PunchPass Terms and Conditions
Welcome to PunchPass! We provide a platform where local businesses (Businesses) can offer loyalty programs, promotions and discounts, and customers (End Users) can access these offers from their favourite businesses (Platform).
In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer, where applicable). When we say we, us, or our, we mean PunchPass Pty Ltd (ACN 684 195 757).
These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply equally to Businesses and End Users, unless we state otherwise.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: support@punchpass.app.
These Terms were last updated on 05/10/2026.
Our Disclosures
Please read these Terms carefully before you accept. We draw your attention to:
- our privacy policy (on our website) which sets out how we will handle your personal information;
- clause 1.5 (Variations) which sets out how we may amend these Terms;
- clause 5 (Platform Subscriptions) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews;
- clause 6 (SMS Credits) which sets out how we charge you for SMS Credits, including automatic top-ups charged to the payment method you have on file;
- clause 13 (Liability) which sets out exclusions and limitations to our liability under these Terms; and
- Schedule 1, which sets out additional terms that apply in particular countries.
We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
1. Platform Licence and Term
1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.
1.2 If you are an individual, you must be at least 16 years old to use our Platform, or any higher minimum age that applies to you under the laws of the country in which you are located. If you accept these Terms on behalf of a Business, you confirm that you are authorised to bind that Business.
Platform Licence
1.3 While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).
1.4 You must not:
(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) interfere with or interrupt the supply of our Platform, or any other person's access to or use of our Platform;
(c) introduce any viruses or other malicious software code into our Platform;
(d) attempt to reverse engineer, decompile, or otherwise try to extract the source code of the Platform;
(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(f) share the credentials or log-in details of your Account with unregistered users or allow multiple businesses to operate under a single Account;
(g) use our Platform to send unsolicited electronic messages;
(h) use data mining, robots, scraping or other data gathering and extraction tools on our Platform;
(i) access or use our Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted;
(j) use the Platform to offer or promote any Loyalty Programs or Promotions which are discriminatory in nature;
(k) for Businesses: attempt to circumvent the Platform's template system for creating Loyalty Programs or Promotions; or
(l) for End Users: attempt to manipulate or fraudulently alter data relating to Loyalty Programs or misuse Promotions.
1.5 Variations: We may amend these Terms from time to time where we have a reasonable basis for doing so, including to reflect changes to our Services, to our business, or to our legal or regulatory obligations. Where an amendment is material, we will give you at least 30 days' written notice before it takes effect. You agree to the amended Terms if you continue to use our Platform on or after the date the amendment takes effect. If you do not agree to the amendment, you may close your Account and cancel your Subscription at any time before the amendment takes effect, by providing written notice to us. If you cancel your Subscription:
(a) you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and
(b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.
We will not charge you a fee for cancelling under this clause.
2. Platform Summary
2.1 Our Platform is a place where Businesses and End Users can find each other, and Businesses can advertise, promote and otherwise offer Loyalty Programs or Promotions to End Users (Offers). We only provide our Services (including our Platform) and are not a party to any transaction between Businesses and End Users in relation to an Offer (see the "Our Services" section below for more information about the services we provide to you).
2.2 Businesses wanting to publish Offers on our Platform must create an Account. Businesses must provide an accurate and complete description of the Offer they wish to provide (Offer Listing), including any terms, conditions, or limitations applicable to the Offer. For Promotions, this may include time limits or usage restrictions. For Loyalty Programs, this may include the structure of the program and the specific rewards available.
2.3 End Users must create an Account to access our Platform and view Offer Listings. Once an Account is created, End Users can browse Offer Listings, join Loyalty Programs, and redeem Promotions as made available by Businesses through our Platform.
2.4 Businesses must include all additional terms and conditions relating to their Offer in the relevant Offer Listing. By participating in a Loyalty Program or Promotion, End Users accept the additional terms and conditions in the Offer Listing.
2.5 We do not endorse or approve, and are not responsible for, any Offers not provided by us. We may, at any time, remove any Offers, including where an Offer:
(a) is illegal, discriminatory, or offensive; or
(b) contains graphic, inappropriate or unlawful content.
