Merchant Gift Card Terms

Introduction

• These terms and conditions (Terms) apply when you issue gift cards to customers through the Platform (Gift Cards).
• You agree to be bound by these Terms which form a binding contractual agreement between you and us, Bopple Technologies Pty Ltd ACN 631 587 552 (Bopple, our, we or us).
• If you are using our website, web or mobile application (Platform) to issue the Gift Cards through your online store, you are also bound by the Terms and Conditions available on our website.
• If you don’t agree to these Terms, you must refrain from issuing Gift Cards.

Gift Card Rules

• Gift Cards are valid until their expiry date or otherwise in accordance with the relevant laws of the jurisdiction in which the Gift Card is issued. For example, Gift Cards issued in Australia have a validity period of 3 years from the date of purchase in accordance with the Australian Consumer Law. After a Gift Card has expired, you are not required to honour a Gift Card added to a customer’s order as it is no longer valid and cannot be redeemed.
• Gift Cards are not legal tender, account cards, credit or debit cards, or securities. They cannot be exchanged or redeemed for cash or store credit.

Participating Providers

General Process

• You have the option of offering Gift Cards as part of your goods and services through the Platform by enabling the “Gift Card” feature in your account (Participating Provider). You will be able to access and share the link to your Gift Cards with customers for them to purchase.
• If you do not, or no longer, wish to participate, you can simply disable the “Gift Card” feature in your account. When the “Gift Card” feature is disabled, you acknowledge that:
  • Gift Cards will no longer be visible for sale on your online store and through the Platform;
  • any pre-purchased Gift Cards by customers can still be redeemed from your online store through the Platform; and
  • all Gift Card redemptions will still be tracked in accordance with the applicable reporting clause.
• All Participating Providers acknowledge that:
  • Gift Card sales are recorded in the system and regarded as a sale of any other product sold through the Platform;
  • customers may redeem the value of the Gift Card in part or in full at checkout; and
  • Gift Card redemptions by customers are similar to a discount applied which will be added as a line item on the relevant order.
• Participating Providers can, at any time through their account, view a report which will set out (but is not limited to) the following details:
  • the amount of Gift Card sales within a timeframe;
  • the amount of Gift Card redemptions within a timeframe; and
  • the total outstanding balance on Gift Cards sold.

Obligations
As a Participating Provider, you agree to:

• use your best endeavours to address customer enquiries and concerns relating to Gift Cards, including but not limited to Gift Card sales, redemptions, transaction history, and the outstanding value of Gift Cards;
• honour the terms of the Gift Card as set out in the Gift Card Content section below;
• at all times comply and only sell the Gift Cards in accordance with the relevant laws and regulations of the jurisdiction in which you are based (Applicable Law);
• keep up-to-date, complete, and accurate accounting and transaction records of all Gift Card sales and transactions in accordance with the Applicable Law;
• comply with any taxation requirements set out by the Applicable Law, including but not limited to the preparation of annual returns, declarations, and related documentation; and
• ensure that you and your staff comply with any directions or requests from Bopple relating to this agreement within a reasonable time.

Gift Card Content
As a Participating Provider, you acknowledge that any Gift Cards issued must include, but are not limited to, the following details:

• all conditions and restrictions specific to the use of the Gift Card, including any limitations on the number of transactions per Gift Card and/or whether Gift Card transactions are limited to certain goods and services only; and
• the expiry date of the Gift Card.

Refunds and Faulty Gift Cards
While all purchases of Gift Cards are non-refundable except in accordance with the Applicable Law, a Gift Card may need to be reissued to a customer if it is proven to be faulty as a result of an error in the redemption code or due to the fault of Bopple or a Participating Provider.

Fraud and Abuse

• We are not responsible for Gift Cards that are sold or distributed by an unauthorised third party.
• You agree to inform us promptly if you reasonably suspect or become aware of a Gift Card that has been used or obtained in a manner that breaches the Applicable Law or these Terms. Accordingly, we may:
  • cancel the Gift Card;
  • suspend or cancel the affected user’s account; or
  • take any other appropriate legal actions available to us.

Termination

• We reserve the right to cancel any contractual arrangements with Participating Providers, suspend further Gift Card orders from being placed or fulfilled, and deactivate any Gift Cards which have not yet been paid for, in the event of a Default Event such as:
  • the Participating Provider making voluntary arrangements with creditors or becoming the subject of any administration, liquidation, or winding-up orders;
  • the appointment of a receiver or administrative receiver over the Participating Provider’s assets; or
  • if we reasonably consider that the relevant Participating Provider is about to suffer any of the above events.
• You must promptly inform us if any such Default Event occurs. Failure to do so may lead to termination of any head agreements we have with you.

Privacy
You agree to be bound by our Privacy Policy.

Liability
To the maximum extent permitted by law, we exclude any liability for loss or damage of any kind, however arising (whether in contract, tort—including negligence—statute, equity, indemnity, or otherwise) from or relating in any way to:

• any economic losses (including, without limitation, loss of revenue, profit, contracts, business, or anticipated savings);
• any loss of goodwill or reputation; or
• any special, indirect, inconsequential, exemplary, incidental, or punitive losses suffered or incurred in connection with the issuance of any Gift Cards or under these Terms.

Force Majeure
None of the parties to this agreement will be responsible (without prejudice to any pre-existing claim, liability, or responsibility) for any delay in performance or non-performance due to causes beyond the reasonable control of the parties. The affected party will promptly inform the other party in writing of any such cause and will take all reasonable actions to comply with the terms of this agreement as fully and promptly as possible.

General

Governing Law and Jurisdiction
This agreement is governed by the laws applicable in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia (and the courts of appeal from them) for any proceedings arising out of or in connection with this agreement. Each party waives any objection to the venue of any legal process on the basis that it has been brought in an inconvenient forum.

Waiver
No party may rely on the words or conduct of any other party as a waiver of any right unless such waiver is in writing and signed by the party granting it.

Severance
Any term of this agreement that is wholly or partially void or unenforceable will be severed to the extent of its invalidity or unenforceability. The remainder of this agreement will continue in full force and effect.

Joint and Several Liability
Any obligation or liability assumed by, or any right conferred on, two or more persons binds or benefits them jointly and severally.

Assignment
No party may assign, novate, or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, arrangements, or agreements (whether express or implied) relating to its subject matter.

Interpretation

• (singular and plural): Words in the singular include the plural (and vice versa).
• (gender): Words indicating a gender include the corresponding words of any other gender.
• (defined terms): If a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
• (person): A reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust, or any other entity.
• (party): A reference to a party includes that party’s executors, administrators, successors, and permitted assigns, including persons taking by way of novation and, in the case of a trustee, any substituted or additional trustee.
• (this agreement): A reference to a party, clause, paragraph, schedule, exhibit, attachment, or annexure is a reference to that element of this agreement, including all schedules, exhibits, attachments, and annexures.
• (document): A reference to a document (including this agreement) is to that document as varied, novated, ratified, or replaced from time to time.
• (headings): Headings and words in bold type are for convenience only and do not affect interpretation.
• (includes): The word “includes” and similar words in any form do not limit the meaning.
• (adverse interpretation): No provision of this agreement will be interpreted adversely to a party because that party was responsible for its preparation.
• (currency): A reference to “$” or “dollar” is to Australian currency, unless otherwise agreed in writing.