:

• 11.4.1 SLAPL may at its discretion add, remove or change any of the Participating Merchants and/or Customers participating in the Program and/or the terms of any offer provided through the Program related to any Participating Merchant or Customer; and
• 11.4.2 SLAPL may at its discretion add, remove or change any Rewards or other benefits made available to Customers or Members through the Program (and Rewards offered may not be available at a later date).

Termination by the Member

12.1 A Member’s membership of the Program may be terminated by the Member (at any time and without cause) by providing notice in writing to SLAPL that the Member wishes to be removed as a Member of the Program.

Termination by the Customer

13.1 A Customer may terminate its participation in the Program (at any time and without cause) by providing 30 days’ notice in writing to SLAPL that the Customer does not wish its nominated Members to receive Points for Eligible Transactions conducted after the end of that notice period. In this case, the Customer’s nominated Members will remain Members but will not earn Points in relation to Eligible Transactions by the terminating Customer after the end of the notice period and the agreement set out in these Terms and Conditions with respect that Customer will cease at the end of that notice period.

Termination by SLAPL

14.1 With cause. SLAPL may terminate the agreement set out in these Terms and Conditions with respect to a member or Customer and/or terminate the participation of a member or Customer in the Program by notice in writing if the Member or the Customer or any of their Customer Parties:

• 14.1.1 fails to remedy a material breach of these Terms and Conditions within 14 days of written notice detailing the breach. • 14.1.2 supplies any misleading information or makes any misrepresentation to SLAPL.

• 14.1.3 being an individual, dies or becomes unsound of mind or becomes bankrupt; or

• 14.1.4 being a corporation, is subject to any Insolvency Event.

14.2 Without cause. SLAPL may also terminate the agreement set out in these Terms and Conditions with respect to a member or Customer and/or terminate the participation of a member or Customer in the Program without cause on 90 days’ notice in writing to the Customer or Member as the case may be.

Termination or Suspension of the Program

15.1 SLAPL may terminate or suspend the Program at any time without cause on 90 days’ notice in writing to Members.

15.2 To the maximum extent permitted by law, SLAPL will not be liable to any person in any way if SLAPL ceases to operate the Program or the Program terminates for any reason (provided SLAPL complies with clause 15.1).

Consequences of Termination

16.1 Where a member’s participation in the Program is terminated for any reason, the relevant Member will be notified by SLAPL in writing of the termination and:

• 16.1.1 any Points in the Member’s Account at the date of termination remain subject to clause 5.

• 16.1.2 any Points accrued but not credited to the Member’s Account at the date of termination will be credited pursuant to these Terms and Conditions; and

• 16.1.3 subject to clause 16.1.1, the Member will be entitled to redeem any Points in the Member’s Account during the period up to the termination date and for 90 days after the termination date, on and subject to the terms of the Program applicable to Points redemption, and the Member and SLAPL will comply with those terms for that 90-day period after termination. At the end of that 90-day period, any unredeemed Points remaining in the Member’s Account will be forfeited and cancelled.

16.2 Where a customer’s participation in the Program is terminated for any reason (but its nominated Members’ participation is not terminated), the Customer’s nominated Members will remain Members but will not earn Points in relation to Eligible Transactions by that terminating Customer made after the termination date.

17.1 Any notice or communication given to SLAPL pursuant to these Terms and Conditions may be given to the postal address, or email address or facsimile specified at clause 20.3 or by any other mode of service permitted by law.

17.2 Any notice or communication given to a customer or a member pursuant to these Terms and Conditions may be given to the postal address, or email address or facsimile specified in the Enrolment Information pertaining to the Customer/Member (or to such other address as the Customer/Member has specified in writing to SLAPL) or by posting on the Website.

17.3 A notice shall be deemed received by the intended recipient of the notice:

• 17.3.1 where SLAPL gives a customer or Member a notice under these Terms and Conditions on the Website, on the date the notice is provided on the Website.

• 17.3.2 if hand delivered, on delivery.

• 17.3.3 in the case of a notice posted within Australia to an Australian address by ordinary post, two Business Days after the dispatch of the notice.

• 17.3.4 in the case of a notice posted from or to an address outside Australia, five Business Days after the date of posting.