Where we remove an Offer of a Business, we will give that Business our reasons for doing so, unless we are prevented from doing so by law or giving reasons would compromise the security or integrity of our Platform.
For Businesses Only
2.6 By posting an Offer Listing, you confirm that you are legally entitled to and capable of providing the Offer described in the Offer Listing.
2.7 You must have appropriate insurance to cover the Offers that you make through our Platform. We may request that you provide us with evidence of your insurance cover. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the Offers you make. If we do not ask you to provide evidence of insurance, this does not indicate that we believe you do not require insurance. You acknowledge and agree that it is your responsibility to make your own investigations and receive professional advice on the insurance you require.
2.8 You grant us a non-exclusive, irrevocable, royalty-free, sublicensable and transferable licence for the duration that your Offer is available on our Platform, to host your Offers on our Platform for the purpose of making your Offers available to End Users.
3. Our Services
3.1 We provide the following services to you:
(a) access to our Platform; and
(b) access to our troubleshooting support (Support Services),
(collectively, our Services).
3.2 If you require Support Services, you may request these by getting in touch with us through our Platform.
3.3 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
3.4 We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.
3.5 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
3.6 Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
4. Account
4.1 Accounts for Businesses and End Users are different, and you must choose the correct Account based on how you want to use our Platform. Businesses who also want to participate or receive Offers must create a separate Account for that purpose, and vice versa.
4.2 You may have the option to register for an Account using your Apple, Google or Facebook account (Single Sign-On Account). If this option is available and you choose to sign in to your Account using a Single Sign-On Account, you authorise us to access information from your Single Sign-On Account including your name and contact information.
4.3 While you have an Account with us, you agree to: (a) keep your information up-to-date (and ensure it remains true, accurate and complete); (b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and (c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
Business Verification - For Businesses Only
4.4 Before you can have an Account, we may require you to complete a business verification process (Business Verification). We may conduct this process ourselves or through a third party.
4.5 You agree to co-operate with us in carrying out the Business Verification, including by providing us with any information (including, where applicable, any Personal Information) necessary to complete this process (such as your Business' name, proof of address, owner's name and proof of identity, email address, phone number, and logo or other identifying images). Where we have engaged a third party to carry out the Business Verification, you consent to us disclosing your information (or Personal Information) to that third party for this purpose.
5. Platform Subscriptions - Applicable to Businesses Only
5.1 Once you have created your Account, you must choose a Subscription.
5.2 The Subscriptions we offer will be set out on our Platform, including details of each Subscription's features and limitations, Subscription Fees and Subscription Periods.
5.3 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).
5.4 Your Subscription can be upgraded or downgraded at any time through your Account. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next Billing Cycle.
5.5 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payment methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
5.6 You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
5.7 Cancellation: Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will automatically renew for a further period equal to your then-current Subscription Period (each of which will be considered a Subscription Period). Before each renewal, we will notify you of the renewal date, the Subscription Fees payable and how to cancel, and where your Subscription Period is 6 months or longer we will give you that notice at least 14 days before the renewal date. You may cancel your Subscription at any time through your Account, by a process no more difficult than the process by which you signed up. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends).
5.8 Trial Periods: When you first use our Platform, we may offer you the option to try a Subscription out for free for 30 days (Free Trial). Before the Free Trial ends, we will notify you of the date it ends and the Subscription Fees that will apply after that date. At the end of the Free Trial, you will begin to be charged the Subscription Fees for your chosen Subscription, unless you cancel before the Free Trial ends. You may cancel at any time during the Free Trial through your Account. Clause 6 sets out what happens to SMS Credits during and after a Free Trial.
6. SMS Credits - Applicable to Businesses Only
6.1 The SMS Feature allows you to send SMS messages to End Users through our Platform. The SMS Feature is optional, is separate from your Subscription, and is paid for using SMS Credits rather than as part of your Subscription Fees. Clause 5 does not apply to SMS Credits.
6.2 The price of SMS Credits, the rate at which SMS Credits are used, the automatic top-up threshold and top-up amount, and any limits that apply to the SMS Feature, will be set out on our Platform.
