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Supplementary Terms for Loyalty

Apr 3, 2025

  1. General

    1. In this document, "we", "our", "us" and "Okendo" refers to Okendo Pty Ltd (ACN 165 005 989) and its related entities. These Supplementary Terms should be read in conjunction with the Merchant Terms or your Okendo Enterprise Service Agreement ("Your Okendo Agreement"), and the Merchant Privacy Policy, which is available at https://okendo.io/legal-merchants/privacy/.

    2. "Merchant Loyalty Program" means any loyalty, rewards, points, or similar program that you operate through the Loyalty Features, including but not limited to:

      1. Points-based programs where customers earn points for purchases or other activities;

      2. Tier-based programs with different membership levels and benefits;

      3. Cashback or reward programs;

      4. Referral programs;

      5. Any other customer retention or reward initiatives operated through the Loyalty Features.

    3. By using or accessing Okendo Loyalty Features ("Loyalty Features"), you ("you" or "Merchant") agree to these Supplementary Terms & Conditions, and if you do not agree to you should not and are not permitted to use the Loyalty Features.

  2. Platform Provider Role

    1. Okendo provides the Loyalty Features as a technology platform only. We do not operate, control, or administer any Merchant Loyalty Program.

    2. You acknowledge that you are solely responsible for:

      1. The creation, operation, and administration of your Merchant Loyalty Program;

      2. All terms, conditions, and policies governing your Merchant Loyalty Program;

      3. All communications with your customers regarding the Merchant Loyalty Program;

      4. The fulfillment of all rewards, benefits, and promotional offers made through your Merchant Loyalty Program.

    3. You agree to maintain clear, accurate, and compliant terms and conditions for your Merchant Loyalty Program that will govern your relationship with your customers.

  3. Regulatory Compliance

    1. You represent and warrant that your Merchant Loyalty Program will comply with all applicable laws, regulations, regulatory guidelines, and industry codes of practice in all relevant jurisdictions, including but not limited to:

      1. Consumer protection and fair trading laws;

      2. Marketing and advertising regulations;

      3. Gift card and stored value regulations;

      4. Competition and antitrust laws;

      5. Industry-specific loyalty program requirements.

    2. You agree to ensure your Merchant Loyalty Program includes:

      1. Clear and conspicuous disclosure of all program terms, conditions, and limitations;

      2. Accurate representation of reward values and redemption requirements;

      3. Fair and non-discriminatory program administration;

      4. Proper treatment of unredeemed rewards or expired points as required by applicable law;

      5. Adequate customer service and dispute resolution procedures;

      6. Compliance with all regulatory guidance and published guidelines regarding loyalty programs in relevant jurisdictions.

    3. You acknowledge that:

      1. You are solely responsible for identifying and complying with all applicable laws, regulations, and guidelines in each jurisdiction where your Merchant Loyalty Program operates;

      2. Different jurisdictions may have conflicting or additional requirements, and you must comply with the most stringent applicable requirements;

      3. You are solely responsible for obtaining any necessary legal advice regarding the compliance of your Merchant Loyalty Program;

      4. Regulatory requirements may change over time, and you must monitor and adapt to such changes.

  4. Merchant Obligations

    1. You must:

      1. Maintain all necessary records of all customer points, rewards, and redemptions;

      2. Honor all valid reward claims and program commitments;

      3. Provide adequate customer support for your Merchant Loyalty Program;

      4. Promptly address and resolve any customer disputes or complaints;

    2. You must not:

      1. Make false or misleading representations about your Merchant Loyalty Program;

      2. Modify reward values or program terms without necessary notice and due process;

      3. Discriminate unfairly between customers in program administration;

      4. Use the Loyalty Features in any way that violates applicable laws or regulations.

  5. Indemnification

    1. You agree to indemnify, defend, and hold harmless Okendo, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

      1. Your Merchant Loyalty Program;

      2. The terms, conditions, or operation of your Merchant Loyalty Program;

      3. The fulfillment of any rewards or benefits you offer under your Merchant Loyalty Program;

      4. Any customer disputes or claims regarding your Merchant Loyalty Program;

      5. Your breach of these Terms or any applicable laws or regulations;

      6. Any representations or warranties you make about your Merchant Loyalty Program.

  6. Governing Law & Dispute Resolution

    1. These Terms are governed by the laws set out in Your Okendo Agreement, and any disputes will be resolved as specified therein.

By enabling or using the Loyalty Features, you acknowledge that you have read, understand, and agree to these supplementary Terms & Conditions, including the assumption of liability and the indemnification obligations set forth herein.