Partner (Benefit Provider) Agreement

1.              Introduction

• The Discount Supplier, as set out in Schedule 1 (Discount Supplier), wishes to offer discounts, vouchers, deals and special promotions (Vouchers) for its products and/or services (Business Services) to the members/subscribers (Members) of Hardys Rewards Pty Ltd (ACN 682464491) including its successors, assignees and related bodies corporate (defined in the Corporations Act 2001 (Cth)) (Hardys Rewards, we or us) as set out on the Hardys Rewards website at hardysrewards.com and related websites (Website), through vouchers, deals, offers and special promotions (Vouchers), on the terms and conditions of these Discount Supplier Terms (Terms).
• In consideration of the Discount Supplier providing Vouchers to Hardys Rewards’ Members, Hardys Rewards agrees to advertise and list the Discount Supplier on the Website and offer the Vouchers to Members under the Membership Terms and Conditions.
• These Terms commence on the Commencement Date and continue for the Initial Term specified in Schedule 1 (Expiry Date), unless terminated earlier under these Terms. On the Expiry Date, the term of the agreement will be automatically extended for 1 year (Extended Term) at the end of the Initial Term and at the end of each Extended Either party may give written notice to the other party no later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
• The Discount Supplier warrants and represents to Hardys Rewards, that it has read, understood and agrees to be bound by these Terms and has the right, authority and legal capacity to enter into these

2.              Services

• The Discount Supplier authorises Hardys Rewards, and Hardys Rewards agrees, to offer, distribute and publish the Vouchers on the terms and conditions set out in these Terms.
• The Discount Supplier will be able to offer the Vouchers to Members through the Website by completing, signing, and submitting the Voucher details via the form in Annexure A.
• The parties agree that upon submission of a Voucher via the form in Annexure A, Hardys Rewards will either approve or reject the Voucher in Once the Discount Supplier approves the Voucher, the Voucher will be published on the Website on or after the Effective Date. Hardys Rewards will not be liable for any delay in publication of a Voucher.
• The Voucher will expire on the Expiry Date set out in Annexure A or on a date agreed between the parties, being at least 30 days after the date the Voucher is published.

3.              Vouchers

• The Discount Supplier agrees:
  • that it is solely responsible for supplying the Business Services, including all goods and services specified in the Voucher and for all goods and services provided to or offered to Members in connection with the Voucher;
  • to offer Vouchers for the Business Services, in accordance with the terms agreed between the Discount Supplier and Hardys Rewards;
  • that the Vouchers are subject to any terms specified on the Website and the specific terms and conditions agreed between the Discount Supplier and Hardys Rewards for that particular Voucher;

 

• to honour and accept redemption of the Vouchers for the Business Services in accordance with the Voucher’s terms;
• that Hardys Rewards may deactivate, cancel, remove or cease publication of any Voucher at any time and for any reason;

• that Hardys Rewards may require the Discount Supplier to edit or modify any Voucher for any reason, including to ensure the Voucher conforms with Hardys Rewards specifications or applicable laws;
• that the Discount Supplier is responsible for providing correct and accurate details of a Voucher, including expressly stating any Voucher exclusions;
• that the Discount Supplier is responsible for ensuring that a Voucher complies with all laws and regulations, does not contain any errors, inaccuracies or incorrect details and that once a Voucher has been published, it cannot be edited or modified (it may only be removed); and
• that, to the maximum extent permitted by law, Hardys Rewards is not liable for any errors, inaccuracies or incorrect details on any Voucher.
  • The Discount Supplier may remove a Voucher by written request to Hardys Rewards at any A Voucher will be removed upon written confirmation to the Discount Supplier by Hardys Rewards. Removal of a Voucher will only be effective from the date on which the Voucher has actually been removed from the Website. The Discount Supplier agrees that it must honour and accept a Member’s redemption of a removed Voucher if the Voucher was obtained prior to the removal date.
  • If a Discount Supplier fails to honour and accept a valid Voucher in accordance with the Voucher’s terms, the Discount Supplier must indemnify Hardys Rewards for all losses suffered by it due to the Discount Supplier’s breach of these Terms.

