Terms and Conditions for use of the Redii.com Software and Service

Introduction

Redii.com Pty Ltd. ABN 636 072 619 78 of Suite 2003, 491 Kent Street, Sydney NSW 2000 (“Redii.com”) has developed the Service and the Software to assist its customers to recognise and reward the performance of their employees and contractors.

You agree that Your access to the Services and the provision of any Configuration Services will be subject to these terms and conditions and form a binding agreement between You and Redii.com (the “Agreement”) effective from the date that Redii.com first provides You with any Service or Configuration Services (the “Effective Date”).

You acknowledge and agree that Redii.com may amend these terms and conditions at any time by giving You at least 14 days prior notice. If any amendment is unacceptable to You, You may terminate this Agreement by providing a written notice of termination during the period prior to the amendment taking effect and this Agreement will then Terminate and the Term will end. You acknowledge and agree that Your continued use of the Service or any Configuration Service following the notice period will constitute Your acceptance of the amendments to these terms and conditions notified to You.

Definitions

In these terms and conditions, unless the context otherwise requires:

“Account Set-Up Form” means the completed application form provided by You to Redii.com requesting access to the Service and any Configuration Services;

“Appropriate Usage Policy” means any policy that we notify You of from time to time to ensure that the Service is being used appropriately as a reward and recognition program for Your employees and contractors;

“Business Day” means a weekday (other than a public holiday) on which banks are open for business in Sydney, New South Wales;

“Configuration Services” means any services requested by You and agreed to by Redii.com in relation to the set-up, customisation or configuration of the Service, as set out in the Statement of Work accompanying Your Account Set-Up Form;

“Documentation” means any documentation and information relating to the Service or any Configuration Services which may be provided by Redii.com to You or any Users from time to time;

“Effective Date” has the meaning given in clause 1.2;

“Fees” means the fees and charges payable by You for the provision of the Service and any Configuration Services as described in clause 7;

“Initial Period” means the 12 month period commencing on the Effective Date;

“Merchants” means suppliers who have agreed to provide Rewards for purchase by Users through the redemption of Reward Points within the Service;

“Merchant Terms and Conditions” means the additional terms and conditions which relate to Merchants participating in the Service and which can be found separately to these general terms and conditions within the Service at the time of redeeming any Reward Points for a Reward;

“MTS Fee” has the meaning given in clause 7.1(a);

“Non-excludable Rights” means any rights and remedies conferred on You in relation to the provision of goods or services which cannot be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth) and similar State and Territory legislation in Australia or any other jurisdiction;

“Redii.com IP” means the intellectual property and other rights in the Software, Service and Documentation and any other ideas, know-how, and techniques that may be developed, conceived, or invented by Redii.com, and includes any modifications, enhancements or improvements to any of them, regardless of who has made those modifications, enhancements or improvements;

“Rewards” means the current selection of gift-cards, merchandise and services available for Users to purchase from Merchants by redeeming Reward Points within the Service;

“Reward Points” means the currency purchased by You for use within the Service, which can be allocated to Users and redeemed within the Service to purchase Rewards;

“Service” means the web-based subscription program configured and provided by Redii.com through the Website to facilitate Your Reward Program by enabling the purchase and allocation by You of Reward Points to Users within the Service, and the redemption by Users of those Reward Points to purchase Rewards from Merchants within the Service;

“Software” means the software comprising the Service;

“Statement of Work” means a document attached to Your Account Set-Up Form setting out the details of the applicable Service, Fees and any Configuration Services;

“Term” means the period commencing on the Effective Date and ending on the date this agreement is effectively terminated in accordance within it’s terms;

“User” means an eligible employee or contractor that has been registered by You within the Service;

“Website” means the unique and pass-word protected custom URL notified to You by Redii.com from time to time through which You and Users are provided access to the Service;

“You” or “Your” means the entity, the details of which are set out in the Account Set-Up Form.

“Your Data” means confidential information or data that You or any User provides within the Service.

“Your Reward Program” means the recognition and reward program that You intend to undertake for Your employees and contractors using the Service.

The Service

Access to the Service: Redii.com agrees to provide You and each User access to the Service through the Website during the Term by way of a password protected log-on provided to You by Redii.com .