6.3 Free Trial SMS Credits: If you activate the SMS Feature while you are on a Free Trial, we may give you an amount of free SMS Credits to use during your Free Trial. Free SMS Credits expire when your Free Trial ends. They are not converted into paid SMS Credits and are not carried forward. If you use all of your free SMS Credits during your Free Trial and want to keep sending SMS messages, you must purchase paid SMS Credits, and we will charge the payment method you have on file.
6.4 Purchasing SMS Credits: If you activate the SMS Feature when you are not on a Free Trial, no free SMS Credits are provided, and we will charge the payment method you have on file for an initial amount of SMS Credits. Your SMS usage is deducted from your SMS Credit balance as messages are sent.
6.5 Automatic top-ups: If you turn on automatic top-ups, you authorise us to charge the payment method you have on file, without obtaining your authorisation for each charge, each time your SMS Credit balance falls below the top-up threshold set out on our Platform. We will charge the top-up amount set out on our Platform and add the corresponding SMS Credits to your balance.
6.6 You may turn off automatic top-ups at any time through your Account. If you turn off automatic top-ups, we will not charge you for any further SMS Credits. You can keep sending SMS messages until your remaining SMS Credit balance is used, after which you will need to turn automatic top-ups back on in order to keep using the SMS Feature.
6.7 Expiry and refunds: Paid SMS Credits do not expire while your Account remains open. If these Terms are terminated, we will refund your unused paid SMS Credits, unless we terminate these Terms under clause 15.2, in which case your unused paid SMS Credits are forfeited.
6.8 You are the sender of every SMS message you send through our Platform. You must comply with all laws that apply to those messages, including any laws about obtaining consent, identifying yourself as the sender, and providing a working unsubscribe facility. You warrant that you have obtained, and will keep, all consents required for each message you send.
6.9 You must not use the SMS Feature to send messages that are unlawful, misleading or deceptive, offensive, or that the recipient has not consented to receive.
6.10 You indemnify us for any Liability we suffer arising from or in connection with any SMS message you send through our Platform, to the extent that Liability is caused or contributed to by your breach of these Terms.
7. Payments
7.1 You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Platform (as applicable).
7.2 You must not pay, or attempt to pay, any Subscription Fees due under these Terms or as a result of your use of our Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
7.3 We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.
7.4 Late Payments: If any Subscription Fees due to us under these Terms or as a result of your use of our Services are not paid on time, we may: (a) suspend your access to our Services (including access to our Platform); and (b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia's cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
7.5 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf). Unless we state otherwise, amounts payable under these Terms are exclusive of taxes, and where we are required to collect taxes from you we may add those taxes to the amount we charge you. Where we are required to show you a price inclusive of tax, the price shown at the time of purchase is the total amount payable.
8. Reviews - Applicable to End Users Only
8.1 You may review your experience with Businesses on our Platform (Review). We may choose to stop providing Services to Businesses (in our sole discretion) who receive a high number of negative Reviews.
8.2 You agree to provide true, fair and accurate information in your Review. We may remove a Review, or stop you from posting further Reviews, where we reasonably consider that the Review is not genuine, is not based on your own experience, is unlawful, or is offensive, abusive or otherwise in breach of these Terms. We do not remove a Review only because it is negative or critical of a Business. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Review.
8.3 You may only write a Review about your own experience. You must not write a Review about another person's experience.
8.4 If you have been offered an incentive (such as a gift, reward, discount or payment) for leaving a Review, you should include information about this in your Review.
8.5 You must not disclose any Personal Information in your Review.
9. Availability, Disruption and Downtime
9.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
9.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
9.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
9.4 Nothing in this clause limits your Consumer Law Rights.
10. Confidential Information and Personal Information
10.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a 'need-to-know basis' (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
10.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
10.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.
10.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).
10.5 Businesses and End Users must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.
10.6 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). Some of those recipients may be located outside the country in which you are located. We handle any such disclosure in accordance with our privacy policy and applicable privacy laws. As part of our Services, we will also need to disclose information about End Users to Businesses, and vice versa, so that they can connect and transact.