4.              Reviews and testimonials

• The Discount Supplier authorises Hardys Rewards to enable members of the public to write and publish reviews about the Discount Supplier and its Business Services on the Website (Reviews).
• The Discount Supplier is not permitted to, and not permitted to authorise another party to, post Reviews of its own business on the Website without disclosing that the author of such Review is associated with the Discount Supplier’s business.
• Hardys Rewards makes no representations or warranties about the accuracy or genuineness of any
• The Discount Supplier acknowledges and agrees that it is not permitted to delete or modify any Reviews of its business and that any disputes between a member of the public and a Discount Supplier are to be dealt with between those parties.
• The Discount Supplier may lodge a complaint with Hardys Rewards regarding a review, providing reasons for the complaint and Hardys Rewards may, in its sole discretion, liaise with both the Discount Supplier and the reviewer to attempt resolution of the dispute.
• In accordance with Australian Consumer Law, Hardys Rewards will not amend or delete genuine Reviews. However, Hardys Rewards reserves the right to delete or amend (where appropriate) Reviews that:
  • contain offensive, vulgar or inappropriate language including hate-speech or discriminatory language;
  • are clearly made in error by the reviewer; or
  • breach any of these

 

• The Discount Supplier acknowledges and agrees that Hardys Rewards does not control, take responsibility for, or assume any liability for, any content submitted by the Discount Supplier or any third parties, and that Hardys Rewards is not liable for any mistakes, defamation, omissions, falsehoods, obscenity, pornography or profanity that may be encountered on the Website. The Discount Supplier agrees to release Hardys Rewards and its agents and officers and employees from any such claims or liability.

5.              Discount Supplier warranties and obligations

• The Discount Supplier warrants and represents to Hardys Rewards that it:
  • is the party specified as the Discount Supplier in the Discount Supplier Details;
  • genuinely offers the Business Services; and
  • has and will maintain throughout the term of these Terms, any and all qualifications, certifications, licences, permits, insurances and any other documentation necessary to provide the relevant Business Services to Members and members of the public in accordance with any relevant laws and that it will notify Hardys Rewards of any change to such details.
• Hardys Rewards retains the right to screen and verify the Discount Supplier’s business. The Discount Supplier agrees to submit to such screening and to provide to Hardys Rewards at its cost, immediately upon request, complete, accurate and current information confirming the Discount Supplier’s identity, including company records, copies of photo identification (such as drivers licence and passport) or other identifying documentation.
• The Discount Supplier agrees to:
  • ensure that all content made available or uploaded by it, in relation to its business and the Business Services is correct, accurate and up to date and remains accurate and up to date at all times during the Term;
  • actively promote and encourage use of Hardys Rewards to its existing Members and clients;
  • comply with all applicable privacy and data laws and regulations in connection with the Services;
  • notify Hardys Rewards of any complaints in connection with the Services; and
  • release and indemnify and hold Hardys Rewards and (as applicable) its affiliates, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including legal fees on a full indemnity basis, arising from or in relation to any act, omission, negligence or breach of these Terms by the Discount Supplier in connection with the Services or a breach of these Terms.

6.              Intellectual Property

• By uploading, publishing, transmitting or making available any data, content or other material to Hardys Rewards, including any logos or images providing in any Annexure A form (Business IP), you agree to grant Hardys Rewards, its affiliates, licensees and successors a non-exclusive, royalty- free, perpetual, irrevocable, worldwide and fully sub-licensable right to use, communicate, reproduce, modify, adapt, publish, publicly perform, translate, create derivative works from, distribute and display in any form, any such content, including but not limited to text, images, videos, graphics, audio and photographs without attribution.
• You agree that any Business IP you provide to Hardys Rewards to be made publicly accessible to third parties, including other users or visitors of the You agree that Hardys Rewards is not liable to you for the use or access of Business IP by third parties.