Service Continuity. Redii.com warrants it will maintain Website uptime at a minimum level of 98% per quarter during the Term except for:

planned downtime (which Redii.com will use its best endeavours to schedule where practical outside of Australian Eastern Standard Time business hours, such as weekends and between 00.00 and 05.00 hours);

and

any downtime caused by situations outside of the reasonable control of Redii.com, including without limitation, acts of God, acts of government, natural disasters, civil unrest, strikes, acts of terror, service provider failures, delays or denial of service attacks.

Technical Support. Redii.com will provide You with technical support via email at support@redii.com and will use best endeavors to meet the response times as below:
Type of error

Response time to reported error

Resolution time to reported error

Low impact error – an error isolated to a single User or User group, which causes only minor disruption to normal use of the Service for Users
1 business day

Next software release
High impact error – significant features or functions of the Service are inoperative causing a major disruption to normal use of the Service for Users
1 business day

Within 5 business days
Critical error – Website is unavailable and all significant features and functions of the Service are inoperative
4 hours
Within 2 business days

Rewards, Rewards Points and Merchants

The Reward catalogue (ie the shop) is a feature that can be switched on by You. Redii.com reserves the right to charge additional fees for this feature and other future features.

Reward Point Allocation Subject to payment of the applicable Fees, You may allocate Reward Points to Users within the Service from time to time during the Term. Reward Points are redeemable only within the Service for the purchase of Rewards, and are not redeemable for cash, have no monetary value and cannot be returned or redeemed for any other consideration.

Reward Fulfilment.

Users who have been allocated Reward Points within the Service may redeem those Reward Points at any time during the Term within the Service to purchase Rewards from ‘the reward shop’, provided that Rewards may only be selected from the current catalogue of that Merchant within the Service and subject to the availability of that Reward as shown within the Service.

Once redeemed, any Reward Points will be deducted from the User’s account and cancelled. Once a Reward has been purchased within the System, it cannot be amended or exchanged for a different Reward, except with the agreement of Redii.com and the Merchant.

Redii.com at any time and in its sole discretion, and without prior notice to You, may withdraw, limit, modify, cancel or increase the continued availability of a Reward or the number of Reward Points required to purchase a particular Reward.
Any queries regarding the delivery of the rewards are to be directed to the Redii customer care team at support@redii.com.

Merchants Terms and Conditions All Rewards available for purchase within the Service will be made available for purchase by Users by the relevant Merchant of that Reward. Redii.com does not provide any Reward, but merely operates the Service for the purpose of enabling Users to redeem Reward Points for the purchase of Rewards from Merchants. By redeeming any Reward Points to purchase a Reward within the Service, a User will be required to accept the Merchant Terms and Conditions.
Loss and Liability for Rewards.

The Merchant of each Reward will be responsible for each Reward and the delivery of each Reward purchased by a User.

Redii.com makes no warranties or representations, either expressed or implied, and expressly disclaims any and all liabilities (including for consequential damages) with respect to type, quality, standard, fitness or suitability for any purpose of Rewards provided within the Service and any warranty or other claims in connection with a Reward should be directed to the Merchant in accordance with their Merchant Terms and Conditions.

Each User will be responsible for any issue or claim arising from the entry of incorrect address details or other errors or omission by the User in connection with the purchase of the Reward.

User deactivations: Where You deactivate a User from Redii.com (e.g. due to the resignation of that User or transfer out of the area) that User is removed from Your Reward Program and deactivated within the Service however any Reward Points allocated to that User may still be redeemed by the User for a period of one month after that date provided that in no circumstances may those Reward Points be transferred to another User or otherwise refunded. After that time any Reward Points held in that account will expire.

Should the Initial Period not have been completed at the time a User is deactivated the MTS Fees for the deactivated User for the remainder of the Initial Period Redii reserves the right to invoice the outstanding MTS fees payable for that User notwithstanding their deactivation.

User inactivity: Where a User account has not been logged into their account for a period of 10 months or more, communications will be sent via email directly to the User to remind them to login to their account (Reminder email). Should the account remain unused for a further 2 months following the Reminder email, the Use will be considered a dormant User. A dormant User may redeem Reward Points within the Service for a period of one month after the 12 month anniversary of inactivity. In no circumstances may the Reward Points of a dormant User be transferred to another User or otherwise refunded. After that time any Reward Points held in the dormant User’s account will expire. If the dormant User logs into their account within 2 months of receiving the Reminder email they will not be considered dormant.

Use of the Service

Your Responsibilities:
You are responsible for the access to and use of the Service and any Configuration Services (including the Website, the Software, any Rewards, or any Reward Points) by You and each User.