10.7 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
11. Consumer Law Rights
11.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. To the extent the law allows us to do so, our liability for a breach of your Consumer Law Rights is limited (at our discretion) to resupplying our Services or paying the cost of having our Services resupplied.
11.2 Subject to your Consumer Law Rights, and except where we separately offer you a refund (including under any promotion, guarantee or other offer we publish from time to time), we do not provide a refund for any Subscription Fees for a change of mind or change in circumstance.
11.3 Nothing in these Terms operates to exclude, restrict or modify the application of any law that applies to you and cannot be excluded, restricted or modified by agreement. Schedule 1 sets out additional terms that apply in particular countries.
11.4 End Users may have Consumer Law Rights in respect of Offers made by Businesses.
Cancellations and Modifications of Promotions and Loyalty Programs - Applicable to Businesses Only
11.5 The cancellation, modification, or fulfilment of Offers is strictly a matter between you and End Users. The terms and conditions of an Offer Listing must clearly set out whether and how Offers can be cancelled or modified.
11.6 You agree to honour any Offers you list on the Platform in good faith and in accordance with the terms set out in the Offer Listings. If you fail to honour Offers as described in the Offer Listings, and an End User has made an effort to communicate with you about unfulfilled Offers, the End User may report this to us.
11.7 We may, at our discretion, investigate such reports and take appropriate action, which may include issuing you with a warning and suspending your Account.
12. Intellectual Property and Data
12.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
12.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
Your Data
12.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to: (a) supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms; (b) diagnose problems with our Services; (c) improve, develop and protect our Services; (d) send you information we think may be of interest to you based on your marketing preferences; (e) perform analytics for the purpose of remedying bugs or issues with our Platform; or (f) perform our obligations under these Terms (as reasonably required).
12.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks. We take reasonable steps to protect Your Data in transit, but we cannot guarantee the security of any transmission over the internet.
12.5 You are responsible for (meaning we are not liable for): (a) the integrity of Your Data on your systems, networks or any device controlled by you; and (b) backing up Your Data.
12.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
12.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.
13. Liability
13.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be limited or excluded under the law that applies to you.
13.2 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a) any aspect of the interactions between Businesses and End Users, including in relation to any Offers and Offer Listings;
(b) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
(c) any use of our Services by a person or entity other than you.
13.3 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a) neither we or you are liable for any Consequential Loss;
(b) a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
(c) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (to the maximum extent permitted under applicable law and at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the greater of AU$1,000 and the total Subscription Fees and SMS Credit charges paid by you to us in the 12 months before the event giving rise to the Liability.
13.4 Class Action Waiver: Where and to the maximum extent permitted by law that applies to you, you and we agree that any Dispute will be brought and resolved on an individual basis only, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. An arbitrator appointed under these Terms may not consolidate the claims of more than one party. This clause does not apply to the extent that it would deprive you of a right to participate in collective proceedings that cannot be excluded under the law that applies to you. If a court or arbitrator determines that this clause is unenforceable as to a particular claim, that claim (and only that claim) must be severed and may proceed in court, and the remainder of this clause remains in force.
14. Notice Regarding Apple
14.1 To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.
14.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
14.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
14.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
14.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party's intellectual property rights.
14.6 You agree to comply with any applicable third-party terms when using our mobile application.
14.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of 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 of these Terms.
14.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
15. Suspension and Termination
15.1 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.
15.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:
(a) you fail to pay your Subscription Fees when they are due;
(b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
(c) you breach these Terms and that breach cannot be remedied;
(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement); or
(e) (where you are a business) you receive, in our sole discretion, a high number of negative reviews under clause 8.1.
15.3 Before we suspend or terminate your access to our Services under clause 15.1 or clause 15.2, we will give you our reasons for doing so, unless we are prevented from doing so by law or giving reasons would compromise the security or integrity of our Platform.
15.4 You may terminate these Terms if: (a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or (b) we breach these Terms and that breach cannot be remedied, and if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
15.5 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 16.10), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.
