REWARDS MEMBER TERMS
These Rewards Member Terms, together with any Rewards Member Form (defined in clause 1), set out the agreement (this ‘Agreement’) under the terms of which ASQB PTY. LTD. ABN 37 167 684 166 (ASQB) provides the Offer (defined in clause 3) to you or the company which you represent (the ‘Rewards Member’).
1. REWARDS MEMBER FORM, THIS AGREEMENT, THE SERVICE AGREEMENT
(a) These Rewards Member Terms will apply to the Rewards Member’s claim of the Offer from ASQB, including being incorporated in all agreements, quotations or orders under which ASQB is to provide an offer or cashback promotion to the Rewards Member (each a ‘Rewards Member Form’) together with any additional terms included in such Rewards Member Form (provided such additional terms are recorded in writing).
(b) The Rewards Member will be taken to have accepted this Agreement if the Rewards Member accepts a Rewards Member Form, or if the Rewards Member orders or accepts an offer provided by ASQB after receiving or becoming aware of this Agreement or these Rewards Member Terms.
(c) In the event of any inconsistency between these Rewards Member Terms and any Rewards Member Form, the clauses of these Rewards Member Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in a Rewards Member Form) will prevail over these Rewards Member Terms to the extent of any inconsistency.
(d) ASQB and the Rewards Member have a written agreement in place for the provision of the Services (Service Agreement), and the terms of the Service Agreement will prevail over these Rewards Member Terms to the extent of any inconsistency.
(a) These Rewards Member Terms commence on the Start Date specified in a Rewards Member Form and will continue for the initial Offer Period specified in an Order Form (Initial Term) and any Renewal Terms pursuant to clause 2(b), unless terminated earlier in accordance with this agreement (the Term).
(b) Upon expiration of the Initial Term, if the Services are still being provided to the Rewards Member, this Agreement will automatically renew for successive annual periods (each a Renewal Term) unless either party provides notice that the agreement will not automatically renew with 14 days’ written notice prior to the expiration of the Initial Term or the then-current Renewal Term.
(a) In consideration for the payment of the fees the Rewards Member is obliged to pay under each Service Agreement (Fees), and subject to the Rewards Member’s compliance with the terms of this Agreement and each Service Agreement, ASQB will provide the Rewards Member with the Offer set out in a Rewards Member Form (Offer).
(b) Unless otherwise agreed in writing, ASQB may, in its absolute discretion:
(i) not provide the Offer, or any part of an Offer, until the Rewards Member has paid any Fees payable to ASQB;
(ii) withhold delivery of any part of the Offer until the Rewards Member has paid an invoice in respect of such Fees; and
(iii) not provide the Offer, or any part of an Offer, until the Rewards Member has remedied any breach of this Agreement, or of any other agreement it has in place with ASQB, on ASQB’s request.
(c) Subject to this Agreement, and unless otherwise agreed by the parties in writing, the Offer will be paid to the Rewards Members by means of the Offer Payment Method.
(d) The Offer will not be provided in respect of, and the Annual Offer Amount will not be calculated with respect to:
(i) any services in addition to the Services set out in the Rewards Member Form; or
(ii) any Services in relation to which ASQB has already provided any other offer.
4. REWARDS MEMBER OBLIGATIONS
4.1 PROVIDE INFORMATION AND LIAISON
(a) The Rewards Member must provide ASQB with all documentation, information and assistance reasonably required for ASQB to provide the Offer, including by providing ASQB with their bank details for direct deposit of the cash back.
(b) The Rewards Member agrees to liaise with ASQB as it reasonably requests for the purpose of enabling ASQB to provide the Offer.
(c) The Rewards Member must ensure that all documentation, information and assistance provided to ASQB, including banking information, is correct, complete and up-to-date.
4.2 COMPLY WITH OTHER AGREEMENTS
The Rewards Member must comply with the terms of all other written agreements it has in place with ASQB for the Term, including each Service Agreement.