You must ensure that You and each User only use the Services for a legitimate purpose in connection with Your Reward Program and in accordance with this Agreement, applicable laws and government regulations, and any Appropriate Usage Policy.

You must ensure that You and each User only access the Service through the password protected log-on provided to You by Redii.com and You must notify us promptly of any unauthorized access that You become aware of.

You are responsible for ensuring that You and each User keep confidential the password protected log-on provided to You by Redii.com, and You are responsible for any and all actions taken using that password protected log-on, including any Fees becoming payable to Redii.com as a result of those actions.

You are responsible for the operation of Your Reward Program, the allocation of any Reward Points within the Service, and any redemption by Users of Reward Programs within the Service.

You are responsible for the accuracy, quality, integrity, and legality of all data and information provided by You and each User.

Use of Redii.com IP. Redii.com grants You and each User a personal, revocable, non-exclusive, non-transferable and non-sub licensable licence to access, copy and use the Redii.com IP during the Term solely for the purpose of accessing and using the Service to conduct Your Reward Program.

Ownership of Redii.com IP. Subject to the limited licence provided under clause 5.2, Redii.com reserves and retains all right, title, and interest in the Redii.com IP. You must ensure that You and each User do not directly or indirectly do any of the following: (a) access, use, sell, distribute, sublicense, broadcast, or commercially exploit any Redii.com IP; (b) knowingly introduce any infringing, obscene, libellous, or otherwise unlawful data or material into the Service, Website or Software; (c) copy, modify, or prepare derivative works based on Redii.com IP; (d) reverse engineer, decompile, disassemble, or attempt to derive source code from any Redii.com IP; or (e) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any Redii.com IP.

Confidentiality and Privacy

Confidential information.
Through the provision and use of the Configuration Services and the Service both parties may have access to information considered confidential to the party providing that information (“Confidential Information”), and each party must use its best endeavours to ensure that it does not use, copy or disclose any such Confidential information of the other party except: (i) for a legitimate purpose in connection with the provision or use of the Service, (ii) to enforce or otherwise deal with its rights under this Agreement, or (iii) as otherwise required by, or to comply with, any law.

Each party must implement appropriate technical and organisational measures to protect the Confidential Information of the other party against unauthorised or unlawful use or disclosure, and must notify the other Party of any unauthorised or unlawful use or disclosure of the other party’s Confidential Information as soon as it becomes aware and must keep the other party informed of any related developments.

Your Data Redii.com acknowledges and agrees that any of Your Data provided to Redii.com is and will remain Your property and Confidential Information, and You agree that You are responsible for maintaining the accuracy of Your Data and for retaining any back-ups or other records of Your Data.

Use of Your Data
You acknowledge and agree that Redii.com may use and retain Your Data (including any information or data received or generated by Redii.com in respect of Reward Points allocated using the Service, purchase of any Rewards, Fees payable by You, Tax Invoices issued to You and details of payments received from You) and may provide that information and data to Merchants, and its contractors and agents who have been engaged for the purpose of providing or administering the Service, provided it does so on a strictly confidential basis.

To the extent that any of Your Data is personal information about You or a User, Redii.com will ensure that it will comply at all times with applicable legal requirements with respect to the collection, storage, use, correction and destruction of that personal information (including the Privacy Act 1988 (Cth) and the Australian Privacy Principles), and will do so in each case in accordance with the privacy policy published on the Website or otherwise notified to You.

Fees and Payment Terms

Fees Redii.com is entitled to invoice You, and You will be required to pay Redii.com, the following Fees for the Services and any Configuration Services:
a monthly subscription fee per User as stated on Your program dashboard (the MTS Fee), which Redii.com may invoice to You monthly in advance, or, in Redii.com’s discretion, at the time any new User is registered within the Service; the MTS Fee will vary based on the selected features that You have chosen for Your Reward Program. The chosen features and their related fees will also be displayed in Your program dashboard;

if Redii.com has agreed to provide You with Configuration Services, the agreed fees as detailed in the Statement of Work, which Redii.com may invoice to You prior to or following commencement of the Configuration Services;

a fee of $1 for each 8 Reward Points that You allocate to any User within the Service, which Redii.com may invoice to You monthly in arrears, or, in Redii.com’s discretion, at the time of allocation of the Reward Points. Redii.com may, in its discretion, prevent the redemption of any Reward Points within the Service until they have been paid for by You; and

any fees charged to Redii.com by Stripe Payments Australia Pty Ltd ACN 160 180 343 (or an alternative credit card merchant facility provider engaged by Redii.com) for the provision of credit card merchant facilities in respect of credit card payments for the Services and Configuration Services. The current fee is 1.45% on Visa and Mastercard and 3.1% on Amex cards.

