Merchant Terms & Conditions
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Feb 13, 2023
1. Introduction
Welcome to RewardSplash's Merchant Partnership Program. This program is designed to provide merchants with a robust platform for payment collection, customer attraction, and retention. By partnering with RewardSplash, merchants gain access to a wide user base, enhancing their business visibility and sales potential. These terms and conditions outline the relationship between RewardSplash and the merchant, ensuring clarity and mutual understanding.
The primary objective of this partnership is to offer merchants an efficient method for payment collection and a platform to list their business, indicating to users that they can utilize RewardSplash for transactions at the merchant's establishment. By registering and participating in this program, merchants signify their acceptance of these terms.
2. Definitions
In these Merchant Terms and Conditions, unless the context otherwise requires:
Splash Coins refers to the unique reward system offered by RewardSplash. These can be earned by users through various activities and transactions on the RewardSplash Platform and can be used for subsequent purchases or redeemed as per the terms set out in this Agreement.
Splash Credits are pre-purchased credits by users or given to users from time to time for promotional purposes. They are issued for a set amount of value, and each Splash Credit card issued can only be used once during a transaction with a merchant. Any remaining value on a Splash Credit used during a transaction is forfeited.
Merchant Credits are credits provided by our merchant partners, which can be used exclusively for purchases at the specific merchant that issued them. These credits cannot be converted into Splash Credits or Splash Coins as per the terms set out in this Agreement.
RewardSplash Platform denotes the mobile application, website, merchant portal and other related application operated by RewardSplash where users can make purchases, earn Splash Coins, and interact with our merchant partners and merchants can view and administrate their business listing.
Merchant Partners or Merchants refers to third-party businesses that have partnered with RewardSplash to offer products, services, and rewards to users of the RewardSplash Platform.
Users are individuals who have registered accounts with RewardSplash and utilize the platform to make purchases, earn rewards, and interact with merchant partners.
All Splash Credits, Merchant Credits, and Discounts issued by or through RewardSplash are subject to specific terms of validity. They may expire after a predetermined period, which will be communicated at the time of issuance or promotion. RewardSplash reserves the right to cancel or void any Splash Credits, Merchant Credits, or Discounts if they are found to have been issued incorrectly, fraudulently, or in error. Furthermore, at the sole discretion of RewardSplash, any credits or discounts may be revoked or adjusted if deemed necessary for the platform's integrity or to correct any discrepancies.
3. Eligibility and Registration
Eligibility Criteria
To be eligible to partner with RewardSplash and be listed as a Merchant Partner on the RewardSplash Platform, the following criteria must be met:
The merchant must have a current business registration with the Australian Securities and Investments Commission (ASIC).
The merchant must provide a valid Australian Business Number (ABN) to RewardSplash.
The merchant must satisfy any additional requirements deemed appropriate by RewardSplash, which may vary from merchant to merchant.
It's essential to note that even if a business meets the above criteria, the final decision to allow registration with RewardSplash remains at our discretion.
Registration Process
Merchants interested in partnering with RewardSplash must undergo the following registration process:
Submit an application to RewardSplash, providing all necessary details, including business registration information and ABN.
Review and sign a contract with RewardSplash, which outlines the fees, commitments to RewardSplash users, and other terms of partnership.
Await approval from RewardSplash. Once approved, the merchant will be listed on the RewardSplash Platform and can start offering services to RewardSplash users.
By registering with RewardSplash, merchants agree to abide by all terms and conditions set forth in this agreement and any other conditions that might be imposed during the registration process or thereafter.
4. Obligations of the Merchant
Understanding and Training
Merchants are responsible for understanding how the RewardSplash platform operates. They must ensure that any staff member serving customers who wish to use RewardSplash is well-informed on how to accept payments or knows where to seek assistance if needed.
Honouring Commitments
Merchants are obligated to honour all current offerings they have committed to on the RewardSplash platform. This includes any promotional discounts, special offers, or other incentives that have been advertised to RewardSplash users. Merchants are obligated to honour the expiration terms of Splash Coins, Splash Credits, and Merchant Credits as communicated by RewardSplash. This includes not accepting expired credits or coins and adhering to the terms of any promotional credits or discounts.