 

• By uploading, publishing, transmitting or making available any Business IP to Hardys Rewards, you warrant and represent to Hardys Rewards that:
  • you hold all the intellectual property rights to the Business IP and have the authority to upload or make available the Business IP and licence the Business IP to Hardys Rewards;
  • Hardys Rewards’ use of the Business IP will not infringe or violate any third-party rights, including but not limited to defamation, intellectual property rights, moral rights and privacy rights and will not give rise to an obligation to make any payment to a third party;
  • any Business IP you associate with the Services or send to other users is accurate, complete, not false and not misleading;
  • the disclosure and use of the Business IP to Hardys Rewards will not cause harm to any other user or third party, or violate their rights including any patent, trade mark, trade secret, copyright or other intellectual property or proprietary right (such as Business IP that contains copyrighted material without permission) or right to privacy;
  • the use by Hardys Rewards of the Business IP will not breach the security of Hardys Rewards or its users by containing viruses, Trojan horses, worms or other harmful or disruptive scripts, code, programs or content;
  • the disclosure and use of the Business IP by Hardys Rewards does not violate these Terms or other policies, or any applicable law, rule or regulation;
  • the Business IP does not contain any obscene, pornographic, profane, sexually oriented, threatening, defamatory, abusive, offensive, indecent, harassing, inflammatory, inaccurate, misrepresentative, fraudulent or illegal content including any racist, bigoted, hateful or violent content;
  • the Business IP does not promote or cause harm or intimidation of any kind against any group or individual;
  • the disclosure and use of the Business IP by Hardys Rewards does not violate the privacy of any other person by containing visual or audible representations of another person without his or her express written consent or violate their data protection or privacy rights;
  • the disclosure and use of the Business IP by Hardys Rewards will not bring Hardys Rewards into disrepute; and
  • the Business IP does not contain, promote or enable illegal or unlawful
• Hardys Rewards retains the right, at any time without reason or notice, to pre-screen, review, control, monitor, reject, delete or edit any content, including Business IP that is uploaded or published on the Website, however Hardys Rewards is not obliged to do so.

7.              Confidentiality

• The parties agree that these Terms are confidential, and the Discount Supplier agrees not to disclose these Terms to any other party, except where required for financial reporting purposes, by a governmental authority or by law with reasonable written notice to the other party.
• The Discount Supplier agrees to indemnify Hardys Rewards fully against all liabilities, costs and expenses which Hardys Rewards may incur as a result of any breach of confidentiality by the Discount Supplier.
• The Discount Supplier acknowledges that damages may be an inadequate remedy for breach of this clause 7 and that Hardys Rewards may obtain injunctive relief against the Discount Supplier any such breach.

 

• The obligations accepted by Hardys Rewards under this clause 7 survive termination or expiry of these Terms.

8.              Termination

• Either party may terminate these Terms:
  • immediately by notice in writing to the other party, if the non-terminating party breaches any term of these Terms and fails to rectify this breach, to the satisfaction of the terminating party, within 5 days of notification of the breach; or
  • immediately by notice in writing, if:
    • the Discount Supplier breaches clause 7;
    • the other party ceases conducting its business;
    • the other party enters into a deed of arrangement or an order is made for it to be wound up;
    • an administrator, receiver or receiver/manager or a liquidator is appointed to the other party pursuant to the Corporations Act 2001 (Cth); or
    • the other party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).
  • For the avoidance of doubt, the Discount Supplier must continue to honour any Voucher which was obtained by a Member prior to the date of Termination.

9.              Disclaimer of warranty

• Hardys Rewards does not make any representation or warranty (whether express or implied) as to the accuracy, completeness, currency or reliability of the information contained on the Website or as to the continuous availability of or secure access to the Website.
• Hardys Rewards reserves the right to restrict access to parts of the Website or the entire Website, change or withdraw any Vouchers, products, services, information or content featured on the Website without notice.
• To the maximum extent permitted by law, neither Hardys Rewards, nor any of its employees or agents will be liable or responsible in any way (including in negligence) for errors in, or omissions from, the information contained on the Website, including any content uploaded onto Hardys Rewards by any third party.
• To the maximum extent permitted by law, Hardys Rewards expressly disclaims all representations and warranties of any kind, unless expressly stated in these Terms or which cannot be excluded under Australian Consumer Law.