• 17.3.5 in the case of a notice sent by email, four hours after the email is sent (as recorded on the device from which the email was sent) unless the sender receives an automated message that the email has not been delivered or the recipient is “out of the office”; and

• 17.3.6 in the case of a notice sent by facsimile, on the day the facsimile was transmitted, provided that the transmitting facsimile machine generates a message that all pages comprising the notice were successfully transmitted during the facsimile transmission.

17.4 In all cases, a notice or communication received after 5.00pm in the place of receipt or on a day that is not a Business Day is taken to be received at 9.00am on the next Business Day.

Personal Information and Collection Information

18.1 SLAPL or its service providers may from time to time collect information (including Personal Information) about Members and/or Customers as described in the SLAPL Privacy Policy & Collection Notice (as may be amended from time to time) available at the Website, including information:

• 18.1.1 in the Enrolment Information or in or regarding the applicable Member’s application for Membership (or to participate in the Program).

• 18.1.2 provided by the Participating Merchants concerning Eligible Transactions.

• 18.1.3 relating to Points redemptions and Rewards obtained through the Program; and

• 18.1.4 from other sources for the purposes of the Program or to assist Members to obtain benefits from membership in the

Program or to assist SLAPL to provide services or benefits to Members or Customers.

18.2 By nominating an individual to become a Member in the Program, and by maintaining a member’s nomination to receive Points under the Program, each Customer that is an individual provides the consents and authorisations described in clause 18.4.

18.3 By submitting his/her application for enrolment in the Program, by being or continuing as a member, and each time the Member receives any benefit under or participates in the Program, the Member provides the consents and authorisations described in clause 18.4. 18.4 Each Member and Customer referred to in clauses 18.2 or 18.3 (each a Consent Provider) consents and authorises SLAPL and its service providers to:

• 18.4.1 collect the information (including Personal Information) referred to in clause 18.1; and

• 18.4.2 use, analyse and disclose that information for the following purposes:
(1) to operate, conduct and administer the Program (including providing that information to the Sponsor and any Participating Merchant for the purposes of the Program).

(2) to promote (including by direct marketing) Eligible Products and other goods and services offered by Participating Merchants relating to the Program including but not limited to special product offers, discounts on purchases, special savings and collection of Points.

(3) to provide direct marketing to the Consent Provider or its Customer Parties and for other marketing, product development and research purposes.

(4) to provide goods, services or benefits to the Consent Provider or its Customer Parties.

(5) to facilitate any person providing goods and services to the Consent Provider or its Customer Parties in connection with the Program.
(6) for disclosure to Participating Merchants and the Sponsor in distributing promotional information; and
(7) otherwise as described in the SLAPL Privacy Policy & Collection Notice (as may be amended from time to time) available at the Website.

18.5 Information in relation to Members and Customers will be held by SLAPL (or its Related Bodies Corporate or service providers on behalf of SLAPL) at premises in Australia and/or New Zealand (and in other locations as required) for the purposes of the Program. Privacy laws in jurisdictions other than Australia may differ from those applicable in Australia, and although SLAPL will require its Related Bodies Corporate and service providers who have access to that information to comply with Australian privacy laws the information may not have the same statutory protections in those other jurisdictions as it would in Australia. Despite that, each Member and Customer consents to the information regarding it and its other Customer Parties (including Personal Information) being transmitted to and stored in those jurisdictions for the purposes of the Program.

18.6 Pursuant to the provisions of the Privacy Act 1988 (Cth), an individual may make written request for access to, and correction of, their personal information held by SLAPL. A fee to cover the reasonable costs incurred by SLAPL in responding to such a request for information by the Member may be charged and if a fee is payable then SLAPL will advise the Member/Customer of the amount of the fee and may require payment before responding to the request.

18.7 It is a condition of participation in the Program (and a Member’s Membership) that each Consent Provider provides the consents in this clause (although Members can adjust their marketing preferences at the Website).

18.8 Each Consent Provider acknowledges and agrees with the SLAPL Privacy Policy & Collection Notice (as may be amended from time to time) that is available at the Website and consents to SLAPL collecting, using and disclosing their Personal Information in accordance with that Privacy Policy & Collection Notice.