Display of Promotional Material
Merchants commit to prominently displaying all in-store material related to RewardSplash, as agreed upon during the registration process. This ensures that customers are aware of the partnership and can avail themselves of the benefits offered by RewardSplash.
Communication of Changes
Merchants must promptly notify RewardSplash of any changes they wish to make to their program, including changes in fees, promotional discounts, or any other aspect that may cause a discrepancy between their listing on the platform and what is actually being provided to their customers.
Responsible Use and Security
Merchants shall use the RewardSplash platform responsibly and take all necessary precautions to prevent unauthorized use. They acknowledge that they shall not allow the platform and its data to be accessed, copied, or used by unauthorized individuals, including authorized employees. Any unauthorized access resulting from the merchant's negligence or mismanagement will not be the responsibility of RewardSplash.
Merchant Warranties and Representations
The merchant warrants and represents that:
They are authorized to enter into this agreement and have accepted it through an authorized representative.
They will inform RewardSplash immediately in writing of any changes that could affect this agreement.
All information provided by the merchant on the RewardSplash platform is accurate, complete, and correct.
License
RewardSplash grants the merchant a non-exclusive, revocable license to use the platform to track users' purchases, redemptions, and other data that RewardSplash chooses to make available. Merchants are prohibited from reverse engineering or assisting in the reverse engineering of any part of the RewardSplash platform.
5. Payment Terms
Purpose
This section outlines the terms and conditions relating to the financial transactions between RewardSplash and the merchant partners. By partnering with RewardSplash, merchants indicate their agreement and acceptance of these terms. We reserve the right to amend these terms at any time without prior notice. Merchants are responsible for regularly reviewing these terms to stay updated.
Payment Processing
Payments to merchants are processed according to the schedule mutually agreed upon during the partnership initiation. The specific details, including the frequency and mode of payment, will be outlined in the agreement each merchant signs before partnering with RewardSplash.
Fees and Charges
All fees and charges associated with the use of the RewardSplash platform are specified in the merchant agreement. It's essential for merchants to be aware of these charges, as they can vary based on the individual agreement set with each merchant. Any changes to these fees will be communicated in advance, ensuring transparency and clarity.
Payment Processor - Stripe
RewardSplash has partnered with Stripe, a globally recognized and trusted payment processor, to handle all financial transactions on our platform. Stripe is renowned for its robust security measures and seamless transaction experience. Merchants can learn more about Stripe and its services by visiting [Stripe's official website](https://www.stripe.com/).
Merchant's Acknowledgment
Merchants acknowledge that they are the direct providers of their respective products or services. They are solely responsible for providing the products or services to the users of RewardSplash and for the redemption of any Splash Credits or Splash Coins.
Taxes
Merchants are solely responsible for determining their tax obligations in all jurisdictions. This includes, but is not limited to, sales, use, VAT, excise, customs duties, withholding, or other taxes, fees, or charges of any nature whatsoever. RewardSplash is not responsible for collecting, reporting, paying, or remitting to you any such taxes. Merchants should consult with their tax advisors to understand any and all tax obligations when participating on the RewardSplash platform.
6. Promotions and Offers
Introduction
RewardSplash offers merchants the opportunity to run promotions and special offers on the platform, enhancing visibility and attracting more users. This section outlines the guidelines and procedures for merchants to introduce and manage these promotions.
Approval Process
Before initiating any promotion or special offer on RewardSplash, merchants must seek approval from RewardSplash. This ensures that all promotions align with our platform's standards and values. To initiate a promotion, merchants should contact the RewardSplash team with the details of their proposed promotion. Our team will review the proposal and provide feedback or approval as appropriate.
General Promotions
RewardSplash periodically runs platform-wide promotions that benefit multiple merchants. While we strive to keep all our merchant partners informed about these promotions, it's essential to note that promotions not specific to a single merchant and requiring no special adjustments on the merchant's end will be detailed on our website. Merchants are encouraged to stay updated by regularly checking our website or reaching out to our team for any clarifications.
Merchant's Responsibility
Merchants are responsible for ensuring that their staff is informed and trained about any promotions running on RewardSplash. This ensures a seamless experience for users redeeming promotions and maintains the platform's reputation for consistency and reliability.