15.6 Upon termination of these Terms:
(a) we will retain Your Data (including copies) as required by law or regulatory requirements;
(b) for Businesses, their existing Offer Listings will be removed from our Platform; and
(c) any Offer which an End User has joined, accrued or not yet redeemed is a matter between the relevant Business and that End User, and we are not responsible for honouring, cancelling or refunding that Offer.
15.7 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
16. General
16.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
16.2 Disputes between Businesses and End Users: We encourage Businesses and End Users to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Businesses and End Users may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Businesses and End Users.
16.3 Disputes with PunchPass: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
If you are a consumer, paragraph (b) does not apply to you, and nothing in this clause prevents you from bringing proceedings in the courts of the country in which you are resident.
16.4 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
16.5 Governing law: These Terms are governed by the laws of Queensland, and any matter relating to these Terms is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts. If you are a consumer, nothing in these Terms deprives you of the protection of any law of the country in which you are resident that applies to you and cannot be excluded by agreement, or of any right you have to bring proceedings in the courts of that country.
16.6 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
16.7 Jurisdiction-specific terms: Schedule 1 sets out additional terms that apply where you are resident or incorporated in, or accept these Terms in, a country covered by a Part of that Schedule. Those additional terms form part of these Terms and prevail over the rest of these Terms to the extent of any inconsistency.
16.8 Marketing: We will only send you electronic communications about our products and services where you have consented to receive them or where we are otherwise permitted to do so by law. You may opt out at any time by using the unsubscribe function in our electronic communications or by contacting us.
16.9 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
16.10 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
16.11 Publicity: If you are a Business, you agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
16.12 Sanctions: You must not use our Services in breach of any applicable sanctions, export control or anti-money laundering laws. You confirm that you are not a person with whom we are prohibited from dealing under any of those laws.
16.13 Survival: Clauses 10 to 17 will survive the termination or expiry of these Terms.
16.14 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
16.15 Language: These Terms are drafted in English, which is the original and governing version. Where we make these Terms available in any other language, that translation is provided for your convenience only and, to the maximum extent permitted by law, the English version will prevail in the event of any inconsistency or any dispute regarding interpretation. You can view the original English version at any time by switching the language setting on our Platform or website to English.
17. Definitions
17.1 In these Terms:
Account means an account accessible to the individual or entity who signed up to our Services.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute "Consequential Loss".
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Loyalty Programs means ongoing reward schemes offered by Businesses to End Users through our Platform, designed to encourage repeat patronage. These may include point accumulation systems, tiered memberships, or frequency-based rewards.
Offer has the meaning given in clause 2.1.
Offer Listing has the meaning given in clause 2.2.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means our cloud-based platform that we provide you with access to as part of the Services.
Promotions means the time-sensitive discounts, deals, or special offers that Businesses advertise and make available to End Users through the Rewards Centre on our Platform. These may include percentage discounts, buy-one-get-one-free offers, or fixed-price deals.
Rewards Centre means the dedicated section within our Platform where End Users can access, view, and manage Offers from Businesses they follow or are interested in. The Rewards Centre may include, but is not limited to, a list of available Promotions, details of active Loyalty Programs, and any other vouchers or rewards accumulated by the End User.
Services means the services we provide to you, as detailed in clause 3.1.
SMS Credits means the prepaid credits you purchase from us in order to use the SMS Feature.
SMS Feature means the optional feature described in clause 6, which allows Businesses to send SMS messages to End Users through our Platform.
Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.
Subscription Fees means the fees you pay to us to access your chosen Subscription.
Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.
Schedule 1 Jurisdiction-Specific Terms
Part A Australia
1.1 This Part applies where you accept these Terms in Australia, or you are resident or incorporated in Australia.
1.2 Nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
1.3 The limitation on our liability for a breach of your Consumer Law Rights in clause 11.1 applies only to the extent the Australian Consumer Law allows, and does not apply to services of a kind ordinarily acquired for personal, domestic or household use or consumption.
1.4 Paragraph (a) of clause 16.3 applies to you, and any mediation under that clause will be administered by the Australian Disputes Centre in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation.