You will be required to provide accurate credit card information or ABN for invoicing purposes if You meet the requirements to become a prepaid (invoiced) client of Redii.com as determined by Redii.com from time to time. You will promptly update Your account information with any changes in Your payment information.

You agree to pay Redii.com in accordance with the terms of this Service Agreement and You authorise Redii.com or it’s third party payment processors to bill Your payment instrument in advance on a periodic basis in accordance with such terms.
If we increase our Fees or other charges or prices for Your service plan, we will provide notice of the change in Your program dashboard and an email to the program owner at least 14 days before the change is to take effect. Your continued use of the Service after the change goes into effect constitutes Your agreement to pay the changed amounts.

Except as otherwise set out in this Agreement, all Fees are non-refundable.
Payment Terms.

Unless otherwise provided for in an invoice, all invoices for Fees are payable to Redii.com within fourteen (14) days of the date of the invoice in Australian Dollars.

Payment may be made by electronic funds transfer or by credit card payment in cleared funds to an account nominated by Redii.com, or in such other manner as is agreed to by Redii.com.

Late Payments.
Where any Fees are not paid by You by the due date for payment, Redii.com may, without limitation to any other right it may have, suspend Your and each User’s access to the Service or to any aspect of the Service (including the ability of any User to redeem any Reward Points within the Service) until payment is received in full, or to terminate this Agreement and the Term for material breach. If late payments remain overdue one month after the invoice due date then Redii.com reserves the right to charge default interest equal to an additional 1.5% of the total balance of the invoiced amount for that month.

GST and other taxes
All Fees and other charges payable by You under or in connection with this Agreement are expressed exclusive of any applicable GST. Where GST applies to any supply made to You, Redii.com will add the applicable GST and issue You with a tax invoice. In this Agreement, “GST” means the Australian goods and service tax charged under A New Tax System (Goods and Services Tax) Act 1999 (“Act”) and ‘“tax invoice” means a tax invoice as defined by the Act.

Any taxation liability (including any GST that may be payable) or any other government charge or reporting requirement in connection with the receipt of a Reward is the sole responsibility of the User, however the User can use Reward Points to meet any responsibility for GST payable on purchases of Rewards.

Warranties and Liability
Warranties. Redii.com warrants that during the Term of this Agreement, the Service and any Configuration Service will be provided to You in a manner consistent with applicable generally accepted industry standards, and that the Service will perform substantially in accordance with any training or demonstration videos relating to the operation and use of the Service that are provided by Redii.com from time to time.

No other Warranty.
Except as expressly stated in this Agreement or in respect of any Non-excludable Rights, Redii.com does not make and excludes any liability in respect of any representations, warranties or guarantees in respect of the Services and any Configuration Services (including the Website, the Software, any Rewards, or any Reward Points) whether implied, statutory or otherwise, including any warranties of merchantability or fitness for a particular purpose.

Where legislation implies any condition or warranty, and that legislation prohibits Redii.com from excluding or modifying the application of, or its liability under, any such condition or warranty, that condition or warranty will be deemed included but Redii.com’s liability will be limited for a breach of that condition or warranty to one or more of the following: (i) supplying the Services or Configuration Services again; or (ii) the payment of the cost of having the Services or Configuration Services supplied again.

Limitation of liability To the extent permitted by law, Redii.com’s maximum aggregate liability with respect to any claim or loss for any incident arising out of or related to the Services and any Configuration Services (including the Website, the Software, any Rewards, or any Reward Points) will be limited to the aggregate amount of Fees actually paid by You to Redii.com. In no event will Redii.com have any liability with respect to any claim or loss for any incident arising out of or related to the Services or any Configuration Services to the extent it is loss of profits or indirect, special, incidental, punitive, or consequential damages or loss.

Term and Termination
Term. Your rights to use the Service will commence on the Effective Date and, unless and until terminated earlier in accordance with this Agreement, will continue for the Initial Period, and for additional one month periods (each a “Renewal Period”), provided that either You or Redii.com can terminate this Agreement and end the Term at any time following the Initial Period by giving notice to the other, in which case this Agreement will terminate and the Term will end at the end of the Renewal Period following the month in which notice was given..