Conclusion
Promotions and special offers are powerful tools for attracting and retaining customers. By partnering with RewardSplash and adhering to these guidelines, merchants can leverage these tools effectively, ensuring mutual growth and success.
7. Data Protection and Privacy
Introduction
RewardSplash is committed to ensuring the protection and privacy of data, both for our users and our merchant partners. This section outlines the guidelines and obligations related to data handling and privacy.
Merchant Data Handling
RewardSplash values the trust our merchant partners place in us. We employ stringent security measures to protect merchant data. All merchant-specific information, including business details, financial data, and transaction history, is stored securely and is accessible only to authorized personnel.
User Data Protection
Merchants may receive certain user information to facilitate and verify transactions. This data is provided strictly for transactional purposes. Merchants are expressly prohibited from using this data in any other manner or extracting it from our platform.
Customer Data Handling and Restrictions
Merchants have a significant responsibility when it comes to user data protection. They are granted access to specific customer data solely for the purpose of fulfilling their redemption obligations in connection with their offerings on RewardSplash.
"Customer Data" refers to all identifiable information about users generated or collected by RewardSplash or the Merchant. This includes, but is not limited to, users' names, email addresses, phone numbers, user preferences, and transaction data.
Merchants are obligated to:
Use Customer Data solely to fulfill their obligations in connection with their offerings on the RewardSplash platform.
Ensure that Customer Data is not used to enhance any external file or list, nor shared with third parties.
Not resell, broker, or disclose any Customer Data to third parties unless mandated by law.
Ensure that any third party they engage for redemption or other obligations adopts and adheres to stringent data protection measures.
Comply with their posted privacy policies and all applicable laws when handling Customer Data.
If a user was already a customer of the merchant before partnering with RewardSplash and provided data to the merchant independently of the RewardSplash platform, the restrictions on the use of Customer Data do not apply to such data. Similarly, data provided directly by a user to a merchant, where the user explicitly opts to receive communications from the merchant, is exempt from these restrictions.
Merchants must promptly notify RewardSplash if they become aware of or suspect any unauthorized access to or use of Customer Data. They are also expected to cooperate with RewardSplash in investigating such breaches and mitigating potential damages. Any expenses arising from unauthorized access or acquisition of Customer Data, while in the merchant's possession, will be borne by the merchant.
Upon the termination or expiration of their partnership with RewardSplash, merchants are required to either destroy or return all Customer Data in their possession, as directed by RewardSplash.
Conclusion
RewardSplash emphasizes the importance of data protection and expects all merchant partners to uphold these standards. Adherence to these guidelines ensures a trustworthy and secure environment for all stakeholders.
8. Intellectual Property
Introduction
Intellectual property is a cornerstone of branding and business identity. RewardSplash respects the intellectual property rights of its merchant partners and expects the same in return. This section outlines the rights and obligations regarding the use of intellectual property by both RewardSplash and its merchant partners.
Use of RewardSplash's Intellectual Property
Merchants may be granted limited rights to use RewardSplash's branding or other intellectual property for specific purposes, such as promotional activities or in-store displays. However, any such use must be pre-approved by RewardSplash. Unauthorized use or misrepresentation of RewardSplash's brand or intellectual property is strictly prohibited.
Merchant's Intellectual Property Rights
Merchants grant RewardSplash a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, and sub-licensable license to use, modify, reproduce, display, distribute, and publicly perform the merchant's name, logos, trademarks, and any other content provided by the merchant (collectively, "Merchant IP"). This is primarily for the promotion and distribution of the merchant's offerings on the RewardSplash platform. The use of Merchant IP will always be in line with the promotion of the merchant's offerings and will not be used to enhance any external file or list.
Protection of RewardSplash's Intellectual Property
Merchants acknowledge that RewardSplash owns all rights to its platform, user data, trade names, logos, trademarks, and any other materials or tools used to promote its business ("RewardSplash IP"). Merchants are granted a limited, non-exclusive, revocable license to use specific RewardSplash IP for the sole purpose of their partnership with RewardSplash. Any unauthorized use, reproduction, or misrepresentation of RewardSplash IP is prohibited.