10.          Limitation of liability

• To the maximum extent permitted by law, Hardys Rewards excludes all liability and the Discount Supplier agrees to release Hardys Rewards and that Hardys Rewards will not be liable for any loss, damage (including special, indirect or consequential loss or damage such as loss of revenue, loss of goodwill) or injury (including death or illness), whether in contract, tort or otherwise, howsoever caused, arising from or in connection with the Services including, but not limited to:
  • the Discount Supplier’s access to or use of the Website;
  • any loss of data, failure to transmit or process data, interruption of business or unavailability of systems;

 

• the Discount Supplier’s use of, or reliance on, information, comments or opinions contained on the Website or obtained through the Services; and
• any malicious or harmful programs, scripts or technologies that may affect the Website, system failures or any other harmful material that may infect your computer, device, programs, data or other proprietary material.

• The Discount Supplier agrees to release and indemnify and hold Hardys Rewards and its affiliates, agents, and employees from and against all claims, suits, demands, actions, liabilities, costs and expenses (including legal costs and expenses on a full indemnity basis) resulting from the Discount Supplier’s breach of these The Discount Supplier agrees to co-operate with Hardys Rewards (at its own expense) in the handling of disputes, complaints, investigations or litigation that arise in connection with the Services.
• If Hardys Rewards is liable under these Terms for any matter which by law is not able to be released, then to the maximum extent permitted by law, the maximum aggregate liability of Hardys Rewards under these Terms, for any reason whatsoever, whether arising in tort or contract or any other cause of action, is hereby limited to $1,000.
• This clause 10 survives termination of these

11.          Dispute Resolution

• Any dispute arising between the parties in relation to these Terms must be dealt with in accordance with this clause
• Any party claiming that a dispute exists must notify the other party to the dispute (Second Party) in writing of the nature of the dispute.
• If the dispute is not resolved by agreement within 7 days of the Second Party receiving the notice referred to in clause 2 above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further 7 days or failing agreement within that period, as appointed by the Dispute Settlement Centre of Victoria. The costs of the mediator shall be borne equally between the disputing parties. The chosen mediator shall determine the procedures for the mediation. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.
• If the parties have not mediated a resolution of the dispute within 14 days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it thinks fit in relation to the dispute.

12.          Amendments

• Hardys Rewards reserves the right to amend these Terms from time to time for any reason by publishing the updated Agreement on the Website. The Discount Supplier must inform Hardys Rewards if it wishes to remove any Vouchers from the Website or terminate these Terms within 14 days of such amendment otherwise the amended Terms will be deemed to be accepted and will affect any Voucher which is available on the Website after such date.

13.          General

• Waiver: Any failure or delay by either party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that party from exercising that power or right or any other power or right.
• Force majeure: If either party is unable to perform in whole or in part, any obligation under these Terms as a result of any fact, circumstance or matter beyond our reasonable control, that party is relieved of that obligation to the extent and for the period that they are unable to perform the obligation except for any obligation to pay fees. You agree that Hardys Rewards will not be held liable for any delay or failure in performance of any part of the Services.

 

• Severability: If any part of these Terms is determined to be by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severed from these Terms. Such invalidity does not affect the validity of the remaining provisions of these Terms. This clause survives termination of these Terms.
• Relationship: This Agreement does not confer any relationship of agency, partnership, joint venture, employee-employer or franchisor-franchisee between Hardys Rewards and you or any other party unless expressly stated otherwise.
• Entire agreement: This Agreement is the entire agreement between the parties and supersedes all and any communications, negotiations, arrangements and agreements, whether oral or written, between the parties in respect of the matters that are the subject of these Terms.
• Governing law and jurisdiction: This Agreement is governed by the laws of Queensland, The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in Queensland, Australia and its appellate courts.