Termination for Breach In the event of a material breach of this Agreement by a party that is not resolved within thirty (30) days of the non-breaching party giving written notice of the breach, then the non-breaching party may immediately terminate this Agreement and end the Term by giving notice to the other party.
Termination for Insolvency. Either party may immediately terminate this Agreement and end the Term upon written notice to the other party if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.

Effect of termination. On termination of this Agreement:
You and the Users will no longer have any right to use or access the Service, provided that Users may continue to access the Service for the limited purpose of redemption of any unredeemed Reward Points for a period of 1 month following the expiry of the Term, provided that following this period any unredeemed Reward Points will expire and will have no further value;

You must pay to Redii.com any and all Fees accrued, outstanding or that otherwise become payable on termination. If termination of the Term occurs during any month following the Initial Term, then Redii.com may invoice You, and You must pay on termination, the MTS Fee on a pro-rata basis up to and including the date of termination. Should the Initial Period not have been completed at the time of termination, the MTS Fees for all Users that would otherwise have been payable for the remainder of the Initial Period will be immediately payable notwithstanding the termination);

Each party must return to the other party, or destroy, all confidential information of the other party in the possession or control of the party, provided that a party will be entitled to retain any documents and information to the extent that:
the party is required to retain the document or information in order to comply with any legal or regulatory requirement or for the legitimate internal administration of that party’s business; or

the information is stored on any computer, server or other electronic storage device that it has used reasonable endeavours to delete,
in which case the party may not use, copy or disclose any of those documents or that information other than for the required purpose, and in no circumstances may it or permit any other person to use, copy or disclose those documents or that information to the detriment of the other party.

Clauses 4.3, 4.4, 4.5, 5, 6, 7, 8, 9, and 10 of these terms and conditions will survive and continue to apply to both You and Redii.com.

Communication
You acknowledge that Redii.com may communicate with Users who have been loaded in Your Reward Program at their discretion through email and the communications tool within Redii.com. Communications may include but are not limited to advising Users of special promotions, updates to the Service, recent bug fixes, and reminders to send recognition or spend their Reward Points.

If any Users send us any feedback or suggestions regarding the Service, You grant Redii.com an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligations to You.
Redii.com may make available, in its sole discretion, the Redii Application Programming Interface (API) and related documentation, data, code and other materials provided with the API through our developer site located at http://getredii.github.io/slate/. You undertake the use of the API at Your own risk, and such use of this API is governed by this Service Agreement. You hereby agree to be bound by those terms, and acknowledge that a breach of this Service Agreement is grounds for termination of Your Reward Program and Your access to the Service.

Miscellaneous
Governing Law This Agreement is governed by and must be construed in accordance with the laws in force for the time being in the State of New South Wales and the parties agree to submit to the jurisdiction of the Courts of the State of New South Wales.

Entire Agreement This Agreement constitutes the entire agreement between You and Redii.com with respect to the Service and any Configuration Services and supersede all other negotiations, agreements, instruments and other writings with respect to the Service and any Configuration Services.

Waiver Failure by a party to enforce any term or condition of this Agreement will not be deemed a waiver of the right to later enforce any term or condition.

Severability If any term or condition of this Agreement is found to be void or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining terms and conditions will continue in full force and effect.

No Assignment: You may not assign or transfer any rights in connection with the Service to any other person, and any Reward Points allocated to a User may not be assigned or transferred to any other person, without Redii.com’s prior written consent (which may be withheld in its absolute discretion).

Relationship of parties Any Service or Configuration Services that Redii.com provides to You or any User will be as an independent contractor. This Agreement and the provision of any Services or Configuration Services does not constitute or create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Redii.com and You or any other person.

Notices.
Any statement or notice will be deemed to have been given by Redii.com to You if posted to the mailing address or email nominated by You in Your Account Set-Up Form (or such other address subsequently notified by You to Redii.com) or if posted in a part of the Website that is readily accessible by You. You will be responsible for advising Redii.com of any change of Your address details.

You may give Redii.com a notice by email to support@redii.com or to any other email address notified to You by Redii.com. You may also give notice to Redii.com by posting that notice to Level 2, 491 King Street, Sydney NSW 2000 or to any other postal address notified to You by Redii.com.