Merchants are not permitted to challenge or dispute RewardSplash's rights to its intellectual property. They are also prohibited from using RewardSplash's trade names, trademarks, or any other branding in a manner that suggests an endorsement or affiliation without explicit permission.
Feedback and Suggestions
If merchants provide feedback, suggestions, or any other content related to RewardSplash's services or products, such feedback becomes the property of RewardSplash. This means RewardSplash has the right to use, modify, and distribute this feedback as it sees fit. Merchants confirm that any feedback provided is either their original work or has been lawfully obtained, and its use by RewardSplash will not infringe on any third-party rights.
Conclusion
RewardSplash values the intellectual property rights of all its stakeholders. Adherence to these guidelines ensures a harmonious and respectful partnership, fostering mutual growth and success.
9. Termination and Suspension
Introduction
RewardSplash values its partnership with merchants. However, there are circumstances under which the partnership may need to be reviewed, suspended, or terminated. This section outlines the conditions and procedures for such actions.
Conditions for Termination or Suspension
RewardSplash reserves the right to terminate or suspend a merchant's account under the following circumstances:
Breach of Agreement: If a merchant breaches any terms or conditions of this agreement or any other policies set by RewardSplash.
Misrepresentation: If a merchant provides false or misleading information to RewardSplash or its users.
Failure to Honour Commitments: If a merchant fails to honour the coins, credits, deals, or any other commitments made to the users.
Financial Irregularities: If there are any financial discrepancies, including but not limited to, failure to settle outstanding dues or fraudulent activities.
Reputational Risk: If the merchant's actions or omissions pose a reputational risk to RewardSplash.
Legal or Regulatory Issues: If the merchant faces legal or regulatory challenges that might impact their partnership with RewardSplash.
At Discretion: RewardSplash retains the right to terminate the agreement at any time for any reason upon written notice to the merchant.
On the merchant's side, they have the right to terminate the agreement upon providing seven (7) business days prior written notice to RewardSplash.
Obligations Post-Termination
Termination of the partnership does not absolve the merchant of their obligations. They are still required to:
Honour Commitments: Redeem any outstanding vouchers or deals as per the terms agreed upon.
Settle Financial Obligations: Any credits, coins, or other financial commitments promised to users must be settled upon termination. This includes the Amount Paid for vouchers even after the Promotional Value Expiration Date.
Data Handling: Ensure that all user data in their possession is handled as per the data protection and privacy guidelines mentioned earlier.
Survival of Provisions
Certain provisions of this agreement, especially those related to data protection, intellectual property, and financial obligations, are intended to survive the termination. These provisions will continue to be in effect even after the termination of the partnership.
Conclusion
While RewardSplash aims for long-term and fruitful partnerships with its merchants, it is essential to have clear guidelines for termination and suspension to ensure the platform's integrity and the trust of its users. Both RewardSplash and its merchant partners are expected to uphold their end of the agreement for the benefit of all stakeholders.
10. Dispute Resolution
Introduction
RewardSplash believes in fostering a harmonious relationship with its merchants. However, in the event of disagreements or disputes, it's essential to have a clear and fair process for resolution. This section outlines the steps and procedures for addressing and resolving disputes between RewardSplash and its merchant partners.
Step-by-Step Dispute Resolution Process
Notification:
The aggrieved party, whether it's RewardSplash or the merchant, should first notify the other party in writing about the nature of the dispute.
This notification should provide a clear description of the issue, any evidence or documentation, and a proposed solution.
Internal Review:
Upon receiving the notification, both parties should conduct an internal review of the matter.
This review aims to understand the root cause of the dispute and assess the validity of the claims made.
Negotiation:
After the internal review, representatives from both RewardSplash and the merchant should engage in negotiations to resolve the dispute amicably.
This could involve discussions, meetings, or consultations to reach a mutual agreement.
Mediation:
If negotiations don't lead to a resolution, both parties can agree to engage a neutral third-party mediator.
The mediator will facilitate discussions, offer solutions, and help the parties find common ground.
Arbitration:
If mediation fails, the dispute can be escalated to arbitration.
Both parties will present their case to an independent arbitrator, who will then make a binding decision based on the evidence and arguments provided.
The decision of the arbitrator will be final and binding on both parties.