The Rewards Member will bear all expenses it incurs in relation to claiming or applying for the Offer, including any costs in relation to accessing ASQB’s website, making telephone enquiries or any bank fees incurred in relation to receiving the Offer.
4.4 SUBSTITUTION OR WITHDRAWAL
ASQB may withdraw or substitute all or part of the Offer with another offer of equal or greater value at the ASQB’s discretion.
Any tax liability arising out of this Agreement or the Offer is the responsibility of the Rewards Member.
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this Agreement or a Rewards Member Form are excluded.
(b) Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law, ASQB’s liability for breach of that non-excludable condition, warranty or guarantee will, at ASQB’s option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
6. LIMITATION OF LIABILITY
To the maximum extent permitted by law, ASQB’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims are for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement:
(a) is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
(b) is limited, insofar as concerns other liability, to the total money paid to the Rewards Member under this Agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).
Nothing in this agreement is intended to limit the operation of the Competition and Consumer Act 2010 (Cth).
The Rewards Member indemnifies ASQB from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:
(a) any breach of this Agreement by the Rewards Member; or
(b) any negligent, fraudulent or criminal act or omission of the Rewards Member or its personnel.
8.1 TERMINATION FOR CONVENIENCE
Either party may terminate this agreement on 14 days’ written notice to the other party.
8.2 TERMINATION BY ASQB
ASQB may terminate this Agreement in whole or in part immediately by written notice to the Rewards Member if:
(a) the Rewards Member is in breach of any term of this Agreement;
(b) the Rewards Member is in breach of any term of any other agreement the Rewards Member has in place with ASQB, including any Service Agreement;
(c) the Rewards Member acts in a manner which may interfere with, disrupt or create undue burden on ASQB or the Offer (in ASQB’s reasonable opinion);
(d) the Rewards Member acts, or attempts to act, in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; or
(e) the Rewards Member becomes subject to any form of insolvency or bankruptcy administration.
8.3 TERMINATION BY THE REWARDS MEMBER
The Rewards Member may terminate this Agreement in whole or in part by written notice to ASQB if:
(a) if ASQB has committed a material breach of this Agreement and has failed to remedy the breach within 14 days after receiving written notice from the Rewards Member; or
(b) if ASQB consents to such termination, subject to the Rewards Member’s fulfillment of any pre-conditions to such consent.
Any provision of this Agreement which, by its nature, would reasonably be expected to be performed after the termination, shall survive and be enforceable after such termination, including without limitation clauses 4 - 8.
9. DISPUTE RESOLUTION
(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement prior to commencing any proceedings.
(b) If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.
(c) The parties acknowledge that compliance with this clause 9 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:
(i) in the case of applications for urgent interlocutory relief; or
(ii) a breach by another party of this clause 9.
10.1 FORM OF NOTICE
A notice or other communication to a party under this Agreement must be:
(a) in writing and in English; and
(b) addressed to that party to:
(i) the postal address of that party; or
(ii) the email address of that party that has been regularly used by the parties to correspond during the term of this Agreement (unless such email address is known to be inactive by the party giving notice).
10.2 HOW NOTICE MUST BE GIVEN
A notice must be given by one of the methods set out in the table below and is regarded as given and received at the time set out in the table below.
When Notice is regarded as given and received
By pre paid post in the same country
On the third business day after the date of posting
By pre paid post in another country
On the fifth business day after the date of posting by airmail
By email to the nominated email address
Unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee's domain specified in the email address, 24 hours after the email was sent.
11.1 GOVERNING LAW
This Agreement is governed by the law applying in New South Wales, Australia.
Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
(a) Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between ASQB and the Rewards Member or any of their respective employees, agents or contractors.
(b) Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.
This Agreement may only be amended by a document signed by each party.
No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
11.7 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.
11.8 ENTIRE AGREEMENT
This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.