Legal Action:
As a last resort, if all the above steps fail to resolve the dispute, either party can choose to take legal action.
However, it's always encouraged to resolve matters amicably without resorting to litigation.
General Guidelines
Good Faith: Both RewardSplash and the merchant commit to engaging in the dispute resolution process in good faith, aiming for a fair and just resolution.
Confidentiality: All discussions, communications, and documents shared during the dispute resolution process will remain confidential.
Costs: Unless otherwise agreed, each party will bear its own costs during the dispute resolution process. In the case of arbitration, the costs will be shared equally or as determined by the arbitrator.
Conclusion
RewardSplash values its partnership with merchants and aims for a smooth and collaborative relationship. However, should disputes arise, this clear and structured process ensures that they are addressed promptly and fairly, with the best interests of both parties in mind.
11. Indemnification
To the extent allowed under applicable law, the Merchant agrees to defend, indemnify, and hold RewardSplash, its affiliated and related entities, and any of its respective officers, directors, agents, and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses, or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following:
Any breach or alleged breach by the Merchant of this Agreement, or the representations and warranties made in this Agreement;
Any claim for state sales, use, or similar tax obligations of the Merchant arising from the sale and redemption of credits;
Any claim by any local, state, provincial, territorial, or federal governmental entity for unredeemed credits or unredeemed cash values of credits or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest;
Any claim arising out of a violation of any law or regulation by the Merchant or governing the Merchant’s goods and/or services;
Any claim by a user or anyone else arising out of or relating to the goods and services provided by the Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages;
Any claim by a user for the Amount Paid in credits;
Any claim arising out of the Merchant’s misuse of Customer Data, or any violation of an applicable data privacy or security law;
Any claim arising out of the Merchant’s negligence, fraud, or willful misconduct.
Any claim arising out of the Merchant's failure to honour valid credits, the acceptance of expired credits, or any misrepresentation or misleading promotions related to the issuance, redemption, or validity of such credits and discounts.
RewardSplash maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between RewardSplash and the Merchant. The Merchant's duty to defend and indemnify RewardSplash includes the duty to pay RewardSplash’s reasonable attorneys’ fees and costs, including any expert fees.
12. Warranty and Liability
Warranties
RewardSplash does not offer any warranties, express or implied, to its merchant partners. All services provided by RewardSplash to merchants are on an "as-is" and "as-available" basis without any warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Limitation of Liability
To the fullest extent permitted by applicable law, RewardSplash shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the use or inability to use the platform; (b) any unauthorized access to or use of our servers and/or any personal information stored therein; or (c) any other matter relating to the platform or services.
13. Notice regarding Apple
If you are using or accessing our App on an iOS device, you acknowledge and agree to the terms of this clause. You understand that these Terms are solely between you and RewardSplash, not with Apple Inc. (Apple), and Apple is not responsible for the App and its content.
Apple has no obligation to provide any maintenance or support services for our App.
Should our App fail to conform to any applicable warranty, you may notify Apple. Apple may then refund the purchase price of the App to you. Beyond this, Apple has no warranty obligation regarding the App. Any other claims, losses, liabilities, damages, costs, or expenses due to a warranty failure will be RewardSplash's responsibility.
Apple is not responsible for addressing any claims by you or any third party relating to our App or your use of it. This includes:
Product liability claims;
Claims that our App doesn't meet legal or regulatory requirements;
Claims under consumer protection or similar laws.
Apple isn't responsible for investigating, defending, settling, or discharging any third-party claim that our App infringes on that third party's intellectual property rights.
You must comply with any third-party terms when using our App.
Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon accepting these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
You represent and warrant that:
You aren't located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country.
You aren't on any U.S. Government list of prohibited or restricted parties.
14. General Provisions
Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond the party's reasonable control and occurring without its fault or negligence, including, but not limited to, acts of nature, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving the employees of the affected party), computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
Amendments
This Agreement may be amended only by a written agreement executed by an authorized representative of each party.
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Waiver
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver.
Assignment
Neither party may assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Any purported assignment or delegation in violation of this Section shall be null and void.
Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of the jurisdiction in which RewardSplash is incorporated without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.
Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.